Form 424B2 - Prospectus [Rule 424(b)(2)]

October 31, 2024 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

Pricing supplement to product supplement no. 3-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

JPMorgan Chase Financial Company LLC

Structured Investments

$331,000

Capped Notes Linked to the Least Performing of the S&P

500® Index, the Russell 2000® Index and the Nasdaq-100

Index® due November 3, 2028

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

• The notes are designed for investors who seek exposure to any appreciation of the least performing of the S&P 500®

Index, the Russell 2000® Index and the Nasdaq-100 Index®, which we refer to as the Indices, over the term of the notes

up to a maximum return of 38.00% at maturity.

• Investors should be willing to forgo interest and dividend payments, while seeking full repayment of principal 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 Indices. Payments on the notes are linked to the

performance of each of the Indices individually, as described below.

• Minimum denominations of $1,000 and integral multiples thereof

• The notes priced on October 31, 2024 and are expected to settle on or about November 5, 2024.

• CUSIP: 48135UGF1

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-12

of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-3 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

$8.7915

$991.2085

Total

$331,000

$2,910

$328,090

(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 it receives from us to other affiliated or unaffiliated dealers. These selling commissions will vary and will be up to $10.00

per $1,000 principal amount note. 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 $956.80 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.

PS-1 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Indices: The S&P 500® Index (Bloomberg ticker: SPX), the

Russell 2000® Index (Bloomberg ticker: RTY) and the Nasdaq-

100 Index® (Bloomberg ticker: NDX)

Participation Rate: 150.00%

Maximum Amount: $380.00 per $1,000 principal amount note

Pricing Date: October 31, 2024

Original Issue Date (Settlement Date): On or about November

5, 2024

Observation Date*: October 31, 2028

Maturity Date*: November 3, 2028

* 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

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000

principal amount note, of $1,000 plus the Additional Amount,

which may be zero and will not be greater than the Maximum

Amount.

You are entitled to repayment of principal in full at maturity,

subject to the credit risks of JPMorgan Financial and JPMorgan

Chase & Co.

Additional Amount:

The Additional Amount payable at maturity per $1,000 principal

amount note will equal:

$1,000 × Least Performing Index Return × Participation Rate,

provided that the Additional Amount will not be less than zero or

greater than the Maximum Amount.

Least Performing Index: The Index with the Least Performing

Index Return

Least Performing Index Return: The lowest of the Index

Returns of the Indices

Index Return:

With respect to each Index,

(Final Value – Initial Value)

Initial Value

Initial Value: With respect to each Index, the closing level of

that Index on the Pricing Date, which was 5,705.45 for the S&P

500® Index, 2,196.652 for the Russell 2000® Index and

19,890.42 for the Nasdaq-100 Index®

Final Value: With respect to each Index, the closing level of

that Index on the Observation Date

PS-2 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

Supplemental Terms of the Notes

Any values of the Indices, 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

The following table and graph illustrate the hypothetical payment at maturity on the notes linked to three hypothetical Indices. The

hypothetical payments set forth below assume the following:

• an Initial Value for the Least Performing Index of 100.00;

• a Participation Rate of 150.00%; and

• a Maximum Amount of $380.00 per $1,000 principal amount note.

The hypothetical Initial Value of the Least Performing Index of 100.00 has been chosen for illustrative purposes only and does not

represent the actual Initial Value of any Index. The actual Initial Value of each Index is the closing level of that Index on the Pricing

Date and is specified under “Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual closing

levels of each Index, please see the historical information set forth under “The Indices” in this pricing supplement.

Each hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual payment at maturity

applicable to a purchaser of the notes. The numbers appearing in the following table and graph have been rounded for ease of

analysis.

Final Value of the Least

Performing Index

Least Performing Index

Return

Additional Amount

Payment at Maturity

180.00000

80.00000%

$380.00

$1,380.00

165.00000

65.00000%

$380.00

$1,380.00

150.00000

50.00000%

$380.00

$1,380.00

140.00000

40.00000%

$380.00

$1,380.00

130.00000

30.00000%

$380.00

$1,380.00

125.33333

25.33333%

$380.00

$1,380.00

120.00000

20.00000%

$300.00

$1,300.00

110.00000

10.00000%

$150.00

$1,150.00

105.00000

5.00000%

$75.00

$1,075.00

101.00000

1.00000%

$15.00

$1,015.00

100.00000

0.00000%

$0.00

$1,000.00

95.00000

-5.00000%

$0.00

$1,000.00

90.00000

-10.00000%

$0.00

$1,000.00

80.00000

-20.00000%

$0.00

$1,000.00

70.00000

-30.00000%

$0.00

$1,000.00

60.00000

-40.00000%

$0.00

$1,000.00

50.00000

-50.00000%

$0.00

$1,000.00

40.00000

-60.00000%

$0.00

$1,000.00

30.00000

-70.00000%

$0.00

$1,000.00

20.00000

-80.00000%

$0.00

$1,000.00

10.00000

-90.00000%

$0.00

$1,000.00

0.00000

-100.00000%

$0.00

$1,000.00

PS-3 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Least Performing Index Returns.

