Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023,
product supplement no. 4-I dated April 13, 2023,
underlying supplement no. 1-I dated April 13, 2023 and
prospectus addendum dated June 3, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01
Dated July 26, 2024
Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC |
Structured
Investments |
$3,000,000
Range Accrual Notes Linked
to the SPDR® Gold Trust due July 29, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase
& Co. |
General
| · | The
notes are designed for investors who seek a Contingent Coupon Payment (as defined below) with respect to each quarterly Coupon Payment
Date based on the number of business days during the relevant Coupon Observation Period on which the closing price of one share of the
Fund is greater than or equal to the Lower Barrier Price and less than or equal to the Upper Barrier Price, which we refer to as the
accrual conditions. Investors should be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Coupon Payments. |
| · | At
maturity, if the Final Share Price is greater than the Upper Barrier Price, you will receive an unleveraged return of 1% of the principal
amount of your notes for every 1% that the Fund Return is greater than the Upper Barrier, subject to a Maximum Return of 20.00%. If the
Final Share Price is less than the Lower Barrier Price, you will lose 1% of the principal amount of your notes for every 1% that the
Fund Return is less than the Lower Barrier. In such circumstances, you will lose some or a substantial portion of your principal amount
at maturity. |
| · | The
notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. |
| · | Minimum
denominations of $10,000 and integral multiples of $1,000 in excess thereof |
Key Terms
Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor: |
JPMorgan Chase & Co. |
Fund: |
The SPDR® Gold Trust (Bloomberg ticker: GLD UP) |
Contingent Coupon Payments: |
On each Coupon Payment Date, for each $1,000 principal amount note, investors
will receive an amount in cash equal to:
the product of (i) the quotient of: (a) the number of business
days during the Coupon Observation Period immediately preceding such Coupon Payment Date when the closing price of one share of the Fund
was (1) greater than or equal to the Lower Barrier Price and (2) less than or equal to the Upper Barrier Price divided by (b) the
number of business days in such Coupon Observation Period times (ii) $15.00.
The coupon paid on any Coupon Payment Date will be paid to the holders
of record as of the close of business on the Regular Record Date for such Coupon Payment Date. |
Coupon Observation Period: |
The period from, but excluding, the Coupon Observation Date immediately preceding the relevant Coupon Observation Date (or the Strike Date, in the case of the initial Coupon Observation Date) to and including the relevant Coupon Observation Date |
Lower Barrier Price: |
$200.8636, which represents 92.00% (the “Lower Barrier”) of the Share Strike Price |
Upper Barrier Price: |
$235.7964, which represents 108.00% (the “Upper Barrier”) of the Share Strike Price |
Payment at Maturity: |
In addition to the Contingent Coupon Payment applicable to the final Coupon Observation Period, you will be entitled to a cash payment at maturity as follows:
If the Final Share Price is greater than the Upper Barrier Price, you will receive a cash payment at maturity that provides you with a return per $1,000 principal amount note of 1% of the principal amount of your notes for every 1% that the Fund Return is greater than the Upper Barrier, subject to the Maximum Return, calculated as follows:
$1,000 + [$1,000 × (Fund Return – 8.00%)], subject to the Maximum Return
Due to the formula
used to determine the payment at maturity, excluding any applicable Contingent Coupon Payment
for the final Coupon Observation Date, you will not receive a payment that exceeds the principal
amount of your notes unless the Fund Return is greater than 8.00%, and even if the Fund Return
is greater than 8.00%, the return on your notes will be less than the Fund Return.
If the Final Share Price is greater than or equal to the Lower Barrier Price and less than or equal to the Upper Barrier Price, you will receive the principal amount of your notes at maturity.
