PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-270004 and 333-270004-01
Dated February 25, 2025
JPMorgan Chase Financial Company LLC Trigger Step Securities
$10,963,300 Linked to the lesser performing of the Dow Jones Industrial
Average® and the S&P 500® Index due February 28, 2030
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
Trigger Step Securities, which we refer to as the “Securities,”
are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), the
payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co., with a return linked to the lesser performing
of the Dow Jones Industrial Average® and the S&P 500® Index (each, an “Underlying” and together,
the “Underlyings”). If the Final Value of each Underlying is greater than or equal to its Step Barrier, JPMorgan Financial
will repay your principal amount at maturity and pay a return equal to the greater of the Step Return of 40.00% and the Underlying Return
of the Underlying with the lower Underlying Return (the “Lesser Performing Underlying”). If the Final Value of either Underlying
is less than its Step Barrier but the Final Value of each Underlying is greater than or equal to its Downside Threshold, JPMorgan Financial
will repay your principal amount at maturity. However, if the Final Value of either Underlying is less than its Downside Threshold, JPMorgan
Financial will repay less than your principal amount at maturity, if anything, resulting in a loss of principal that is proportionate
to the negative Underlying Return of the Lesser Performing Underlying (“the Lesser Performing Underlying Return”). In this
case, you will have full downside exposure to the Lesser Performing Underlying from its Initial Value to its Final Value and could lose
all of your principal amount. Investing in the Securities involves significant risks. You may lose some or all of your principal amount.
You will not receive dividends or other distributions paid on any stocks included in the Underlyings, and the Securities will not pay
interest. The contingent repayment of principal and the Step Return apply only if you hold the Securities to maturity. Any payment on
the Securities, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial, as issuer of the Securities,
and the creditworthiness of JPMorgan Chase & Co., as guarantor of the Securities. If JPMorgan Financial and JPMorgan Chase & Co.
were to default on their payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your
entire investment.
| q | Enhanced Growth Potential with a Step Return Feature — If the
Final Value of each Underlying is greater than or equal to its Step Barrier, JPMorgan Financial will repay your principal amount at maturity
and pay a return equal to the greater of the Step Return and the Lesser Performing Underlying Return. However, if the Final Value of either
Underlying is less than its Downside Threshold, investors will be exposed to the negative Lesser Performing Underlying Return at maturity. |
| q | Downside Exposure with Contingent Repayment of Principal at Maturity — If
the Final Value of either Underlying is less than its Step Barrier but the Final Value of each Underlying is greater than or equal to
its Downside Threshold, JPMorgan Financial will repay your principal amount at maturity. However, if the Final Value of either Underlying
is less than its Downside Threshold, JPMorgan Financial will repay less than your principal amount at maturity, if anything, resulting
in a loss of principal that is proportionate to the negative Lesser Performing Underlying Return. You may lose some or all of your principal.
The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any
repayment of principal, is subject to the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co. |
Trade Date |
February 25, 2025 |
Original Issue Date (Settlement Date) |
February 28, 2025 |
Final Valuation Date1 |
February 25, 2030 |
Maturity Date1 |
February 28, 2030 |
| 1 | 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 |
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS.
JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES CAN
HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LESSER PERFORMING UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
PURCHASING A DEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO. YOU SHOULD
NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS”
BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING PROSPECTUS
SUPPLEMENT, IN ANNEX A TO THE ACCOMPANYING PROSPECTUS ADDENDUM AND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-12 OF THE ACCOMPANYING
PRODUCT SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY
AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE SECURITIES.
THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
We are offering Trigger Step Securities linked to the lesser performing
of the Dow Jones Industrial Average® and the S&P 500® Index. The Securities are offered at a minimum
investment of $1,000 in denominations of $10 and integral multiples thereof.
Underlying |
Step Return |
Initial Value |
Step Barrier |
Downside
Threshold |
CUSIP/ISIN |
Dow Jones Industrial Average® (Bloomberg Ticker: INDU) |
40.00% |
43,621.16 |
43,621.16, which is 100% of the
Initial Value |
32,715.87, which is 75% of the
Initial Value |
480920453 / US4809204534
|
S&P 500® Index (Bloomberg Ticker: SPX) |
5,955.25 |
5,955.25, which is 100% of the
Initial Value |
4,466.44, which is 75% of the
Initial Value |
See “Additional Information about JPMorgan Financial, JPMorgan Chase & Co.
and the Securities” in this pricing supplement. The Securities will have the terms specified in the prospectus and the prospectus
supplement, each dated April 13, 2023, the prospectus addendum dated June 3, 2024, product supplement no. UBS-1-I dated April 13, 2023,
underlying supplement no. 1-I dated April 13, 2023 and this pricing supplement. The terms of the Securities as set forth in this pricing
supplement, to the extent they differ or conflict with those set forth in the accompanying product supplement, will supersede the terms
set forth in that product supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the Securities or passed upon the accuracy or the adequacy of this
pricing supplement or the accompanying prospectus, the accompanying prospectus supplement, the accompanying prospectus addendum, the accompanying
product supplement and the accompanying underlying supplement. Any representation to the contrary is a criminal offense.
