April 16, 2024
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
$1,074,000
Digital Barrier Notes Linked to the Least Performing of
the Dow Jones Industrial AverageTM, the Materials
Select Sector SPDR® Fund and the S&P 500® Index
due May 21, 2025
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a fixed return of 7.60% at maturity if the Final Value of the least performing of
the Dow Jones Industrial AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index, which we refer to as
the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as a Barrier Amount.
●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount
at maturity.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment
on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of
JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes priced on April 16, 2024 and are expected to settle on or about April 19, 2024.
●CUSIP: 48134XXU4
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$4.50
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$995.50
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Total
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$1,074,000
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$4,833
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$1,069,167
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(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
$4.50 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.
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Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Dow Jones Industrial AverageTM
(Bloomberg ticker: INDU) and the S&P 500® Index (Bloomberg
ticker: SPX) (each an “Index” and collectively, the “Indices”)
and the Materials Select Sector SPDR® Fund (Bloomberg
ticker: XLB) (the “Fund”) (each of the Indices and the Fund, an
“Underlying” and collectively, the “Underlyings”)
Contingent Digital Return: 7.60%
Barrier Amount: With respect to each Underlying, 70.00% of
its Initial Value, which is 26,459.279 for the Dow Jones
Industrial AverageTM, $62.16 for the Fund and 3,535.987 for
the S&P 500® Index
Pricing Date: April 16, 2024
Original Issue Date (Settlement Date): On or about April 19,
2024
Observation Date*: May 16, 2025
Maturity Date*: May 21, 2025
* 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
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Payment at Maturity:
If the Final Value of each Underlying is greater than or equal
to its Barrier Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + ($1,000 × Contingent Digital Return)
If the Final Value of any Underlying is less than its Barrier
Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the Final Value of any Underlying is less than its Barrier
Amount, you will lose more than 30.00% of your principal
amount at maturity and could lose all of your principal amount
at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return: With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing
value of that Underlying on the Pricing Date, which was
37,798.97 for the Dow Jones Industrial AverageTM ,
$88.80 for the Materials Select Sector SPDR® Fund and
5,051.41 for the S&P 500® Index
Final Value: With respect to each Underlying, the closing
value of that Underlying on the Observation Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
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PS-1 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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Final Value of the
Least Performing
Underlying
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Least Performing
Underlying Return
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Total Return on the Notes
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Payment at Maturity
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180.00
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80.00%
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7.60%
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$1,076.00
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165.00
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65.00%
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7.60%
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$1,076.00
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150.00
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50.00%
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7.60%
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$1,076.00
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140.00
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40.00%
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7.60%
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$1,076.00
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130.00
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30.00%
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7.60%
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$1,076.00
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120.00
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20.00%
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7.60%
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$1,076.00
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110.00
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10.00%
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7.60%
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$1,076.00
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107.60
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7.60%
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7.60%
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$1,076.00
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105.00
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5.00%
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7.60%
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$1,076.00
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101.00
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1.00%
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7.60%
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$1,076.00
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100.00
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0.00%
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7.60%
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$1,076.00
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95.00
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-5.00%
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7.60%
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$1,076.00
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90.00
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-10.00%
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7.60%
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$1,076.00
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80.00
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-20.00%
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7.60%
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$1,076.00
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70.00
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-30.00%
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7.60%
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$1,076.00
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69.99
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-30.01%
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-30.01%
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$699.90
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60.00
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-40.00%
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-40.00%
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$600.00
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50.00
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-50.00%
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-50.00%
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$500.00
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40.00
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-60.00%
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-60.00%
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$400.00
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30.00
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-70.00%
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-70.00%
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$300.00
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20.00
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-80.00%
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-80.00%
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$200.00
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10.00
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-90.00%
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-90.00%
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$100.00
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0.00
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-100.00%
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-100.00%
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$0.00
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PS-2 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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PS-3 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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PS-4 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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PS-5 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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Historical Performance of the Dow Jones Industrial Average™
Source: Bloomberg
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PS-6 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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Historical Performance of the Materials Select Sector SPDR® Fund
Source: Bloomberg
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PS-7 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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PS-8 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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PS-9 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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PS-10 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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PS-11 | Structured Investments
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Digital Barrier Notes Linked to the Least Performing of the Dow Jones Industrial
AverageTM, the Materials Select Sector SPDR® Fund and the S&P 500® Index
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