If the Final Share Price is less than the Lower Barrier Price, you will lose 1% of the principal amount of your notes for every 1% that the Fund Return is less than the Lower Barrier. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 x (Fund Return + 8.00%)]
Accordingly, you will lose some or a substantial portion of your principal amount at maturity. |
Maximum Return: |
20.00%. For example, if the Fund Return is equal to or greater than 28.00%, you will receive the Maximum Return of 20.00%, which entitles you to a maximum payment at maturity, excluding any applicable Contingent Coupon Payment, of $1,200.00 per $1,000 principal amount note that you hold. |
Strike Date: |
July 25, 2024 |
Pricing Date: |
July 26, 2024 |
Original Issue Date: |
On or about July 31, 2024 |
Valuation Date*: |
July 26, 2027 |
Maturity Date*: |
July 29, 2027 |
CUSIP: |
48135PB26 |
Other Key Terms: |
See “Additional Key Terms” in this pricing supplement |
| * | 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 a Single
Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Fund)” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product supplement |
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-5 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 |
$1,000.00 |
$7.50 |
$992.50 |
Total |
$3,000,000.00 |
$22,500.00 |
$2,977,500.00 |
| (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 $7.50 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 $970.70 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.
![](https://www.sec.gov/Archives/edgar/data/1665650/000101376224002691/image_001.jpg)
Additional Terms Specific to the Notes
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes, of
which these notes are a part, the accompanying prospectus addendum, and the more detailed information contained in the accompanying product
supplement and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains
the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures
or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk
Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying
prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment,
legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at
www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our”
refer to JPMorgan Financial.
Additional Key Terms
Share Adjustment Factor: |
Share Adjustment Factor is referenced in determining the closing price of one share of the Fund and is set initially at 1.0 on the Strike Date. The Share Adjustment Factor is subject to adjustment upon the occurrence of certain events affecting the Fund. See “The Underlyings —Funds— Anti-Dilution Adjustments” in the accompanying product supplement for further information. |
Fund Return: |
(Final Share Price – Share Strike Price)
Share Strike Price |
Share Strike Price: |
$218.33, which was the closing price of one share of the Fund on the Strike Date. The Share Strike Price is not determined by reference to the closing price of one share of the Fund on the Pricing Date. |
Final Share Price: |
The closing price of one share of the Fund on the Valuation Date |
Coupon Observation Dates*: |
October 25, 2024, January 27, 2025, April 25, 2025, July 25, 2025, October 27, 2025, January 26, 2026, April 27, 2026, July 27, 2026, October 26, 2026, January 25, 2027, April 26, 2027 and July 26, 2027 (final Coupon Observation Date) |
Coupon Payment Dates*: |
October 30, 2024, January 30, 2025, April 30, 2025, July 30, 2025, October 30, 2025, January 29, 2026, April 30, 2026, July 30, 2026, October 29, 2026, January 28, 2027, April 29, 2027 and July 29, 2027 |
Regular Record Dates*: |
If payable, a Contingent Coupon Payment will be made to the holders of record at the close of business on the business day immediately preceding the applicable Coupon Payment Date. |
JPMorgan Structured Investments — | PS- 1 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
What Are the Payments on the Notes, Assuming
a Range of Performances for the Fund?
The following table illustrates the method we will use to
calculate the Contingent Coupon Amount with respect to a Coupon Payment Date.
The numbers in the first column in the table below represent
the number of reference dates (“N”) during any given Coupon Observation Period for which the closing price of one share of
the Fund is (i) greater than or equal to its Lower Barrier Price and (ii) less than or equal to its Upper Barrier Price. The second column
assumes the number of business days in each period is 60 days. 60 days has been selected for illustrative purposes. The actual number
of days in a Coupon Observation Period will likely be more or less than 60. The amounts in the third column represent the hypothetical
Contingent Coupon Payment that would be payable with respect to a given Coupon Observation Period for a given number of reference dates
during which the accrual conditions are satisfied (as specified in the first column). The maximum coupon amount payable in respect of
any quarterly Coupon Observation Period is $15.00. The numbers appearing in the following table are hypothetical for illustrative purposes
only, and have been rounded for ease of analysis.