|
Price to Public1 |
Fees and Commissions2 |
Proceeds to Issuer |
Offering of Securities |
Total |
Per Security |
Total |
Per Security |
Total |
Per Security |
Securities Linked to the lesser performing of the Dow Jones Industrial Average® the S&P 500® Index |
$10,963,300 |
$10.00 |
$383,715.50 |
$0.35 |
$10,579,584.50 |
$9.65 |
1 |
See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the Securities. |
2 |
UBS Financial Services Inc., which we refer to as UBS, will receive selling commissions from us of $0.35 per $10.00 principal amount Security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement, as supplemented by “Supplemental Plan of Distribution” in this pricing supplement. |
The estimated value of the Securities, when the terms of the
Securities were set, was $9.471 per $10 principal amount Security. See “The Estimated Value of the Securities” in this pricing
supplement for additional information.
The Securities 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.
UBS Financial Services Inc. |
 |
Additional
Information about JPMorgan Financial, JPMorgan Chase & Co. and the Securities
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 Securities 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 Securities 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 Securities involve risks
not associated with conventional debt securities.
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, the “Issuer,” “JPMorgan
Financial,” “we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.
Supplemental
Terms of the Securities |
For purposes of the accompanying product supplement, each of
the Dow Jones Industrial Average® and the S&P 500® Index is an “Index.”
Any values of the Underlyings, 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 Securities. Notwithstanding anything to the contrary in the indenture governing the Securities, that
amendment will become effective without consent of the holders of the Securities or any other party.
Investor
Suitability
The Securities may be suitable for you if, among other considerations:
t You
fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.
t You
can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside
market risk as a hypothetical investment in the Lesser Performing Underlying.
t You
are willing to accept the individual market risk of each Underlying and understand that any decline in the level of one Underlying will
not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying.
t You
believe the level of each Underlying is likely to close at or above its Step Barrier on the Final Valuation Date.
t You
are willing to invest in the Securities based on the Step Return indicated on the cover hereof.
t You
can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the levels of the Underlyings.
t You
do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the Underlyings.
t You
are willing and able to hold the Securities to maturity.
t You
accept that there may be little or no secondary market for the Securities and that any secondary market will depend in large part on the
price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to trade the Securities.
t You
understand and accept the risks associated with the Underlyings.
t You
are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities,
and understand that if JPMorgan Financial and JPMorgan Chase & Co. default on their obligations, you may not receive any
amounts due to you including any repayment of principal. |
|
The Securities may not be suitable for you if, among other
considerations:
t You
do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.
t You
require an investment designed to provide a full return of principal at maturity.
t You
cannot tolerate a loss of all or a substantial portion of your investment, or you are not willing to make an investment that may have
the same downside market risk as a hypothetical investment in the Lesser Performing Underlying.
t You
are unwilling to accept the individual market risk of each Underlying or do not understand that any decline in the level of one Underlying
will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying.
t You
believe the level of either Underlying is unlikely to close at or above its Step Barrier on the Final Valuation Date.
t You
believe the level of either Underlying will decline over the term of the Securities and is likely to close below its Downside Threshold
on the Final Valuation Date.
t You
are unwilling to invest in the Securities based on the Step Return indicated on the cover hereof.
t You
cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the levels of the Underlyings.
t You
seek current income from your investment or prefer not to forgo dividends paid on the stocks included in the Underlyings.
t You
are unwilling or unable to hold the Securities to maturity, or seek an investment for which there will be an active secondary market.
t You
do not understand or accept the risks associated with the Underlyings.
t You
are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities,
including any repayment of principal. |
The suitability considerations identified above are not
exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you should
reach an investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully considered the
suitability of an investment in the Securities in light of your particular circumstances. You should also review carefully the “Key
Risks” section of this pricing supplement, the “Risk Factors” sections of the accompanying prospectus supplement and
the accompanying product supplement and Annex A to the accompanying prospectus addendum for risks related to an investment in the Securities.
For more information on the Underlyings, please see the sections titled “The Dow Jones Industrial Average®”
and “The S&P 500® Index” below.
Issuer: |
|
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor: |
|
JPMorgan Chase & Co. |
Issue Price: |
|
$10.00 per Security (subject to a minimum purchase of 100 Securities or $1,000) |
Principal Amount: |
|
$10.00 per Security. The payment at maturity will be based on the principal amount. |
Underlyings: |
|
Dow Jones Industrial Average®
S&P 500® Index |
Term: |
|
5 years |
Payment at Maturity (per $10 principal amount Security): |
|
If the Final Value of each Underlying is greater than or equal to
its Step Barrier, JPMorgan Financial will pay you a cash payment at maturity
per $10 principal amount Security equal to:
$10.00 + ($10.00 × the greater of (i) the
Step Return and (ii) the Lesser Performing Underlying Return)
If the Final Value of either Underlying is less than its Step Barrier
but the Final Value of each Underlying is greater than or equal to its Downside Threshold, JPMorgan
Financial will pay you a cash payment at maturity of $10.00 per $10 principal amount Security.
