Bond JPMorgan Chase 1.428% ( US48127DPH51 ) in USD

Issuer JPMorgan Chase
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US48127DPH51 ( in USD )
Interest rate 1.428% per year ( payment 2 times a year)
Maturity 24/12/2029



Prospectus brochure of the bond JP Morgan US48127DPH51 en USD 1.428%, maturity 24/12/2029


Minimal amount 1 000 USD
Total amount 1 409 000 USD
Cusip 48127DPH5
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Next Coupon 24/12/2025 ( In 154 days )
Detailed description JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, asset and wealth management, and consumer and community banking services.

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48127DPH51, pays a coupon of 1.428% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/12/2029







424B2 1 e62026_424b2.htm PRICING SUPPLEMENT NO. 128
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
Notes
$1,409,000
$163.73



Pricing Supplement No. 128
Pric ing supple m e nt t o
To prospectus dated November 7, 2014,
Produc t Supple m e nt N o. 1 a -1
prospectus supplement dated November 7, 2014,
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 9 9 9 6 6
product supplement no. 1a-I dated November 7, 2014 and
Da t e d De c e m be r 1 9 , 2 0 1 4 ; Rule 4 2 4 (b)(2 )
underlying supplement no. 1a-I dated November 7, 2014
Ca lla ble Fix e d t o Floa t ing Ra t e N ot e s Link e d t o t he 3 0 -Y e a r
Structured
U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e , t he 2 -Y e a r U .S.

Investments
Dolla r Const a nt M a t urit y Sw a p Ra t e a nd t he S& P 5 0 0 ®
I nde x due De c e m be r 2 4 , 2 0 2 9 $ 1 ,4 0 9 ,0 0 0
Ge ne ra l
·
Unsecured and unsubordinated obligations of JPMorgan Chase & Co. maturing December 24, 2029, subject to postponement
as described below.
·
The notes are designed for investors (a) who seek quarterly interest payments for the Initial Interest Periods that will be equal
to a fixed Interest Rate of 9.00% per annum; (b) who believe that, for each other Interest Period (after the Initial Interest
Periods), (i) the Spread (the 30-Year CMS Rate minus the 2-Year CMS Rate) multiplied by the applicable Multiplier on each
Determination Date will be positive and equal to or less than the Maximum Interest Rate of 9.00% per annum and (ii) on each
Accrual Determination Date during such Interest Period, the Index Level of the S&P 500® Index will be greater than or equal
to the Minimum Index Level of 75.00% of the Index Level on the Pricing Date. Any pa ym e nt on t he not e s is subje c t t o
t he c re dit risk of J PM orga n Cha se & Co.
·
Interest will accrue (a) for the Initial Interest Periods, at a rate of 9.00% per annum and (b) for each Interest Period (other than
an Initial Interest Period), daily, at a per annum rate equal to the Interest Factor; provided that the Index Level of the S&P
500® Index is greater than or equal to the Minimum Index Level on the applicable Accrual Determination Date. The Interest
Factor for each Interest Period (other than an Initial Interest Period) is determined by reference to the Spread multiplied by the
applicable Multiplier on the applicable Determination Date. For each Interest Period (other than an Initial Interest Period), if
the Index Level of the S&P 500® Index is less than the Minimum Index Level for an entire Interest Period or the Spread is
zero or negative (i.e. if the 30-Year CMS Rate is equal to or less than the 2-Year CMS Rate), the Interest Rate for such
Interest Period will be equal to 0.00% and you will not receive any interest payment for such Interest Period. In no event will
the Interest Rate be greater than the applicable Maximum Interest Rate of 9.00% per annum or less than the Minimum
Interest Rate of 0.00% per annum.
·
These notes have a long maturity relative to other fixed income products. Longer dated notes may be more risky than shorter
dated notes. See "Selected Risk Considerations" in this pricing supplement.
·
At our option, we may redeem the notes, in whole but not in part, on any of the Call Dates specified below.
·
The terms of the notes as set forth below, to the extent they differ or conflict with those set forth in the accompanying product
supplement no. 1a-I, will supersede the terms set forth in product supplement no. 1a-I. In particular, whether the Accrual
Provision is satisfied will depend on the Index Level on the applicable Accrual Determination Date (rather than on the Index
Level on an Equity Index Determination Date as described in product supplement 1a-I), as set forth below, and interest will be
payable to the holders of record at the close of business on the Business Day immediately preceding the applicable Interest
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Payment Date. Please refer to "Key Terms -- Accrual Provision," "Key Terms -- Accrual Determination Date," and "Selected
Purchase Considerations -- Quarterly Interest Payments" in this pricing supplement for more information.
·
The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter.
·
The notes priced on December 19, 2014 and are expected to settle on or about December 24, 2014.
K e y T e rm s
Payment at Maturity:
On the Maturity Date we will pay you the outstanding principal amount of your notes plus any
accrued and unpaid interest; provided that your notes are outstanding and have not previously
been called on any Call Date.
Call Feature:
On the 24th day of each March, June, September and December, beginning on December 24,
2019 and ending on the Maturity Date (each, a "Call Date"), we may redeem your notes, in
whole but not in part, at a price equal to the principal amount being redeemed plus any accrued
and unpaid interest, subject to the Business Day Convention and the Interest Accrual
Convention described below and in the accompanying product supplement no.1a-I.
Interest:
Subject to the Interest Accrual Convention, with respect to each Interest Period, for each
$1,000 principal amount note, we will pay you interest in arrears on each Interest Payment Date
in accordance with the following formula:
$1,000 × Interest Rate × Day Count Fraction.
Initial Interest Period(s):
The Interest Periods during the period beginning on and including the Original Issue Date of the
notes and ending on but excluding June 24, 2015. The Accrual Provision will not be applicable
during the Initial Interest Periods.
Interest Period:
The period beginning on and including the Original Issue Date of the notes and ending on but
excluding the first Interest Payment Date, and each successive period beginning on and
including an Interest Payment Date and ending on but excluding the next succeeding Interest
Payment Date, subject to the Interest Accrual Convention described below and in the
accompanying product supplement no 1a-I.
Interest Payment Dates:
Interest on the notes will be payable in arrears on the 24th of each March, June, September
and December, beginning on March 24, 2015 to and including the Maturity Date, or, if the notes
have been called, the applicable Call Date, subject to the Business Day Convention and
Interest Accrual Convention described below and in the accompanying product supplement no.
1a-I.
Interest Rate:
For each Initial Interest Period, 9.00% per annum. For each Interest Period after the Initial
Interest Periods, the Calculation Agent will determine the applicable Interest Rate per annum,
calculated in thousandths of a percent, with five ten-thousandths of a percent rounded upwards,
in accordance with the following formula:

