JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 14:25
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 securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 29,2024
November ,2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-Idated April 13, 2023, underlyingsupplement no.1-IdatedApril13,2023, the prospectus and
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Accelerated Barrier Notes Linked to the
Lesser Performing of the Dow Jones Industrial
Average® and the S&P 500® Indexdue November 26,
2027
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on the Review Date, the closing
level of each of the Dow Jones Industrial Average® and the S&P 500® Index, which we refer to as the Indices, isat or above
its Call Value.
●The date on which an automatic call may be initiatedis November 28, 2025.
●The notes arealso designed for investors who seek an uncapped return of 1.50 timesanyappreciation of the lesser
performing of the Indices at maturity, if the noteshave not been automaticallycalled.
●Investors should be willing to forgo interest anddividend payments and be willing to accept 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 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 abasket composed 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: 48135VAW8
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-4of 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)(3)
Proceeds to Issuer
Per note
$1,000
-
$1,000
Total
$
-
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the components of the price to publicof thenotes.
(2) Allsalesofthenoteswill bemade to certain fee-basedadvisory accountsforwhich an affiliated orunaffiliatedbroker-dealeris an
investmentadviser. These broker-dealers will forgo anycommissions related to these sales.See "Plan ofDistribution (ConflictsofInterest)"
in theaccompanyingproduct supplement.
(3) J.P. MorganSecuritiesLLC, which wereferto asJPMS, maypay astructuring feeof $8.00 per $1,000principalamountnote with
respecttosome orall ofthenotes to affiliated orunaffiliated dealers.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$979.90 per $1,000principal amount
note. Theestimatedvalue ofthenotes, whenthe terms of thenotesareset, willbe providedinthe pricing supplement and
will not be less than $950.00 per $1,000 principal amount note. See "The Estimated Valueof the Notes"in thispricing
supplement for additional information.
Thenotesare not bank deposits, arenot insuredby theFederal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Dow Jones Industrial Average® (Bloomberg ticker:
INDU) and the S&P 500® Index (Bloomberg ticker: SPX)
Call Premium Amount:At least $112.50 per $1,000 principal
amount note (to be provided in the pricing supplement)
Call Value:With respect to each Index, 100.00% of its Initial
Value
Upside Leverage Factor:1.50
Barrier Amount:With respect to each Index, 70.00% of its Initial
Value
Pricing Date:On or about November 22, 2024
Original Issue Date (Settlement Date):On or about November
27, 2024
Review Date*:November 28, 2025
Call Settlement Date*:December 3, 2025
Observation Date*:November 22, 2027
Maturity Date*:November 26, 2027
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date - Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying product
supplement
Automatic Call:
If theclosing level of each Index on the Review Date is greater
than or equal to its Call Value, the notes will be automatically
called for acash payment, for each $1,000 principal amount
note, equal to (a) $1,000 plus(b) the Call Premium Amount,
payable on the Call Settlement Date. Nofurther payments will
be made on the notes.
If thenotes are automaticallycalled, you will not benefit from
the Upside Leverage Factor that applies to the payment at
maturityif the Final Value of each Index is greater than its
Initial Value.Because the Upside LeverageFactor does not
apply tothepayment upon an automatic call, the payment
uponan automaticcall may be significantly lessthan the
payment at maturity for the same level of appreciation in the
Lesser PerformingIndex.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueof eachIndex is greaterthanits Initial Value, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Lesser Performing Index Return × Upside
LeverageFactor)
If thenotes have not been automatically called and the Final
Valueof either Index is equal to or less than its Initial Valuebut
the Final Value of each Index is greater thanor equalto its
Barrier Amount, you will receive theprincipal amount of your
notes at maturity.
