JPMorgan Chase & Co.
09/05/2024 | Press release | Distributed by Public on 09/05/2024 09:19
Primary Offering Prospectus - Form 424B2
The informationin thispreliminary pricing supplement is not complete and may be changed. This preliminary pricing supplementis not an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated August 29, 2024
September, 2024
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement toproduct supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and
prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial CompanyLLC
Structured Investments
Auto CallableContingentInterest Notes Linkedto the Least
Performingof the NASDAQ-100 Index
®
, the Russell 2000
®
Index
andthe S&P 500
®
Index dueMarch18, 2026
Fully and UnconditionallyGuaranteedby JPMorganChase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which
the closing levelofeachof the NASDAQ-100 Index
®
, the Russell 2000
®
Index andtheS&P 500
®
Index, whichwe refer to as
the Indices, is greater than or equal to 70.00% of its Initial Value, whichwerefer to as anInterest Barrier.
●The notes willbeautomatically called ifthe closing level of each Index on any Review Date (other thanthe final Review
Date) is greater than or equal to its Initial Value.
●Investors should be willingto accept the risk of losing some or allof their principaland the risk that noContingent Interest
Payment may bemade withrespect to someor all ReviewDates.
●Investors should alsobe willing toforgo fixedinterest and dividend payments, inexchangefor the opportunity to receive
Contingent Interest Payments.
●The notes are unsecuredandunsubordinated obligations ofJPMorganChase FinancialCompany LLC, whichwerefer to as
JPMorgan Financial, the payment on which is fully andunconditionally guaranteed by JPMorgan Chase& Co. Any
payment on the notesis subject to the credit risk of JPMorgan Financial, asissuer of thenotes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments onthe notes are not linkedto a basket composedof the Indices. Payments on the notes arelinked to the
performanceof each of theIndices individually, as described below.
●Minimum denominations of $1,000 and integralmultiples thereof
●The notes are expected to priceonor about September 13, 2024 andare expectedto settle on or about September 18,
2024.
●CUSIP:48135TYG2
Investing in the notesinvolvesa numberof risks. See "RiskFactors" beginningonpage S-2 of the accompanying
prospectus supplement, Annex Atothe accompanying prospectus addendum,"RiskFactors" beginning onpage PS-11 of
the accompanying product supplement and "Selected RiskConsiderations" beginning on page PS-4of thispricing
supplement.
Neither the Securities andExchangeCommission (the "SEC") nor any state securities commissionhas approvedor disapprovedof
the notes or passed upon the accuracy or theadequacy ofthis pricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a
criminaloffense.
Price toPublic (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use of Proceeds"in thispricingsupplement for information about the componentsof the price topublicof the notes.
(2)J.P.MorganSecurities LLC, which we refer toasJPMS, acting asagentforJPMorgan Financial,willpay allof the selling commissions it
receivesfrom ustoother affiliated orunaffiliated dealers.Inno event will these selling commissions exceed $7.50 per $1,000 principal
amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
If the notespriced today, the estimated valueof the notes would be approximately$969.80per$1,000principal amount
note. The estimated value of thenotes,when thetermsof the notesare set, will be provided in the pricing supplement and
will not be lessthan$900.00 per $1,000 principal amount note.See"TheEstimated Valueof the Notes" inthispricing
supplement for additionalinformation.
The notes are not bank deposits, are not insuredby the Federal Deposit InsuranceCorporationor any other governmental agency
andarenot obligations of, or guaranteed by, abank.
PS-1| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Key Terms
Issuer:JPMorganChaseFinancial Company LLC, a direct,
wholly owned financesubsidiary of JPMorgan Chase& Co.
Guarantor: JPMorganChase & Co.
Indices:The NASDAQ-100Index
®
(Bloomberg ticker: NDX),
the Russell2000
®
Index (Bloomberg ticker: RTY) and theS&P
500
®
Index (Bloomberg ticker: SPX) (each an "Index" and
collectively, the "Indices")
Contingent Interest Payments:
If the notes havenot been automatically called andtheclosing
level ofeach Index on any Review Dateis greater than or equal
to its Interest Barrier, you willreceive onthe applicableInterest
Payment Date for each $1,000 principalamount note a
Contingent Interest Payment equalto between$19.375 and
$24.375 (equivalent to a Contingent Interest Rate of between
7.75%and 9.75% per annum, payable at a rate of between
1.9375%and 2.4375%per quarter) (tobe provided in the
pricingsupplement).
If the closing levelof any Index on any ReviewDate is less than
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent Interest Rate:Between7.75% and 9.75% per
annum, payable atarate of between1.9375% and2.4375%per
quarter (tobe provided in the pricingsupplement)
Interest Barrier/Trigger Value: With respect to each Index,
70.00% of its Initial Value
Pricing Date: On or about September 13, 2024
Original Issue Date(Settlement Date):On or about
September 18, 2024
ReviewDates*:December 13,2024, March 13,2025, June 13,
2025, September 15, 2025, December 15, 2025 and March 13,
2026 (final Review Date)
Interest Payment Dates*: December 18, 2024, March18,
2025, June18, 2025, September 18,2025, December 18, 2025
andthe Maturity Date
MaturityDate*: March18, 2026
Call Settlement Date*: Ifthenotes are automatically calledon
any ReviewDate (other than thefinal ReviewDate), the first
Interest Payment Date immediately followingthat Review Date
* Subject topostponement in the event of a market disruption event and
asdescribed under "General Terms of Notes- Postponement of a
Determination Date -Notes Linked to Multiple Underlyings" and
"GeneralTermsof Notes-Postponement of a Payment Date" in the
accompanying product supplement
Automatic Call:
If the closinglevelofeach Index onany Review Date (other
thanthe final ReviewDate) is greater thanor equal to its Initial
Value, thenotes will be automatically calledfor acashpayment,
for each$1,000 principalamount note, equal to(a) $1,000plus
(b) the Contingent Interest Payment applicable tothat Review
Date, payableontheapplicableCall Settlement Date.No
further payments will bemade onthenotes.
