| July 31, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
$5,085,000
Auto Callable Buffered Return
Enhanced Notes Linked to the Least Performing of the Russell 2000® Index,
the EURO STOXX 50® Index and the iShares®
MSCI Emerging Markets ETF due August 5, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
| · | The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, the closing value
of each of the Russell 2000® Index, the EURO STOXX 50® Index and the iShares® MSCI Emerging
Markets ETF, which we refer to as the Underlyings, is at or above its Call Value. |
| · | The date on which an automatic call may be initiated is August 7, 2025. |
| · | The notes are also designed for investors who seek an uncapped return of 3.00 times any appreciation of the least performing
of the Underlyings at maturity, if the notes have not been automatically called. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% of their principal amount
at maturity. |
| · | The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject
to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor
of the notes. |
| · | Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the performance
of each of the Underlyings individually, as described below. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes priced on July 31, 2024 and are expected to settle on or about August 5, 2024. |
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk
Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning
on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any
representation to the contrary is a criminal offense.
| |
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Issuer |
| Per note |
$1,000 |
$5 |
$995 |
| Total |
$5,085,000 |
$25,425 |
$5,059,575 |
|
(1) See “Supplemental Use of Proceeds”
in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to
as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $5.00 per $1,000 principal amount note it
receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the accompanying
product supplement. |
The estimated value of the notes, when the terms of the notes were
set, was $980.10 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement for additional
information.
The notes are not bank deposits, are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no. 4-I dated April
13, 2023, underlying supplement no. 1-I dated April 13, 2023,
the prospectus and prospectus supplement, each dated April
13, 2023, and the prospectus addendum dated June 3, 2024
Key Terms
Issuer: JPMorgan
Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Underlyings:
The Russell 2000® Index (Bloomberg ticker: RTY) and the EURO STOXX 50®
Index (Bloomberg ticker: SX5E) (each of the Russell 2000® Index and the EURO STOXX 50® Index, an “Index”
and collectively, the “Indices”) and the iShares® MSCI Emerging Markets ETF (Bloomberg ticker: EEM) (the “Fund”)
(each of the Indices and the Fund, an “Underlying” and collectively, the “Underlyings”)
Call Premium Amount:
$181.50 per $1,000 principal amount note
Call Value: With
respect to each Underlying, 100.00% of its Initial Value
Upside Leverage Factor:
3.00
Buffer Amount: 20.00%
Pricing
Date: July 31, 2024
Original Issue Date
(Settlement Date): On or about August 5, 2024
Review Date*:
August 7, 2025
Call Settlement Date*:
August 12, 2025
Observation Date*:
August 2, 2027
Maturity Date*:
August 5, 2027
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement or early acceleration
in the event of a change-in-law event as described under “General Terms of Notes — Consequences of a Change-in-Law Event”
in the accompanying product supplement and “Selected Risk Considerations — Risks Relating to the Notes Generally — We
May Accelerate Your Notes If a Change-in-Law Event Occurs” in this pricing supplement
Automatic Call:
If the closing value of each Underlying on the Review Date is greater than
or equal to its Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to
(a) $1,000 plus (b) the Call Premium Amount, payable on the Call Settlement Date. No further payments will be made on the notes.
If the notes are automatically called, you will not benefit from the Upside
Leverage Factor that applies to the payment at maturity if the Final Value of each Underlying is greater than its Initial Value.
Because the Upside Leverage Factor does not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly
less than the payment at maturity for the same level of appreciation in the Least Performing Underlying.
Payment at Maturity:
If the notes have not been automatically called and the Final Value of each
Underlying is greater than its Initial Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Underlying
Return × Upside Leverage Factor)
If the notes have not been automatically called and (i) the Final Value
of one or more Underlyings is greater than its Initial Value and the Final Value of the other Underlying or Underlyings is equal to its
Initial Value or is less than its Initial Value by up to the Buffer Amount or (ii) the Final Value of each Underlying is equal to its
Initial Value or is less than its Initial Value by up to the Buffer Amount, you will receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Final Value
of any Underlying is less than its Initial Value by more than the Buffer Amount, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000 + [$1,000 × (Least Performing Underlying
Return + Buffer Amount)]
If the notes have not been automatically called and the Final Value
of any Underlying is less than its Initial Value by more than the Buffer Amount, you will lose some or most of your principal amount at
maturity.