If thenotes have not been automatically called and the Final
Valueof either Index is less than its Barrier Amount, your
payment at maturity per $1,000 principal amount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If thenotes have not been automatically called and the Final
Valueof either Indexis less than its Barrier Amount, you will
lose more than 30.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
Lesser PerformingIndex: The Index with the Lesser
Performing Index Return
Lesser PerformingIndex Return: The lower 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, theclosing level of
that Index onthe ObservationDate
PS-2| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®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 andthe 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.
Hypothetical Payout Profile
Payment upon an Automatic Call
Review Date
Call
Value
Compare the closing level of each Index to its Call Value on the Review Date.
The closing level of
each Index is
greater thanor
equal to its Call
Value.
AutomaticCall
The notes will be automatically called on the Call Settlement Date and you will receive
(a) $1,000 plus(b) the Call Premium Amount.
No further payments will be made on the notes.
The closing level of
either Index is less
than its Call Value.
No AutomaticCall
The notes will not be automatically called. Proceed to the Observation Date.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Date
Observation Date
Payment atMaturity
The Final Value of each Index isgreater than
its Initial Value.
You will receive:
$1,000 + ($1,000 × Lesser Performing
Index Return × Upside Leverage
Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
The Final Value of either Index is equal to or
less than its Initial Value but the Final Valueof
each Index is greater than or equal to its
Barrier Amount.
You will receive the principal amount of
your notes.
The Final Value of either Index is less than its
Barrier Amount.
You will receive:
$1,000 + ($1,000 × Lesser Performing
Index Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notesare automatically called will beprovided in the pricing
supplement and willnot be less than $112.50.
PS-3| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following table illustrates the hypotheticaltotal return and payment at maturity on the noteslinked to two hypothetical Indices. The
"total return" as used in thispricing supplement is the number, expressed asa percentage, that results fromcomparing the payment at
maturityper $1,000 principal amount note to$1,000. The hypothetical total returns and payments set forth below assumethe following:
●the notes have not been automaticallycalled;
●an Initial Value for the Lesser Performing Index of 100.00;
●an UpsideLeverage Factor of 1.50; and
●a Barrier Amount for the Lesser Performing Index of 70.00 (equalto 70.00% of itshypothetical Initial Value).
The hypothetical Initial Value of the Lesser Performing Indexof 100.00 has been chosen for illustrative purposesonly andmay not
represent a likely actual Initial Valueof either Index. The actual Initial Value of each Index will be the closinglevelof that Indexon the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing 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 payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table have
been rounded for ease of analysis.
Final Value of the Lesser
Performing Index
Lesser PerformingIndex
Return
Total Returnon the Notes
Payment at Maturity
165.00
65.00%
97.50%
$1,975.00
150.00
50.00%
75.00%
$1,750.00
140.00
40.00%
60.00%
$1,600.00
130.00
30.00%
45.00%
$1,450.00
120.00
20.00%
30.00%
$1,300.00
110.00
10.00%
15.00%
$1,150.00
105.00
5.00%
7.50%
$1,075.00
101.00
1.00%
1.50%
$1,015.00
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
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 Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
How the Notes Work
Upside Scenario If Automatic Call:
If theclosing level of each Index on the Review Date is greater than or equal to its Call Value, the notes willbe automatically called and
investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount of at least $112.50. No
further payments will bemade on the notes.
●Assuming ahypothetical Call Premium Amount of $112.50, if the closing level of the lesser performing of the Indices increases
10.00% as of the Review Date, the notes will be automatically called and investors will receive a return equal to 11.25%, or
$1,112.50per $1,000 principal amount note.
Upside Scenario If No Automatic Call:
If thenotes have not been automatically called and the Final Value of each Index is greater thanitsInitial Value, investors will receive
at maturity the $1,000 principal amount plusa return equal to the Lesser Performing IndexReturn times the Upside Leverage Factor of
1.50.
●If thenotes have not been automatically called and the closing level of the Lesser Performing Indexincreases 10.00%, investors
will receiveat maturitya return equal to 15.00%, or $1,150.00 per $1,000 principal amount note.