Variable Days
Interest Factor ×
, where
Actual Days

"Variable Days" means, with respect to each Interest Payment Date, the actual number of
calendar days during the immediately preceding Interest Period on which the Accrual Provision
is satisfied; and
"Actual Days" means, with respect to each Interest Payment Date, the actual number of
calendar days during the immediately preceding Interest Period.
Notwithstanding the foregoing, in no event will the Interest Rate for an Interest Period be less
than the Minimum Interest Rate or greater than the applicable Maximum Interest Rate.
Interest Factor:
With respect to each Interest Period (other than an Initial Interest Period), the Spread times the
applicable Multiplier, subject to the Maximum Interest Rate and the Minimum Interest Rate. The
Interest Rate may or may not equal the Interest Factor during any Interest Period. The Interest
Rate will depend on the number of calendar days during any given Interest Period on which the
Accrual Provision is satisfied. See the definition for "Variable Days" and "Accrual Provision"
herein, as well as the formula for Interest Rate set forth above.
Spread:
With respect to each Interest Period (after the Initial Interest Periods), the 30-Year CMS Rate
minus the 2-Year CMS Rate as determined on the applicable Determination Date. I f, on t he
re la t e d De t e rm ina t ion Da t e , t he Spre a d is e qua l t o or le ss t ha n ze ro, int e re st
w ill a c c rue a t a ra t e of 0 .0 0 % for t ha t I nt e re st Pe riod.
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Multiplier:
From (a nd inc luding)
T o (but e x c luding)
M ult iplie r

December 24, 2014
June 24, 2015
Not applicable

June 24, 2015
December 24, 2021
4.0

December 24, 2021
December 24, 2026
5.0

December 24, 2026
December 24, 2029
6.0
Minimum Interest Rate:
0.00% per annum
Maximum Interest Rate:
9.00% per annum
30-Year CMS Rate:
The 30-Year U.S. Dollar Constant Maturity Swap Rate, which is the rate for a U.S. dollar swap
with a Designated Maturity of 30 years that appears on Reuters page "ISDAFIX1" (or any
successor page) at approximately 11:00 a.m., New York City time, on the Determination Date,
as determined by the calculation agent. On the applicable Determination Date, if the 30-Year
CMS Rate cannot be determined by reference to Reuters page "ISDAFIX1" (or any successor
page), then the calculation agent will determine the 30-Year CMS Rate in accordance with the
fallbacks set forth under "What is a CMS Rate?" below.
The 2-Year U.S. Dollar Constant Maturity Swap Rate, which is the rate for a U.S. dollar swap
with a Designated Maturity of 2 years that appears on Reuters page "ISDAFIX1" (or any
successor page) at approximately 11:00 a.m., New York City time, on the Determination Date,
2-Year CMS Rate:
as determined by the calculation agent. On the applicable Determination Date, if the 2-Year

CMS Rate cannot be determined by reference to Reuters page "ISDAFIX1" (or any successor
page), then the calculation agent will determine the 2-Year CMS Rate in accordance with the
fallbacks set forth under "What is a CMS Rate?" below. We refer to the 30-Year CMS Rate and
the 2-Year CMS Rate each as a "CMS Rate" and together as the "CMS Rates".
I nve st ing in t he not e s involve s a num be r of risk s. Se e "Risk Fa c t ors" be ginning on pa ge PS-1 8 of t he
a c c om pa nying produc t supple m e nt no. 1 a -I , "Risk Fa c t ors" be ginning on pa ge U S -2 of t he a c c om pa nying
unde rlying supple m e nt no. 1 a -I a nd "Se le c t e d Risk Conside ra t ions" be ginning on pa ge PS-3 of t his pric ing
supple m e nt .
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
notes or passed upon the accuracy or the adequacy of this pricing supplement, the accompanying product supplement no. 1a-I,
the accompanying underlying supplement no. 1a-I or the accompanying prospectus supplement and prospectus. Any
representation to the contrary is a criminal offense.

