JPMorgan Chase & Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 05:03
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 where the offer or sale is notpermitted.
Subjectto completion datedNovember 1, 2024
November , 2024Registration Statement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplementto productsupplement no. 3-Idated April 13, 2023, underlying supplement no. 1-IdatedApril13,2023,
the prospectus andprospectus supplement, each dated April13, 2023,and the prospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index®and the Russell
2000®Indexdue May 25, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek exposure to any appreciation of the least performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index®andthe Russell 2000®Index, which we refer to asthe Indices, over the term
of thenotes.
•Investors should be willing to forgo interest and dividend payments, while seeking repayment of at least95.00%of their
principal at maturity.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan 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
•Thenotes are expected to price on or about November 21, 2024and are expected to settle on or about November 26,
2024.
•CUSIP: 48135VDS4
Investing in thenotes 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 pagePS-12
of the accompanying product supplement and"Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securitiescommission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement, prospectus and 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 supplement for information about thecomponents of theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which werefer toasJPMS,acting asagent for JPMorganFinancial,will pay allof theselling
commissions it receives fromustoother affiliatedor unaffiliated dealers. Inno event will theseselling commissionsexceed$30.00 per
$1,000 principal amountnote.See "Plan of Distribution (ConflictsofInterest)"in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $952.90per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $900.00per $1,000principal amount note.See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®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), the Nasdaq-100 Index® (Bloomberg ticker: NDX) and
the Russell 2000® Index (Bloomberg ticker: RTY)
Participation Rate: At least113.00% (tobe provided in the
pricingsupplement)
Pricing Date: On or aboutNovember 21, 2024
Original Issue Date (Settlement Date):On or about November
26, 2024
Observation Date*: May22, 2028
Maturity Date*: May25, 2028
* Subjectto postponement in theevent of amarket disruptionevent
and as described under"General Terms of Notes-Postponement
of a DeterminationDate -Notes Linked toMultipleUnderlyings"
and "General TermsofNotes- Postponement ofa PaymentDate"
in theaccompanyingproduct supplement
Payment at Maturity:
If theFinal Valueof each Index is greater than itsInitial Value,
at maturity, you will receive a cashpayment, for each $1,000
principal amount note, of $1,000 plus the Additional Amount.
If theFinal Value of any Indexis equal to or lessthan its Initial
Value, your payment at maturity will be calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return)
In noevent, however, will the payment at maturity be less than
$950.00 per $1,000 principalamount note.
If the Final Value of any Indexis less than its Initial Value, you
will lose up to 5.00% of your principal amount at maturity.
You areentitled to repayment of at least $950.00 per $1,000
principal amount note at maturity, subject tothecredit risks of
JPMorgan Financialand JPMorgan Chase & Co.
Additional Amount:
TheAdditional Amount payable at maturityper $1,000 principal
amount note will equal:
$1,000 × Least PerformingIndex Return × Participation Rate
Least Performing Index: The Index with theLeast Performing
IndexReturn
Least Performing Index Return: The lowest of theIndex
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachIndex, the closing level of
that Indexonthe Pricing Date
Final Value: With respect to eachIndex, the closinglevel of
that Indexonthe Observation Date
PS-2| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
Supplemental Terms of the Notes
Any valuesof the Indices, and anyvalues 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 become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical payment at maturity onthe noteslinked to three hypothetical Indices. The
hypothetical payments set forth below assume the following:
•an Initial Value for the Least PerformingIndex of 100.00; and
•a Participation Rate of 113.00%.
The hypotheticalInitial Value of theLeast Performing Index of 100.00hasbeen chosen for illustrative purposes only andmaynot
represent a likely actual Initial Valueof any Index. The actualInitial Value of eachIndex will be the closinglevelof that Index on the
Pricing Date and will beprovided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please
see the historicalinformationset forth under "The Indices"inthispricing supplement.
Each hypothetical payment at maturityset forth below is for illustrative purposes only andmay not be the actualpayment at maturity
applicable to a purchaser of the notes. Thenumbers appearing in thefollowing table andgraphhave been rounded for ease of
analysis.
Final Value of the Least
PerformingIndex
Least Performing Index
Return
Additional Amount
Payment at Maturity
165.00
65.00%
$734.50
$1,734.50
150.00
50.00%
$565.00
$1,565.00
140.00
40.00%
$452.00
$1,452.00
130.00
30.00%
$339.00
$1,339.00
120.00
20.00%
$226.00
$1,226.00
110.00
10.00%
$113.00
$1,113.00
105.00
5.00%
$56.50
$1,056.50
101.00
1.00%
$11.30
$1,011.30
100.00
0.00%
N/A
$1,000.00
99.00
-1.00%
N/A
$990.00
97.50
-2.50%
N/A
$975.00
95.00
-5.00%
N/A
$950.00
90.00
-10.00%
N/A
$950.00
80.00
-20.00%
N/A
$950.00
70.00
-30.00%
N/A
$950.00
60.00
-40.00%
N/A
$950.00
50.00
-50.00%
N/A
$950.00
40.00
-60.00%
N/A
$950.00
30.00
-70.00%
N/A
$950.00
20.00
-80.00%
N/A
$950.00
10.00
-90.00%
N/A
$950.00
0.00
-100.00%
N/A
$950.00
PS-3| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
The following graph demonstratesthehypothetical payments at maturity on the notes fora range of Least Performing Index Returns.
