JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 13:38
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion datedOctober 31,2024
November ,2024RegistrationStatement Nos.333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-I dated April 13, 2023, underlyingsupplement no. 1-I dated April 13,2023,
the prospectus andprospectus supplement, each dated April13, 2023,and the prospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Accelerated BarrierNotes Linked to the Lesser
Performingof the Nasdaq-100® Technology Sector IndexSM
and the Russell 2000®Indexdue December 1, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase& Co.
•The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on anyReview Date (other
than the final Review Date), the closing level of each of the Nasdaq-100® Technology Sector IndexSMand the Russell
2000®Index, which we refer to as theIndices, is at or above its CallValue.
•Theearliest dateon which an automatic call may be initiated is December 2, 2025.
•The notes arealso designed for investors who seekan uncappedreturn of 2.25timesanyappreciation of thelesser
performing of the Indices at maturity, if the noteshave not been automatically called.
•Investors should be willing to forgo interest and dividend payments and bewilling toaccept the risk of losing some or all
of their principal amount at maturity.
•The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as 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., asguarantor of the notes.
•Payments onthenotes are not linkedto abasket composed of the Indices.Payments on the notesare linkedto the
performance of each of the Indices individually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes areexpected to price on or about November 26, 2024 and are expected to settle on or about December 2,
2024.
•CUSIP: 48135VBU1
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 accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-4 of thispricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor anystate securities commission has approved or disapproved
of thenotes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement,prospectus supplement,prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds"in thispricing supplementfor information about the componentsof theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us toother affiliated or unaffiliated dealers. In no event will these sellingcommissions exceed$24.00 per
$1,000 principal amountnote. See "PlanofDistribution (ConflictsofInterest)" in theaccompanying productsupplement.
If the notes priced today, the estimated value of the noteswould be approximately $946.10per $1,000 principal amount
note. The estimated valueof the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $900.00 per $1,000 principal amount note. See"The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Nasdaq-100® Technology Sector IndexSM
(Bloombergticker: NDXT) and the Russell2000® Index
(Bloombergticker: RTY)
Call Premium Amount:TheCall Premium Amount withrespect
to each Review Date is set forth below:
•first Review Date:at least12.00% × $1,000
•second Review Date: at least24.00%× $1,000
(in eachcase, to be provided in thepricing supplement)
Call Value:With respect to each Index, 100.00% of its Initial
Value
Upside Leverage Factor: 2.25
Barrier Amount: With respect toeach Index, 70.00% of its Initial
Value
Pricing Date:On or aboutNovember 26, 2024
Original Issue Date (Settlement Date): On or about December
2, 2024
Review Dates*:December 2, 2025, November 27, 2026 and
November 26, 2027 (final Review Date)
Call Settlement Dates*: December 5, 2025 and December 2,
2026
Maturity Date*:December 1,2027
* Subjectto postponement in theevent of amarket disruption eventand
as described under "General TermsofNotes- Postponementofa
Determination Date -Notes Linked to Multiple Underlyings" and"General
Terms of Notes-Postponementof a PaymentDate" in the
accompanyingproduct supplement
Automatic Call:
If theclosing level ofeach Indexon any Review Date (other than
the final Review Date)isgreater than or equal to its Call Value, the
notes will beautomatically called for a cash payment, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the Call
Premium Amount applicable to that Review Date, payable onthe
applicable Call Settlement Date. No further payments willbe made
on the notes.
If thenotes are automaticallycalled, you will not benefit from the
Upside Leverage Factor that applies to the paymentat maturity if
the Final Value of each Index is greater than itsInitial Value.
Because the Upside Leverage Factor does not apply to the
payment upon an automaticcall, the payment upon an automatic
call may be significantlyless than the payment at maturityfor the
same level of appreciation in the Lesser Performing Index.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Index is greater than its Initial Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Lesser PerformingIndexReturn× Upside
LeverageFactor)
If thenotes have not been automatically called and the Final Value
of either Index is equal to or less than itsInitial Value but theFinal
Valueof each Index is greaterthan or equal to its Barrier Amount,
you will receive the principal amount of your notesat maturity.
