June 27, 2025 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
$1,014,000
Capped Buffered Equity Notes Linked to the
Solactive US Mag 7 Index PR due June 30, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek an unleveraged exposure to any appreciation of the Solactive US Mag 7
Index PR up to a maximum return of 47.00%, at maturity.
• Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00% of their principal
amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on June 27, 2025 and are expected to settle on or about July 2, 2025.
• CUSIP: 48136EWC5
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11
of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
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
$38
$962
Total
$1,014,000
$38,532
$975,468
(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 $38.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $948.10 per $1,000 principal amount note.
See “The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The Solactive US Mag 7 Index PR (Bloomberg ticker:
MAG)
Maximum Return: 47.00% (corresponding to a maximum
payment at maturity of $1,470.00 per $1,000 principal amount
note)
Buffer Amount: 10.00%
Pricing Date: June 27, 2025
Original Issue Date (Settlement Date): On or about July 2,
2025
Observation Date*: June 27, 2028
Maturity Date*: June 30, 2028
* Subject to postponement in the event of a market disruption
event and as described under “General Terms of Notes —
Postponement of a Determination Date — Notes Linked to a
Single Underlying — Notes Linked to a Single Underlying (Other
Than a Commodity Index)” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product
supplement
Payment at Maturity:
If the Final Value is greater than the Initial Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Index Return), subject to the Maximum
Return
If the Final Value is equal to the Initial Value or is less than the
Initial Value by up to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If the Final Value is less than the Initial Value by more than the
Buffer Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the Final Value is less than the Initial Value by more than the
Buffer Amount, you will lose some or most of your principal
amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing
Date, which was 22,495.73
Final Value: The closing level of the Index on the Observation
Date
PS-2 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
Supplemental Terms of the Notes
Any values of the Index, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index.
The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
• an Initial Value of 100.00;
• a Maximum Return of 47.00%; and
• a Buffer Amount of 10.00%.
The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value.
The actual Initial Value is the closing level of the Index on the Pricing Date and is specified under “Key Terms — Initial Value” in this
pricing supplement. For historical data regarding the actual closing levels of the Index, please see the historical information set forth
under “The Index” in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value
Index Return
Total Return on the Notes
Payment at Maturity
180.00
80.00%
47.00%
$1,470.00
165.00
65.00%
47.00%
$1,470.00
150.00
50.00%
47.00%
$1,470.00
147.00
47.00%
47.00%
$1,470.00
140.00
40.00%
40.00%
$1,400.00
130.00
30.00%
30.00%
$1,300.00
120.00
20.00%
20.00%
$1,200.00
110.00
10.00%
10.00%
$1,100.00
105.00
5.00%
5.00%
$1,050.00
101.00
1.00%
1.00%
$1,010.00
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
-10.00%
$900.00
70.00
-30.00%
-20.00%
$800.00
60.00
-40.00%
-30.00%
$700.00
50.00
-50.00%
-40.00%
$600.00
40.00
-60.00%
-50.00%
$500.00
30.00
-70.00%
-60.00%
$400.00
20.00
-80.00%
-70.00%
$300.00
10.00
-90.00%
-80.00%
$200.00
0.00
-100.00%
-90.00%
$100.00
PS-3 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Index Returns. There can be no
assurance that the performance of the Index will result in the return of any of your principal amount in excess of $100.00 per $1,000
principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the
Index Return, up to the Maximum Return of 47.00%. An investor will realize the maximum payment at maturity at a Final Value at or
above 147.00% of the Initial Value.
• If the closing level of the Index increases 5.00%, investors will receive at maturity a return equal to 5.00%, or $1,050.00 per $1,000
principal amount note.
• If the closing level of the Index increases 65.00%, investors will receive at maturity a return equal to the 47.00% Maximum Return,
or $1,470.00 per $1,000 principal amount note, which is the maximum payment at maturity.
Par Scenario:
If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10.00%, investors will receive
at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
• For example, if the closing level of the Index declines 60.00%, investors will lose 50.00% of their principal amount and receive only
$500.00 per $1,000 principal amount note at maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 10.00%)] = $500.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
PS-4 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
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 Final Value is less than the Initial Value by more than 10.00%, you will
lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 10.00%.
Accordingly, under these circumstances, you will lose up to 90.00% of your principal amount at maturity.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of the Index, which may be significant.