Par Scenario:
If thenotes have not been automatically called and the Final Value of either Indexisequal to or less thanits Initial Value but the Final
Valueof eachIndex is greaterthan or equal 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 either Indexisless than its Barrier Amount of 70.00% of itsInitial
Value, 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.
●For example, if the notes have not beenautomatically called and the closing levelof the Lesser Performing Indexdeclines 40.00%,
investors will lose 40.00%of their principal amount and receiveonly $600.00 per $1,000 principal 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 hypotheticals do 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 areexplained 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.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Index is lessthan its Barrier Amount, you will lose 1% of theprincipal amount of your notes for every 1% that the Final Value of the
Lesser PerformingIndex is less than its Initial Value. Accordingly, under these circumstances, you willlosemore than 30.00%of
your principal amount at maturity and could 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 bythemarket 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 lose your entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make 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 key operating 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 tomake
payments on the notes, you may haveto seek payment under the related guarantee by JPMorgan 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.
PS-5| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
●IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Index, which may besignificant. Inaddition, 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 the Upside Leverage Factor doesnot apply tothepayment 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.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan 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 notescould result insubstantial 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.
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE® AND 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
the level of the Dow Jones Industrial Average®or thelevelof the S&P 500® 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 notesmay result in the notes not being
automaticallycalled onthe Review Date, maynegatively affect your payment at maturity and willnot be offset or mitigated by
positive performance by the 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 OBSERVATION DATE -
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 as approximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notesarecalled before maturity, you are not entitled to any fees and commissions 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 which you maybe 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 notesbasedon the minimums for theestimated value of the notes and the
Call Premium Amount.
●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 determinedby reference to several factors. The original issue priceof the
notes will exceed the estimated valueof the notesbecause costs associated with structuring and hedging the notesare included in
the originalissue price of the notes. These costsinclude thestructuring fee, if any, the projected profits, if any, that our affiliates
expect to realize for assumingrisks inherent in hedging our obligations under thenotes and the estimated cost of hedging our
obligations under the notes. See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OFTHE 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 maturityissued byJPMorgan Chase & Co. or its affiliates. Anydifference may
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 the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended to approximate theprevailing 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 Value of the Notes" in this pricing supplement.
PS-6| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
●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 notes will 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 "SecondaryMarket 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, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices (a) exclude the structuring fee, if any, and (b) mayexclude projected hedging profits, if any,
and estimated hedgingcosts that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS
will be willing to buythe notesfromyouinsecondarymarket transactions, if at all, islikely to belower than the original issue price.
Any salebyyou prior to the Maturity Date could result in asubstantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom thestructuring fee, if any, projected hedging profits, if any, estimatedhedging
costs and the levelsof 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) than the
price of the notes, if any, at whichJPMS may be willing to purchase your notes in 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.
PS-7| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
The Indices
The Dow Jones Industrial Average®consistsof 30 commonstocks chosen as representative of the broad market of U.S. industry. For
additional information about the Dow Jones Industrial Average®, see "Equity Index Descriptions-The Dow Jones Industrial Average®"
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.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels fromJanuary4,
2019 through October 25, 2024. The closing level of the DowJones Industrial Average®on October 29, 2024 was 42,233.05. The
closing level of the S&P 500® Index on October 29, 2024 was 5,832.92. We obtained theclosing levels above and below 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, the Review Date or the Observation Date. There can be no assurance that
the performance of the Indices will result in the return of anyof your principal amount.
Historical Performance of the DowJones Industrial Average®
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
PS-8| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
Tax Treatment
In determining our reporting responsibilities, we intend to treat the notes for U.S. federal income taxpurposes as "open transactions"
that are not debt instruments,as described in the section entitled "Material U.S. Federal Income Tax Consequences-Tax
Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & WardwellLLP, our special tax counsel, we believethat this is a reasonable
treatment,but that there are other reasonable treatments that the IRS or acourt may adopt, in which case the timing and character of
anyincome or loss on the notes could be materially andadversely affected.
