JPMorgan Chase Financial Company LLC (NYSE: AMJB) sells copper notes with 80% barrier

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $545,000 of Uncapped Accelerated Barrier Notes linked to Grade A copper, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes provide 1.40x leveraged upside on any gain in the copper price at maturity, with no cap on potential upside.

Investors receive no interest and face full downside risk if copper falls below an 80% barrier of the initial price of $11,816.00 per metric ton on the observation date in December 2027. If the final price stays at or above the barrier, principal is repaid; below the barrier, losses move one-for-one with copper and can reach 100% of principal. The notes are unsecured, not insured by any government agency, have limited liquidity, and their estimated value at issuance is $963.90 per $1,000, below the $1,000 issue price.

December 12, 2025 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 2-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
$545,000
Uncapped Accelerated Barrier Notes Linked to Grade A
Copper due December 6, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek an uncapped return of 1.40 times any appreciation of Grade A Copper at
maturity.
• Investors should be willing to forgo interest payments and be willing to lose a significant portion or all of their principal
amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on December 12, 2025 and are expected to settle on or about December 17, 2025.
• CUSIP: 48136JE59
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-3 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
$17.50
$982.50
Total
$545,000
$9,537.50
$535,462.50
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of
the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions of $17.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $963.90 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
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Commodity: The spot price of Grade A Copper (Bloomberg
ticker: LOCADY)
Upside Leverage Factor: 1.40
Barrier Amount: 80.00% of the Initial Value, which is
$9,452.80
Pricing Date: December 12, 2025
Original Issue Date (Settlement Date): On or about December
17, 2025
Observation Date*: December 1, 2027
Maturity Date*: December 6, 2027
*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 Commodity or Commodity Futures
Contract” 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 × Commodity Return × Upside Leverage
Factor)
If the Final Value is equal to the Initial Value or is less than the
Initial Value but greater than or equal to the Barrier Amount, you
will receive the principal amount of your notes at maturity.
If the Final Value is less than the Barrier Amount, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Commodity Return)
If the Final Value is less than the Barrier Amount, you will lose
more than 20.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Commodity Return:
(Final Value – Initial Value)
Initial Value
Commodity Price: On any day, the official cash offer price of
Copper Grade A on the London Metal Exchange (the “LME”) for
the spot market, stated in U.S. dollars per metric ton, as
determined by the LME and displayed on the Bloomberg
Professional® service (“Bloomberg”) under the symbol
“LOCADY” on that day
Initial Value: The Commodity Price on the Pricing Date, which
was $11,816.00
Final Value: The Commodity Price on the Observation Date

PS-2 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
as amended (the “Commodity Exchange Act”). The notes are offered pursuant to an exemption from regulation under the
Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more
payments indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are
not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures
Trading Commission.
Any values of the Commodity, 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
Commodity. 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;
• an Upside Leverage Factor of 1.40; and
• a Barrier Amount of $80.00 (equal to 80.00% of the hypothetical Initial Value).
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 Commodity Price on the Pricing Date and is specified under “Key Terms — Initial Value” in this pricing
supplement. For historical data regarding the actual Commodity Prices, please see the historical information set forth under “The
Commodity” 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
Commodity Return
Total Return on the Notes
Payment at Maturity
$165.00
65.00%
91.00%
$1,910.00
$150.00
50.00%
70.00%
$1,700.00
$140.00
40.00%
56.00%
$1,560.00
$130.00
30.00%
42.00%
$1,420.00
$120.00
20.00%
28.00%
$1,280.00
$110.00
10.00%
14.00%
$1,140.00
$105.00
5.00%
7.00%
$1,070.00
$101.00
1.00%
1.40%
$1,014.00
$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%
0.00%
$1,000.00
$79.99
-20.01%
-20.01%
$799.90
$70.00
-30.00%
-30.00%
$700.00
$60.00
-40.00%
-40.00%
$600.00
$50.00
-50.00%
-50.00%
$500.00
$40.00
-60.00%
-60.00%
$400.00
$30.00
-70.00%
-70.00%
$300.00
$20.00
-80.00%
-80.00%
$200.00
$10.00
-90.00%
-90.00%
$100.00
$0.00
-100.00%
-100.00%
$0.00