If thenotes have not been automatically called and the Final Value
of either Index is less than its Barrier Amount, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Lesser Performing IndexReturn)
If thenotes have not been automatically called and the Final Value
of either Index is less than its Barrier Amount, you will lose more
than 30.00% of your principal amount at maturity and could loseall
of your principal amount at maturity.
Lesser Performing Index:The Indexwith the Lesser Performing
IndexReturn
Lesser Performing Index Return: Thelower of the Index Returns
of theIndices
Index Return: With respect toeach Index,
(Final Value -Initial Value)
Initial Value
Initial Value: With respect to eachIndex, the closing level of that
Indexon the Pricing Date
Final Value: With respect toeach Index, the closing level of that
Indexon the final ReviewDate
PS-2| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Supplemental Terms of the Notes
Any values of the Indices, and anyvalues derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement and the correspondingterms of the notes. 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.
How the Notes Work
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
The notes will be automaticallycalledonthe Call Settlement Date and you will receive
(a) $1,000 plus (b)the Call PremiumAmount applicable to that ReviewDate.
No further payments will be made on thenotes.
Compare theclosing level of each Indexto its Call Valueon eachReviewDate until the final ReviewDate or anyearlierautomatic
call.
ReviewDates Preceding the Final ReviewDate
AutomaticCall
The closing level of each
Indexis greater thanor
equal toits Call Value.
The closing level of
either Indexis lessthan
its Call Value.
Call
Value
The notes will not be automaticallycalled.Proceedto the next ReviewDate.
No AutomaticCall
ReviewDates Preceding
the FinalReviewDate
Youwill receive:
$1,000+ ($1,000 × Lesser Performing
IndexReturn ×Upside Leverage
Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Final ReviewDatePayment at Maturity
The Final Value of eachIndexisgreater thanits
Initial Value.
Youwill receive:
$1,000 + ($1,000 × Lesser Performing
IndexReturn)
Under thesecircumstances, youwill
lose some or all of yourprincipal
amount at maturity.
The Final Valueof either Indexis equal toor less
thanits Initial Value but theFinal Value of each Index
is greater thanor equal toits BarrierAmount.
The Final Value of either Indexis less thanits
Barrier Amount.
Youwill receive the principal amount of
yournotes.
PS-3| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Call Premium Amount
The tablebelow illustrates the hypothetical Call Premium Amount per $1,000 principal amount notefor each Review Date (other than
the final Review Date) based on theminimum Call Premium Amountsset forthunder "KeyTerms -Call Premium Amount" above.
The actual Call Premium Amounts will be provided in thepricing supplement and will not be less than the minimum CallPremium
Amountsset forth under "KeyTerms-Call Premium Amount."
Review Date
Call Premium Amount
First
$120.00
Second
$240.00
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following tableillustrates the hypothetical total return and payment at maturity on the noteslinked to two hypothetical Indices. The
"total return" as used in thispricing supplementis the number, expressedasa percentage, that results fromcomparing the payment at
maturityper $1,000 principal amount note to $1,000. The hypothetical total returnsand paymentsset forth below assume the following:
•the notes have not been automaticallycalled;
•an Initial Value for the Lesser Performing Index of 100.00;
•an UpsideLeverage Factor of 2.25; and
•a Barrier Amount for the Lesser PerformingIndex of 70.00 (equalto 70.00% of itshypothetical Initial Value).
The hypothetical Initial Value of the Lesser Performing Indexof100.00 has been chosen for illustrative purposesonly and maynot
represent a likely actual Initial Valueof either Index. The actual Initial Valueof each Indexwill be the closing level of that Index onthe
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actualclosing levels of each Index, 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 maynot be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearingin the following table have
been rounded for ease of analysis.