No statutory, judicial or administrative authority directlyaddresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no ruling isbeing requested from the IRS with respect to their proper characterization and treatment.
Assuming that "open transaction" treatment is respected, the gain or loss on your notesshould be treatedaslong-term capital gain or
loss if you hold your notes formore than a year, whether or not you are an initial purchaser of the notesat the issue price. However, the
IRS or acourt may not respect the treatment of the notes as"open transactions," in which case the timing and character of any income
or losson the notes could be materiallyandadverselyaffected. For instance, the notescould be treatedascontingent payment debt
instruments, in which case the gain onyour notes would be treated asordinary income and you would be required to accrue original
issue discount on your notes in each taxable year at the "comparable yield," asdetermined by us, although we will not make any
payment with respect to the notes until maturity.
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal incometax treatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses in particular on whether to requireinvestorsin these instruments to
accrue income over the term of their investment. It also asksfor comments on a number of related topics, including the character of
income or loss with respect tothese instruments; the relevance of factors such as the nature of the underlying property towhichthe
instrumentsarelinked; thedegree, if any, to which income (including anymandated accruals) realized bynon-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issuescouldmaterially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the section entitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement and consult your taxadviser regardingthe U.S. federalincome tax
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 (unlessanincome 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 dividends for 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, and the 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. If necessary, 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. Anydifferencemay be
based on, among other things, our and our affiliates'view of the funding value of thenotes as well as the higher issuance, operational
and ongoing liabilitymanagement costs of thenotesin comparison tothose 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- The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
PS-9| Structured Investments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
The value of the derivativeor 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 includevolatility, 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 aresetbased 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 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 structuringand
hedging the notes are included in the originalissue price of the notes. These costsinclude the structuring fee, if any, paid to other
affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging ourobligations
entails risk and maybe influencedbymarket forces beyond our control, thishedging may result in a profit that ismore or less than
expected, or it may result in aloss. A portion of the profits, if any, realized in hedging our obligations under thenotes 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-The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes" in
thispricing supplement.
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 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 partially paid 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 projected hedging profits, if
any, and, in some circumstances, estimated hedgingcostsand our internal secondary market funding rates for structured debt
issuances. Thisinitialpredetermined time period is intended to be the shorter of six months and one-half of the statedterm of the notes.
The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn aprofit in connection with
our hedging activities, the estimated costs of hedging the notes and when these costs areincurred, as determined by ouraffiliates. See
"Selected Risk Considerations - The Value of the NotesasPublished by JPMS (and Which May Be Reflected on Customer Account
Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-return profile
of thenotes and "The Indices" in this pricingsupplement for a description of themarket exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the structuring fee, if any, paid to other affiliated or
unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent inhedging
our obligations under the notes, plusthe estimatedcost of hedging our obligationsunder the notes.
Supplemental Plan of Distribution
All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer isan
investment adviser. These broker-dealers will forgo anycommissions related to these sales. See "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement.
JPMS may pay astructuring fee of $8.00 per $1,000 principal amount note with respect to some or all of the notes to other affiliated or
unaffiliated dealers.
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 theapplicable
agent. We reserve the right to change the terms of, or rejectanyoffer to purchase, the notes prior to theirissuance. In the event of any
changes to the terms of the notes, we will notifyyou and youwill 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.
PS-10| StructuredInvestments
Auto Callable Barrier Notes Linked to the Lesser Performing of theDow JonesIndustrial
Average® and the S&P500®Index
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
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 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 writtenmaterialsincludingpreliminary 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 theaccompanying
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.
You may accessthesedocuments onthe SEC websiteat www.sec.gov asfollows (or if such addresshas 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 datedJune 3, 2024:
Our CentralIndex Key, orCIK, onthe SEC website is1665650,and JPMorganChase & Co.'sCIK is19617. Asused in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.