If the Final Value of either Underlying is less than its Downside
Threshold, JPMorgan Financial will pay you a cash payment at maturity per
$10 principal amount Security equal to:
$10.00 + ($10.00 × Lesser Performing Underlying
Return)
In this scenario, you will be exposed to the decline of the Lesser
Performing Underlying and you will lose some or all of your principal amount in an amount proportionate to the negative Lesser Performing
Underlying Return. |
Underlying Return: |
|
With respect to each Underlying:
(Final Value – Initial Value)
Initial Value |
Lesser Performing Underlying: |
|
The Underlying with the lower Underlying Return |
Lesser Performing Underlying Return: |
|
The lower of the Underlying Returns of the Underlyings |
Step Return: |
|
40.00% |
Initial Value: |
|
With respect to each Underlying, the closing level of that Underlying on the Trade Date, as specified on the cover of this pricing supplement |
Final Value: |
|
With respect to each Underlying, the closing level of that Underlying on the Final Valuation Date |
Step Barrier: |
|
With respect to each Underlying, a percentage of the Initial Value of that Underlying, as specified on the cover of this pricing supplement |
Downside Threshold: |
|
With respect to each Underlying, a percentage of the Initial Value of that Underlying, as specified on the cover of this pricing supplement |
Trade Date |
|
The closing level of each Underlying (Initial Value) is observed, the Step Barrier and the Downside Threshold of each Underlying are determined and the Step Return is finalized. |
 |
|
|
Maturity Date |
|
The Final Value of the Lesser Performing Underlying and the Lesser
Performing Underlying Return are determined.
If the Final Value of each Underlying is greater than or equal to
its Step Barrier, JPMorgan Financial will pay you a cash payment at maturity
per $10 principal amount Security equal to:
$10.00 + ($10.00 × the greater of (i) the
Step Return and (ii) the Lesser Performing Underlying Return)
If the Final Value of either Underlying is less than its Step Barrier
but the Final Value of each Underlying is greater than or equal to its Downside Threshold, JPMorgan
Financial will pay you a cash payment at maturity of $10.00 per $10 principal amount Security.
If the Final Value of either Underlying is less than its Downside
Threshold, JPMorgan Financial will pay you a cash payment at maturity per
$10 principal amount Security equal to:
$10.00 + ($10.00 × Lesser Performing Underlying
Return)
Under these circumstances, you will be exposed to the decline of
the Lesser Performing Underlying and you will lose some or all of your principal amount. |
INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME
OR ALL OF YOUR PRINCIPAL AMOUNT. YOU WILL BE EXPOSED TO THE MARKET RISK OF EACH UNDERLYING AND ANY DECLINE IN THE LEVEL OF ONE UNDERLYING
MAY NEGATIVELY AFFECT YOUR RETURN AND WILL NOT BE OFFSET OR MITIGATED BY A LESSER DECLINE OR ANY POTENTIAL INCREASE IN THE LEVEL OF THE
OTHER UNDERLYING. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN
FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR
PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
What
Are the Tax Consequences of the Securities?
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-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 Securities.
Based on current market conditions, in the opinion of our special
tax counsel it is reasonable to treat the Securities 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 Securities should be treated as long-term capital gain or loss if you hold your
Securities for more than a year, whether or not you are an initial purchaser of Securities 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 Securities 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 Securities,
possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the Securities, 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 Securities 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 Securities.
Key
Risks
An investment in the Securities involves significant risks.
Investing in the Securities is not equivalent to investing directly in either or both of the Underlyings. These risks are explained in
more detail in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement
and in Annex A to the accompanying prospectus addendum. We also urge you to consult your investment, legal, tax, accounting and other
advisers before you invest in the Securities.
Risks Relating to the Securities Generally
| t | Your Investment in the Securities May Result in a Loss — The Securities differ from ordinary debt securities in that
we will not necessarily repay the full principal amount of the Securities. We will pay you the principal amount of your Securities in
cash only if the Final Value of each Underlying has not declined below its Downside Threshold. If the Final Value of either Underlying
is less than its Downside Threshold, you will be exposed to the full decline of the Lesser Performing Underlying and will lose some or
all of your principal amount in an amount proportionate to the negative Lesser Performing Underlying Return. Accordingly, you could lose
up to your entire principal amount at maturity. |
| t | Credit Risks of JPMorgan Financial and JPMorgan Chase & Co. — The Securities are unsecured and unsubordinated
debt obligations of the Issuer, JPMorgan Chase Financial Company LLC, the payment on which is fully and unconditionally guaranteed by
JPMorgan Chase & Co. The Securities will rank pari passu with all of our other unsecured and unsubordinated obligations,
and the related guarantee by JPMorgan Chase & Co. will rank pari passu with all of JPMorgan Chase & Co.’s
other unsecured and unsubordinated obligations. The Securities and related guarantees are not, either directly or indirectly, an obligation
of any third party. Any payment to be made on the Securities, including any repayment of principal, depends on the ability of JPMorgan
Financial and JPMorgan Chase & Co. to satisfy their obligations as they come due. As a result, the actual and perceived
creditworthiness of JPMorgan Financial and JPMorgan Chase & Co. may affect the market value of the Securities and, in the
event JPMorgan Financial and JPMorgan Chase & Co. were to default on their obligations, you may not receive any amounts
owed to you under the terms of the Securities and you could lose your entire investment. |
| t | As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and 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 Securities. 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 Securities
as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make payments on the Securities,
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. |