Price to Public(1)(2)
Fees and Commissions(1)(2)
Proceeds to Issuer
Per note
$1,000
$40.15
$959.85
Total
$1,409,000
$56,571.35
$1,352,428.65
(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our
affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling
commissions of $40.15 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of
Distribution (Conflicts of Interest)" beginning on page PS-60 of the accompanying product supplement no. 1a-I.
T he e st im a t e d va lue of t he not e s a s de t e rm ine d by J PM S, w he n t he t e rm s of t he not e s w e re se t , w a s
$ 9 1 8 .2 0 pe r $ 1 ,0 0 0 princ ipa l a m ount not e . Se e "J PM S's Est im a t e d V a lue of t he N ot e s" in t his pric ing
supple m e nt for a ddit iona l inform a t ion.
The notes are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency, and are not obligations of, or guaranteed by, a bank.

De c e m be r 1 9 , 2 0 1 4


Addit iona l T e rm s Spe c ific t o t he N ot e s
You should read this pricing supplement together with the prospectus dated November 7, 2014, as supplemented by the
prospectus supplement dated November 7, 2014 relating to our Series E medium-term notes of which these notes are a part, and
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the more detailed information contained in product supplement no. 1a-1 dated November 7, 2014 and underlying supplement no.
1a-I dated November 7, 2014. T his pric ing supple m e nt , t oge t he r w it h t he doc um e nt s list e d be low , c ont a ins t he
t e rm s of t he not e s a nd supe rse de s a ll ot he r prior or c ont e m pora ne ous ora l st a t e m e nt s a s w e ll a s a ny ot he r
w rit t e n m a t e ria ls inc luding pre lim ina ry or indic a t ive pric ing t e rm s, c orre sponde nc e , t ra de ide a s, st ruc t ure s
for im ple m e nt a t ion, sa m ple st ruc t ure s, fa c t she e t s, broc hure s or ot he r e duc a t iona l m a t e ria ls of ours. You
should carefully consider, among other things, the matters set forth in "Risk Factors" in the accompanying product supplement no.
1a-I, the accompanying underlying supplement no 1a-I and "Selected Risk Considerations" below, 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. 1a-I dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008402/e61380_424b2.htm
·
Prospectus supplement and prospectus dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008397/e61348_424b2.pdf
·
Underlying supplement no. 1a-I dated November 7, 2014:
http://www.sec.gov/Archives/edgar/data/19617/000089109214008410/e61337_424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, the "Company," "we," "us," or
"our" refers to JPMorgan Chase & Co.
CUSIP:
48127DPH5
Index Level:
On any Trading Day, the official closing level of the S&P 500® Index (the "Index") published
following the regular official weekday close of trading for the S&P 500® Index as published by
Bloomberg Financial Services on such Trading Day. In certain circumstances, the Index Level
will be based on the alternative calculation of the S&P 500® Index as described under "General
Terms of Notes -- Discontinuation of an Equity Index; Alteration of Method of Calculation" in the
accompanying product supplement no. 1a-I.
Determination Date:
For each Interest Period (other than the Initial Interest Periods), the second U.S. Government
Securities Business Day immediately preceding the beginning of the applicable Interest Period.
Designated Maturity:
2 years or 30 years, as the case may be, depending on whether the 2-Year CMS Rate or the
30-Year CMS Rate is being calculated.
Trading Day:
A day, as determined by the Calculation Agent, on which trading is generally conducted on (i)
the relevant exchanges for securities underlying the S&P 500® Index or the relevant successor
equity index, if applicable, and (ii) the exchanges on which futures or options contracts related
to the Index or the relevant successor equity index, if applicable, are traded, other than a day
on which trading on such relevant exchange or exchange on which such futures or options
contracts are traded is scheduled to close prior to its regular weekday closing time.
Accrual Provision:
For each Interest Period (other than an Initial Interest Period), the Accrual Provision shall be
deemed to have been satisfied on each calendar day during such Interest Period on which the
Index Level of the S&P 500® Index, as determined on the Accrual Determination Date relating
to such calendar day, is greater than or equal to the Minimum Index Level. If the Index Level of
the S&P 500® Index, as determined on the Accrual Determination Date relating to such
calendar day, is less than the Minimum Index Level, then the Accrual Provision shall be
deemed not to have been satisfied for such calendar day. Notwithstanding the foregoing and
anything to the contrary in the accompanying product supplement no. 1a-I, the Accrual
Provision will be deemed to have not been satisfied on a calendar day if a market disruption
event occurred or was continuing, as applicable, on the originally scheduled Accrual
Determination Date for that calendar day (including any originally scheduled Accrual
Determination Date relating to an Exclusion Period).
Accrual Determination Date:
With respect to any calendar day during an Interest Period (other than an Initial Interest Period),
the second Trading Day prior to such calendar day. Notwithstanding the foregoing, for all
calendar days in the Exclusion Period, the Accrual Determination Date will be the first Trading
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Day that precedes such Exclusion Period. The Accrual Provision will be deemed to have not
been satisfied on a calendar day if a market disruption event occurred or was continuing, as
applicable, on the originally scheduled Accrual Determination Date for that calendar day.
Exclusion Period:
The period beginning on the sixth Trading Day prior to but excluding each Interest Payment
Date.
Minimum Index Level:
1,552.9875, 75.00% of the Index Level of the S&P 500® Index on the Pricing Date
Pricing Date:
December 19, 2014.
Original Issue Date
On or about December 24, 2014, subject to the Business Day Convention.
(Settlement Date):
Maturity Date*:
December 24, 2029, subject to the Business Day Convention.
Business Day Convention:
Following
Interest Accrual Convention:
Unadjusted
Day Count Fraction:
30/360
U.S. Government Securities
Any day, other than a Saturday, Sunday or a day on which the Securities Industry and
Business Day:
Financial Markets Association ("SIFMA") recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S. government securities.
Business Day:
Any day other than a day on which banking institutions in The City of New York are authorized
or required by law, regulation or executive order to close or a day on which transactions in U.S.
dollars are not conducted.
Se le c t e d Purc ha se Conside ra t ions
·
PRESERV AT I ON OF CAPI T AL AT M AT U RI T Y OR U PON REDEM PT I ON -- Regardless of the performance of the
CMS Rates or the Index, we will pay you at least the principal amount of your notes if you hold the notes at maturity or to the
Call Date, if any, on which we elect to redeem the notes. Because the notes are our unsecured and unsubordinated
obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due.
·
PERI ODI C I N T EREST PAY M EN T S -- The notes offer periodic interest payments on each Interest Payment Date. For the
Initial Interest Periods, the notes will accrue interest at a rate of 9.00% per annum. For all Interest Periods (other than the
Initial Interest Periods), the notes will accrue interest, if any, at a variable Interest Rate. The interest payments for all Interest
Periods (other than the Initial Interest Periods) will be affected by the levels of the 30-Year CMS Rate and the 2-Year CMS
Rate and the official closing level of the S&P 500® Index as described under "Interest Rate" on the cover of this pricing
supplement, but will not reflect
JPMorgan Structured Investments --
PS-1
Ca lla ble Fix e d t o Floa t ing Ra t e N ot e s Link e d t o t he 3 0 -Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e , t he 2 -
Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e a nd t he S& P 5 0 0 ® I nde x due De c e m be r 2 4 , 2 0 2 9