PS-3 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Commodity Returns. There can be
no assurance that the performance of the Commodity will result in the return of any of your principal amount.
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
Commodity Return times the Upside Leverage Factor of 1.40.
• If the Commodity Price increases 10.00%, investors will receive at maturity a return equal to 14.00%, or $1,140.00 per $1,000
principal amount note.
Par Scenario:
If the Final Value is equal to the Initial Value or is less than the Initial Value but greater than or equal to the Barrier Amount of 80.00% of
the Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Barrier Amount of 80.00% of the Initial Value, investors will lose 1% of the principal amount of their
notes for every 1% that the Final Value is less than the Initial Value.
• For example, if the Commodity Price declines 60.00%, investors will lose 60.00% of their principal amount and receive only
$400.00 per $1,000 principal amount note at maturity.
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.
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 Barrier Amount, you will lose 1% of the
principal amount of your notes for every 1% that the Final Value is less than the Initial Value. Accordingly, under these
circumstances, you will lose more than 20.00% of your principal amount at maturity and could lose all of your principal amount at
maturity.

PS-4 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
• 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 BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE —
If the Final Value is less than the Barrier Amount, the benefit provided by the Barrier Amount will terminate, and you will be fully
exposed to any depreciation of the Commodity.
• THE NOTES DO NOT PAY INTEREST.
• OWNING THE NOTES IS NOT THE SAME AS OWNING THE COMMODITY OR COMMODITY-RELATED FUTURES
CONTRACTS DIRECTLY —
The return on your notes will not reflect the return you would realize if you actually purchased the Commodity or exchange-traded
or over-the-counter instruments based on the Commodity. You will not have any rights that holders of such assets or instruments
have.
• THE RISK OF THE COMMODITY PRICE FALLING BELOW THE BARRIER AMOUNT IS GREATER IF THE COMMODITY
PRICE IS VOLATILE.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.

PS-5 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
• 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 Commodity Price. 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 Commodity
• INVESTMENTS RELATED TO THE PRICES OF THE COMMODITY MAY BE MORE VOLATILE THAN TRADITIONAL
SECURITIES INVESTMENTS —
The price of copper is subject to variables that may be less significant to the prices of traditional securities such as stocks and
bonds, and where the return on the securities is not related to commodities. Variables such as those described under “— The
Market Price of Copper Will Affect the Value of the Notes” below may have a larger impact on the price of the Commodity than on
traditional securities. These additional variables may create additional investment risks that may cause the price of the Commodity
to move in unpredictable and unanticipated directions and at unpredictable or unanticipated rates and cause the value of the notes
to be more volatile than the prices of traditional securities.
• THE MARKET PRICE OF COPPER WILL AFFECT THE VALUE OF THE NOTES —
Because the notes are linked to copper, we expect that generally the market value of the notes will depend in part on the market
price of copper. The price of copper is primarily affected by the global demand for and supply of copper but is also influenced
significantly from time to time by speculative actions and by currency exchange rates. Demand for copper is significantly

PS-6 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
influenced by the level of global industrial economic activity. Industrial sectors that are particularly important to demand for copper
include the electrical and construction sectors. In recent years, demand has been supported by strong consumption from newly
industrializing countries due to their copper-intensive economic growth and industrial development. An additional, but highly
volatile, component of demand is adjustments to inventory in response to changes in economic activity and/or pricing levels. There
are substitutes for copper in various applications. Their availability and price will also affect demand for copper. Apart from the
United States, Canada, Australia and Poland, the majority of copper concentrate supply (the raw material) comes from outside the
Organization for Economic Cooperation and Development countries. The supply of copper is also affected by current and previous
price levels, which will influence investment decisions in new smelters. In previous years, copper supply has been affected by
strikes, financial problems and terrorist activity. It is not possible to predict the aggregate effect of all or any combination of these
factors.
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY —
The notes are linked to a single commodity and are not linked to a diverse basket of commodities or a broad-based commodity
index. The price of the Commodity may not correlate with, and may diverge significantly from, the prices of commodities
generally. Because the notes are linked to a single commodity, they carry greater risk and may be more volatile than notes linked
to the prices of multiple commodities or a broad-based commodity index.
• ON THE OBSERVATION DATE, THE COPPER PRICE IS DETERMINED BY REFERENCE TO THE OFFICIAL CASH
SETTLEMENT PRICE OF COPPER AS DETERMINED BY THE LME, AND THERE ARE CERTAIN RISKS RELATING TO THE
COPPER PRICE BEING DETERMINED BY THE LME —
The Commodity Price of copper will be determined by reference to the official cash settlement price of copper as determined by the
LME. The LME is a principals’ market that operates in a manner more closely analogous to the over-the-counter physical
commodity markets than regulated futures markets. For example, there are no daily price limits on the LME, which would
otherwise restrict the extent of daily fluctuations in the prices of LME contracts. In a declining market, therefore, it is possible that
prices would continue to decline without limitation within a trading day or over a period of trading days. In addition, a contract may
be entered into on the LME calling for delivery on any day from one day to three months following the date of that contract and for
monthly delivery up to 123 months forward following that third month, in contrast to trading on futures exchanges, which call for
delivery in stated delivery months. As a result, there may be a greater risk of a concentration of positions in LME contracts on
particular delivery dates, which in turn could cause temporary aberrations in the prices of LME contracts for certain delivery dates.
If such aberrations occur during the term of the notes, the official cash settlement prices of copper and, consequently, the
Commodity Return, could be adversely affected. The LME has no obligation to consider your interests in calculating or revising the
official cash settlement price of copper.