Final Value of the Lesser
PerformingIndex
Lesser Performing Index
Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
146.25%
$2,462.50
150.00
50.00%
112.50%
$2,125.00
140.00
40.00%
90.00%
$1,900.00
130.00
30.00%
67.50%
$1,675.00
120.00
20.00%
45.00%
$1,450.00
110.00
10.00%
22.50%
$1,225.00
105.00
5.00%
11.25%
$1,112.50
101.00
1.00%
2.25%
$1,022.50
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
69.99
-30.01%
-30.01%
$699.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-4| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Note Payout Scenarios
Upside Scenario If Automatic Call:
If theclosing level of each Index on any Review Date (other than the final Review Date) isgreater than or equal to its Call Value, the
notes will beautomatically called and investors will receive on theapplicable Call Settlement Date the $1,000 principal amount plus the
Call Premium Amount applicable to that Review Date. No further payments will be made on the notes.
•Assuming a hypothetical Call Premium Amount of $120.00for the first Review Date, if the closing level of the lesser performing of
theIndicesincreases 10.00% as ofthat Review Date, the notes will be automaticallycalled andinvestorswill receive areturn equal
to 12.00%, or $1,120.00per $1,000 principal amount note.
•Assuming a hypothetical Call Premium Amount of $240.00for the second Review Date, if the noteshave not been previously
automaticallycalled and the closing level of the lesser performing of theIndices increases65.00%as of that Review Date, the
notes will beautomatically called and investors will receive a return equal to 24.00%, or $1,240.00 per $1,000principal amount
note.
Upside ScenarioIf No Automatic Call:
If thenotes have not been automatically called and the Final Value of each Indexisgreater than itsInitial Value, investors will receive at
maturitythe $1,000 principal amount plusa return equal tothe Lesser PerformingIndexReturntimes the Upside Leverage Factor of
2.25.
•If the notes have not been automaticallycalled and theclosing level of the Lesser PerformingIndexincreases 5.00%, investors will
receiveat maturity a return equal to 11.25%, or $1,112.50 per $1,000 principal amount note.
Par Scenario:
If thenotes have not been automatically called and the Final Value of either Indexisequalto or less than its Initial Valuebut the Final
Valueof each Index is greaterthan orequal to its Barrier Amount of 70.00% of its Initial Value, investors will receive at maturity the
principal amount of their notes.
Downside Scenario:
If thenotes have not been automatically called and the Final Value of eitherIndexisless than its Barrier Amount of 70.00% of its Initial
Value, investors will lose 1% of the principal amount of their notes for every 1% that the FinalValue of the Lesser Performing Index is
less than its Initial Value.
•For example, if the notes have not beenautomatically called andthe closing levelof theLesser Performing Indexdeclines 60.00%,
investorswill lose 60.00%of their principal amount and receiveonly $400.00 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
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would be associated with any sale in the
secondarymarket. If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
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 supplementandproduct supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to theNotesGenerally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If thenotes have not been automatically called andthe Final Value ofeither
Indexis lessthan itsBarrier Amount, you will lose 1%of the principal amount of your notes for every 1% that the Final Valueof the
Lesser Performing Index is less than its Initial Value.Accordingly, under these circumstances, you willlose more than 30.00% of
your principal amount at maturity andcould lose all of your principal amount at maturity.
•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 or potential
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.
PS-5| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
•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 to obligations of JPMorgan Chase & Co. to make payments under loans made 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 obligationsof JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciationof either Index, which may besignificant. In addition, if the notesare automatically called, you will
not benefit from the Upside Leverage Factor that applies to the payment at maturity if the Final Value of each Index is greater than
its Initial Value. Because theUpside Leverage Factor doesnot apply tothepayment upon an automatic call, the payment upon an
automatic call may be significantlyless than the payment at maturityfor the same level of appreciation in the Lesser Performing
Index.
•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
individual Index. Poor performance byeither of theIndices over the term of the notes may result in thenotes not being
automaticallycalled on a Review Date, may negatively affectyour payment at maturity and will not be offset or mitigated by
positive performance bythe other Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEWDATE -
If thenotes have not been automatically called and the Final Value of either Indexisless than its Barrier Amount, the benefit
providedbythe Barrier Amount will terminate and you will befully exposedto any depreciation of theLesser Performing Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notesare automatically called, the termof the notes may be reduced to asshort asapproximately one year. Thereis no
guaranteethat you would be able to reinvest theproceeds from an investment in the notesat a comparable returnfor a similar
level of risk. Even in cases where the notesarecalled before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
•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.
•THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable 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 valueof the notes and the
Call Premium Amounts.
PS-6| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomicinterests are potentially adverse toyour interests as an investor in the notes. It ispossible 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.
Risks Relating to theEstimated 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 -
Theestimated valueof the notesis only an estimate determined by reference toseveral factors. The original issuepriceof 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. Thesecosts 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 notesandthe estimated cost of hedging
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 notesmaydiffer from themarket-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 value of the notes as well as thehigherissuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional 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 rateand any potential changes tothat ratemay havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated Valueof 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 generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for 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, secondary market prices take into account our internal secondarymarket funding ratesfor structured debt issuances and,
also, because secondarymarket pricesmay exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal 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 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 hedgingprofits, if any, estimated hedging
costs and thelevelsof the Indices. Additionally, independent pricingvendors and/or thirdparty 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 secondarymarket. See "Risk Factors-
PS-7| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Risks Relating to the Estimated Value and SecondaryMarket 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 theIndices
•RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR
INDEXSM-
All or substantially all of the equitysecurities included in the Nasdaq-100® Technology Sector IndexSMare issued bycompanies
whoseprimaryline of business is directlyassociated with the technology sector. As a result, the value of the notes maybe subject
to greater volatility and be more adversely affected by asingle economic, political or regulatory occurrence affecting this sector
than a different investment linked to securities of a more broadlydiversified group of issuers. Thevalue of stocksof technology
companiesand companies that rely heavilyon technology isparticularly vulnerable to rapidchanges in technology product cycles,
rapidproduct obsolescence, government regulation and competition, both domestically and internationally, including competition
from foreign competitors with lower productioncosts. Stocks of technology companies andcompaniesthat rely heavilyon
technology, especially those of smaller, less-seasoned companies, tend to be more volatilethan the overall market. Technology
companiesare heavily dependent on patent and intellectual property rights, the lossor impairment of which mayadversely affect
profitability. Additionally, companies in the technologysector may face dramatic and oftenunpredictable changesin growthrates
and competition for theservices of qualified personnel. These factors could affect the technology sector and could affect the value
of theequity securities included in the Nasdaq-100® Technology Sector IndexSM and the level of the Nasdaq-100® Technology
Sector IndexSM during the term of the notes, which may adversely affect the value of your notes.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100®TECHNOLOGY SECTOR INDEXSM-
Someof the equity securities included in the Nasdaq-100® Technology Sector IndexSMhave been issued by non-U.S. companies.
Investments in securities linked to the value of such non-U.S. equitysecurities involve risks associated with the home countries of
the issuersof those non-U.S. equitysecurities.
•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. Smallcapitalization companies are less likely to pay dividends ontheir stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
PS-8| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
The Indices
The Nasdaq-100®Technology Sector IndexSMis an equal-weighted, price-return indexdesigned to measure the performanceof the
technologycompanies in the Nasdaq-100 Index®.For additional information about the Nasdaq-100®Technology Sector IndexSM, see
Annex A inthis pricingsupplement.
The Russell 2000®Indexconsistsof the middle 2,000 companies included in the Russell 3000E™ Indexand, asa result of the index
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell2000® Index is
designed to track the performanceof the small capitalization segment of the U.S.equitymarket.For additional information about the
Russell2000® Index, see "Equity Index Descriptions -The Russell Indices"in the accompanying underlying supplement.
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 theNasdaq-100®Technology Sector IndexSMonOctober 29, 2024was 10,745.33.
The closing levelof the Russell 2000® Index on October 29,2024was2,238.089. We obtainedtheclosing levels above and below
from the Bloomberg Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of each Indexshouldnot be taken asan indication of future performance, and noassurance can begiven
as to the closing level of either Index on the Pricing Date or anyReview Date.Therecan be no assurance that theperformance of the
Indices will result in the return of any of your principal amount.