There canbe no assurance that the performance of the Least Performing Index will result in a payment at maturity in excess of $950.00
per $1,000 principalamount note, subject to thecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If theFinal Valueof each Indexis greater than itsInitial Value, investors will receive at maturitythe$1,000 principal amount plusthe
Additional Amount, whichis equalto $1,000 timesthe Least Performing Index Returntimes the Participation Rate of at least 113.00%.
•Assuming a hypothetical Participation Rate of 113.00%, if the closing level of the Least Performing Index increases10.00%,
investorswill receive at maturitya return equal to11.30%, or $1,113.00per$1,000 principal amount note.
Par Scenario:
If (i) the Final Value of one or more Indices is greater than its Initial Value and the Final Value of the other Indexor Indicesis equal to its
Initial Value or (ii) the Final Value of each Index is equal toits Initial Value, investors will receive at maturity theprincipalamount of their
notes.
Downside Scenario:
If theFinal Valueof any Indexis less than itsInitial Value, investors will lose1%of the principal amount of their notes for every1% that
the Final Value of the Least PerformingIndex is less than itsInitial Value, providedthat the payment at maturity will not be less than
$950.00per $1,000 principal amount note.
•For example, if theclosing levelof the Least Performing Index declines2.50%, investors will lose2.50% of their principal amount
and receive only $975.00 per $1,000 principal amount note at maturity.
•For example, if theclosing levelof the Least Performing Index declines50.00%, investorswill lose5.00% of their principal amount
and receive only $950.00 per $1,000 principal amount noteat maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated with anysale in the secondarymarket. If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
PS-4| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanyingprospectus supplementand product supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to theNotes Generally
•THE NOTES MAY NOT PAY MORE THAN 95.00% OF THE PRINCIPAL AMOUNT AT MATURITY-
If theFinal Valueof any Indexis less than its Initial Value, you will lose 1% of the principal amount of your notes for every 1% that
the Final Value of the Least PerformingIndex is less than its Initial Value, provided that the payment at maturity will not be less
than $950.00per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Accordingly, under these circumstances, you will lose up to 5.00% of your principal amount at maturityandyou will not be
compensated for any lossinvalue due to inflation and other factors relating to the value of money over time.
•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, asdetermined 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 ina
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
paymentson the notes, you may have to seek payment under the related guarantee byJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of theIndicesover the termof the notes may negatively affectyour payment at maturity
and will not be offset or mitigated by positive performance byanyother Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy thenotes. You may notbe able to sellyournotes. 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 value of the notes and the
Participation Rate.
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.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It ispossiblethat hedging or trading
PS-5| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
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 accompanying product
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 -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
noteswill exceed the estimated value of the notesbecausecosts associatedwith 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 ofhedging
our obligations under the notes. See "The Estimated Value of the Notes" in thispricing 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. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison tothose costs for the conventional fixedincome
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated Value of the Notes" in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"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 rates for structured debt issuances and,
also, because secondarymarket prices may 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 thenotes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom the selling commissions,projected hedgingprofits, if any, estimated hedging
costs and thelevelsof the Indices.Additionally, independent pricing vendors and/or third party broker-dealers may publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)than the
price of thenotes, if any, at which JPMS may be willing to purchase your notesin the secondarymarket. See"Risk Factors-
Risks Relating to the Estimated Value and Secondary Market Prices of theNotes- Secondarymarket pricesof the notes will be
impacted by manyeconomic and market factors" in the accompanying product supplement.
PS-6| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
Risks Relating to theIndices
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE®,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level ofthe Dow JonesIndustrial Average®.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Some of the equity securities included in the Nasdaq-100 Index® have been issued by non-U.S. companies.Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with the home countries of theissuersof
those non-U.S. equity securities.
•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 paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
PS-7| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
The Indices
The Dow Jones Industrial Average®consistsof 30 common stockschosen 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 JonesIndustrial Average®"
in the accompanying underlying supplement.
TheNasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about theNasdaq-100 Index®, see "Equity Index
Descriptions- The Nasdaq-100 Index®" intheaccompanying underlying supplement.
The Russell 2000® Indexconsistsof the middle 2,000 companies included in the Russell3000E™ 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 performance of the small capitalization segment of the U.S.equitymarket.For additional information about the
Russell2000® Index, see "Equity Index Descriptions-TheRussell Indices" in the accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of eachIndex based onthe weekly historical closing levels from January 4,
2019 through October 25, 2024.The closing level of the Dow Jones Industrial Average® on October 29, 2024 was42,233.05. The
closing level of the Nasdaq-100 Index®on October29, 2024 was 20,550.65. Theclosing levelof theRussell 2000®Indexon October
29, 2024 was 2,238.089.Weobtained the closing levelsabove andbelow from the Bloomberg Professional® service ("Bloomberg"),
without independent verification.