| t | Because the Securities Are Linked to the Lesser Performing Underlying, You Are Exposed to Greater Risks of Sustaining a Significant
Loss on Your Investment at Maturity Than If the Securities Were Linked to a Single Underlying — The risk that you will lose
some or all of your initial investment in the Securities at maturity is greater if you invest in the Securities as opposed to substantially
similar securities that are linked to the performance of a single Underlying. With two Underlyings, it is more likely that the closing
level of either Underlying will be less than its Downside Threshold on the Final Valuation Date. Therefore it is more likely that
you will suffer a significant loss on your investment at maturity. In addition, the performance of the Underlyings may not be correlated
or may be negatively correlated. |
The lower the correlation between two Underlyings, the greater
the potential for one of those Underlyings to close below its Downside Threshold on the Final Valuation Date. Although the correlation
of the Underlyings’ performance may change over the term of the Securities, the Step Return is determined, in part, based on the
correlation of the Underlyings’ performance, as calculated using internal models of our affiliates at the time when the terms of
the Securities are finalized. A higher Step Return is generally associated with lower correlation of the Underlyings, which reflects
a greater potential for a loss of principal at maturity. The correlation referenced in setting the terms of the Securities is calculated
using internal models of our affiliates and is not derived from the returns of the Underlyings over the period set forth under “Correlation
of the Underlyings” below. In addition, other factors and inputs other than correlation may impact how the terms of the Securities
are set and the performance of the Securities.
| t | You Are Exposed to the Risk of Decline in the Level of Each Underlying — Your return on the Securities and your payment
at maturity, if any, is not linked to a basket consisting of the Underlyings. Your payment at maturity is contingent upon the performance
of each individual Underlying such that you will be equally exposed to the risks related to either of the Underlyings. In addition, the
performance of the Underlyings may not be correlated. Poor performance by either of the Underlyings over the term of the Securities may
negatively affect your payment at maturity and will not be offset or mitigated by positive performance by the other Underlying. Accordingly,
your investment is subject to the risk of decline in the level of each Underlying. |
| t | Your Payment at Maturity Will Be Determined by the Lesser Performing Underlying — Because the payment at maturity will
be determined based on the performance of the Lesser Performing Underlying, you will not benefit from the performance of the other Underlying.
Accordingly, if the Final Value of either Underlying is less than its Downside Threshold, you will lose some or all of your principal
amount at maturity, even if the Final Value of the other Underlying is greater than or equal to its Initial Value. |
| t | The Step Return Applies Only If You Hold the Securities to Maturity — You should be willing to hold your Securities to
maturity. If you are able to sell your Securities prior to maturity in the secondary market, if any, the price you receive likely will
not reflect the full economic value of the Step Return or the Securities themselves, and the return you realize may be less than the Lesser
Performing Underlying’s return, even if that return is positive. You can receive the full benefit of the Step Return from JPMorgan
Financial only if you hold your Securities to maturity. |
| t | The Contingent Repayment of Principal Applies Only If You Hold the Securities to Maturity — You
should be willing to hold your Securities to maturity. If you are able to sell your Securities in the secondary market, if any, prior
to maturity, you may have to sell them at a loss relative to your initial investment even if the closing level of each Underlying is above
its Downside Threshold. If you hold the Securities to maturity, JPMorgan Financial will repay your principal amount as long as the Final
Value of each Underlying is not below its Downside Threshold. However, if the Final Value of either Underlying is less than its Downside
Threshold, JPMorgan Financial will repay less than the principal amount, if anything, resulting in a loss that is proportionate to the
decline in the level of the Lesser Performing Underlying from its Initial Value to its Final Value. The contingent repayment of principal
based on whether the Final Value of either Underlying is below its Downside Threshold applies only if you hold your Securities to maturity. |
| t | Your Ability to Receive the Step Return May Terminate on the Final Valuation Date — If the Final Value of either Underlying
is less than its Step Barrier, you will not be entitled to receive the Step Return on the Securities. Under these circumstances, if the
Final Value of either Underlying is also less than its Downside Threshold, you will lose some or all of your principal amount in an amount
proportionate to the negative Lesser Performing Underlying Return. |
| t | No Interest Payments — JPMorgan Financial will not make any interest payments to you with respect to the Securities. |
| t | The Probability That the Final Value of Either Underlying Will Fall Below
Its Downside Threshold on the Final Valuation Date Will Depend on the Volatility of That Underlying — “Volatility”
refers to the frequency and magnitude of changes in the level of an Underlying. Greater expected volatility with respect to an Underlying
reflects a higher expectation as of the Trade Date that an Underlying could close below its Downside Threshold on the Final Valuation
Date, resulting in the loss of some or all of your investment. However, an Underlying’s volatility can change significantly over
the term of the Securities. The level of an Underlying could fall sharply, which could result in a significant loss of principal. |
| t | Investing in the Securities Is Not Equivalent to Investing in the Stocks
Composing the Underlyings — Investing in the Securities is not equivalent to investing in the stocks included in the
Underlyings. As an investor in the Securities, you will not have any ownership interest or rights in the stocks included in the Underlyings,
such as voting rights, dividend payments or other distributions. |
| t | We Cannot Control Actions by the Sponsor of Either Underlying and That Sponsor Has No Obligation
to Consider Your Interests — We and our affiliates are not affiliated with the sponsor of either Underlying and have no ability
