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

December 23, 2024 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

Pricing supplement to product supplement no. 4-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

$1,321,000

Auto Callable Contingent Interest Notes Linked to the Lesser

Performing of the Common Stock of Uber Technologies, Inc.

and the Common Stock of Eli Lilly and Company due

December 29, 2027

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

• The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for

which the closing price of one share of each of the Reference Stocks is greater than or equal to 70.00% of its Initial

Value, which we refer to as an Interest Barrier.

• The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date

(other than the first through fifth and final Review Dates) is greater than or equal to its Call Value.

• The earliest date on which an automatic call may be initiated is June 23, 2025.

• Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest

Payment may be made with respect to some or all Review Dates.

• Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive

Contingent Interest Payments.

• 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 Reference Stocks. Payments on the notes are linked

to the performance of each of the Reference Stocks individually, as described below.

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

• The notes priced on December 23, 2024 and are expected to settle on or about December 27, 2024.

• CUSIP: 48135WLU8

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-6 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,

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

$27.50

$972.50

Total

$1,321,000

$36,327.50

$1,284,672.50

(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 $27.50 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 $941.60 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

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Reference Stocks: As specified under “Key Terms Relating to

the Reference Stocks” in this pricing supplement

Contingent Interest Payments: If the notes have not been

automatically called and the closing price of one share of each

Reference Stock on any Review Date is greater than or equal to

its Interest Barrier, you will receive on the applicable Interest

Payment Date for each $1,000 principal amount note a

Contingent Interest Payment equal to $10.2083 (equivalent to a

Contingent Interest Rate of 12.25% per annum, payable at a

rate of 1.02083% per month).

If the closing price of one share of either Reference Stock on

any Review Date is less than its Interest Barrier, no Contingent

Interest Payment will be made with respect to that Review Date.

Contingent Interest Rate: 12.25% per annum, payable at a

rate of 1.02083% per month

Interest Barrier / Trigger Value: With respect to each

Reference Stock, 70.00% of its Initial Value, as specified under

“Key Terms Relating to the Reference Stocks” in this pricing

supplement

Call Value: With respect to each Reference Stock, 85.00% of

its Initial Value

Pricing Date: December 23, 2024

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

27, 2024

Review Dates*: January 23, 2025, February 24, 2025, March

24, 2025, April 23, 2025, May 23, 2025, June 23, 2025, July 23,

2025, August 25, 2025, September 23, 2025, October 23, 2025,

November 24, 2025, December 23, 2025, January 23, 2026,

February 23, 2026, March 23, 2026, April 23, 2026, May 26,

2026, June 23, 2026, July 23, 2026, August 24, 2026,

September 23, 2026, October 23, 2026, November 23, 2026,

December 23, 2026, January 25, 2027, February 23, 2027,

March 23, 2027, April 23, 2027, May 24, 2027, June 23, 2027,

July 23, 2027, August 23, 2027, September 23, 2027, October

25, 2027, November 23, 2027 and December 23, 2027 (final

Review Date)

Interest Payment Dates*: January 28, 2025, February 27,

2025, March 27, 2025, April 28, 2025, May 29, 2025, June 26,

2025, July 28, 2025, August 28, 2025, September 26, 2025,

October 28, 2025, November 28, 2025, December 29, 2025,

January 28, 2026, February 26, 2026, March 26, 2026, April 28,

2026, May 29, 2026, June 26, 2026, July 28, 2026, August 27,

2026, September 28, 2026, October 28, 2026, November 27,

2026, December 29, 2026, January 28, 2027, February 26,

2027, March 29, 2027, April 28, 2027, May 27, 2027, June 28,

2027, July 28, 2027, August 26, 2027, September 28, 2027,

October 28, 2027, November 29, 2027 and the Maturity Date

* 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

Maturity Date*: December 29, 2027

Call Settlement Date*: If the notes are automatically called on

any Review Date (other than the first through fifth and final

Review Dates), the first Interest Payment Date immediately

following that Review Date

Automatic Call:

If the closing price of one share of each Reference Stock on

any Review Date (other than the first through fifth and final

Review Dates) 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

Contingent Interest Payment applicable to that Review Date,

payable on the applicable Call Settlement Date. No further

payments will be made on the notes.

Payment at Maturity:

If the notes have not been automatically called and the Final

Value of each Reference Stock is greater than or equal to its

Trigger Value, you will receive a cash payment at maturity, for

each $1,000 principal amount note, equal to (a) $1,000 plus (b)

the Contingent Interest Payment applicable to the final Review

Date.

