424B2 1 ea0244400-01_424b2.htm PRICING SUPPLEMENT
May 30, 2025 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and
prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
$1,867,000
Capped Buffered Equity Notes Linked to the
Roundhill Magnificent Seven ETF due June 2, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes are designed for investors who seek an unleveraged exposure to any appreciation of the Roundhill
Magnificent Seven ETF, which we refer to as the Fund, up to a maximum return of 50.00%, at maturity.
Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principal
amount at maturity.
The Fund is actively managed and is subject to additional risks. Unlike a passively managed fund, an actively
managed fund does not attempt to track an index or other benchmark, and the investment decisions for an
actively managed fund are instead made by its investment adviser(s). See “Selected Risk Considerations — Risks
Relating to the Fund An Investment in the Notes Is Subject to Risks Associated with Actively Managed Funds” in this
pricing supplement for more information.
Despite the name of the Fund, there is no assurance that the equity securities held by the Fund will actually
provide exposure, or provide sufficient exposure, to the companies that compose the Magnificent Seven (as
defined under “The Funds” below). Further, despite the reference to “Magnificent” in the name of the Fund,
there is no assurance the Fund will perform positively over the term of the notes.
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 May 30, 2025 and are expected to settle on or about June 4, 2025.
CUSIP: 48136DY76
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11
of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$38
$962
Total
$1,867,000
$70,946
$1,796,054
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions of $38.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $947.20 per $1,000 principal amount note.
See The Estimated Value of the Notes in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Fund: The Roundhill Magnificent Seven ETF (Bloomberg
ticker: MAGS)
Maximum Return: 50.00% (corresponding to a maximum
payment at maturity of $1,500.00 per $1,000 principal amount
note)
Buffer Amount: 15.00%
Pricing Date: May 30, 2025
Original Issue Date (Settlement Date): On or about June 4,
2025
Observation Date*: May 30, 2028
Maturity Date*: June 2, 2028
* Subject to postponement in the event of a market disruption
event and as described under General Terms of Notes
Postponement of a Determination Date Notes Linked to a
Single Underlying Notes Linked to a Single Underlying (Other
Than a Commodity Index) and General Terms of Notes
Postponement of a Payment Date in the accompanying product
supplement
Payment at Maturity:
If the Final Value is greater than the Initial Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Fund Return), subject to the Maximum
Return
If the Final Value is equal to the Initial Value or is less than the
Initial Value by up to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If the Final Value is less than the Initial Value by more than the
Buffer Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Fund Return + Buffer Amount)]
If the Final Value is less than the Initial Value by more than the
Buffer Amount, you will lose some or most of your principal
amount at maturity.
Fund Return:
(Final Value Initial Value)
Initial Value
Initial Value: The closing price of one share of the Fund on the
Pricing Date, which was $52.35
Final Value: The closing price of one share of the Fund on the
Observation Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing price of one share of the
Fund and is set equal to 1.0 on the Pricing Date. The Share
Adjustment Factor is subject to adjustment upon the
occurrence of certain events affecting the Fund. See “The
Underlyings Funds Anti-Dilution Adjustments” in the
accompanying product supplement for further information.
PS-2 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
Supplemental Terms of the Notes
Any values of the Fund, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Fund.
The total return as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
an Initial Value of $100.00;
a Maximum Return of 50.00%; and
a Buffer Amount of 15.00%.
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value.
The actual Initial Value is the closing price of one share of the Fund on the Pricing Date and is specified under “Key Terms — Initial
Value” in this pricing supplement. For historical data regarding the actual closing prices of one share of the Fund, please see the
historical information set forth under “The Fund” 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
Fund Return
Total Return on the Notes
Payment at Maturity
$180.00
80.00%
50.00%
$1,500.00
$165.00
65.00%
50.00%
$1,500.00
$150.00
50.00%
50.00%
$1,500.00
$140.00
40.00%
40.00%
$1,400.00
$130.00
30.00%
30.00%
$1,300.00
$120.00
20.00%
20.00%
$1,200.00
$110.00
10.00%
10.00%
$1,100.00
$105.00
5.00%
5.00%
$1,050.00
$101.00
1.00%
1.00%
$1,010.00
$100.00
0.00%
0.00%
$1,000.00
$95.00
-5.00%
0.00%
$1,000.00
$90.00
-10.00%
0.00%
$1,000.00
$85.00
-15.00%
0.00%
$1,000.00
$80.00
-20.00%
-5.00%
$950.00
$70.00
-30.00%
-15.00%
$850.00
$60.00
-40.00%
-25.00%
$750.00
$50.00
-50.00%
-35.00%
$650.00
$40.00
-60.00%
-45.00%
$550.00
$30.00
-70.00%
-55.00%
$450.00
$20.00
-80.00%
-65.00%
$350.00
$10.00
-90.00%
-75.00%
$250.00
$0.00
-100.00%
-85.00%
$150.00
PS-3 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Fund Returns. There can be no
assurance that the performance of the Fund will result in the return of any of your principal amount in excess of $150.00 per $1,000
principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the
Fund Return, up to the Maximum Return of 50.00%. An investor will realize the maximum payment at maturity at a Final Value at or
above 150.00% of the Initial Value.