to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating
to the calculation of that Underlying. The sponsor of each Underlying is not involved in this Security offering in any way and has no
obligation to consider your interest as an owner of the Securities in taking any actions that might affect the market value of your Securities. |
| t | Your Return on the Securities Will Not Reflect Dividends on the Stocks Composing the Underlyings — Your return on the
Securities will not reflect the return you would realize if you actually owned the stocks included in the Underlyings and received the
dividends on the stocks included in the Underlyings. This is because the calculation agent will calculate the amount payable to you at
maturity of the Securities by reference to the closing level of each Underlying on the Final Valuation Date, without taking into consideration
the value of dividends on the stocks included in that Underlying. |
| t | Lack of Liquidity — The Securities will not be listed on any securities exchange. JPMS intends to offer to purchase the
Securities 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 Securities easily. Because other dealers are not likely to make a secondary market for the Securities,
the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which JPMS is willing to buy
the Securities. |
| t | Tax Treatment — Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax
adviser about your tax situation. |
Risks Relating to Conflicts of Interest
| t | Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of the Securities,
including acting as calculation agent and hedging our obligations under the Securities and making the assumptions used to determine the
pricing of the Securities and the estimated value of the Securities when the terms of the Securities are set, which we refer to as the
estimated value of the Securities. 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 Securities. 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 Securities and the value of the Securities. It is possible that hedging or trading activities of ours or our
affiliates in connection with the Securities could result in substantial returns for us or our affiliates while the value of the Securities
declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement
for additional information about these risks. |
| t | Potentially Inconsistent Research, Opinions or Recommendations by JPMS, UBS or Their Affiliates — JPMS, UBS or their
affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Securities,
and that may be revised at any time. Any such research, opinions or recommendations may or may not recommend that investors buy or hold
investments linked to the Underlyings and could affect the level of an Underlying, and therefore the market value of the Securities. |
| t | Potential JPMorgan Financial Impact on the Level of an Underlying — Trading or transactions by JPMorgan Financial or
its affiliates in an Underlying and/or over-the-counter options, futures or other instruments with returns linked to the performance of
an Underlying may adversely affect the level of that Underlying and, therefore, the market value of the Securities. |
Risks Relating to the Estimated Value
and Secondary Market Prices of the Securities
| t | The Estimated Value of the Securities Is Lower Than the Original Issue Price (Price to Public) of the Securities — The
estimated value of the Securities is only an estimate determined by reference to several factors. The original issue price of the Securities
exceeds the estimated value of the Securities because costs associated with selling, structuring and hedging the Securities are included
in the original issue price of the Securities. 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 Securities and the estimated cost of hedging our obligations
under the Securities. See “The Estimated Value of the Securities” in this pricing supplement. |
| t | The Estimated Value of the Securities Does Not Represent Future Values of the Securities and May Differ from Others’ Estimates
— The estimated value of the Securities is determined by reference to internal pricing models of our affiliates when the terms of
the Securities are set. This estimated value of the Securities 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 Securities that are greater than or less than the estimated value of the
Securities. 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 Securities 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 Securities from you in secondary market transactions. See “The Estimated Value
of the Securities” in this pricing supplement. |
| t | The Estimated Value of the Securities Is Derived by Reference to an Internal Funding Rate — The internal funding rate
used in the determination of the estimated value of the Securities 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 Securities as well as the higher issuance, operational and
ongoing liability management costs of the Securities 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 Securities. The use of an internal funding rate
and any potential changes to that rate may have an adverse effect on the terms of the Securities and any secondary market prices of the
Securities. See “The Estimated Value of the Securities” in this pricing supplement. |
| t | The Value of the Securities as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than
the Then-Current Estimated Value of the Securities for a Limited Time Period — We generally expect that some of the costs included
in the original issue price of the Securities will be partially paid back to you in connection with any repurchases of your Securities
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 Securities” in this pricing supplement for additional information relating
to this initial period. Accordingly, the estimated value of your Securities during this initial period may be lower than the value of
the Securities as published by JPMS (and which may be shown on your customer account statements). |
| t | Secondary Market Prices of the Securities Will Likely Be Lower Than the Original Issue Price of the Securities — Any
secondary market prices of the Securities will likely be lower than the original issue price of the Securities 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 Securities. As a result, the price, if any, at which JPMS will be willing to buy Securities 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 factor for information about additional factors that
will impact any secondary market prices of the Securities. |
The Securities are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your Securities to maturity. See “— Risks Relating to the Securities Generally
— Lack of Liquidity” above.