Hypothetical
number of days
accrual
conditions are
satisfied (A) |
Assumed number of
business days in a Coupon
Observation Period (B) |
Coupon to be paid on the
related coupon payment
date
(Fraction (A/B) × $15.00) |
0 |
60 |
$0.00 |
12 |
60 |
$3.00 |
24 |
60 |
$6.00 |
36 |
60 |
$9.00 |
48 |
60 |
$12.00 |
60 |
60 |
$15.00 |
JPMorgan Structured Investments — | PS- 2 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
The following table and examples illustrate the hypothetical
total return and the hypothetical payment at maturity, excluding any applicable Contingent Coupon Payment, on the notes. The “total
return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at
maturity, excluding any applicable Contingent Coupon Payment, per $1,000 principal amount note to $1,000. Each hypothetical total return
or payment at maturity set forth below assumes a hypothetical Share Strike Price of $100.00 an Upper Barrier Price of $108.00 and a Lower
Barrier Price of $92.00 and reflects the Maximum Return of 20.00%. The hypothetical Share Strike Price of $100.00 has been chosen for
illustrative purposes only and does not represent the actual Share Strike Price. Each hypothetical total return or payment at maturity
set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable to a purchaser
of the notes. The numbers appearing in the following table and in the examples below have been rounded for ease of analysis.
Final Share Price (1) |
Fund Return |
Total Return |
$180.00 |
80.00% |
20.00% |
$170.00 |
70.00% |
20.00% |
$160.00 |
60.00% |
20.00% |
$150.00 |
50.00% |
20.00% |
$140.00 |
40.00% |
20.00% |
$130.00 |
30.00% |
20.00% |
$128.00 |
28.00% |
20.00% |
$120.00 |
20.00% |
12.00% |
$115.00 |
15.00% |
7.00% |
$108.01 |
8.01% |
0.01% |
$108.00 |
8.00% |
0.00% |
$105.00 |
5.00% |
0.00% |
$102.50 |
2.50% |
0.00% |
$100.00 |
0.00% |
0.00% |
$97.50 |
-2.50% |
0.00% |
$95.00 |
-5.00% |
0.00% |
$92.00 |
-8.00% |
0.00% |
$91.99 |
-8.01% |
-0.01% |
$90.00 |
-10.00% |
-2.00% |
$80.00 |
-20.00% |
-12.00% |
$70.00 |
-30.00% |
-28.00% |
$60.00 |
-40.00% |
-32.00% |
$50.00 |
-50.00% |
-42.00% |
$40.00 |
-60.00% |
-52.00% |
$30.00 |
-70.00% |
-62.00% |
$20.00 |
-80.00% |
-72.00% |
$10.00 |
-90.00% |
-82.00% |
$0.00 |
-100.00% |
-92.00% |
(1) The Final Share Price is the closing price of one share
of the Fund on the Valuation Date.
Hypothetical Examples of Amounts Payable
on the Notes at Maturity
The following examples illustrate how payments on the notes
in different hypothetical scenarios are calculated.
Example 1: The price of one share of the Fund increases
from the Share Strike Price of $100.00 to a Final Share Price of $115.00.
Because the Final Share Price of $115.00 is greater than the
Upper Barrier Price of $108.00, and the Fund Return minus 10.00% does not exceed the Maximum Return of 20.00%, the investor receives
payment at maturity of $1,070.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (15.00% - 8.00%)]
= $1,070.00
Example 2: The price of one share of the Fund decreases from
the Share Strike Price of $100.00 to a Final Share Price of $92.00.
Because the Final Share Price of $92.00 is less than the Share
Strike Price of $100.00 and is greater than or equal to the Lower Barrier Price of $92.00, the investor receives a full repayment of the
principal equal to $1,000.00 per $1,000 principal amount note.
Example 3: The price of one share of the Fund increases from
the Share Strike Price of $100.00 to a Final Share Price of $150.00.
Because the Final Share Price of $150.00 is greater than the
Upper Barrier Price of $108.00 and the Fund Return minus 8.00% exceeds the Maximum Return of 20.00%, the investor receives payment
at maturity of $1,200.00 per $1,000 principal amount note, the maximum payment at maturity, excluding any applicable Contingent Coupon
Payment.
JPMorgan Structured Investments — | PS- 3 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
Example 4: The price of one share of the Fund decreases from
the Share Strike Price of $100.00 to a Final Share Price of $50.00.