If the notes have not been automatically called and the Final

Value of either Reference Stock is less than its Trigger Value,

your payment at maturity per $1,000 principal amount note will

be calculated as follows:

$1,000 + ($1,000 × Lesser Performing Stock Return)

If the notes have not been automatically called and the Final

Value of either Reference Stock is less than its Trigger Value,

you will lose more than 30.00% of your principal amount at

maturity and could lose all of your principal amount at maturity.

Lesser Performing Reference Stock: The Reference Stock

with the Lesser Performing Stock Return

Lesser Performing Stock Return: The lower of the Stock

Returns of the Reference Stocks

Stock Return:

With respect to each Reference Stock,

(Final Value – Initial Value)

Initial Value

Initial Value: With respect to each Reference Stock, the closing

price of one share of that Reference Stock on the Pricing Date,

as specified under “Key Terms Relating to the Reference

Stocks” in this pricing supplement

Final Value: With respect to each Reference Stock, the closing

price of one share of that Reference Stock on the final Review

Date

Stock Adjustment Factor: With respect to each Reference

Stock, the Stock Adjustment Factor is referenced in determining

the closing price of one share of that Reference Stock and is set

equal to 1.0 on the Pricing Date. The Stock Adjustment Factor

of each Reference Stock is subject to adjustment upon the

occurrence of certain corporate events affecting that Reference

Stock. See “The Underlyings — Reference Stocks — Anti-

Dilution Adjustments” and “The Underlyings — Reference

Stocks — Reorganization Events” in the accompanying product

supplement for further information.

PS-2 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

Key Terms Relating to the Reference Stocks

Reference Stock

Bloomberg

Ticker Symbol

Initial Value

Interest Barrier

/ Trigger Value

Common stock of Uber Technologies, Inc., par value $0.00001 per share

UBER

$61.87

$43.309

Common stock of Eli Lilly and Company, no par value

LLY

$796.28

$557.396

Supplemental Terms of the Notes

Any values of the Reference Stocks, 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.

How the Notes Work

Payments in Connection with the First through Fifth Review Dates

Payments in Connection with Review Dates (Other than the First through Fifth and Final Review Dates)

The closing price of one share of each Reference

Stock is greater than or equal to its Interest Barrier.

The closing price of one share of either Reference

Stock is less than its Interest Barrier.

First through Fifth Review Dates

Compare the closing price of one share of each Reference Stock to its Interest Barrier on each Review Date.

You will receive a Contingent Interest Payment on the

applicable Interest Payment Date.

Proceed to the next Review Date.

No Contingent Interest Payment will be made with respect to

the applicable Review Date.

Proceed to the next Review Date.

The notes will be automatically called on the applicable Call Settlement Date and you will

receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date.

No further payments will be made on the notes.

Review Dates (Other than the First through Fifth and Final Review Dates)

Automatic Call

The closing price of one

share of each Reference

Stock is greater than or

equal to its Call Value.

The closing price of one

share of either

Reference Stock is less

than its Call Value.

Call

Value You will receive a Contingent Interest

Payment on the applicable Interest

Payment Date.

Proceed to the next Review Date.

The closing price of one

share of each Reference

Stock is greater than or

equal to its Interest

Barrier.

No

Automatic

Call No Contingent Interest Payment will

be made with respect to the

applicable Review Date.

Proceed to the next Review Date.

The closing price of one

share of either Reference

Stock is less than its Interest

Barrier.

Compare the closing price of one share of each Reference Stock to its Call Value and its Interest Barrier on each Review Date

until the final Review Date or any earlier automatic call.

PS-3 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

Payment at Maturity If the Notes Have Not Been Automatically Called

Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the

notes based on the Contingent Interest Rate of 12.25% per annum, depending on how many Contingent Interest Payments are made

prior to automatic call or maturity.

Number of Contingent

Interest Payments

Total Contingent Interest

Payments

36

$367.5000

35

$357.2917

34

$347.0833

33

$336.8750

32

$326.6667

31

$316.4583

30

$306.2500

29

$296.0417

28

$285.8333

27

$275.6250

26

$265.4167

25

$255.2083

24

$245.0000

23

$234.7917

22

$224.5833

21

$214.3750

20

$204.1667

19

$193.9583

18

$183.7500

17

$173.5417

16

$163.3333

Review Dates Preceding the

Final Review Date

You will receive (a) $1,000 plus (b) the

Contingent Interest Payment

applicable to the final Review Date.

The notes are not

automatically called.

Proceed to maturity

Final Review Date Payment at Maturity

The Final Value of each Reference Stock is

greater than or equal to its Trigger Value.

You will receive:

$1,000 + ($1,000 × Lesser Performing

Stock Return)

Under these circumstances, you will

lose some or all of your principal

amount at maturity.