| t | Many Economic and Market Factors Will Impact the Value of the Securities — As described under “The Estimated Value
of the Securities” in this pricing supplement, the Securities can be thought of as securities that combine a fixed-income debt component
with one or more derivatives. As a result, the factors that influence the values of fixed-income debt and derivative instruments will
also influence the terms of the Securities at issuance and their value in the secondary market. Accordingly, the secondary market price
of the Securities during their term will be impacted by a number of economic and market factors, which may either offset or magnify each
other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the levels of the Underlyings,
including: |
| t | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| t | customary bid-ask spreads for similarly sized trades; |
| t | our internal secondary market funding rates for structured debt issuances; |
| t | the actual and expected volatility in the levels of the Underlyings; |
| t | the time to maturity of the Securities; |
| t | the dividend rates on the equity securities included in the Underlyings; |
| t | the actual and expected positive or negative correlation between the Underlyings, or the actual or expected absence of any such correlation; |
| t | interest and yield rates in the market generally; and |
| t | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors and/or third party
broker-dealers may publish a price for the Securities, which may also be reflected on customer account statements. This price may be different
(higher or lower) than the price of the Securities, if any, at which JPMS may be willing to purchase your Securities in the secondary
market.
Risks Relating to the Underlyings
| ¨ | JPMorgan Chase & Co. Is Currently
One of the Companies that Make Up the Underlyings — JPMorgan
Chase & Co. is currently one of the companies that make up the Underlyings. JPMorgan Chase & Co. will not
have any obligation to consider your interests as a holder of the Securities in taking any corporate action that might affect the value
of either Underlying and the Securities. |
Hypothetical
Examples and Return Table
Hypothetical terms only. Actual terms
may vary. See the cover page for actual offering terms.
The following table and hypothetical examples below illustrate
the payment at maturity per $10.00 principal amount Security for a hypothetical range of Lesser Performing Underlying Returns from -100.00%
to +100.00% on an offering of the Securities linked to two hypothetical Underlyings and assume a hypothetical Initial Value for the Lesser
Performing Underlying of 100, a hypothetical Step Barrier for the Lesser Performing Underlying of 100, a hypothetical Downside Threshold
for the Lesser Performing Underlying of 90 and a hypothetical Step Return of 20.00%. The hypothetical Initial Value for the Lesser Performing
Underlying of 100 has been chosen for illustrative purposes only and does not represent the actual Initial Value for either Underlying.
The actual Initial Value of each Underlying is based on the closing level of that Underlying on the Trade Date and is specified on the
cover of this pricing supplement. For historical data regarding the actual closing levels of the Underlyings, please see the historical
information set forth under the sections titled “The Dow Jones Industrial Average®” and “The S&P
500® Index” below. The actual Step Barrier and Downside Threshold for each Underlying and Step Return are specified
on the cover of this pricing supplement. The hypothetical payment at maturity examples set forth below are for illustrative purposes only
and may not be the actual returns applicable to a purchaser of the Securities. The actual payment at maturity may be more or less than
the amounts displayed below and will be determined based on the actual terms of the Securities, including the Initial Values, the Step
Barriers, the Downside Thresholds and the Step Return, the Final Values on the Final Valuation Date. You should consider carefully whether
the Securities are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
Final Value of the Lesser
Performing Underlying |
Lesser Performing
Underlying Return (%) |
Payment at Maturity ($) |
Return at Maturity per
$10.00 issue price (%) |
200.00 |
100.00% |
$20.000 |
100.00% |
190.00 |
90.00% |
$19.000 |
90.00% |
180.00 |
80.00% |
$18.000 |
80.00% |
170.00 |
70.00% |
$17.000 |
70.00% |
160.00 |
60.00% |
$16.000 |
60.00% |
150.00 |
50.00% |
$15.000 |
50.00% |
140.00 |
40.00% |
$14.000 |
40.00% |
130.00 |
30.00% |
$13.000 |
30.00% |
120.00 |
20.00% |
$12.000 |
20.00% |
110.00 |
10.00% |
$12.000 |
20.00% |
105.00 |
5.00% |
$12.000 |
20.00% |
100.00 |
0.00% |
$12.000 |
20.00% |
95.00 |
-5.00% |
$10.000 |
0.00% |
90.00 |
-10.00% |
$10.000 |
0.00% |
89.99 |
-10.01% |
$8.999 |
-10.01% |
80.00 |
-20.00% |
$8.000 |
-20.00% |
70.00 |
-30.00% |
$7.000 |
-30.00% |
60.00 |
-40.00% |
$6.000 |
-40.00% |
50.00 |
-50.00% |
$5.000 |
-50.00% |
40.00 |
-60.00% |
$4.000 |
-60.00% |
30.00 |
-70.00% |
$3.000 |
-70.00% |
20.00 |
-80.00% |
$2.000 |
-80.00% |
10.00 |
-90.00% |
$1.000 |
-90.00% |
0.00 |
-100.00% |
$0.000 |
-100.00% |
Example 1 — The level of the Lesser Performing Underlying
increases by 10% from its Initial Value of 100 to a Final Value of 110. Because the Final Value of the Lesser Performing Underlying
is greater than or equal to its Step Barrier and the Lesser Performing Underlying Return of 10% is positive but is less than the Step
Return of 20.00%, at maturity, JPMorgan Financial will pay you your principal amount plus a return equal to the Step Return of
20.00%, resulting in a payment at maturity of $12.00 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × the greater of (i) the
Step Return and (ii) the Lesser Performing Underlying Return)
$10.00 + ($10.00 × 20.00%) = $12.00
Example 2 — The level of the Lesser Performing Underlying
increases by 50% from its Initial Value of 100 to a Final Value of 150. Because the Final Value of the Lesser Performing Underlying
is greater than or equal to its Step Barrier and the Lesser Performing Underlying Return of 50% is greater than the Step Return of 20.00%,
at maturity, JPMorgan Financial will pay you your principal amount plus a return equal to the Lesser Performing Underlying Return
of 50.00%, resulting in a payment at maturity of $15.00 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × the greater of (i) the
Step Return and (ii) the Lesser Performing Underlying Return)
$10.00 + ($10.00 × 50.00%) = $15.00
Example 3 — The level of the Lesser Performing Underlying
decreases by 5% from its Initial Value of 100 to a Final Value of 95. Even though the level of the Lesser Performing Underlying has
declined, because the Final Value of the Lesser Performing Underlying is greater than or equal to its Downside Threshold, at maturity,
JPMorgan Financial will pay you your principal amount of $10.00 per $10 principal amount Security.