Least Performing Underlying:
The Underlying with the Least Performing Underlying Return
Least Performing Underlying
Return: The lowest of the Underlying Returns of the Underlyings
Underlying Return: With
respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With
respect to each Underlying, the closing value of that Underlying on the Pricing Date, which was 2,254.484 for the Russell 2000®
Index, 4,872.94 for the EURO STOXX 50® Index and $42.95 for the Fund
Final Value: With
respect to each Underlying, the closing value of that Underlying on the Observation Date
Share Adjustment Factor:
The Share Adjustment Factor is referenced in determining the closing value of the Fund and is set equal
to 1.0 on the Pricing Date. The Share Adjustment Factor is subject to adjustment upon the occurrence of certain events affecting the Fund.
See “The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying product supplement for further information.
|
PS-1
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
Supplemental Terms of the Notes
Any values of the Underlyings, and any values derived
therefrom, included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of this
pricing supplement and the corresponding terms of the notes. Notwithstanding anything to the contrary in the indenture governing the notes,
that amendment will become effective without consent of the holders of the notes or any other party.
Hypothetical
Payout Profile
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been
Automatically Called
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note
if the notes are automatically called is $181.50.
|
PS-2
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
Payment at Maturity If the Notes Have Not Been
Automatically Called
The following table illustrates the hypothetical total
return and payment at maturity on the notes linked to three hypothetical Underlyings if the notes have not been automatically called.
The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing
the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
| · | the notes have not been automatically called; |
| · | an Initial Value for the Least Performing Underlying of 100.00; |
| · | an Upside Leverage Factor of 3.00; and |
| · | a Buffer Amount of 20.00%. |
The hypothetical Initial Value of the Least Performing
Underlying of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value of any Underlying.
The actual Initial Value of each Underlying is the closing value of that Underlying on the Pricing Date and is specified under “Key
Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing values of each Underlying,
please see the historical information set forth under “The Underlyings” in this pricing supplement.
Each hypothetical total return or hypothetical payment
at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable
to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.
Final Value of the Least
Performing Underlying |
Least Performing
Underlying Return |
Total Return on the Notes |
Payment at Maturity |
| 165.00 |
65.00% |
195.00% |
$2,950.00 |
| 150.00 |
50.00% |
150.00% |
$2,500.00 |
| 140.00 |
40.00% |
120.00% |
$2,200.00 |
| 130.00 |
30.00% |
90.00% |
$1,900.00 |
| 120.00 |
20.00% |
60.00% |
$1,600.00 |
| 110.00 |
10.00% |
30.00% |
$1,300.00 |
| 105.00 |
5.00% |
15.00% |
$1,150.00 |
| 101.00 |
1.00% |
3.00% |
$1,030.00 |
| 100.00 |
0.00% |
0.00% |
$1,000.00 |
| 95.00 |
-5.00% |
0.00% |
$1,000.00 |
| 90.00 |
-10.00% |
0.00% |
$1,000.00 |
| 80.00 |
-20.00% |
0.00% |
$1,000.00 |
| 70.00 |
-30.00% |
-10.00% |
$900.00 |
| 60.00 |
-40.00% |
-20.00% |
$800.00 |
| 50.00 |
-50.00% |
-30.00% |
$700.00 |
| 40.00 |
-60.00% |
-40.00% |
$600.00 |
| 30.00 |
-70.00% |
-50.00% |
$500.00 |
| 20.00 |
-80.00% |
-60.00% |
$400.00 |
| 10.00 |
-90.00% |
-70.00% |
$300.00 |
| 0.00 |
-100.00% |
-80.00% |
$200.00 |
|
PS-3
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
How the
Notes Work
Upside Scenario If Automatic Call:
If the closing value of each Underlying on the Review
Date is greater than or equal to its Call Value, the notes will be automatically called, and investors will receive on the Call Settlement
Date the $1,000 principal amount plus the Call Premium Amount of $181.50. No further payments will be made on the notes.
| · | If the closing value of the least performing of the Underlyings increases 30.00% as of the Review Date, the notes will be automatically
called and investors will receive a return equal to 18.15%, or $1,181.50 per $1,000 principal amount note. |
Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the
Final Value of each Underlying is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plus
a return equal to the Least Performing Underlying Return times the Upside Leverage Factor of 3.00.
| · | If the notes have not been automatically called and the closing value of the Least Performing Underlying increases 5.00%, investors
will receive at maturity a return equal to 15.00%, or $1,150.00 per $1,000 principal amount note. |
Par Scenario:
If the notes have not been automatically called and (i)
the Final Value of one or more Underlyings is greater than its Initial Value and the Final Value of the other Underlying or Underlyings
is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount of 20.00% or (ii) the Final Value of each Underlying
is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount of 20.00%, investors will receive at maturity
the principal amount of their notes.