PS-9| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
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 withthat 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, asmorefully described 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.Assuming this treatment is respected, the gain or loss on your notes should be treated aslong-
termcapital gain or loss if youhold your notes for more than a year, whether or not you arean initial purchaser of notes at the issue
price. However, the IRS or acourt may not respect this treatment, in which casethetiming andcharacter of any income or lossonthe
notes could be materiallyandadversely affected. Inaddition, in 2007Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment of "prepaidforwardcontracts" and similar instruments.Thenotice 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 natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including anymandated
accruals) realizedbynon-U.S. investors should besubject to withholding tax; and whether these instruments are or should be subject
to the"constructive ownership" regime, which very generallycan operate to recharacterizecertain long-termcapital gainas ordinary
income and impose a notional interest charge. While the notice requestscomments on appropriate transition rulesand effectivedates,
any Treasury regulations or other guidancepromulgated after consideration of theseissues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. Youshould consult your taxadviser regardingthe
U.S. federal incometax consequences of 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 toU.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 fromthescopeof Section 871(m) instruments issued prior toJanuary
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 taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, 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
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regardingthepotential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your taxadviser 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 is equal to thesum of the values 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 underlyingtheeconomic 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 secondarymarket (if anyexists) 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 instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe 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 ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which mayprove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay 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 Pricesof the Notes -The Estimated Value of the NotesIs Derived by Reference to anInternalFunding Rate" in this
pricingsupplement.
The value of the derivative or derivativesunderlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
PS-10| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
variousother inputs, some of which are market-observable, and whichcan includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimatedvalue of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould 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 ofthenotescould 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 notes fromyou in secondarymarket 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 originalissue price of the notes. These costs include the sellingcommissions
paidto JPMS and other affiliated or unaffiliated dealers, theprojected profits, if any, that our affiliatesexpect to realize for assuming
risks inherent in hedging our obligations under thenotes and the estimatedcost of hedgingour obligations under the notes. 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 portionof 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 Valueand SecondaryMarket Prices of theNotes-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 Pricesof the Notes - Secondary market prices of the notes will be impacted bymany
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 willbe partially paid back toyouinconnection 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 structureddebt issuances. This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes. The lengthof anysuch initial period reflects thestructure 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 Valueof 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-returnprofile andmarket exposure provided by the
notes. See"How the NotesWork"and "Note Payout Scenarios" in thispricingsupplement for an illustration of the risk-return profile of
the notes and"TheIndices"in this pricing supplement for a description of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions paid toJPMS 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.
PS-11| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the timeat which we accept such offer by notifying the applicable
agent. We reservethe right to change the terms of, or reject anyoffer 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
addendumand the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincludingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. Youshould carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanyingprospectusaddendum, 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.
You may access these documents on the SEC websiteat 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-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
PS-12| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
Annex A
The Nasdaq-100® Technology Sector IndexSM
All information contained in this pricing supplement regarding the Nasdaq-100® Technology Sector IndexSM, including, without limitation,
itsmake-up, method of calculationand changes in its components, has beenderived frompublicly available information, without
independent verification. This information reflects thepolicies of,and issubject to changeby, The Nasdaq StockMarket, Inc.
("Nasdaq"). The Nasdaq-100® Technology Sector IndexSM was developed by Nasdaq and is calculated, maintainedandpublished by
The Nasdaq OMX Group, Inc. ("Nasdaq OMX"). Neither Nasdaq nor Nasdaq OMX has any obligation to continue to publish, andmay
discontinue publicationof, the Nasdaq-100® Technology Sector IndexSM.
The Nasdaq-100®Technology Sector IndexSM began on February22, 2006 at a base value of 1,000.00. The Nasdaq-100® Technology
Sector IndexSMis reported by Bloomberg, L.P.under the ticker symbol "NDXT."