the performance of such rates or such Index. In no event will the Interest Rate be greater than the Maximum Interest Rate of
9.00% or less than the Minimum Interest Rate of 0.00% per annum. The yield on the notes may be less than the overall return
you would receive from a conventional debt security that you could purchase today with the same maturity as the notes.
·
T AX T REAT M EN T -- You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in
the accompanying product supplement no. 1a-1. Subject to the limitations described therein, the notes will be treated for U.S.
federal income tax purposes as "contingent payment debt instruments." You will generally be required to accrue and recognize
original issue discount ("OID") as interest income in each year at the "comparable yield," as determined by us, even though
the actual interest payments made with respect to the notes during a taxable year may differ from the amount of OID that
must be accrued during that taxable year. In addition, solely for purposes of determining the amount of OID that you will be
required to accrue, we are also required to construct a "projected payment schedule" in respect of the notes representing a
series of payments the amount and timing of which would produce a yield to maturity on the notes equal to the comparable
yield. You will be required to make adjustments to the amount of OID you must recognize each taxable year to reflect the
difference, if any, between the actual amount of interest payments made and the projected amount of the interest payments
(as reflected in the projected payment schedule). Under the forgoing rules, you will not be required to separately include in
income the interest payments you receive with respect to the notes. To obtain the comparable yield and the projected payment
schedule in respect of the notes, contact a certified financial analyst at the Global Securities Group desk at (800) 576-3529.
Generally, amounts received at maturity or earlier sale or disposition in excess of your tax basis, if any, will be treated as
additional interest income while any loss will be treated as an ordinary loss to the extent of all previous interest inclusions with
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respect to the notes, which will be deductible against other income (e.g., employment and interest income), with the balance
treated as capital loss, the deductibility of which may be subject to limitations. Purchasers who are not initial purchasers of
notes at the issue price should consult their tax advisers with respect to the tax consequences of an investment in the notes,
including the treatment of the difference, if any, between their basis in the notes and the notes' adjusted issue price.
Non-U.S. Holders should note that final Treasury regulations were released on legislation that imposes a withholding tax of
30% on payments to certain foreign entities unless information reporting and diligence requirements are met, as described in
"Material U.S. Federal Income Tax Consequences-Tax Consequences to Non-U.S. Holders" in the accompanying product
supplement. Pursuant to the final regulations, such withholding tax will generally apply to obligations that are issued on or
after July 1, 2014; therefore, the notes will generally be subject to this withholding tax. The withholding tax described above
will not apply to payments of gross proceeds from the sale, exchange or other disposition of the notes made before January 1,
2017.
Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the notes, including possible alternative treatments.
Subject to certain assumptions and representations received from us, the discussion in this section entitled "Tax Treatment",
when read in combination with the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying
product supplement, constitutes the full opinion of Sidley Austin LLP regarding the material U.S. federal income tax treatment of
owning and disposing of the notes.
JPMorgan Structured Investments --
PS-2
Ca lla ble Fix e d t o Floa t ing Ra t e N ot e s Link e d t o t he 3 0 -Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e , t he 2 -
Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e a nd t he S& P 5 0 0 ® I nde x due De c e m be r 2 4 , 2 0 2 9