Downside Scenario:
If the notes have not been automatically called and the
Final Value of any Underlying is less than its Initial Value by more than the Buffer Amount of 20.00%, investors will lose 1% of the principal
amount of their notes for every 1% that the Final Value of the Least Performing Underlying is less than its Initial Value by more than
the Buffer Amount.
| · | For example, if the notes have not been automatically called and the closing value of the Least Performing Underlying declines 60.00%,
investors will lose 40.00% of their principal amount and receive only $600.00 per $1,000 principal amount note at maturity, calculated
as follows: |
$1,000 + [$1,000 × (-60.00%
+ 20.00%)] = $600.00
The hypothetical returns and hypothetical payments on
the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals
do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included,
the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the notes involves significant risks.
These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product
supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — |
The notes do not guarantee any return of principal.
If the notes have not been automatically called and the Final Value of any Underlying is less than its Initial Value by more than 20.00%,
you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least Performing Underlying is less than
its Initial Value by more than 20.00%. Accordingly, under these circumstances, you will lose up to 80.00% of your principal amount at
maturity.
| · | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. — |
Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s
creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of
the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed
to you under the notes and you could lose your entire investment.
|
PS-4
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
| · | AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
|
As a finance subsidiary of JPMorgan Chase & Co.,
we have no independent operations beyond the issuance and administration of our securities and the collection of intercompany obligations.
Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations
of JPMorgan Chase & Co. to make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany
agreements. As a result, we are dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the notes.
We are not a key operating subsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co.
we are not expected to have sufficient resources to meet our obligations in respect of the notes as they come due. If JPMorgan Chase & Co.
does not make payments to us and we are unable to make payments on the notes, you may have to seek payment under the related guarantee
by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations
of JPMorgan Chase & Co. For more information, see the accompanying prospectus addendum.
| · | IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE CALL
PREMIUM AMOUNT PAID ON THE NOTES, |
regardless of any appreciation of any Underlying,
which may be significant. In addition, if the notes are automatically called, you will not benefit from the Upside Leverage Factor that
applies to the payment at maturity if the Final Value of each Underlying is greater than its Initial Value. Because the Upside Leverage
Factor does not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly less than the payment
at maturity for the same level of appreciation in the Least Performing Underlying.
| · | YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING — |
Payments on the notes are not linked to a
basket composed of the Underlyings and are contingent upon the performance of each individual Underlying. Poor performance by any of the
Underlyings over the term of the notes may result in the notes not being automatically called on the Review Date, may negatively affect
your payment at maturity and will not be offset or mitigated by positive performance by any other Underlying.
| · | YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING. |
| · | THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT — |
If your notes are automatically called, the
term of the notes may be reduced to as short as approximately one year. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the notes at a comparable return for a similar level of risk. Even in cases where the notes are called before maturity,
you are not entitled to any fees and commissions described on the front cover of this pricing supplement.
| · | THE NOTES DO NOT PAY INTEREST. |
| · | YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING
OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES. |
| · | WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS — |
Upon the announcement or occurrence of legal
or regulatory changes that the calculation agent determines are likely to interfere with your or our ability to transact in or hold the
notes or our ability to hedge or perform our obligations under the notes, we may, in our sole and absolute discretion, accelerate the
payment on your notes and pay you an amount determined in good faith and in a commercially reasonable manner by the calculation agent.
If the payment on your notes is accelerated, your investment may result in a loss and you may not be able to reinvest your money in a
comparable investment. Please see “General Terms of Notes — Consequences of a Change-in-Law Event” in the accompanying
product supplement for more information.
The notes will not be listed on any securities
exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS
is willing to buy the notes. You may not be able to sell your notes. The notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to maturity.
|
PS-5
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles
in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially
adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in
connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
| · | THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES
— |
The estimated value of the notes is only an
estimate determined by reference to several factors. The original issue price of the notes exceeds the estimated value of the notes because
costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include
the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our
obligations under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’
ESTIMATES — |
See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE — |
The internal funding rate used in the determination
of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our
affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management
costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This
internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate
the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate
may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the
Notes” in this pricing supplement.
| · | THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS)
MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — |
We generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes
by JPMS in an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices of the Notes”
in this pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes
during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account
statements).
| · | SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES
— |
Any secondary market prices of the notes will
likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our
internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result,
the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to be
lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
| · | SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — |
The secondary market price of the notes during
their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the
selling commissions, projected hedging profits, if any, estimated hedging costs and the values of the Underlyings. Additionally, independent
pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer account statements.