The Final Value of either Reference Stock is less

than its Trigger Value.

PS-4 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

15

$153.1250

14

$142.9167

13

$132.7083

12

$122.5000

11

$112.2917

10

$102.0833

9

$91.8750

8

$81.6667

7

$71.4583

6

$61.2500

5

$51.0417

4

$40.8333

3

$30.6250

2

$20.4167

1

$10.2083

0

$0.0000

Hypothetical Payout Examples

The following examples illustrate payments on the notes linked to two hypothetical Reference Stocks, assuming a range of

performances for the hypothetical Lesser Performing Reference Stock on the Review Dates. Solely for purposes of this section, the

Lesser Performing Reference Stock with respect to each Review Date is the lesser performing of the Reference Stocks

determined based on the closing price of one share of each Reference Stock on that Review Date compared with its Initial

Value.

The hypothetical payments set forth below assume the following:

• an Initial Value for each Reference Stock of $100.00;

• an Interest Barrier and a Trigger Value for each Reference Stock of $70.00 (equal to 70.00% of its hypothetical Initial Value);

• a Call Value for each Reference Stock of $85.00 (equal to 85.00% of its hypothetical Initial Value); and

• a Contingent Interest Rate of 12.25% per annum.

The hypothetical Initial Value of each Reference Stock of $100.00 has been chosen for illustrative purposes only and does not

represent the actual Initial Value of either Reference Stock. The actual Initial Value of each Reference Stock is the closing price of one

share of that Reference Stock on the Pricing Date and is specified under “Key Terms Relating to the Reference Stocks” in this pricing

supplement. For historical data regarding the actual closing prices of one share of each Reference Stock, please see the historical

information set forth under “The Reference Stocks” in this pricing supplement.

Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser

of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.

PS-5 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

Example 1 — Notes are automatically called on the sixth Review Date.

Date

Closing Price of One Share of

Lesser Performing Reference

Stock

Payment (per $1,000 principal amount note)

First Review Date

$105.00

$10.2083

Second Review Date

$115.00

$10.2083

Third through Fifth

Review Dates

Greater than Call Value

$10.2083

Sixth Review Date

$110.00

$1,010.2083

Total Payment

$1,061.25 (6.125% return)

Because the closing price of one share of each Reference Stock on the sixth 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, of $1,010.2083 (or $1,000 plus the

Contingent Interest Payment applicable to the sixth Review Date), payable on the applicable Call Settlement Date. The notes are not

automatically callable before the sixth Review Date, even though the closing price of one share of each Reference Stock on each of the

first through fifth Review Dates is greater than its Call Value. When added to the Contingent Interest Payments received with respect to

the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,061.25. No further payments will be made

on the notes.

Example 2 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Reference Stock is

greater than or equal to its Trigger Value.

Date

Closing Price of One Share of

Lesser Performing Reference

Stock

Payment (per $1,000 principal amount note)

First Review Date

$90.00

$10.2083

Second Review Date

$85.00

$10.2083

Third through Thirty-Fifth

Review Dates

Less than Interest Barrier

$0

Final Review Date

$90.00

$1,010.2083

Total Payment

$1,030.625 (3.0625% return)

Because the notes have not been automatically called and the Final Value of the Lesser Performing Reference Stock is greater than or

equal to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,010.2083 (or $1,000 plus the

Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with

respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,030.625.

Example 3 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Reference Stock is less

than its Trigger Value.

Date

Closing Price of One Share of

Lesser Performing Reference

Stock

Payment (per $1,000 principal amount note)

First Review Date

$40.00

$0

Second Review Date

$45.00

$0

Third through Thirty-Fifth

Review Dates

Less than Interest Barrier

$0

Final Review Date

$40.00

$400.00

Total Payment

$400.00 (-60.00% return)

Because the notes have not been automatically called, the Final Value of the Lesser Performing Reference Stock is less than its

Trigger Value and the Lesser Performing Stock Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principal amount

note, calculated as follows:

$1,000 + [$1,000 × (-60.00%)] = $400.00

PS-6 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

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 either

Reference Stock is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final

Value of the Lesser Performing Reference Stock is less than its Initial Value. Accordingly, under these circumstances, you will lose

more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.

• THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —

If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if

the closing price of one share of each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the

closing price of one share of either Reference Stock on that Review Date is less than its Interest Barrier, no Contingent Interest

Payment will be made with respect to that Review Date. Accordingly, if the closing price of one share of either Reference Stock on

each Review Date is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.

• 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.

• 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.

• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS

THAT MAY BE PAID OVER THE TERM OF THE NOTES,

regardless of any appreciation of either Reference Stock, which may be significant. You will not participate in any appreciation of

either Reference Stock.

• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —

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

each individual Reference Stock. Poor performance by either of the Reference Stocks over the term of the notes may result in the

notes not being automatically called on a Review Date, may negatively affect whether you will receive a Contingent Interest

Payment on any Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by

the other Reference Stock.

PS-7 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING REFERENCE STOCK.

• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —

If the Final Value of either Reference Stock is less than its Trigger Value and the notes have not been automatically called, the

benefit provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Lesser Performing

Reference Stock.

• 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 six months and you will

not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be

able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate 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.

• YOU WILL NOT RECEIVE DIVIDENDS ON EITHER REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO

EITHER REFERENCE STOCK.

• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST

BARRIER OR TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.

• 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.

• 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.

PS-8 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

• 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 prices of one share of the Reference Stocks. 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 Reference Stocks

• NO AFFILIATION WITH EITHER REFERENCE STOCK ISSUER —

We have not independently verified any of the information about either Reference Stock issuer contained in this pricing

supplement. You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for

either Reference Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.

• LIMITED TRADING HISTORY WITH RESPECT TO THE COMMON STOCK OF UBER TECHNOLOGIES, INC. —

The common stock of Uber Technologies, Inc. commenced trading on the New York Stock Exchange on May 10, 2019 and

therefore has limited historical performance. Accordingly, historical information for the common stock of Uber Technologies, Inc. is

available only since that date. Past performance should not be considered indicative of future performance.

• THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —

The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation

agent may make adjustments in response to events that are not described in the accompanying product supplement to account for

any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a

holder of the notes in making these determinations.

PS-9 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

The Reference Stocks

All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available

sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as

amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the

relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with

the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the

table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents

are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service (“Bloomberg”), without

independent verification.

Reference Stock

Bloomberg Ticker

Symbol

Relevant

Exchange

SEC File

Number

Closing Price on

December 23, 2024

Common stock of Uber Technologies, Inc., par

value $0.00001 per share

UBER

New York Stock

Exchange

001-38902

$61.87

Common stock of Eli Lilly and Company, no

par value

LLY

New York Stock

Exchange

001-06351

$796.28

According to publicly available filings of the relevant Reference Stock issuer with the SEC:

• Uber Technologies, Inc. develops and operates proprietary technology applications supporting a variety of offerings on its

platform that connects (i) consumers with providers of ride services for ridesharing services, (ii) consumers with restaurants,

grocers and other stores with delivery service providers for meal preparation, grocery and other delivery services, (iii)

consumers with public transportation networks and (iv) shippers with carriers in the freight industry by providing carriers with

the ability to book a shipment, transportation management and other logistics services.

• Eli Lilly and Company discovers, develops, manufactures and markets products in a single business segment — human

pharmaceutical products.

Historical Information

The following graphs set forth the historical performance of the common stock of Uber Technologies, Inc. based on the weekly historical

closing prices of one share of that Reference Stock from May 10, 2019 through December 20, 2024 and the historical performance of

the common stock of Eli Lilly and Company based on the weekly historical closing prices of one share of that Reference Stock from

January 4, 2019 through December 20, 2024. The common stock of Uber Technologies, Inc. commenced trading on the New York

Stock Exchange on May 10, 2019 and therefore has limited historical performance. The closing prices above and below may have

been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings

and bankruptcy.

The historical closing prices of one share of each Reference Stock should not be taken as an indication of future performance, and no

assurance can be given as to the closing price of one share of either Reference Stock on any Review Date. There can be no

assurance that the performance of the Reference Stocks will result in the return of any of your principal amount or the payment of any

interest.

PS-10 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

Tax Treatment

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product

supplement no. 4-I. In determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as

prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as

described in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes

Treated as Prepaid Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. Based on the

advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other

reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the notes

could be materially 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 and the relevance of factors such as the nature of the

underlying property to which the instruments are linked. 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 affect the

tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above 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. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes,

including possible alternative treatments and the issues presented by the notice described above.

Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and

although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least

if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)

withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an

applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with

respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the

notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or

reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment

of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above.

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

PS-11 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

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.

In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.

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.

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

PS-12 | Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of

the Common Stock of Uber Technologies, Inc. and the Common Stock of

Eli Lilly and Company

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 “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return

profile of the notes and “The Reference Stocks” 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.

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. 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. 4-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_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 $1,321,000. The prospectus is a final prospectus for the related offering.

Submission	Dec. 26, 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	Dec. 26, 2024 USD ($)
Fees Summary [Line Items]
Narrative Disclosure
Narrative - Max Aggregate Offering Price	$ 1,321,000
Final Prospectus	true

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