Se le c t e d Risk Conside ra t ions
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" section of the
accompanying product supplement no. 1a-I dated November 7, 2014 and the accompanying underlying supplement no. 1a-I dated
November 7, 2014.
·
T H E N OT ES ARE N OT ORDI N ARY DEBT SECU RI T I ES AN D ARE SU BJ ECT T O AN I N T EREST ACCRU AL
PROV I SI ON ; AFT ER T H E I N I T I AL I N T EREST PERI ODS, T H E I N T EREST RAT E ON T H E N OT ES I S
V ARI ABLE, WI LL N OT EX CEED T H E I N T EREST FACT OR AN D M AY BE EQU AL T O 0 .0 0 % -- The terms of the
notes differ from those of ordinary debt securities in that the rate of interest you will receive after the Initial Interest Periods is
not fixed, but will vary based on the Index Level of the S&P 500® Index over the course of each Interest Period and the
Spread on the applicable Determination Date. For each Interest Period (other than an Initial Interest Period), there is a
Maximum Interest Rate per annum equal to the Interest Factor set forth above on the cover of this pricing supplement. This is
because the variable Interest Rate on the notes, while determined by reference to the Spread on the applicable Determination
Date and the Index Level of the S&P 500® Index as described on the cover of this pricing supplement, does not actually pay
an amount based directly on the performance of such rates or Index. Your return on the notes for any Interest Period (other
than an Initial Interest Period) will not exceed the applicable Interest Factor for such Interest Period, regardless of the Spread
or appreciation in the S&P 500® Index, which may be significant. Moreover, each calendar day during an Interest Period
(other than an Initial Interest Period) for which the Index Level of the S&P 500® Index is less than the Minimum Index Level
(as determined based on the level of the S&P 500® Index on the applicable Accrual Determination Date) will result in a
reduction of the Interest Rate per annum payable for the corresponding Interest Period. In the case of Interest Periods other
than the Initial Interest Periods, if the Index Level of the S&P 500® Index is less than the Minimum Index Level for an entire
Interest Period or the Spread is less than or equal to zero on the applicable Determination Date, the Interest Rate for such
Interest Period will be equal to 0.00% and you will not receive any interest payment for such Interest Period. In that event, you
will not be compensated for any loss in value due to inflation and other factors relating to the value of money over time during
such period.
·
T H E N OT ES REFEREN CE AN EQU I T Y I N DEX AN D CM S RAT ES -- After the Initial Interest Periods, if the Index
Level of the S&P 500® Index is less than the Minimum Index Level on any Accrual Determination Date, the notes will not
accrue interest on that day. If the notes do not satisfy the Accrual Provision for each calendar day in the Interest Period, the
Interest Rate payable on the notes will be equal to 0.00% for such Interest Period. Similarly, after the Initial Interest Periods, if
the 30-Year CMS Rate is less than or equal to the 2-Year CMS Rate on the Determination Date, interest on the notes will
accrue at 0.00% for such Interest Period. You should carefully consider the movement, current level and overall trend in
equity markets and swap rates, prior to purchasing these notes. Although the notes do not directly reference the Index Level
of the S&P 500® Index or the CMS Rates, the interest, if any, payable on your notes is contingent upon, and related to, each
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of these levels.
·
T H E I N T EREST RAT E ON T H E N OT ES AFT ER T H E I N I T I AL I N T EREST PERI ODS I S SU BJ ECT T O A
M AX I M U M I N T EREST RAT E -- After the Initial Interest Periods, the rate of interest is variable; however, it is still subject
to a Maximum Interest Rate. The Interest Rate on the notes will not exceed the Maximum Interest Rate of 9.00% per annum.
Although the notes are subject to the Accrual Provision, the interest (if any) payable on the notes accrues at a rate based on
the Interest Factor set forth above, and therefore the amount of interest payable on the notes remains subject to the
Maximum Interest Rate.
·
POT EN T I AL REDEM PT I ON BY U S AT OU R OPT I ON -- At our option, we may redeem the notes, in whole but not in
part, on any of the Call Dates set forth on the cover of this pricing supplement, at a price equal to the principal amount being
redeemed plus any accrued and unpaid interest, subject to the Business Day Convention and the Interest Accrual Convention
described on the cover of this pricing supplement and in the accompanying product supplement no. 1a-I. Any accrued and
unpaid interest on the notes redeemed will be paid to the person who is the holder of record of such notes at the close of
business on the Business Day immediately preceding the applicable Call Date.
·
AFT ER T H E I N I T I AL I N T EREST PERI ODS, M ARK ET DI SRU PT I ON EV EN T S M AY ADV ERSELY AFFECT T H E
RAT E AT WH I CH T H E N OT ES ACCRU E I N T EREST -- After the Initial Interest Periods, the rate at which the notes
accrue interest for an Interest Period will be based on the Index Level of the S&P 500® Index on the applicable Accrual
Determination Date and the Spread on the applicable Determination Date, subject to the Maximum Interest Rate.
Notwithstanding anything to the contrary herein or in the accompanying product supplement no. 1a-I, if a market disruption
event occurs or is continuing on any Accrual Determination Date, the Accrual Provision will be deemed to have not been
satisfied on such Accrual Determination Date (including any originally scheduled Accrual Determination Date relating to an
Exclusion Period). Because, after the Initial Interest Periods, your notes will not accrue interest unless the Accrual Provision is
satisfied, if a market disruption event continues for an extended period of time after the Initial Interest Periods, the amount of
interest that accrues on the notes may be severely limited.
·
CREDI T RI SK OF J PM ORGAN CH ASE & CO. -- The notes are subject to the credit risk of JPMorgan Chase & Co., and
our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on
JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or
credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we
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.
·
POT EN T I AL CON FLI CT S -- We and our affiliates play a variety of roles in connection with the issuance of the notes,
including acting as calculation agent and as an agent of the offering of the notes, hedging our
JPMorgan Structured Investments --
PS-3
Ca lla ble Fix e d t o Floa t ing Ra t e N ot e s Link e d t o t he 3 0 -Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e , t he 2 -
Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e a nd t he S& P 5 0 0 ® I nde x due De c e m be r 2 4 , 2 0 2 9