This price may be different (higher or lower)
|
PS-6
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
than the price of the notes, if any, at which
JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated Value
and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors”
in the accompanying product supplement.
Risks Relating to the Underlyings
| · | AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT
TO THE RUSSELL 2000® INDEX — |
Small capitalization companies may be less
able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies
are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock
price pressure under adverse market conditions.
| · | NON-U.S. SECURITIES RISK WITH RESPECT TO THE EURO STOXX
50® INDEX AND THE FUND — |
The equity securities
included in or held by the EURO STOXX 50® Index and the Fund have
been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated
with the securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there is generally less publicly
available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting
requirements of the SEC.
| · | NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE INDEX — |
The value of your notes will not be adjusted
for exchange rate fluctuations between the U.S. dollar and the currencies upon which the equity securities included in the Index are based,
although any currency fluctuations could affect the performance of the Index.
| · | THERE ARE RISKS ASSOCIATED WITH THE FUND — |
The Fund is subject to management risk, which
is the risk that the investment strategies of the Fund’s investment adviser, the implementation of which is subject to a number
of constraints, may not produce the intended results. These constraints could adversely affect the market price of the shares of the Fund
and, consequently, the value of the notes.
| · | THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET VALUE PER SHARE — |
The Fund
does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and fees
that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the performance
of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying the Fund (such as
mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying Index. Finally, because the shares
of the Fund are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of
the Fund may differ from the net asset value per share of the Fund.
During
periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants may be unable
to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of
market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market volatility
may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Fund. As
a result, under these circumstances, the market value of shares of the Fund may vary substantially from the net asset value per share
of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the performance of its Underlying Index
as well as the net asset value per share of the Fund, which could materially and adversely affect the value of the notes in the secondary
market and/or reduce any payment on the notes.
| · | EMERGING MARKETS RISK WITH RESPECT TO THE FUND — |
The equity securities held by the Fund have
been issued by non-U.S. companies located in emerging markets countries. Countries with emerging markets may have relatively unstable
governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation
of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets
may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme
and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
|
PS-7
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
| · | THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND — |
Because the prices of the equity securities
held by the Fund are converted into U.S. dollars for purposes of calculating the net asset value of the Fund, holders of the notes will
be exposed to currency exchange rate risk with respect to each of the currencies in which the equity securities held by the Fund trade.
Your net exposure will depend on the extent to which those currencies strengthen or weaken against the U.S. dollar and the relative weight
of equity securities held by the Fund denominated in each of those currencies. If, taking into account the relevant weighting, the U.S.
dollar strengthens against those currencies, the price of the Fund will be adversely affected and any payment on the notes may be reduced.
| · | RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE FUND — |
Pursuant to recent executive orders, U.S. persons
are prohibited from engaging in transactions in, or possession of, publicly traded securities of certain companies that are determined
to be linked to the People’s Republic of China military, intelligence and security apparatus, or securities that are derivative
of, or are designed to provide investment exposure to, those securities. The sponsor of the Underlying Index for the Fund has recently
removed the equity securities of a small number of companies from that Underlying Index in response to these executive orders and, as
a result, these stocks have also been removed from the Fund. If the issuer of any of the equity securities held by the Fund is in the
future designated as such a prohibited company, the value of that company may be adversely affected, perhaps significantly, which would
adversely affect the performance of the Fund. In addition, under these circumstances, each of the sponsor of the Underlying Index for
the Fund and the Fund is expected to remove the equity securities of that company from that Underlying Index and the Fund, respectively.
Any changes to the composition of the Fund in response to these executive orders could adversely affect the performance of the Fund.
| · | THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED — |
The calculation agent will make adjustments
to the Share Adjustment Factor for certain events affecting the shares of the Fund. However, the calculation agent will not make an adjustment
in response to all events that could affect the shares of the Fund. If an event occurs that does not require the calculation agent to
make an adjustment, the value of the notes may be materially and adversely affected.
|
PS-8
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
The Underlyings
The Russell 2000® Index consists of
the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists
of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is designed
to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000®
Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.
The EURO STOXX 50® Index consists of
50 component stocks of market sector leaders from within the Eurozone. The EURO STOXX 50® Index and STOXX are the intellectual
property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the “Licensors”), which
are used under license. The notes based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted
by STOXX Limited and its Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For
additional information about the EURO STOXX 50® Index, see “Equity Index Descriptions — The STOXX Benchmark
Indices” in the accompanying underlying supplement.