Because the Final Share Price of $50.00 is less than the Lower
Barrier Price of $92.00, the investor receives payment at maturity of $580.00 per $1,000 principal amount note calculated as follows:
$1,000 + [$1,000 x (-50.00% + 8.00%)]
= $580.00
The hypothetical payments on the notes shown above apply only
if you hold the notes for their entire term. These hypotheticals do not reflect fees or expenses that would be associated with any
sale in the secondary market. If these fees and expenses were included, the hypothetical payments shown above would likely be lower.
Selected Purchase Considerations
| · | CAPPED, UNLEVERAGED APPRECIATION POTENTIAL AT MATURITY
IF THE FINAL SHARE PRICE IS GREATER THAN THE UPPER BARRIER PRICE — The notes provide the opportunity to earn a capped,
unleveraged return if the Final Share Price is greater than the Upper Barrier Price, up to the Maximum Return of 20.00%. Accordingly,
the maximum payment at maturity, excluding any applicable Contingent Coupon Payment for the final Coupon Observation Date, is $1,200.00
per $1,000 principal amount note. Because the notes are our unsecured and unsubordinated obligations, the payment of which is
fully and unconditionally guaranteed by JPMorgan Chase & Co., payment of any amount on the notes is subject to our ability
to pay our obligations as they become due and JPMorgan Chase & Co.’s ability to pay its obligations as they become
due. |
| · | CONTINGENT COUPON PAYMENTS — The notes offer
the potential to accrue a coupon during each Coupon Observation Date if the share price of the Fund remains within the Barrier Prices
set forth in this pricing supplement. A coupon will accrue for each business day that the closing price of one share of the Fund is (1)
greater than or equal to the Lower Barrier Price and (2) less than or equal to the Upper Barrier Price. The maximum coupon that may be
accrued during each Coupon Observation Period is equal to $15.00. Because of the formula used to calculate the Contingent Coupon Payments
applicable to your notes, if, on any business day in any applicable Coupon Observation Period, the closing price of one share of the Fund
is less than its Lower Barrier Price or greater than its Upper Barrier Price, the coupon amount payable for that Coupon Observation Period
will be reduced. If, on each business day during any applicable Coupon Observation Period, the closing price of one share of the Fund
is less than its Lower Barrier Price or greater than its Upper Barrier Price, no Contingent Coupon Payment will be made with respect to
that Coupon Observation Period. If payable, a Contingent Coupon Payment will be made to the holders of record at the close of business
on the business day immediately preceding the applicable Coupon Payment Date. |
| · | LOSS OF PRINCIPAL BEYOND LOWER BARRIER PRICE —
We will pay you your principal back at maturity if the Final Share Price is greater than or equal to the Lower Barrier Price. If the Final
Share Price is less than the Lower Barrier Price, for every 1% that the Fund Return is less than the Lower Barrier, you will lose an amount
equal to 1% of the principal amount of your notes. Accordingly, you may lose some or a substantial amount of your principal amount at
maturity. |
| · | RETURN LINKED TO THE SPDR® GOLD TRUST
— The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment
objective of the SPDR® Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the expenses
of the SPDR® Gold Trust’s operations. The SPDR® Gold Trust holds gold bars. We refer to gold
as the Underlying Commodity with respect to the Fund. For additional information about the SPDR® Gold Trust, see “Fund
Descriptions — The SPDR® Gold Trust” in the accompanying underlying supplement. |
| · | 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 Latham & Watkins 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. Assuming this treatment
is respected, subject to the following sentence, the gain or loss on your notes should be treated as short-term capital gain or loss unless
you hold your notes for more than a year, in which case the gain or loss should be long-term capital gain or loss, subject to the possible
application of the “constructive ownership” rules, whether or not you are an initial purchaser of notes at the issue price.
However, if you sell your notes between Contingent Interest Payment Dates, it is likely that you will be treated as having ordinary income
equal to the amount of the Contingent Interest Payment that has accrued as of the date of the sale. You should consult your tax adviser
regarding this issue. The notes could be treated as “constructive ownership transactions” within the meaning of Section 1260
of the Code, in which case any gain recognized in respect of the notes that would otherwise be long-term capital gain and that was in
excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary income, and
a notional interest charge would apply as if that income had accrued for tax purposes at a constant yield over your holding period for
the notes. Our special tax counsel has not expressed an opinion with respect to whether the constructive ownership rules apply to the
notes. Accordingly, you should consult your tax adviser regarding the potential application of the constructive ownership rules. In addition,
you should review the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders —
Notes Treated as Open Transactions That Are Not Debt Instruments — |
JPMorgan Structured Investments — | PS- 4 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
Potential Application of the Constructive Ownership Rules”
in the accompanying product supplement. 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 these
payments 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 (such an index, a “Qualified Index”). 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.
