JPMorgan Chase & Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 05:34
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminarypricing supplement is not an
offer to sell nor does it seek anoffer to buythese securitiesinany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedNovember 1, 2024
November , 2024
Registration Statement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricing supplement to productsupplementno. 4-Idated April 13, 2023, underlyingsupplement no.1-I dated April13,2023, theprospectusand
prospectus supplement, eachdated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Uncapped Dual Directional Buffered Return Enhanced
Notes Linked to the Lesser Performing of the Russell
2000® Index and the S&P 500® Index due
November 27,2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek an uncapped return of at least 1.25 times any appreciation, or a capped,
unleveraged return equal to the absolutevalueof any depreciation (up to the Buffer Amount of 10.00%), of the lesser
performing of the Russell2000® Index and the S&P 500® Index, which we refer to as the Indices,at maturity.
●Investors should be willing to forgo interest anddividend payments and be willing toloseup to 90.00% of their principal
amount at maturity.
●The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed 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.
●Payments onthenotes are not linkedto abasketcomposed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as describedbelow.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on or about November 22, 2024 and are expected to settle on or about November 27, 2024.
●CUSIP: 48135VHM3
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanyingprospectus 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 passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricingsupplementfor information about thecomponentsof theprice to publicof thenotes.
(2) J.P. Morgan SecuritiesLLC,which wereferto asJPMS,acting asagentforJPMorgan Financial, will payallof thesellingcommissionsit
receivesfrom us tootheraffiliated orunaffiliateddealers. In noevent willthese sellingcommissionsexceed$10.50 per$1,000principal
amount note.See"Plan ofDistribution (Conflicts of Interest)"in theaccompanyingproduct supplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$973.00 per $1,000principal amount
note. Theestimatedvalue ofthe notes, whenthe terms of thenotesareset, willbe providedin the pricing supplement and
will not be less than $900.00per $1,000 principal amount note. See "The EstimatedValueof the Notes"inthis pricing
supplement for additional information.
Thenotesare not bankdeposits, arenot insuredbytheFederal Deposit Insurance Corporation oranyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Russell 2000®Index (Bloomberg ticker: RTY)
and the S&P 500®Index (Bloomberg ticker: SPX) (each an
"Index" and collectively, the "Indices")
Upside Leverage Factor:At least 1.25 (to be provided in the
pricingsupplement)
Buffer Amount:10.00%
Pricing Date:On or about November 22, 2024
Original Issue Date (Settlement Date):On or about
November 27, 2024
Observation Date*:November 23, 2026
Maturity Date*:November 27, 2026
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date -Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying
product supplement
Payment at Maturity:
If theFinal Valueof each Index is greater than itsInitial
Value, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return × Upside
LeverageFactor)
If (i) the Final Value of one Index is greater than its Initial
Valueandthe Final Value of the other Index is equal to its
Initial Value or is less than its Initial Value by up to the Buffer
Amount or (ii) the Final Value of each Index is equalto its
Initial Value or is less than its Initial Value by up to the Buffer
Amount, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Absolute Index Return of the Lesser
Performing Index)
Thispayout formula results inan effective cap of 10.00% on
your returnat maturity if the Lesser Performing IndexReturn
is negative. Under theselimited circumstances, your
maximum payment at maturity is $1,100.00 per $1,000
principal amount note.
If theFinal Valueof either Index is lessthan its Initial Value
by more than the Buffer Amount, your payment at maturity
per $1,000 principalamount note will be calculated as follows:
$1,000 + [$1,000 × (Lesser PerformingIndexReturn + Buffer
Amount)]
If theFinal Value of either Indexis lessthan its Initial Value
by more than the Buffer Amount, you will lose some or most
of your principal amount at maturity.
Absolute Index Return: With respect to each Index, the
absolute value of its Index Return. For example, if the Index
Return of anIndex is-5%, itsAbsolute Index Return will equal
5%.
Lesser PerformingIndex: The Index with the Lesser
Performing Index Return
Lesser PerformingIndex Return:Thelower of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Index, theclosing level of
that Index onthe Pricing Date
Final Value: With respect to each Index, the closing level of
that Index onthe Observation Date
PS-2| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement and thecorresponding terms of thenotes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate thehypothetical total return and payment at maturity on the noteslinkedto two hypothetical
Indices. The "total return" as usedin thispricing supplement is the number, expressed as a percentage, that results fromcomparing the
payment at maturity per $1,000 principalamount note to $1,000. The hypothetical total returnsand payments set forth below assume
the following:
●an Initial Value for the Lesser Performing Index of 100.00;
●an UpsideLeverage Factor of 1.25; and
●a Buffer Amount of 10.00%.
The hypothetical Initial Value of the Lesser Performing Indexof 100.00 has been chosen for illustrative purposesonly and maynot
represent a likely actual Initial Valueof either Index. Theactual Initial Value of each Index will be the closing levelof that Indexon the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of eachIndex, please
see the historicalinformationset forth under "The Indices" in thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the following table and
graphhave been rounded for ease of analysis.