The Nasdaq-100®Technology Sector IndexSMis an equal-weighted, price-return indexdesigned to measure the performanceof the
technologycompanies in the Nasdaq-100 Index®.
Security Eligibility Criteria
The Nasdaq-100®Technology Sector IndexSMcontainssecurities of the Nasdaq-100 Index® which are classified as Technology
according to the Industry Classification Benchmark ("ICB"). The eligibility for the Nasdaq-100® Technology Sector IndexSM is
determined in a 2-step process and the security has to meetboth criteria in order to become eligible for the Nasdaq-100®Technology
Sector IndexSM. For additional information about the Nasdaq-100 Index®, including themethodology for inclusion in the Nasdaq-100
Index®, see "Equity Index Descriptions- The Nasdaq-100Index®" in the accompanying underlying supplement.
Parent Index
The security must be included in the Nasdaq-100 Index®, which includes 100 of the largest domestic and international non-financial
companieslisted on the Nasdaq.
Industryor Sector Eligibility
The company must beclassified as a Technology Company(anycompanyclassified under the TechnologyIndustry) according to ICB.
Constituent Selection
All securities that meet the applicable Security Eligibility Criteria described above are included in the Nasdaq-100®Technology Sector
IndexSM.
Constituent Weighting
The Nasdaq-100®Technology Sector IndexSMemploys an equal weighting methodologysuch that each company's Index market value
is rebalanced quarterlyto an equal-dollar value corresponding to an equalpercent weight of the Nasdaq-100® Technology Sector
IndexSM's aggregate market value. Index Shares are calculated by dividingthis equal-dollar market value for each Index Security by
the corresponding Last Sale Priceof the security at theclose of trading on the thirdFridayin March, June, September, and December.
In thecase of multiple share classesof acompany being included in the Nasdaq-100®Technology Sector IndexSM, the equal-weighted
market value will be divided equally among the securities of that company.
Index Calculation
The Nasdaq-100®Technology Sector IndexSMis an equal weighted, price return index. The Nasdaq-100® Technology Sector IndexSM
is calculated without regard to ordinary dividends, however, it does reflect specialdividends. The formulaisas follows:
(1) "Index Market Value" shall be calculatedasfollows:
"IndexSecurity" shall mean asecurity that has been selected for membership in the Nasdaq-100® Technology Sector IndexSM,
having met all applicable eligibility requirements.
n
= Number of Index Securities includedin the Nasdaq-100®Technology Sector IndexSM
= Number of sharesof Index Securityi applied in the Nasdaq-100® Technology Sector IndexSM.
= Price in quotecurrency ofIndex Security i. Depending on the time of thecalculation, the price can be either of the
following:
PS-13| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
a.The Start of Day (SOD) price which isthe previous index calculation day's (
t
-1) closing price for Index Security i
adjusted for corporate action(s) occurring prior to market open on date t, if any, for the SOD calculation only;
b.The intraday price which reflects the current trading price received from the Nasdaq duringthe index calculation day;
c.The End of Day (EOD) price refersto the Last Sale Price, which refers to the last regular-way trade reported on
Nasdaq; or
d.The Volume Weighted Average Price (VWAP)
= current indexcalculation day
-1 = current index calculation day
(2) "PR Index Divisor" should be calculated as follows:
The Index Divisor serves the purpose of scaling an Index Market Value to lower order of magnitude, which is recommended for
reporting purposes. TheIndex Divisor is adjusted to ensure that changesinan Index Security's price or shares either by corporate
actions or index participation whichoccur outside of trading hours do not affect the index value. An Index Divisor change occurs
after the close of the Nasdaq-100® Technology Sector IndexSM.
Index Maintenance
Deletion Policy
If a component of the Nasdaq-100®Technology Sector IndexSMis removedfrom the Nasdaq-100 Index® for any reason, it is also
removedfromthe Nasdaq-100® Technology Sector IndexSMat the same time.