PS-7 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
The Commodity
The Commodity Price, on any day, is the official cash offer price of Copper Grade A on the LME for the spot market, stated in U.S.
dollars per metric ton, as determined by the LME and displayed on Bloomberg under the symbol “LOCADY” on that day. For additional
information about the Commodity, see “The Underlyings — Commodities” in the accompanying product supplement.
Historical Information
The following graph sets forth the historical performance of the Commodity based on the weekly historical Commodity Prices from
January 3, 2020 through December 12, 2025. The Commodity Price on December 12, 2025 was $11,816.00. We obtained the
Commodity Prices above and below from Bloomberg, without independent verification.
The historical Commodity Prices should not be taken as an indication of future performance, and no assurance can be given as to the
Commodity Price on the Observation Date. There can be no assurance that the performance of the Commodity will result in the return
of any of your principal amount.
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 2-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.

PS-8 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
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, 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.
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 Commodity” in this pricing supplement for a description of the market exposure provided by the notes.

PS-9 | Structured Investments
Uncapped Accelerated Barrier Notes Linked to Grade A Copper
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. 2-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029567/ea151907_424b2.pdf
• Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.

FAQ

What is JPMorgan’s AMJB copper-linked Uncapped Accelerated Barrier Notes offering?

The offering consists of $545,000 of Uncapped Accelerated Barrier Notes linked to the spot price of Grade A copper, issued by JPMorgan Chase Financial Company LLC and fully guaranteed by JPMorgan Chase & Co. The notes mature in December 2027 and are unsecured, structured investments.

How do investors in JPMorgan AMJB copper-linked notes earn returns at maturity?

If the final copper price is above the initial price of $11,816.00 per metric ton, investors receive their $1,000 principal plus 1.40 times the positive commodity return. If the final price is between 80% and 100% of the initial level, they receive only principal back. Below 80% of the initial level, losses match copper’s percentage decline.

What is the barrier level on the JPMorgan AMJB Uncapped Accelerated Barrier Notes?

The notes use a barrier set at 80.00% of the initial copper price. With an initial value of $11,816.00 per metric ton, the barrier amount is $9,452.80. If the final price on the observation date is below this barrier, investors lose more than 20% of principal and can lose their entire investment.

Do the JPMorgan AMJB copper-linked notes pay interest or coupons?

No. The notes do not pay interest. All potential return comes from the payoff at maturity, which depends on the performance of the Grade A copper price relative to its initial level and the 80% barrier.

What are the main risks of investing in the JPMorgan AMJB copper barrier notes?

Key risks include possible loss of up to 100% of principal if copper finishes below the barrier, credit risk of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., no interest payments, and limited liquidity because the notes are not exchange-listed. The estimated value of $963.90 per $1,000 is also below the issue price.

How is copper priced for the JPMorgan AMJB Uncapped Accelerated Barrier Notes?

The commodity reference is the official cash offer price of Copper Grade A on the London Metal Exchange, quoted in U.S. dollars per metric ton and displayed on Bloomberg under the ticker LOCADY. The initial value was set at $11,816.00 on the pricing date.

Why is the initial estimated value of the JPMorgan AMJB notes lower than the issue price?

The estimated value is $963.90 per $1,000 note, below the $1,000 issue price, because selling commissions, projected hedging profits or losses, and hedging costs are embedded in the issue price. JPMorgan also uses an internal funding rate, which can further reduce the estimated value relative to par.