If the closing price of one share of the Fund increases 5.00%, investors will receive at maturity a return equal to 5.00%, or
$1,050.00 per $1,000 principal amount note.
If the closing price of one share of the Fund increases 100.00%, investors will receive at maturity a return equal to the 50.00%
Maximum Return, or $1,500.00 per $1,000 principal amount note, which is the maximum payment at maturity.
Par Scenario:
If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 15.00%, investors will receive
at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Initial Value by more than the Buffer Amount of 15.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
For example, if the closing price of one share of the Fund declines 60.00%, investors will lose 45.00% of their principal amount and
receive only $550.00 per $1,000 principal amount note at maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 15.00%)] = $550.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
PS-4 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the Risk Factors sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS
The notes do not guarantee any return of principal. If the Final Value is less than the Initial Value by more than 15.00%, you will
lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 15.00%.
Accordingly, under these circumstances, you will lose up to 85.00% of your principal amount at maturity.
YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of the Fund, which may be significant.
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
THE NOTES DO NOT PAY INTEREST.
YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS
WITH RESPECT TO THE FUND OR THOSE SECURITIES.
LACK OF LIQUIDITY
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
Risks Relating to Conflicts of Interest
POTENTIAL CONFLICTS
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to Risk Factors Risks Relating to Conflicts of Interest in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
PS-5 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
included in the original issue price of the notes. These costs include the selling commissions,the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes in this pricing supplement.
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS ESTIMATES
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 price of one share of the Fund. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See Risk
Factors Risks Relating to the Estimated Value and Secondary Market Prices of the Notes Secondary market prices of the
notes will be impacted by many economic and market factors in the accompanying product supplement.
Risks Relating to the Fund
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH ACTIVELY MANAGED FUNDS
The Fund is actively managed. Unlike a passively managed fund, the investment decisions for an actively managed fund are made
by its investment adviser. The investment adviser of an actively managed fund may adopt a strategy or strategies that are
significantly riskier than the indexing strategy that would have been employed by a passively managed fund. As an actively
managed fund, the Fund is subject to management risk. In managing an actively managed fund, the investment adviser of a fund
applies investment strategies, techniques and analyses in making investment decisions for that fund, but there can be no
guarantee that these actions will produce the intended results. The ability of the Fund’s investment adviser to successfully
implement the Fund’s investment strategy will significantly influence the market price of the shares of the Fund and, consequently,
the value of the notes. While the Fund seeks to provide investment results that correspond to the performance of the Magnificent
Seven, with exposure to each of the seven companies receiving equal weight at rebalancing, the equity securities held by the Fund
PS-6 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
may change, and the weight of exposure to each of the companies that compose the Magnificent Seven may vary in between
rebalancing dates which occur quarterly or upon a change to the companies that compose the Magnificent Seven. Such variances
in the composition and weighing of the equity securities held by the Fund may adversely affect the value of the notes.
THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S NET ASSET VALUE PER SHARE
Because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor demand, the
market value of one share of the Fund may differ from the net asset value per share of the Fund. During periods of market
volatility, securities underlying the Fund may be unavailable in the secondary market, market participants may be unable to
calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of
market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market
volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of
the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from the net
asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the net
asset value per share of the Fund, which could materially and adversely affect the value of the notes in the secondary market
and/or reduce any payment on the notes.
RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR WITH RESPECT TO THE FUND
All of the equity securities held by the Fund are related to companies whose primary line of business is directly associated with the
technology sector and, in particular, six technology industries: the Automotive Industry, the Technology Hardware Industry, the E-
Commerce Discretionary Industry, the Internet Media & Services Industry, the Semiconductors Industry and the Software Industry.
As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single economic,
political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified
group of issuers. The value of stocks of technology companies and companies that rely heavily on technology is particularly
vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition,
both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of
technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend
to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector may face
dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel. These factors
could affect the technology sector and could affect the value of the equity securities included in the Fund and the level of the Fund
during the term of the notes, which may adversely affect the value of your notes.
CONCENTRATION RISKS ASSOCIATED WITH THE FUND MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES
The Fund seeks to provide investment results that correspond generally to the performance of only seven component companies.
Accordingly, the Fund is less diversified than other funds tracking a broader range of companies and, therefore, could experience
greater volatility. As a result, a decline in the price(s) of one or more of those components, including as a result of events
negatively affecting one or more of those companies, may have the effect of significantly lowering the price of the Fund even if
none of the other components are affected by such events. You should be aware that other funds may be more diversified than
the Fund in terms of both the number and variety of components. With respect to the Fund, you will not benefit from any of the
advantages of a diversified investment and will bear the risks of a highly concentrated investment.