There can be no assurance that the performance of the Least Performing Index will result in a payment at maturity in excess of

$1,000.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

How the Notes Work

Upside Scenario:

If the Final Value of each Index is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plus the

Additional Amount, which is equal to $1,000 times the Least Performing Index Return times the Participation Rate of 150.00%, and

which will not be greater than the Maximum Amount of $380.00 per $1,000 principal amount note. An investor will realize the maximum

payment at maturity at a Final Value of the Least Performing Index of approximately 125.33333% or more of its Initial Value.

• If the closing level of the Least Performing Index increases 5.00%, investors will receive at maturity a return equal to 7.50%, or

$1,075.00 per $1,000 principal amount note.

• If the closing level of the Least Performing Index increases 50.00%, investors will receive at maturity a return equal to 38.00%, or

$1,380.00 per $1,000 principal amount note, which is the maximum payment at maturity.

Par Scenario:

If the Final Value of any Index is less than or equal to its Initial Value, the Additional Amount will be zero and investors will receive at

maturity the principal amount of their notes.

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.

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

• THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY —

If the Final Value of any Index is less than or equal to its Initial Value, you will receive only the principal amount of your notes at

maturity, and you will not be compensated for any loss in value due to inflation and other factors relating to the value of money over

time.

• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM AMOUNT,

regardless of any appreciation of any Index, which may be significant.

• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —

PS-4 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

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.

• 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.

• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX —

Payments on the notes are not linked to a basket composed of the Indices and are contingent upon the performance of each

individual Index. Poor performance by any of the Indices over the term of the notes may negatively affect your payment at maturity

and will not be offset or mitigated by positive performance by any other Index.

• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.

• THE NOTES DO NOT PAY INTEREST.

• YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH

RESPECT TO THOSE SECURITIES.

• LACK OF LIQUIDITY —

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.

Risks Relating to Conflicts of Interest

• POTENTIAL CONFLICTS —

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.

PS-5 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

• 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 levels of the Indices. 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) 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 Indices

• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX,

but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect

the level of the S&P 500® Index.

• 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 NASDAQ-100 INDEX® —

Some of the equity securities included in the Nasdaq-100 Index® 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 home countries of the issuers of

those non-U.S. equity securities.

PS-6 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

The Indices

The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets.

For additional information about the S&P 500® Index, see “Equity Index Descriptions — The S&P U.S. Indices” in the accompanying

underlying supplement.

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 Nasdaq-100 Index® is a modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The

Nasdaq Stock Market based on market capitalization. For additional information about the Nasdaq-100 Index®, see “Equity Index

Descriptions — The Nasdaq-100 Index®” in the accompanying underlying supplement.

Historical Information

The following graphs set forth the historical performance of each Index based on the weekly historical closing levels from January 4,

2019 through October 25, 2024. The closing level of the S&P 500® Index on October 31, 2024 was 5,705.45. The closing level of the

Russell 2000® Index on October 31, 2024 was 2,196.652. The closing level of the Nasdaq-100 Index® on October 31, 2024 was

19,890.42. We obtained the closing levels above and below from the Bloomberg Professional® service (“Bloomberg”), without

independent verification.

The historical closing levels of each Index should not be taken as an indication of future performance, and no assurance can be given

as to the closing level of any Index on the Observation Date. There can be no assurance that the performance of the Indices will result

in a payment at maturity in excess of your principal amount, subject to the credit risks of JPMorgan Financial and JPMorgan Chase &

Co.