obligations under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of
the notes when the terms of the notes are set, which we refer to as JPMS's estimated value. In performing these duties, our
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 notes. In addition, our business activities, including hedging and trading activities as well
as modeling and structuring the economic terms of the notes, could cause our economic interests to be adverse to yours and
could adversely affect any payment on the notes and the value of 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 no. 1a-I for additional information about these risks.
We are also currently one of the companies that make up the S&P 500® Index. We will not have any obligation to consider
your interests as a holder of the notes in taking any corporate action that might affect the value of the S&P 500® Index and
the notes.
·
T H E I N T EREST RAT E ON T H E N OT ES I S BASED, I N PART , ON T H E SPREAD, AN D T H EREFORE ON T H E
PERFORM AN CE AN D RELAT I V E PERFORM AN CE OF LON GER AN D SH ORT ER T ERM I N T EREST RAT ES,
WH I CH M AY RESU LT I N T H E APPLI CAT I ON OF T H E M I N I M U M I N T EREST RAT E -- The Spread is calculated as
(a) the 30-Year CMS Rate minus (b) the 2-Year CMS Rate. The CMS Rates may be influenced by a number of factors,
including (but not limited to) monetary policies, fiscal policies, inflation, general economic conditions and public expectations
with respect to such factors. The effect that any single factor may have on the CMS Rates or may be partially offset by other
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factors. We cannot predict the factors that may cause the CMS Rates, and consequently the Spread, to increase or decrease.
Either a zero or negative Spread (indicating that the 30-Year CMS Rate is equal to or less than the 2-Year CMS Rate) on a
Determination Date will cause the Interest Rate for the corresponding Interest Period to be equal to the Minimum Interest
Rate. The amount of interest you accrue on the notes in any Interest Period (other than an Initial Interest Period) may
therefore decrease even if either or both of the CMS Rates increase. Under these circumstances, particularly if short term
interest rates rise significantly relative to long term interest rates, the Interest Rate during any Interest Period (other than an
Initial Interest Period) may be equal to 0.00%, and you will not be compensated for any loss in value due to inflation and other
factors relating to the value of money over time during such period.
·
LON GER DAT ED N OT ES M AY BE M ORE RI SK Y T H AN SH ORT ER DAT ED N OT ES -- By purchasing a note with a
longer tenor, you are more exposed to fluctuations in interest rates than if you purchased a note with a shorter tenor.
Specifically, you may be negatively affected if certain interest rate scenarios occur or if the Index Level of the S&P 500® Index
is less than the Minimum Index Level on any day during an Interest Period (other than the Initial Interest Periods) or if the
Spread is less than or equal to zero on any Determination Date. The applicable discount rate, which is the prevailing rate in
the market for notes of the same tenor, will likely be higher for notes with longer tenors than if you had purchased a note with
a shorter tenor. Therefore, assuming that short term rates rise, as described above, the market value of a longer dated note
will be lower than the market value of a comparable short term note with similar terms.
·
WE M AY CALL Y OU R N OT ES PRI OR T O T H EI R SCH EDU LED M AT U RI T Y DAT E -- We may choose to call the
notes early or choose not to call the notes early on any Call Date in our sole discretion. If the notes are called early, you will
receive the principal amount of your notes plus any accrued and unpaid interest to, but not including, the Call Date. The
aggregate amount that you will receive through and including the Call Date will be less than the aggregate amount that you
would have received had the notes not been called early. If we call the notes early, your overall return may be less than the
yield which the notes would have earned if you held your notes to maturity and you may not be able to reinvest your funds at
the same rate as the original notes. We may choose to call the notes early, for example, if U.S. interest rates decrease
significantly or if volatility of U.S. interest rates decreases significantly.
·
Y OU ARE EX POSED T O PERFORM AN CE RI SK OF EACH OF T H E CM S RAT ES AN D T H E S& P 5 0 0 ® I N DEX
-- Your Interest Rate applicable to each Interest Period after the Initial Interest Periods is not linked to the aggregate
performance of the CMS Rates and the S&P 500® Index. For instance, whether or not any calendar day is a Variable Day
within an Interest Period (other than an Initial Interest Period) will be contingent upon the performance of the S&P 500® Index
on each calendar day (as determined on the applicable Accrual Determination Date). Further, the Interest Factor that is to be
used to determine the Interest Rate will be determined by the CMS Rates on the applicable Determination Date. Therefore,
unlike an investment in an instrument with a return linked to a basket of underlying assets, in which risk is mitigated through
diversification among all of the components of the basket, an investment in the notes will expose you to the risks related to
each of the CMS Rates and the S&P 500® Index. Poor performance of the 30-Year CMS Rate, as compared to the 2-Year
CMS Rate (meaning that the Spread would be lower), or the S&P 500® Index (meaning that it decreases to be less than the
Minimum Index Level) during the term of the notes may negatively affect your return on the notes and will not be offset or
mitigated by a positive performance of the other. Accordingly, your investment is subject to the performance risk of each of the
CMS Rates and the S&P 500® Index.
·
T H E I N T EREST RAT E ON T H E N OT ES M AY BE BELOW T H E RAT E OT H ERWI SE PAY ABLE ON SI M I LAR
V ARI ABLE RAT E N OT ES I SSU ED BY U S -- The value of the notes will depend on the Interest Rate on the notes,
which after the Initial Interest Periods will be affected by the Spread and the level of the S&P 500® Index. If the Spread is
less than or equal to zero on any Determination Date or the level of the S&P 500® Index is less than the Minimum Index
Level on any Accrual Determination Date, the Interest Rate on the notes may be less than returns on similar variable rate
notes issued by us that are not linked to the
JPMorgan Structured Investments --
PS-4
Ca lla ble Fix e d t o Floa t ing Ra t e N ot e s Link e d t o t he 3 0 -Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e , t he 2 -
Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e a nd t he S& P 5 0 0 ® I nde x due De c e m be r 2 4 , 2 0 2 9