LIMITED TRADING HISTORY
The Fund commenced trading on CBOE BZE Exchange, Inc. on April 11, 2023 as the Roundhill BIG Tech ETF (under ticker
symbol “BIGT”), and changed its name on November 9, 2023 to the Roundhill Magnificent Seven ETF (and started trading under
ticker symbol “MAGS”), and therefore has limited historical performance. Accordingly, historical information for the Fund is
available only since that date. Past performance should not be considered indicative of future performance.
THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected.
PS-7 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
The Fund
The Fund is an actively-managed exchanged-traded fund of Roundhill Financial Inc., a registered investment company, that seeks to
achieve its investment objective of growth of capital by providing investment exposure to companies that compose the “Magnificent
Seven,” a group of seven companies recognized for their market dominance in technological innovation. For additional information
about the Fund, see Annex A in this pricing supplement.
Historical Information
The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of the
Fund from April 14, 2023 through May 30, 2025. The Fund commenced trading on CBOE BZE Exchange, Inc. on April 11, 2023 and
therefore has limited historical performance. The closing price of one share of the Fund on May 30, 2025 was $52.35. We obtained the
closing prices above and below from the Bloomberg Professional® service (Bloomberg), without independent verification. The closing
prices above and below may have been adjusted by Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing prices of one share of the Fund should not be taken as an indication of future performance, and no assurance can
be given as to the closing price of one share of the Fund on the Observation Date. There can be no assurance that the performance of
the Fund will result in the return of any of your principal amount in excess of $150.00 per $1,000 principal amount note, subject to the
credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences Tax Consequences to U.S. Holders Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the “constructive
ownership” rules, 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. The notes could be treated as “constructive ownership
transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a
constant yield over your holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether the
constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential
application of the constructive ownership rules.
PS-8 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income
or loss on your 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 described above. 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 the
potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, our special tax counsel is of the
opinion that Section 871(m) should not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the
IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see Selected Risk Considerations Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS
PS-9 | Structured Investments
Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
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 Fund in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee.
This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the
trustee’s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature
and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
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Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
Product supplement no. 4-I dated April 13, 2023:
Underlying supplement no. 1-I dated April 13, 2023:
Prospectus supplement and prospectus, each dated April 13, 2023:
Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.
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Capped Buffered Equity Notes Linked to the Roundhill Magnificent Seven
ETF
Annex A
The Roundhill Magnificent Seven ETF
All information contained in this pricing supplement regarding the Roundhill Magnificent Seven ETF (the “Fund”) has been derived from
publicly available information, without independent verification. This information reflects the policies of, and is subject to change by,
Roundhill Financial Inc. (“Roundhill” or the Investment Advisor”). The Fund is an actively-managed exchanged-traded fund (“ETF”)
managed by Roundhill and Exchange Traded Concepts, LLC (“Exchange” or the “Sub-Advisor”). The Fund trades on CBOE BZE
Exchange, Inc. under the ticker symbol “MAGS.”
The investment objective of the Fund is growth of capital. The Fund seeks to achieve its investment objective by providing investment
exposure to companies that compose the “Magnificent Seven,” a group of seven companies recognized for their market dominance in
technological innovation.
As an actively-managed fund, the Fund is subject to management risk. In managing the Fund, Roundhill and Exchange apply
investment strategies, techniques and analyses in making investment decisions for the Fund, but there can be no guarantee that these
actions will produce the intended results. The ability of Roundhill and Exchange to successfully implement the Fund’s investment
strategy will significantly influence that Fund’s performance.
The Fund rebalances its exposure quarterly, so that exposure to each company that composes the Magnificent Seven is equally-
weighted in the Fund’s portfolio. To the extent the companies that compose the Magnificent Seven change, the Fund will seek to effect
such change as soon as is reasonably practical, but in no event later than the Fund’s next regularly-scheduled quarterly rebalance.
Exchange will position the Fund’s portfolio daily to seek exposure to the companies that compose the Magnificent Seven, to the fullest
extent possible consistent with the Fund’s investment objective. The Fund will invest, under normal circumstances, at least 80% of its
assets (plus borrowings for investment purposes) in financial instruments and other investments that provide exposure to, or in
combination have economic characteristics similar or equivalent to those of, the largest companies in one or more Technology
Industries (defined by an independent industry classification scheme as the following industries: the Automotive Industry, the
Technology Hardware Industry, the E-Commerce Discretionary Industry, the Internet Media & Services Industry, the Semiconductors
Industry and the Software Industry). Such companies will be in the top quartile by market capitalization, revenue, profit, market share
or other similar metric. The Fund will primarily hold swap agreements and/or forward contracts, but will also invest directly in some
equity securities issues by the companies that compose the Magnificent Seven.
Roundhill Financial Inc. is a registered investment company that consists of numerous separate investment portfolios, including the
Fund. Information provided to or filed with the SEC by the Roundhill Financial Inc. pursuant to the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, can be located by reference to the SEC file number 801-114971 through the
SEC’s website at http://www.sec.gov.