Thehistorical closinglevels of eachIndexshouldnot be taken asan indicationof future performance, and no assurance can begiven
as to the closing level ofany Index on thePricing Date or the Observation Date.Therecan be no assurance that the performance of
theIndiceswill result in a payment at maturity inexcess of $950.00 per $1,000 principal amount note, subject to thecredit risks of
JPMorgan Financialand JPMorgan Chase & Co.
PS-8| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income TaxConsequences," and in particular thesubsection
thereof entitled "-Tax Consequences to U.S. Holders- Notes with a Termof More than One Year - Notes Treated as Contingent
Payment Debt Instruments" inthe accompanyingproduct supplement no. 3-I. Notwithstanding that the notesdo not provide for the full
repayment of their principalamount at or prior tomaturity, our special taxcounsel, Davis Polk & Wardwell LLP, is of the opinion that the
notes should be treated for U.S. federal incometax purposes as "contingent payment debt instruments." Assuming this treatment is
respected, as discussed in that subsection, yougenerally will be required toaccrue originalissue discount ("OID") onyour notes in
each taxable year at the "comparable yield," as determinedby us, although we will not make any payment with respect to thenotes until
maturity. Upon sale or exchange (including at maturity), youwill recognize taxable income or lossequal tothedifference between the
amount received from the sale or exchange, and your adjusted basis in the note, which generally will equal the cost thereof, increased
by the amount of OID you have accrued in respect of the note. Yougenerallymust treat any income as interest income and anyloss as
ordinaryloss to the extentof previousinterest inclusions, and thebalance as capital loss. The deductibility of capital losses is subject
to limitations. The discussions herein and in the accompanying product supplement do not address theconsequences to taxpayers
subject tospecial tax accounting rulesunder Section 451(b) of the Code. Purchasers who are not initial purchasers of notes at their
issue price should consult their taxadvisers with respect to the tax consequences of an investment in notes, including the treatment of
the difference, if any, between the basis in their notes and the notes' adjusted issue price.
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 deemedpaid to Non-U.S. Holders with respect to certain
PS-9| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
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 fromthescopeof Section 871(m) instruments issuedprior to January
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 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 regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes.Youshould consult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The discussionsin the preceding paragraphs, when readin combination with the section entitled "Material U.S. Federal IncomeTax
Consequences" (and in particular the subsection thereof entitled "- Tax Consequences toU.S. Holders-Notes with a Term of More
than One Year -Notes Treated as Contingent Payment Debt Instruments") in the accompanying product supplement, constitute the
fullopinion of Davis Polk & WardwellLLP regarding thematerial U.S. federalincome tax consequences of owning and disposing of
notes.
Comparable Yield andProjected Payment Schedule
We will determine thecomparable yield for the notesand will provide that comparable yield and the related projectedpayment schedule
(or information about how toobtain them) in the pricing supplement for thenotes, which wewill file with the SEC.The comparableyield
for the notes will be determined based upon a variety of factors, including actualmarket conditions and our borrowing costs for debt
instrumentsof comparablematuritiesat the time of issuance.The comparable yield and projected payment schedule are
determined solely to calculate the amount onwhich youwill be taxed with respect to the notes in each year and are neither a
prediction nor aguarantee of what the actual yield will be.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valuedusingthe internal funding
ratedescribed 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 wouldbe willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof 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 thenotes as well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto 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 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 anysecondary 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 NotesIsDerived byReference to an Internal Funding Rate"in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or lessthan 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.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated value of the noteswill be lower than the original issue price of the notes because costs associatedwith 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, the projected profits, if any, that our affiliatesexpect to realize for assuming
PS-10| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
risks inherent in hedging our obligations under thenotes and the estimated cost 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 Notes Will 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 impactedbymany
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 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 costs caninclude selling commissions,
projectedhedging profits, if any, and, in some circumstances, estimated hedging costs andour internal secondarymarket funding rates
for structured debt 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 thenotes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile andmarket exposure provided by the
notes.See"Hypothetical Payout Profile"and "How the Notes Work" in this pricingsupplement for anillustration of the risk-return profile
of thenotes and"TheIndices"in thispricingsupplementfor a description of themarket exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent.We reserve the right to change the terms of, or 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 suchchanges in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplement together with theaccompanyingprospectus, as supplemented by theaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained in the accompanyingproduct 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.You should carefullyconsider, among other things, the matters set forth inthe "Risk Factors"sectionsof the accompanying
prospectussupplement and the accompanyingproduct supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities.We urgeyou to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-11| Structured Investments
Notes Linkedto the Least Performing of the Dow JonesIndustrialAverage®,
the Nasdaq-100 Index®andtheRussell 2000®Index
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 therelevant date on the SEC website):
•Product supplement no. 3-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.