CMS Rates and the S&P 500® Index, or that are only linked to one of the CMS Rates or the S&P 500® Index. We have no
control over any fluctuations in the CMS Rates or the S&P 500® Index.
·
N O DI V I DEN D PAY M EN T S OR V OT I N G RI GH T S -- As a holder of the notes you will not have voting rights, or rights to
receive cash dividends or other distributions, or other rights that holders of securities composing the S&P 500® Index would
have.
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·
REI N V EST M EN T RI SK -- If we redeem the notes, the term of the notes may be reduced and you will not receive interest
payments after the applicable Call Date. There is no guarantee that you would be able to reinvest the proceeds from an
investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk in the event the
notes are redeemed prior to the Maturity Date.
·
T H E M ET H OD OF DET ERM I N I N G WH ET H ER T H E ACCRU AL PROV I SI ON H AS BEEN SAT I SFI ED AFT ER
T H E I N I T I AL I N T EREST PERI ODS M AY N OT DI RECT LY CORRELAT E T O T H E ACT U AL LEV EL OF T H E
S& P 5 0 0 ® I N DEX -- After the Initial Interest Periods, the determination of the Interest Rate per annum payable for any
Interest Period will be based on the actual number of days in that Interest Period on which the Accrual Provision is satisfied,
as determined on each Accrual Determination Date. However, we will use the same Index Level of the S&P 500® Index to
determine whether the Accrual Provision is satisfied for the period commencing on the sixth Business Day prior to but
excluding each applicable Interest Payment Date, which period we refer to as the Exclusion Period. The Index Level used will
be the Index Level of the S&P 500® Index on the first Trading Day immediately preceding the Exclusion Period, regardless of
what the actual closing level of the S&P 500® Index is for the calendar days in that period or whether the Accrual Provision
could have otherwise been satisfied if actually tested in the Exclusion Period. As a result, the determination as to whether the
Accrual Provision has been satisfied for any Interest Period (other than an Initial Interest Period) may not directly correlate to
the actual Index Levels of the S&P 500® Index, which will in turn affect the Interest Rate calculation.
·
Y OU R RET U RN ON T H E N OT ES I S LI M I T ED T O T H E PRI N CI PAL AM OU N T PLU S ACCRU ED I N T EREST
REGARDLESS OF AN Y APPRECI AT I ON I N T H E V ALU E OF T H E S& P 5 0 0 ® I N DEX -- For each $1,000 principal
amount note, you will receive $1,000 at maturity plus any accrued and unpaid interest, regardless of any appreciation in the
value of the S&P 500® Index, which may be significant. Accordingly, the return on the notes may be significantly less than the
return on a direct investment in the Index during the term of the notes.
·
V ARI ABLE RAT E N OT ES DI FFER FROM FI X ED RAT E N OT ES -- After the Initial Interest Periods of the notes, the
variable Interest Rate for all Interest Periods will be determined in part based on the Spread and the Accrual Provision set
forth on the cover of this pricing supplement, which is contingent upon the Index Level of the S&P 500® Index and may be
less than returns otherwise payable on debt securities issued by us with similar maturities. You should consider, among other
things, the overall potential annual percentage rate of interest to maturity of the notes as compared to other investment
alternatives.
·
J PM S'S EST I M AT ED V ALU E OF T H E N OT ES I S LOWER T H AN T H E ORI GI N AL I SSU E PRI CE (PRI CE T O
PU BLI C) OF T H E N OT ES -- JPMS's estimated value is only an estimate using several factors. The original issue price of
the notes exceeds JPMS's estimated value 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 "JPMS's Estimated Value of the Notes" in this pricing supplement.
·
J PM S'S EST I M AT ED V ALU E DOES N OT REPRESEN T FU T U RE V ALU ES OF T H E N OT ES AN D M AY DI FFER
FROM OT H ERS' EST I M AT ES -- JPMS's estimated value of the notes is determined by reference to JPMS's internal
pricing models when the terms of the notes are set. This estimated value is based on market conditions and other relevant
factors existing at that time and JPMS's assumptions about market parameters, which can include volatility, dividend rates,
interest rates and other factors. Different pricing models and assumptions could provide valuations for notes that are greater
than or less than JPMS's estimated value. 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 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.
See "JPMS's Estimated Value of the Notes" in this pricing supplement.
·
J PM S'S EST I M AT ED V ALU E I S N OT DET ERM I N ED BY REFEREN CE T O CREDI T SPREADS FOR OU R
CON V EN T I ON AL FI X ED -RAT E DEBT -- The internal funding rate used in the determination of JPMS's estimated value
generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among
other things, our 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 our conventional fixed-rate debt. If JPMS were to use the
interest rate implied by our conventional fixed-rate credit spreads, we would expect the economic terms of the notes to be
more favorable to you. Consequently, our use of an internal funding rate would have an adverse effect on the terms of the
notes and any secondary market prices of the notes. See "JPMS's Estimated Value of the Notes" in this pricing supplement.
·
T H E V ALU E OF T H E N OT ES AS PU BLI SH ED BY J PM S (AN D WH I CH M AY BE REFLECT ED ON CU ST OM ER
ACCOU N T ST AT EM EN T S) M AY BE H I GH ER T H AN J PM S'S T H EN -CU RREN T EST I M AT ED V ALU E OF T H E
N OT ES FOR A LI M I T ED T I M E PERI OD -- We generally expect that some of the costs included in the original issue price
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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 projected hedging profits, if any, and, in some
circumstances, estimated hedging
JPMorgan Structured Investments --
PS-5
Ca lla ble Fix e d t o Floa t ing Ra t e N ot e s Link e d t o t he 3 0 -Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e , t he 2 -
Y e a r U .S. Dolla r Const a nt M a t urit y Sw a p Ra t e a nd t he S& P 5 0 0 ® I nde x due De c e m be r 2 4 , 2 0 2 9