The Fund is an exchange-traded fund of iShares®,
Inc., a registered investment company, that seeks to track the investment results, before fees and expenses, of an index composed of large-
and mid-capitalization emerging market equities, which we refer to as the Underlying Index with respect to the Fund. The Underlying Index
for the Fund is currently the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a free float-adjusted market capitalization
index that is designed to measure the equity market performance of global emerging markets. For additional information about the Fund,
see “Fund Descriptions — The iShares® ETFs” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance
of each Underlying based on the weekly historical closing values from January 4, 2019 through July 26, 2024. The closing value of the
Russell 2000® Index on July 31, 2024 was 2,254.484. The closing value of the EURO STOXX 50® Index on July
31, 2024 was 4,872.94. The closing value of the Fund on July 31, 2024 was $42.95. We obtained the closing values above and below from
the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing values of
the Fund above and below may have been adjusted by Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing values of each Underlying
should not be taken as an indication of future performance, and no assurance can be given as to the closing value of any Underlying on
the Review Date or the Observation Date. There can be no assurance that the performance of the Underlyings will result in the return of
any of your principal amount in excess of $200.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial
and JPMorgan Chase & Co.
|
PS-9
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
Tax Treatment
You should
review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement
no. 4-I. We expect to ask our special tax counsel to provide an opinion substantially consistent with the following discussion at pricing.
Based on current
market conditions, it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal
income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes
Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming this treatment is respected,
subject to the possible application of the “constructive ownership” rules, the gain or loss on your notes should be treated
as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at
the issue price. The notes could be treated (in whole or in part) as “constructive ownership transactions” within the meaning
of Section 1260 of the Code, in which case all or a portion of any gain recognized in respect of the notes that would otherwise be long-term
capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated
as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a constant yield over
your holding period for the notes. We do not expect our special tax counsel to be in a position to express an opinion with respect to
whether the constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the
potential application of the constructive ownership rules.
|
PS-10
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
The IRS or
a court may not respect the treatment of the notes described above, in which case the timing and character of any income or loss on your
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular
on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on
a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such
as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the constructive ownership regime described above. While the notice requests comments on appropriate transition rules and effective
dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect
the tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including the potential application of the constructive ownership
rules, possible alternative treatments and the issues presented by this notice.
Section 871(m)
of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless
an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime,
including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable Treasury regulations.
Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have
a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an
“Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the opinion that Section
871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree
with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether
you enter into other transactions with respect to an Underlying Security. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated
Value of the Notes
The estimated value of the notes set forth on the
cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component
with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated
value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by
JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’
view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes
in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding
rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing
market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an
adverse effect on the terms of the notes and any secondary market prices of the notes. For additional information, see “Selected
Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value
of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.
The value of the derivative or derivatives underlying
the economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as
the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which
can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments.
Accordingly, the estimated value of the notes is determined when the terms of the notes are set based on market conditions and other relevant
factors and assumptions existing at that time.
The estimated value of the notes does not represent
future values of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations
for the notes that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors
in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly
based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest
rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in
secondary market transactions.
|
PS-11
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
The estimated value of the notes is lower than the
original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original
issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the projected
profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the
estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market
forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion
of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original
Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any secondary
market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
— Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement.
In addition, we generally expect that some of the costs included in the original issue price of the notes will be partially paid back
to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and
our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intended to be the
shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects the structure of the
notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the notes
and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations — Risks Relating to
the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected
on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this
pricing supplement.
Supplemental
Use of Proceeds
The notes are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the notes. See “Hypothetical Payout Profile” and “How
the Notes Work” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Underlyings”
in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to
the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus)
the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
notes, plus the estimated cost of hedging our obligations under the notes.
Validity
of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP,
as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement
have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions
from JPMorgan Financial, the appropriate entries or notations in its records relating to the master global note that represents such notes
(the “master note”), and such notes have been delivered against payment as contemplated herein, such notes will be valid and
binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co.,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good
faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the
indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting
the amount of JPMorgan Chase & Co.’s obligation under the related guarantee. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited
Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution
and delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture
with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which was filed as an exhibit to the
Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2023.
|
PS-12
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
Additional
Terms Specific to the Notes
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which
these notes are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement
and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other
educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus
addendum, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
|
PS-13
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Least
Performing of the Russell 2000® Index, the EURO STOXX 50® Index and
the iShares® MSCI Emerging Markets ETF |
|
S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2024-08-02
2024-08-02
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
JPMORGAN CHASE & CO
|
|
The maximum aggregate offering price of the securities to which the prospectus relates is $5,085,000. The prospectus is a final prospectus for the related offering.
|
|
|
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