Final Value of
the Lesser
Performing
Index
Lesser
Performing
Index Return
Absolute Index Return
of theLesser
Performing Index
Total Returnon the
Notes
Payment at Maturity
180.00
80.00%
N/A
100.00%
$2,000.00
165.00
65.00%
N/A
81.25%
$1,812.50
150.00
50.00%
N/A
62.50%
$1,625.00
140.00
40.00%
N/A
50.00%
$1,500.00
130.00
30.00%
N/A
37.50%
$1,375.00
120.00
20.00%
N/A
25.00%
$1,250.00
110.00
10.00%
N/A
12.50%
$1,125.00
105.00
5.00%
N/A
6.25%
$1,062.50
101.00
1.00%
N/A
1.25%
$1,012.50
100.00
0.00%
0.00%
0.00%
$1,000.00
95.00
-5.00%
5.00%
5.00%
$1,050.00
90.00
-10.00%
10.00%
10.00%
$1,100.00
85.00
-15.00%
N/A
-5.00%
$950.00
80.00
-20.00%
N/A
-10.00%
$900.00
70.00
-30.00%
N/A
-20.00%
$800.00
60.00
-40.00%
N/A
-30.00%
$700.00
50.00
-50.00%
N/A
-40.00%
$600.00
40.00
-60.00%
N/A
-50.00%
$500.00
30.00
-70.00%
N/A
-60.00%
$400.00
20.00
-80.00%
N/A
-70.00%
$300.00
10.00
-90.00%
N/A
-80.00%
$200.00
0.00
-100.00%
N/A
-90.00%
$100.00
PS-3| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
The following graph demonstratesthehypothetical payments at maturity on the notes for a range of Lesser Performing Index Returns (-
100% to 100%). There can beno assurance that the performance of the Lesser Performing Index will result in the return of any of your
principal amount in excessof $100.00 per $1,000.00 principal amount note, subject to thecredit risks of JPMorgan Financial and
JPMorgan Chase & Co.
How the Notes Work
Index Appreciation Upside Scenario:
If theFinal Valueof each Index is greater than itsInitial Value, investors will receive at maturitythe $1,000 principal amount plusa
return equal totheLesser Performing Index Returntimes the Upside Leverage Factor of at least 1.25.
●Assuming ahypothetical Upside Leverage Factor of 1.25, if the closing levelof the Lesser Performing Index increases 5.00%,
investors will receive at maturity a return of 6.25%, or $1,062.50 per $1,000 principal amount note.
Index Par or Index Depreciation Upside Scenario:
If (i) the Final Value of one Index is greater thanits Initial Value and the Final Value of the other Index is equal to its InitialValueor is
less than its Initial Value byup to the Buffer Amount of 10.00% or (ii) the Final Value of each Index is equal to its Initial Value or is less
than its Initial Value by upto the Buffer Amount of 10.00%, investors will receive at maturity the $1,000 principalamount plus a return
equal to the AbsoluteIndex Return of the Lesser Performing Index.
●For example, if the closing level of the Lesser Performing Indexdeclines 10.00%, investors will receive at maturity a return of
10.00%, or $1,100.00per $1,000 principal amount note.
Downside Scenario:
If theFinal Valueof either Index is lessthan its Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the
principal amount of their notes for every 1% that the Final Value of the Lesser Performing Index is less than its Initial Value bymore
than the Buffer Amount.
●For example, if the closing level of the Lesser Performing Indexdeclines60.00%, investors will lose 50.00%of their principal
amount and receive only$500.00 per $1,000principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
PS-4| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
Selected Risk Considerations
An investment in the notesinvolvessignificant 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 donot guarantee any return of principal. If the Final Value of either Index is lessthan its Initial Value by morethan
10.00%, you will lose 1% of the principal amount of your notes for every1% that the Final Valueof the Lesser Performing Index is
less than its Initial Valuebymore than 10.00%. Accordingly, under these circumstances, you willlose up to90.00% of your
principal amount at maturity.
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE LESSER PERFORMING INDEX
RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the Absolute Index Return of the Lesser Performing Index if its Final Value is less
than its Initial Value by more than the Buffer Amount, the Buffer Amount is effectively a cap on your returnat maturityif the Lesser
Performing Index Return is negative. Themaximum payment at maturityif the Lesser Performing Index Return is negative is
$1,100.00per $1,000 principal amount note.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual orpotential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour 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 thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assetsrelate toobligations of JPMorgan Chase & Co. tomake payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas 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 toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance byeither of the Indices over the term of the notesmaynegativelyaffect your payment at
maturityand will not be offset or mitigated bypositive performance by the other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●LACK OF LIQUIDITY-
The notes will not belisted onanysecurities exchange. Accordingly, theprice at which youmaybe 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-termtrading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Upside Leverage Factor.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible 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 "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
PS-5| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
●THE ESTIMATED VALUE OF THE NOTES WILL BE 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 will exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costsinclude theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Valueof 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 determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for theconventional fixed income
instrumentsof 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 potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in thispricing 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 generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in thispricingsupplementfor additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things,secondarymarket prices take intoaccount our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
coststhat are included intheoriginal issue price of the notes. As a result, the price, if any, at which JPMS will be willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedging profits, if any, estimatedhedging
costs and the levels of the Indices. Additionally, independentpricingvendors and/or third party broker-dealersmay publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) thanthe
price of the notes, if any, at which JPMS may be willing to purchase your notesin the secondarymarket. See "RiskFactors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes-Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Indices
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
thelevel of the S&P 500®Index.
●AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to paydividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse marketconditions.
The Indices
The Russell 2000® Indexconsistsof the middle 2,000companies included in the Russell3000ETMIndex and, as a result of theindex
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket. For additional information about the
Russell2000®Index, see "Equity Index Descriptions -TheRussell Indices" in the accompanying underlying supplement.
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions- The S&P U.S. Indices" in the accompanying
underlyingsupplement.
PS-6| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels fromJanuary 4,
2019 through October 25, 2024. The closing level of the Russell 2000®Index on October 31, 2024 was 2,196.652. The closing level of
the S&P 500® Index on October 31, 2024 was 5,705.45. We obtained the closing levels aboveandbelow from the Bloomberg
Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of each Indexshould not be taken asan indicationof future performance, and noassurance can be given
as to theclosing level of either Index on the Pricing Date or the Observation Date. There can be no assurance that the performance of
the Indices will result in the return of any of your principal amount in excess of $100.00 per $1,000.00principalamount note, subject to
the credit risks of JPMorgan FinancialandJPMorgan Chase & Co.
Historical Performance of the Russell 2000® Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
PS-7| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" inthe 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 incometax consequences of owning and disposing of notes.
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefullydescribed in "Material U.S. FederalIncome Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assumingthis treatment is respected, the gainor losson your notes should be treated aslong-term
capitalgain or loss if you hold your notes for more than a year, whether or not you are an initialpurchaser of notes at the issue price.
However, the IRS or acourt may not respect thistreatment, in whichcase the timing and character of any income or loss on the notes
could be materially and adverselyaffected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal incometax treatment of "prepaid forward contracts" and similar instruments. The noticefocuses in particular on whether to
require investors in theseinstruments to accrue income over the term of their investment. It also asks for comments on anumber of
related topics, including thecharacter of income or loss with respect to theseinstruments; the relevance of factorssuch asthe natureof
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandatedaccruals)
realizedbynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should be subject tothe
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certainlong-termcapital gain as ordinary income
and impose a notional interest charge. While the noticerequestscomments onappropriate transition rulesand effective dates, any
Treasury regulationsor other guidance promulgated after consideration of these issues could materiallyand adversely affect the tax
consequences ofan investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresented by
thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid 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 fromthescope of Section 871(m) instruments issuedprior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydependon your particular circumstances, including whether you enter
intoother transactions with respect to an Underlying Security. Ifnecessary, further information regarding the potentialapplication of
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe 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 estimatedvalueof the notesmaydiffer from the market-impliedfunding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liabilitymanagement costs of thenotesin comparison to those costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsandassumptions, which mayprove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand 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 thispricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
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 setbased on market conditions and other relevant factors and assumptionsexisting at that time.
PS-8| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsandassumptionscould 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 futuremay change, and any assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price,if any, at
which JPMS would be willingto buy notesfromyou in secondary market transactions.
The estimated value of the notes will be lower than the original issue priceof the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costsinclude the selling commissionspaid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming risks
inherent in hedging our obligations under the notesandtheestimated cost of hedging our obligations under thenotes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor 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 SecondaryMarket Prices of the Notes-The
Estimated Value of the NotesWill Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricingsupplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket 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 beimpacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of thecosts
included in the original issue price of the notes willbe partiallypaid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs andour internal secondarymarket funding rates
for structured debt issuances. Thisinitial predetermined time period is intended to be the shorter of sixmonthsandone-half of the
stated term of thenotes. Thelengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand 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 pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered 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-returnprofile
of thenotes and "The Indices" in this pricing supplement for a description of themarket 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 paidtoJPMS 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 thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or rejectanyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplementedbytheaccompanying
prospectussupplement 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 accompanyingunderlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedesall
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of the accompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-9| Structured Investments
Uncapped Dual Directional BufferedReturnEnhanced NotesLinkedto theLesserPerforming
of theRussell2000®Index and the S&P 500®Index
You may accessthesedocuments onthe SEC websiteat www.sec.gov asfollows (or if such addresshas changed, by
reviewing our filings for the relevant date on theSEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, orCIK, on theSEC website is1665650,and JPMorgan Chase & Co.'sCIK is 19617. Asused in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.