costs and our secondary market credit spreads for structured debt issuances. 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).
·
SECON DARY M ARK ET PRI CES OF T H E N OT ES WI LL LI K ELY BE LOWER T H AN T H E ORI GI N AL I SSU E
PRI CE OF T H E N OT ES -- 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 secondary market credit spreads for
structured debt issuances and, also, because secondary market prices (a) exclude selling commissions and (b) may exclude
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 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.
See the immediately following risk consideration for information about additional factors that will impact any secondary market
prices of the 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. See "-- Lack of Liquidity" below.
·
SECON DARY M ARK ET PRI CES OF T H E N OT ES WI LL BE I M PACT ED BY M AN Y ECON OM I C AN D M ARK ET
FACT ORS -- 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, and estimated hedging costs, including, but not limited to:
·
the performance of the CMS Rates;
·
the performance of the S&P 500® Index;
·
any actual or potential change in our creditworthiness or credit spreads;
·
customary bid-ask spreads for similarly sized trades;
·
secondary market credit spreads for structured debt issuances;
·
the time to maturity of the notes;
·
dividend rates on the equity securities underlying the S&P 500® Index
·
the expected positive or negative correlation between the CMS Rates and the S&P 500® Index or the expected absence
of such correlation;
·
interest and yield rates in the market generally, as well as the volatility of those rates;
·
the likelihood, or expectation, that the notes will be redeemed by us, based on prevailing market interest rates or
otherwise; and
·
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 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.
·
SECON DARY M ARK ET PRI CES OF T H E N OT ES ARE SEN SI T I V E T O BOT H I N T EREST RAT ES AN D T H E
PERFORM AN CE OF T H E S& P 5 0 0 ® I N DEX -- If interest rates rise generally, the secondary market prices of the notes
will be adversely impacted because of the relatively long term of the notes and the increased probability that the Interest Rate
for the notes will be less than such rates. Additionally, if the Index Level declines, even if the Index Level has not declined
below the Minimum Index Level, the secondary market prices of the notes will also be adversely impacted because of the
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Document Outline