FATCA. Withholding under legislation
commonly referred to as “FATCA” could apply to payments with respect to the notes that are treated as U.S.-source “fixed
or determinable annual or periodical” income (“FDAP Income”) for U.S. federal income tax purposes (such as interest,
if the notes are recharacterized, in whole or in part, as debt instruments, or Contingent Interest Payments if they are otherwise treated
as FDAP Income). If the notes are recharacterized, in whole or in part, as debt instruments, withholding could also apply to payments
of gross proceeds of a taxable disposition, including an early redemption or redemption at maturity, although under recently proposed
regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no withholding will apply
to payments of gross proceeds (other than any amount treated as FDAP Income). You should consult your tax adviser regarding the potential
application of FATCA 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.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing
in the notes is not equivalent to investing directly in the Fund or any of the component securities of the Fund. 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 a full return of principal. If the Final Share Price is less than the Lower Barrier Price, you will
lose 1% of your principal amount at maturity for every 1% that the Fund Return is less than the Lower Barrier. Accordingly, under these
circumstances, you will lose some or a substantial portion of your principal amount at maturity. |
| · | EVEN IF YOU RECEIVE A POSITIVE RETURN ON YOUR NOTES AT
MATURITY, YOUR PERCENTAGE RETURN BASED ON THE PERFORMANCE OF THE FUND MAY BE LESS THAN THE FUND RETURN AND THE POTENTIAL FOR THE VALUE
OF YOUR NOTES TO INCREASE WILL BE LIMITED — Due to the formula used to determine the payment at maturity, excluding any applicable
Contingent Coupon Payment for the final Coupon Observation Date, you will not receive a payment that exceeds the principal amount of your
notes unless the Fund Return is greater than 8.00%, and even if the Fund Return is greater than 8.00%, the return on your notes will be
less than the Fund Return. |
JPMorgan Structured Investments — | PS- 5 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
| · | THE NOTES DO NOT GUARANTEE THE PAYMENT OF A COUPON AND
MAY NOT PAY ANY COUPONS AT ALL — The terms of the notes differ from those of conventional debt securities in that, among other
things, whether we pay any coupon is linked to the performance of the Fund. Contingent Coupon Payments should not be viewed as periodic
interest payments. A Contingent Coupon Payment will accrue with respect to a Coupon Observation Period only for each business day during
such Coupon Observation Period that the closing price of one share of the Fund is greater than or equal to the Lower Barrier Price and
less than or equal to the Upper Barrier Price. If, with respect to any business day during a Coupon Observation Period, the closing price
of one share of the Fund is less than the Lower Barrier Price or greater than the Upper Barrier Price, no coupon will accrue on such day
and the Contingent Coupon Payment with respect to the corresponding Coupon Payment Date will be reduced. Therefore, if the closing price
of one share of the Fund is less than its Lower Barrier Price or greater than its Upper Barrier Price on each business day for an entire
Coupon Observation Period, you will receive no Contingent Coupon Payment on the corresponding Coupon Payment Date. |
| · | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE
& CO. — The notes are subject to our and JPMorgan Chase & Co.’s credit risks, and our and JPMorgan Chase &
Co.’s credit ratings and credit spreads may adversely affect the market value of the notes. 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. |
| · | PRIOR TO THE FINAL COUPON OBSERVATION DATE, THE RETURN
ON THE NOTES IS LIMITED TO CONTINGENT COUPON PAYMENTS WHICH WILL ACCRUE ONLY IF THE PRICE OF THE FUND STAYS WITHIN A SPECIFIED RANGE,
AND YOU MAY RECEIVE LESS THAN THE AMOUNT OF INTEREST YOU COULD RECEIVE ON A DIFFERENT METHOD OF ACCRUAL — The Contingent Coupon
Payments for each Coupon Payment Date is different from, and may be less than, a coupon determined based on the percentage difference
of the closing prices of one share of the Fund between the Pricing Date and any Coupon Observation Date or between two Coupon Observation
Dates. Accordingly, the Contingent Coupon Payments, if any, on the notes may be less than the return you could earn on another instrument
linked to the Fund that pays coupons based on the performance of the Fund from the Pricing Date to any Coupon Observation Date or from
Coupon Observation Date to Coupon Observation Date. |
| · | NO DIVIDEND PAYMENTS OR VOTING
RIGHTS — As a holder of the notes, you will not have voting rights or rights to receive cash dividends or other distributions
or other rights that holders of the shares of the Fund or of the Underlying Commodity would have. |
| · | LACK OF LIQUIDITY — The notes will not be listed
on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not required to do so. Even if
there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers
are not likely to make a secondary market for the notes, 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. |
Risks Relating to Conflicts of Interest
| · | POTENTIAL CONFLICTS — We and our affiliates
play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and as an agent of the offering
of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated
value of the notes when the terms of the notes are set, which we refer to as the estimated value of the notes. In performing these duties,
our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and other affiliates of
ours are potentially adverse to your interests as an investor in the notes. In addition, our and JPMorgan Chase & Co.’s business
activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic interests to be adverse
to yours and could adversely affect any payment on the notes and the value of 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 for additional information about these risks. |
In addition, the benchmark price of the Fund’s
Underlying Commodity is administered by the London Bullion Market Association (“LBMA”) or an independent service provider
appointed by the LBMA, and we are, or one of our affiliates is, a price participant that contributes to the determination of that price.
Furthermore, our affiliate is the custodian of each Fund. We and our affiliates will have no obligation to consider your interests as
a holder of
JPMorgan Structured Investments — | PS- 6 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
the notes in taking any actions in connection with our roles as
a price participant and a custodian that might affect the Fund or the notes.
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 — The estimated value of the notes is determined by reference
to internal pricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market
conditions and other relevant factors existing at that time and assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. 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. See
“The Estimated Value of the Notes” in this pricing supplement. |
| · | THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE
TO AN INTERNAL FUNDING RATE — The internal funding rate used in the determination of the estimated value of the notes may differ
from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or
its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes
as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional
fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which
may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement. |
| · | THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH
MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD
— We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to
you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
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. 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 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. See the immediately following risk consideration
for information about additional factors that will impact any secondary market prices of the 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. See “— Lack of Liquidity”
below.
| · | 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 price of one share of the Fund. |
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.
JPMorgan Structured Investments — | PS- 7 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
Risks Relating to the Fund
| · | THE FUND IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL
AND WILL NOT BE SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE ACT —
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies or
commodity pools. |
| · | THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY
DURING PERIODS OF MARKET VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING COMMODITY, AS WELL AS THE NET
ASSET VALUE PER SHARE — The Fund does not fully replicate the performance of its Underlying Commodity due to the fees and expenses
charged by the Fund or by restrictions on access to the relevant Underlying Commodity due to other circumstances. The Fund does not generate
any income, and as the Fund regularly sells its Underlying Commodity to pay for ongoing expenses, the amount of its Underlying Commodity
represented by each share gradually declines over time. The Fund sells its Underlying Commodity to pay expenses on an ongoing basis irrespective
of whether the trading price of the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by
the Fund of its Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could adversely affect the value
of the notes. Additionally, there is a risk that part or all of the Fund’s holdings in its Underlying Commodity could be lost, damaged
or stolen. Access to the Fund’s Underlying Commodity could also be restricted by natural events (such as an earthquake) or human
actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the performance of the Fund and its
Underlying Commodity. In addition, because the shares of the Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund. |
During periods of market volatility, the Underlying
Commodity of the Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset
value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of market volatility may also disrupt the
ability of market participants to create and redeem shares of the Fund. Further, market volatility may adversely affect, sometimes materially,
the prices at which market participants are willing to buy and sell shares of the Fund. As a result, under these circumstances, the market
value of shares of the Fund may vary substantially from the net asset value per share of the Fund. For all of the foregoing reasons, the
performance of the Fund may not correlate with the performance of its Underlying Commodity, as well as the net asset value per share of
the Fund, which could materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the
notes.
| · | THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH
RESPECT TO THE FUND — The investment objective of the Fund is to reflect the performance of the price of gold bullion, less
the expenses of the Fund’s operations. The price of gold is primarily affected by the global demand for and supply of gold. The
market for gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected
by numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system, expectations
regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price
of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial, political, regulatory,
judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry demand as well as lending, sales
and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions that
hold gold. Additionally, gold prices may be affected by levels of gold production, production costs and short-term changes in supply and
demand due to trading activities in the gold market. From time to time, above-ground inventories of gold may also influence the market.
It is not possible to predict the aggregate effect of all or any combination of these factors. The price of gold has recently been, and
may continue to be, extremely volatile. |
| · | THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE
LBMA WITH RESPECT TO THE FUND — The investment objective of the Fund is to reflect the performance of the price of gold bullion,
less the expenses of Fund’s operations. The prices of gold is determined by the LBMA or an independent service provider appointed
by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA
are supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity.
If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of
regulation currently not in place, the role of the LBMA gold prices as a global benchmark for the values of gold may be adversely affected.
The LBMA is a principals’ market, which operates in a manner more closely analogous to an over-the-counter physical commodity market
than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of LBMA trading. For example,
there are no daily price limits on the LBMA which would otherwise restrict fluctuations in the prices of LBMA contracts. In a declining
market, it is possible that prices would continue to decline without limitation within a trading day or over a period of trading days.
The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA gold prices, which could adversely affect the value
of the notes. The LBMA, or an independent service provider appointed by the LBMA, will have no obligation to consider your interests in
calculating or revising the LBMA gold prices. |
| · | SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN,
AND MAY NOT CORRELATE WITH, THE PRICES OF COMMODITIES GENERALLY — The Fund is linked to a single commodity and not to a diverse
basket of commodities or a broad-based commodity index. The Fund’s Underlying Commodity may not correlate to the price of commodities
generally and may diverge significantly from the prices of commodities generally. As a |
JPMorgan Structured Investments — | PS- 8 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
result, the notes carry greater risk and may be more volatile
than notes linked to the prices of more commodities or a broad-based commodity index.
| · | THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED
— The calculation agent will make adjustments to the Share Adjustment Factor for the Fund for certain events affecting the shares
of the Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the
Fund. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected. |
Historical Information
The following graph sets forth the historical performance
of the Fund based on the weekly historical closing prices of the Fund from January 4, 2019 through July 26, 2024. The closing price of
one share of the Fund on July 26, 2024 was $220.63.
We obtained the various closing prices of the Fund above
and below from Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical
prices of the Fund 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 the Fund on any Coupon Observation Date, including the Valuation Date. There can be no assurance that the performance of
the Fund will result in the return of any of your principal amount or the payment of any interest.
![](https://www.sec.gov/Archives/edgar/data/1665650/000101376224002691/image_002.jpg)
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. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes — The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from
Others’ Estimates” in this pricing supplement.
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. We or one or more of
our affiliates will retain any profits realized in hedging our obligations under the notes. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes —
JPMorgan Structured Investments — | PS- 9 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
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 “What Are the Payments on the Notes, Assuming
a Range of Performances for the Fund?” and “Hypothetical Examples of Amounts Payable on the Notes” in this pricing supplement
for an illustration of the risk-return profile of the notes and “Selected Purchase Considerations — Return Linked to the SPDR®
Gold Trust” 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.
Supplemental Terms of the Notes
Any
values of the Fund, 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.
Validity of the Notes and the Guarantee
In the opinion of Latham & Watkins LLP, as special product
counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been executed and issued
by JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and 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 special product 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 notes 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.
JPMorgan Structured Investments — | PS- 10 |
Range Accrual Notes Linked to the SPDR® Gold Trust | |
Exhibit 107.1
The pricing supplement to which this Exhibit is
attached is a final prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $3,000,000.
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