• 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 NOTES DO NOT PAY INTEREST.
• YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions,the projected profits, if any, that our
PS-5 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the level of the Index. 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 Index
• RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR —
A substantial portion of the equity securities included in the Index are issued by companies whose business is associated with the
technology sector. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a
single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more
broadly diversified group of issuers. The value of stocks of technology companies and companies that rely heavily on technology
is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and
competition, both domestically and internationally, including competition from foreign competitors with lower production costs.
Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and
intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the
technology sector may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified
PS-6 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
personnel. These factors could affect the technology sector and could affect the value of the equity securities included in the Index
and the level of the Index during the term of the notes, which may adversely affect the value of your notes.
• CONCENTRATION RISKS ASSOCIATED WITH THE INDEX MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES —
The Index tracks the performance of only seven component companies. Accordingly, the Index is less diversified than other
indices tracking a broader range of companies and, therefore, could experience greater volatility. As a result, a decline in the
price(s) of one or more of those components, including as a result of events negatively affecting one or more of those companies,
may have the effect of significantly lowering the level of the Index even if none of the other components are affected by such
events. You should be aware that other indices may be more diversified than the Index in terms of both the number and variety of
components. With respect to the Index, you will not benefit from any of the advantages of a diversified investment and will bear the
risks of a highly concentrated investment.
• THE INDEX HAS A LIMITED OPERATING HISTORY AND MAY PERFORM IN UNANTICIPATED WAYS —
The Index was established on March 21, 2024 and therefore has a limited operating history. Past performance should not be
considered indicative of future performance. In particular, although the components of the Index represent companies with some
of the strongest recent performance in the U.S. equity market at the inception of the Index, there can be no assurance that the
components of the Index will continue to experience strong performance. Actual performance of the components of the Index, and
therefore the performance of the Index itself, may be worse, and perhaps significantly worse, than past performance.
• THE COMPONENTS OF THE INDEX ARE NOT EXPECTED TO CHANGE DURING THE TERM OF THE NOTES, AND ARE
LIMITED IN NUMBER —
Unlike the components of many equity indices, the components of the Index are not expected to change over the term of the notes,
unless certain types of reorganization events occur, such as if a component of the Index is merged into another company.
Accordingly, you should only invest in the notes if you are willing to make an investment linked to the current components of the
Index.
• HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS —
The hypothetical back-tested performance of the Index set forth under “The Index” in this pricing supplement is purely theoretical
and does not represent the actual historical performance of the Index and has not been verified by an independent third party.
Hypothetical back-tested performance measures have inherent limitations. Alternative modelling techniques might produce
significantly different results and may prove to be more appropriate. Past performance, and especially hypothetical back-tested
performance, is not indicative of future results. This type of information has inherent limitations and you should carefully consider
these limitations before placing reliance on such information. Hypothetical back-tested performance is derived by means of the
retroactive application of a back-tested model that has been designed with the benefit of hindsight.
PS-7 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
The Index
The Index tracks the price returns of a fixed basket of equity securities issued by seven technology companies, rebalanced to equal
weights semiannually: Alphabet Inc. (Class A common stock), Amazon.com, Inc., Apple Inc., Meta Platforms, Inc. (Class A common
stock), Microsoft Corporation, NVIDIA Corporation and Tesla, Inc. For additional information about the Index and its components, see
Annex A in this pricing supplement.
Hypothetical Back-Tested Data and Historical Information
The following graphs set forth the hypothetical back-tested performance of the Index based on the weekly hypothetical back-tested
closing levels of the Index from January 3, 2020 through March 15, 2024 and the historical performance of the Index based on the
weekly historical closing levels of the Index from March 22, 2024 through June 23, 2025, as well as the historical performance of the
components of the Index based on their weekly historical closing prices from January 3, 2020 through June 23, 2025. The Index was
established on March 21, 2024, as represented by the vertical line in the immediately following graph. All data to the left of that vertical
line reflect hypothetical back-tested performance of the Index. All data to the right of that vertical line reflect actual historical
performance of the Index. The closing level of the Index on June 27, 2025 was 22,495.73. We obtained the closing levels of the Index
above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing prices of the
components of the Index 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 data for the hypothetical back-tested performance of the Index set forth below are purely theoretical and do not represent the
actual historical performance of the Index. See “Selected Risk Considerations — Risks Relating to the Index — Hypothetical Back-
Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations” above.