Replacement Policy
Whena component of the Nasdaq-100 Index® that is classified as Technology according to ICB is removed from the Nasdaq-100
Index, it is also removedfrom the Nasdaq-100 Technology Sector Index. Assuch, if the replacement company being added to the
Nasdaq-100 Index®isclassified asTechnology according to ICB, it is added to the Nasdaq-100® Technology Sector IndexSMand will
assume the weight of the removed company on the Index effectivedate.
Whena component of the Nasdaq-100 Index® that is not classified as Technologyaccording to ICB is removed and the replacement
company being added to the Nasdaq-100 Index isclassifiedas Technologyaccording to ICB, the replacement companyis considered
for addition to the Nasdaq-100 TechnologySector Index at the next quarterly Rebalance. Whena component of the Nasdaq-100 Index
that is classified as Technology according to ICB is removed from the Nasdaq-100 Indexand the replacement company being added to
the Nasdaq-100 Index®isnot classified as Technology accordingto ICB, the company is removed from the Nasdaq-100®Technology
Sector IndexSMand the divisor of the Nasdaq-100®Technology Sector IndexSMis adjusted to ensure Index continuity.
Additions Policy
If a security is added to the Nasdaq-100 Index® for any reason, it may be added to the Nasdaq-100® Technology Sector IndexSMat the
same time.
Corporate Actions
In theinterim periods between scheduledindex reconstitution and rebalance events, individual Index securitiesmay be the subject to a
varietyof corporate actions and events that requiremaintenance andadjustments to the Index.
In certain cases, corporateactionsandeventsare handledaccording to the weightingscheme or other indexconstruction techniques
employed. Wherever alternate methods are described, the Index will follow the "Non-Market Cap Corporate ActionMethod."
Index Share Adjustments
Other than as a direct result of corporateactions, the Nasdaq-100®Technology Sector IndexSM does not normally experienceshare
adjustments betweenscheduled index rebalance and reconstitution events.
License Agreement
JPMorgan Chase & Co. or its affiliate intends toenter into anon-exclusive license agreement with Nasdaq providing for the license to it
and certain of itsaffiliates or subsidiaries, including JPMorgan Financial, witha non-exclusive license and, for a fee, with the right to use
the Nasdaq-100®TechnologySector IndexSMin connectionwith certain securities, including thenotes.
The license agreement with Nasdaq providesthat thefollowing language must be stated in this pricing supplement:
The notes arenot sponsored, endorsed, sold or promoted by Nasdaq Inc. or its affiliates (Nasdaq, with its affiliates, are referred to as
the "Corporations"). The Corporations have not passed on the legalityor suitability of, or the accuracy or adequacy of descriptions and
disclosures relating to, the notes. The Corporations make no representation or warranty, expressor implied, to the owners of the notes
PS-14| Structured Investments
Auto CallableAccelerated Barrier NotesLinkedto the LesserPerforming of
the Nasdaq-100®TechnologySectorIndexSMandtheRussell2000®Index
or any member of the public regarding the advisability of investing in securities generally or in the notesparticularly, or the ability of the
Nasdaq-100® Technology Sector IndexSMto track general stockmarket performance. The Corporations' only relationship to the Issuer,
the Guarantor (if applicable) and their affiliates is in the licensing of Nasdaq®, Nasdaq-100® and Nasdaq-100 Index® registered
trademarks, service marks and certain trade names of the Corporations and the use of theNasdaq-100® Technology Sector IndexSM
which isdetermined, composed and calculated by Nasdaq without regard to the Issuer or the Guarantor (if applicable) or the notes.
Nasdaq has no obligation to take the needs of the Issuer or the Guarantor (if applicable) or the ownersof the notesinto considerationin
determining, composing or calculating the Nasdaq-100® Technology Sector IndexSM.The Corporations arenot responsible for and
have not participated in the determination of the timing of,pricesat, or quantities of thenotes to be issued or in the determination or
calculation of the equation bywhich thenotes are to be convertedinto cash. The Corporationshave noliability inconnection with the
administration, marketingor trading of the notes.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF
THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSM OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE
GUARANTOR (IF APPLICABLE), OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSM OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO
THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED
OF THE POSSIBILITY OF SUCH DAMAGES.