Example 4 — The level of the Lesser Performing Underlying
decreases by 60% from its Initial Value of 100 to a Final Value of 40. Because the Final Value of the Lesser Performing Underlying
is less than its Downside Threshold and the Lesser Performing Underlying Return is -60%, at maturity, JPMorgan Financial will pay you
a payment at maturity of $4.00 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Lesser Performing Underlying
Return)
$10.00 + ($10.00 × -60%) = $4.00
If the Final Value of the Lesser Performing Underlying
is less than its Downside Threshold, investors will be exposed to the negative Lesser Performing Underlying Return at maturity, resulting
in a loss of principal that is proportionate to the Lesser Performing Underlying’s decline from its Initial Value to its Final Value.
Investors could lose some or all of their principal amount.
The hypothetical returns and hypothetical payments on the
Securities shown above apply only if you hold the Securities 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 returns
and hypothetical payments shown above would likely be lower.
The
Underlyings
Included on the following pages is a brief description of the Underlyings.
This information has been obtained from publicly available sources, without independent verification. We obtained the closing levels information
set forth below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. You
should not take the historical levels of either Underlying as an indication of future performance.
The
Dow Jones Industrial Average®
The Dow Jones Industrial Average® consists of 30 common
stocks chosen as representative of the broad market of U.S. industry. For additional information about the Dow Jones Industrial Average®,
see “Equity Index Descriptions — The Dow Jones Industrial Average®” in the accompanying underlying supplement.
Historical
Information Regarding the Dow Jones Industrial Average®
The graph below illustrates the daily performance of the Dow
Jones Industrial Average® from January 2, 2015 through February 25, 2025, based on information from Bloomberg, without
independent verification. The closing level of the Dow Jones Industrial Average®
on February 25, 2025 was 43,621.16. We obtained the closing levels of the Dow Jones Industrial Average®
above and below from Bloomberg, without independent verification.
The dotted lines represent the Step Barrier of 43,621.16 and the
Downside Threshold of 32,715.87, equal to 100% and 75%, respectively, of the closing level of the Dow
Jones Industrial Average® on February 25, 2025.
Past performance of the Dow Jones Industrial Average®
is not indicative of the future performance of the Dow Jones Industrial Average®.

The
S&P 500® Index
The S&P 500®
Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For additional information
about the S&P 500® Index, see “Equity Index Descriptions — The S&P U.S. Indices” in the accompanying
underlying supplement.
Historical Information Regarding the S&P 500®
Index
The graph below illustrates the daily performance of the S&P 500®
Index from January 2, 2015 through February 25, 2025, based on information from Bloomberg, without independent verification. The closing
level of the S&P 500® Index on February 25, 2025 was 5,955.25. We obtained the closing levels of the S&P 500®
Index above and below from Bloomberg, without independent verification.
The dotted lines represent the Step Barrier of 5,955.25 and the
Downside Threshold of 4,466.44, equal to 100% and 75%, respectively, of the closing level of the S&P 500® Index on
February 25, 2025.
Past performance of the S&P 500® Index is
not indicative of the future performance of the S&P 500® Index.

Correlation
of the Underlyings
The graph below illustrates the daily performance of the Dow
Jones Industrial Average® and the S&P 500® Index from January 2, 2015 through February 25, 2025.
For comparison purposes, each Underlying has been normalized to have a closing level of 100.00 on January 2, 2015 by dividing the closing
level of that Underlying on each day by the closing level of that Underlying on January 2, 2015 and multiplying by 100.00. We obtained
the closing levels used to determine the normalized closing levels set forth below from Bloomberg, without independent verification.
Past performance of the Underlyings is not indicative
of the future performance of the Underlyings.

The correlation of a pair of Underlyings represents a statistical measurement
of the degree to which the returns of those Underlyings were similar to each other over a given period in terms of timing and direction.
The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive correlation (i.e.,
the value of both Underlyings are increasing together or decreasing together and the ratio of their returns has been constant), 0 indicating
no correlation (i.e., there is no statistical relationship between the returns of that pair of Underlyings) and -1.0 indicating
perfect negative correlation (i.e., as the value of one Underlying increases, the value of the other Underlying decreases and the
ratio of their returns has been constant).