The hypothetical back-tested and historical closing levels of the Index as well as the historical closing prices of the components of the
Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Index on
the Observation Date. There can be no assurance that the performance of the Index will result in the return of any of your principal
amount in excess of $100.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase
& Co.
The hypothetical back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third
party. These hypothetical back-tested closing levels are determined by means of a retroactive application of a back-tested model
designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling
techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more
appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.
PS-8 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
PS-9 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
PS-10 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-term
capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue price.
However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the notes
could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of
the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the
“constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income
and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax
consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by
this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS,
and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
PS-11 | Structured Investments
Capped Buffered Equity Notes Linked to the Solactive US Mag 7 Index PR
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
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.
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Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Index” 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:
• Prospectus supplement and prospectus, each dated April 13, 2023:
• Prospectus addendum dated June 3, 2024:
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.
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Annex A
The Solactive US Mag 7 Index PR
All information contained in this pricing supplement regarding the Solactive US Mag 7 Index PR (the “MAG Index”) has been derived
from publicly available information, without independent verification. This information reflects the policies of, and is subject to change
by, Solactive AG (“Solactive”). The MAG Index is owned, calculated, maintained and published by Solactive. Solactive does not have
any obligation to continue to publish, and may discontinue publication of, the MAG Index. Solactive began calculating the MAG Index
on a live basis on March 21, 2024.
The MAG Index tracks the price returns of a fixed basket of equity securities issued by seven technology companies (the “Index
Components”) as set forth in the table below, rebalanced to equal weights semiannually. Subject to the occurrence of certain corporate
actions, the companies represented in the MAG Index will not change over time.
The MAG Index is reported by Bloomberg L.P. (“Bloomberg”) under the ticker symbol “MAG.”
Index Components
All information contained herein on the Index Components and on their respective issuers is derived from publicly available sources,
without independent verification. Each Index Component is registered under the Securities Exchange Act of 1934, as amended, which
we refer to as the Exchange Act, and is listed on The Nasdaq Stock Market. Information provided to or filed with the SEC by a
component security 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.
Index Component
Bloomberg Ticker Symbol
SEC File Number
Class A common stock of Alphabet Inc., par value $0.001 per share
GOOGL
001-37580
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
000-22513
Common stock of Apple Inc., par value $0.00001 per share
AAPL
001-36743
Class A common stock of Meta Platforms, Inc., par value $0.000006 per share
META
001-35551
Common stock of Microsoft Corporation, par value $0.00000625 per share
MSFT
001-37845
Common stock of NVIDIA Corporation, par value $0.001 per share
NVDA
000-23985
Common stock of Tesla, Inc., par value $0.001 per share
TSLA
001-34756
According to publicly available filings of the relevant component security issuer with the SEC:
• Alphabet Inc. is a collection of businesses, the largest of which is Google, which (i) offers products and platforms through
which it generates revenues primarily by delivering both performance advertising and brand advertising and (ii) provides cloud
services to businesses.
• Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices;
develops and produces media content; offers subscription services, such as Amazon Prime; offers programs that enable
sellers to sell their products in its stores and to fulfill orders using Amazon.com, Inc.’s services; offers developers and
enterprises a set of on-demand technology services, including compute, storage, database, analytics and machine learning
and other service offerings; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch
streamers, skill and app developers and others to publish and sell content; and provides advertising services to sellers,
vendors, publishers, authors and others, through programs such as sponsored ads, display and video advertising.
• Apple Inc. designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories and
sells a variety of related services.
• Meta Platforms, Inc. builds products that enable people to connect and share with friends and family through mobile devices,
personal computers, virtual reality and mixed reality headsets and wearables.
• Microsoft Corporation is a technology company that develops and supports software, services, devices and solutions.
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• NVIDIA Corporation is a full-stack computing infrastructure company with data-center-scale offerings whose full-stack includes
the CUDA programming model that runs on all of its graphics processing units (GPUs), as well as domain-specific software
libraries, software development kits and Application Programming Interfaces and whose data-center-scale offerings include
compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers interconnected to function
as a single giant computer.
• Tesla, Inc. designs, develops, manufactures, sells and leases electric vehicles and energy generation and storage systems
and offers services related to its products.