PS-7 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

Tax Treatment

There is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing

authority. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences,” and in particular the

subsection thereof entitled “— Tax Consequences to U.S. Holders — Notes with a Term of More than One Year — Notes Treated as

Contingent Payment Debt Instruments” in the accompanying product supplement no. 3-I. Based on current market conditions, we

intend to treat the notes for U.S. federal income tax purposes as “contingent payment debt instruments.” Assuming this treatment is

respected, as discussed in that subsection, unlike a traditional debt instrument that provides for periodic payments of interest at a single

fixed rate, with respect to which a cash-method investor generally recognizes income only upon receipt of stated interest, you generally

will be required to accrue original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by

us, although we will not make any payment with respect to the notes until maturity. Upon sale or exchange (including at maturity), you

will recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted

basis in the note, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note.

You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and

the balance as capital loss. The deductibility of capital losses is subject to limitations. Special rules may apply if the amount payable at

maturity is treated as becoming fixed prior to maturity. You should consult your tax adviser concerning the application of these rules.

The discussions herein and in the accompanying product supplement do not address the consequences to taxpayers subject to special

tax accounting rules under Section 451(b) of the Code. Purchasers who are not initial purchasers of notes at their issue price should

PS-8 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

consult their tax advisers with respect to the tax consequences of an investment in notes, including the treatment of the difference, if

any, between the basis in their notes and the notes’ adjusted issue price.

Our intended treatment of the notes as CPDIs will be binding on you, unless you properly disclose to the IRS an alternative treatment.

Also, the IRS may challenge the treatment of the notes as CPDIs. If the IRS successfully challenges the treatment of the notes as

CPDIs, then the notes will be treated as debt instruments that are not CPDIs and, would require the accrual of original issue discount as

ordinary interest income based on a yield to maturity higher than the comparable yield. Accordingly, under this treatment, your annual

taxable income from (and adjusted tax basis in) the notes would be higher than if the notes were treated as CPDIs, and any loss

recognized upon a disposition of the notes (including upon maturity) would be capital loss, the deductibility of which is subject to

limitations. Accordingly, this alternative treatment could result in adverse tax consequences to you.

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 discussions in the preceding paragraphs, when read in combination with the section entitled “Material U.S. Federal Income Tax

Consequences” (and in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Notes with a Term of More

than One Year — Notes Treated as Contingent Payment Debt Instruments”) in the accompanying product supplement, to the extent

they reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax

consequences of owning and disposing of the notes.

Comparable Yield and Projected Payment Schedule

We have determined that the “comparable yield” is an annual rate of 4.84%, compounded semiannually. Based on our determination of

the comparable yield, the “projected payment schedule” per $1,000 principal amount note consists of a single payment at maturity,

equal to $1,210.63. Assuming a semiannual accrual period, the following table sets out the amount of OID that will accrue with respect

to a note during each calendar period, based upon our determination of the comparable yield and projected payment schedule.

Calendar Period

Accrued OID During

Calendar Period (Per

$1,000 Principal Amount

Note)

Total Accrued OID from Original Issue

Date (Per $1,000 Principal Amount

Note) as of End of Calendar Period

November 5, 2024 through December 31, 2024………...........

$7.39

$7.39

January 1, 2025 through December 31, 2025…………..........

$49.35

$56.74

January 1, 2026 through December 31, 2026………..............

$51.76

$108.50

January 1, 2027 through December 31, 2027……….............

$54.30

$162.80

January 1, 2028 through November 3, 2028……………

$47.83

$210.63

The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be

taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yield will be. The

amount you actually receive at maturity or earlier sale or exchange of your notes will affect your income for that year, as

described above under “Tax Treatment.”

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

PS-9 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

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.

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 Indices” 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.

PS-10 | Structured Investments

Capped Notes Linked to the Least Performing of the S&P 500® Index, the

Russell 2000® Index and the Nasdaq-100 Index®

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.

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):

• Product supplement no. 3-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029706/ea153081_424b2.pdf

• Underlying supplement no. 1-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf

• Prospectus supplement and prospectus, each dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf

• Prospectus addendum dated June 3, 2024:

http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm

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.

Calculation of Filing Fee Tables

S-3

JPMORGAN CHASE & CO

Narrative Disclosure

The maximum aggregate offering price of the securities to which the prospectus relates is $331,000. The prospectus is a final prospectus for the related offering.

Submission	Nov. 04, 2024
Submission [Line Items]
Central Index Key	0000019617
Registrant Name	JPMORGAN CHASE & CO
Registration File Number	333-270004
Form Type	S-3
Submission Type	424B2
Fee Exhibit Type	EX-FILING FEES

Fees Summary	Nov. 04, 2024 USD ($)
Fees Summary [Line Items]
Narrative Disclosure
Narrative - Max Aggregate Offering Price	$ 331,000
Final Prospectus	true

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