The closer the relationship of the returns of a pair of Underlyings
over a given period, the more positively correlated those Underlyings are. The graph above illustrates the historical performance
of each Underlying relative to each other over the time period shown and provides an indication of how close the relative performance
of each Underlying has historically been to the other Underlying.
The lower (or more negative) the correlation between the Underlyings,
the less likely it is that the Underlyings will move in the same direction and, therefore, the greater the potential for one of the Underlyings
to close below its Downside Threshold on the Final Valuation Date. This is because the less positively correlated the Underlyings
are, the greater the likelihood that at least one of the Underlyings will decrease in value. However, even if the Underlyings have
a higher positive correlation, one or both of the Underlyings might close below its Downside Threshold on the Final Valuation Date, as
both of the Underlyings may decrease in value together.
Although the correlation of the Underlyings’ performance may
change over the term of the Securities, the Step Return is determined, in part, based on the correlation of the Underlyings’ performance
calculated using internal models of our affiliates at the time when the terms of the Securities are finalized. A higher Step Return
is generally associated with lower correlation of the Underlyings, which reflects a greater potential for a loss of principal at maturity.
The correlation referenced in setting the terms of the Securities is calculated using internal models of our affiliates and is not
derived from the returns of the Underlyings over the period set forth above. In addition, other factors and inputs other than correlation
may impact how the terms of the Securities are set and the performance of the Securities.
Supplemental
Plan of Distribution
We and JPMorgan Chase & Co. have agreed to indemnify
UBS and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to
make relating to these liabilities as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all
or a part of the Securities that it purchases from us to the public or its affiliates at the price to public indicated on the cover hereof.
Subject to regulatory constraints, JPMS intends to offer to purchase the Securities in the secondary market, but it is not required to
do so.
We or our affiliates may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities, and JPMS and/or
an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Supplemental
Use of Proceeds” in this pricing supplement and “Use of Proceeds and Hedging” in the accompanying product supplement.
The
Estimated Value of the Securities
The estimated value of the Securities 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 Securities, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the Securities. The estimated value of the Securities does not represent a minimum price at which JPMS would be
willing to buy your Securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination
of the estimated value of the Securities 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 values of the Securities as well as the higher issuance, operational and ongoing liability management
costs of the Securities 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 Securities. The use of an internal funding rate and any potential changes to that
rate may have an adverse effect on the terms of the Securities and any secondary market prices of the Securities. For additional information,
see “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The Estimated
Value of the Securities 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 Securities 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 Securities is determined when the terms of the Securities
are set based on market conditions and other relevant factors and assumptions existing at that time. See “Key Risks — Risks
Relating to the Estimated Value and Secondary Market Prices of the Securities — The Estimated Value of the Securities Does Not Represent
Future Values of the Securities and May Differ from Others’ Estimates” in this pricing supplement.
The estimated value of the Securities is lower than the original issue
price of the Securities because costs associated with selling, structuring and hedging the Securities are included in the original issue
price of the Securities. These costs include the selling commissions paid to UBS, the projected profits, if any, that our affiliates expect
to realize for assuming risks inherent in hedging our obligations under the Securities and the estimated cost of hedging our obligations
under the Securities. 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 Securities. See “Key Risks — Risks Relating to the Estimated Value
and Secondary Market Prices of the Securities — The Estimated Value of the Securities Is Lower Than the Original Issue Price (Price
to Public) of the Securities” in this pricing supplement.
Secondary
Market Prices of the Securities
For information about factors that will impact any secondary market prices
of the Securities, see “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities —
Secondary Market Prices of the Securities Will Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition,
we generally expect that some of the costs included in the original issue price of the Securities will be partially paid back to you in
connection with any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined period
that is intended to be up to twelve months. The length of any such initial period reflects secondary market volumes for the Securities,
the structure of the Securities, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated
costs of hedging the Securities and when these costs are incurred, as determined by our affiliates. See “Key Risks — Risks
Relating to the Estimated Value and Secondary Market Prices of the Securities — The Value of the Securities as Published by JPMS
(and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for
a Limited Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
The Securities are offered to meet investor demand for products that
reflect the risk-return profile and market exposure provided by the Securities. See “Hypothetical Examples and Return Table”
in this pricing supplement for an illustration of the risk-return profile of the Securities and “The Underlyings” in this
pricing supplement for a description of the market exposure provided by the Securities.
The original issue price of the Securities is equal to the estimated
value of the Securities plus the selling commissions paid to UBS, plus (minus) the projected profits (losses) that our affiliates expect
to realize for assuming risks inherent in hedging our obligations under the Securities, plus the estimated cost of hedging our obligations
under the Securities.
Validity
of the Securities and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products
counsel to JPMorgan Financial and JPMorgan Chase & Co., when the Securities 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 Securities
(the “master note”), and such Securities have been delivered against payment as contemplated herein, such Securities 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.
S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2025-02-27
2025-02-27
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
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S-3
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JPMORGAN CHASE & CO
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The maximum aggregate offering price of the securities to which the prospectus relates is $10,963,300. The prospectus is a final prospectus for the related offering.
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- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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