Index Rebalancing
The MAG Index is rebalanced on the first weekday (Monday through Friday) of each May and November or, if that day is not a trading
day, on the immediately following trading day (each, a “Rebalancing Date”). On each Rebalancing Date, an equal weight is applied to
each Index Component by implementing a number of shares of each Index Component to be included in the MAG Index as determined
on the fifth weekday immediately preceding the scheduled Rebalancing Date. For purposes of the MAG Index, a “trading day” means a
day on which the relevant exchange for each Index Component is open for trading (or a day that would have been such a day if a
market disruption had not occurred), excluding days on which trading may cease prior to the exchange’s scheduled closing time and
days on which the exchange is open for a scheduled shortened period, as determined by Solactive.
In the event of a spin-off, the spun-off security will be added to the MAG Index on the effective date of the spin-off and assigned a
weight relative to the other Index Components. The spun-off entity will remain in the MAG Index until the next Rebalancing Date, when
it will be removed from the MAG Index.
Index Calculation
The closing level of the MAG Index is calculated each weekday on which the New York Stock Exchange is open (each, a “Calculation
Day”) based on the closing prices for the Index Components, the number of shares of the Index Component included in the MAG Index
as of the immediately preceding Rebalancing Date and the index divisor. Each Index Component’s closing price is its final regular-
hours trading price published by the relevant exchange and determined in accordance with that exchange’s regulations or, if that
relevant exchange has not published the closing price in accordance with its rules, the last trading price will be used.
Index Maintenance
As part of the maintenance of the MAG Index, Solactive will take into account various events — also referred to as “corporate actions”
— that result in an adjustment to the MAG Index between regularly scheduled Rebalancing Dates. These events will have a material
impact on the price, weighting or overall integrity of Index Components. Adjustments related to these corporate actions are
implemented by Solactive from the cum-day to the ex-day of the corporate action, so that the adjustment to the MAG Index coincides
with the occurrence of the price effect of the relevant corporate action.
Solactive considers following, but not conclusive, list of corporate actions as relevant for maintenance of the MAG Index:
• special cash distributions (e.g., the payment of a special dividend);
• stock distributions (e.g., the payment of a dividend in form of additional shares);
• stock distributions of another company (e.g., the payment of a dividend in form of additional shares of another company, such
as a subsidiary);
• share splits (a company's present shares are divided and therefore multiplied by a given factor);
• reverse splits (a company's present shares are effectively merged);
• capital increases (e.g., a company issues additional shares);
• share repurchases (e.g., a company offers its shareholders the option to sell their shares to the company at a fixed price);
• spin-offs (e.g., the company splits its business activities into two or more entities and distributes new equity shares in the
created entities to the shareholders of the former entity);
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• mergers and acquisitions (e.g., a transaction in which the ownership of a company (or other business organizations) is
transferred or consolidated with other entities; a fusion of two or more separate companies into a singular corporate entity);
• delistings (e.g., a company's shares are no longer publicly traded on a stock exchange); and
• nationalization of a company (e.g., effective control of the legal entity comprising the company is taken over by a state actor).
Oversight Committee
A committee composed of staff from Solactive and its subsidiaries (the “Oversight Committee”) is responsible for decisions regarding
any amendments to the rules that govern the MAG Index. Any such amendment must be submitted to the Oversight Committee for
prior approval.
Disclaimers
JPMorgan Chase & Co. or its affiliate has entered into an agreement with Solactive providing it and certain of its affiliates or
subsidiaries, including us, with a non-exclusive license and, for a fee, with the right to use the MAG Index, which is owned and
published by Solactive, in connection with certain products, including the notes.
The notes are not sponsored, promoted, sold or supported in any other manner by Solactive nor does Solactive offer any
express or implicit guarantee or assurance either with regard to the results of using the MAG Index and/or MAG Index
trademark or the MAG Index level at any time or in any other respect. The MAG Index is calculated and published by
Solactive. Solactive uses its best efforts to ensure that the MAG Index is calculated correctly. Irrespective of its obligations
towards JPMorgan Chase & Co. or any of its affiliates, Solactive has no obligation to point out errors in the MAG Index to
third parties including but not limited to investors and/or financial intermediaries of the notes. Neither publication of the MAG
Index by Solactive nor the licensing of the MAG Index or MAG Index trademark for the purpose of use in connection with the
notes constitutes a recommendation by Solactive to invest capital in the notes nor does it in any way represent an assurance
or opinion of Solactive with regard to any investment in the notes.