Payment at Maturity:
If the notes havenot been automatically called andtheFinal
Value ofeach Index is greater than or equal to its Trigger Value,
you willreceive a cashpayment at maturity, for each $1,000
principal amount note, equal to(a) $1,000plus(b) the
Contingent Interest Payment applicable tothe final Review
Date.
If the notes have not been automatically calledand the Final
Value of any Index is less thanits Trigger Value, your payment
at maturity per $1,000 principalamount note willbecalculated
as follows:
$1,000 + ($1,000× Least PerformingIndex Return)
If the notes havenot been automatically calledand the Final
Value of any Index is less thanits Trigger Value, you will lose
more than 30.00%of your principalamountat maturity and
could lose allof your principalamount at maturity.
Least Performing Index:TheIndex with the Least Performing
Index Return
Least Performing IndexReturn:The lowest of the Index
Returns ofthe Indices
Index Return:With respect to eachIndex,
(FinalValue- InitialValue)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index onthe PricingDate
FinalValue:With respect to eachIndex, the closing level of
that Index onthe final ReviewDate
PS-2| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Supplemental Termsof the Notes
Any value of any underlier, andany values derived therefrom, included inthis pricingsupplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricingsupplement and thecorrespondingterms of thenotes. Notwithstanding
anythingto the contrary in the indenture governing the notes, thatamendment willbecomeeffectivewithout consent of theholders of
the notes or any other party.
How theNotesWork
Payments in Connection with Review DatesPreceding the Final Review Date
Review Dates Precedingthe FinalReview Date
Initial
Value
Compare the closing level ofeach Index to itsInitial Value and its InterestBarrier on each Review Date until the final
ReviewDate or anyearlier automaticcall.
The closing level of
each Index is
greaterthanor
equaltoits Initial
Value.
Automatic Call
The noteswill be automaticallycalled on the applicable Call SettlementDate,and you will
receive (a) $1,000 plus(b) the ContingentInterestPayment applicable to thatReview
Date.
No further paymentswill be made on the notes.
The closing level of
anyIndex isless
thanitsInitial
Value.
No
Automatic
Call
Theclosing level of
eachIndex is greater
than or equalto its
Interest Barrier.
You willreceivea Contingent Interest
PaymentontheapplicableInterest
PaymentDate.
Proceed to thenext Review Date.
Theclosing level of any
Index is lessthanits
Interest Barrier.
No Contingent Interest Payment will be
made with respect tothe applicable
Review Date.
Proceed to thenext Review Date.
Payment at MaturityIf the NotesHaveNot Been AutomaticallyCalled
Review Dates
Preceding the Final
Review Date
FinalReview Date
Payment at Maturity
The notesare not
automatically called.
The Final Value ofeach Index isgreaterthan
orequal toitsTrigger Value.
You will receive (a) $1,000 plus(b) the
ContingentInterestPaymentapplicable
to the final ReviewDate.
Proceed to maturity
The Final Value ofanyIndex isless thanits
Trigger Value.
You will receive:
$1,000 +($1,000 ×LeastPerforming
IndexReturn)
Under these circumstances,you will
lose some or all ofyour principal
amountatmaturity.
PS-3| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical totalContingent Interest Payments per $1,000 principalamount note over the termof the
notes basedona hypothetical Contingent Interest Rate of 7.75% per annum, depending onhow many Contingent Interest Payments
are made prior to automatic call or maturity. The actualContingent Interest Rate willbeprovided inthepricing supplement and willbe
between7.75% and 9.75% per annum.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
6
$116.250
5
$96.875
4
$77.500
3
$58.125
2
$38.750
1
$19.375
0
$0.000
Hypothetical PayoutExamples
The following examples illustrate payments on thenotes linked to threehypotheticalIndices, assuming a rangeofperformances for the
hypothetical Least Performing Index onthe ReviewDates. Each hypothetical payment set forth below assumes that the closing
level of each Index that is not the Least Performing Indexoneach Review Dateis greater than or equal to its Initial Value(and
thereforeits Interest Barrierand Trigger Value).
In addition, the hypothetical payments set forth below assume thefollowing:
●an Initial Value for theLeast PerformingIndex of 100.00;
●an Interest Barrier andaTrigger Valuefor the Least PerformingIndex of 70.00(equal to 70.00% of its hypothetical Initial
Value); and
●a Contingent InterestRateof7.75% per annum(payableat a rate of 1.9375%per quarter).
The hypothetical Initial Valueofthe Least Performing Index of 100.00has beenchosenfor illustrativepurposes only andmay not
represent a likely actual Initial Value of any Index.
The actual InitialValueof each Index will bethe closing level of that Index on the Pricing Dateandwillbe provided inthepricing
supplement. For historicaldata regardingthe actual closing levels ofeachIndex, pleaseseethe historical information set forth under
"The Indices" in this pricing supplement.
Each hypothetical payment setforthbelow is for illustrativepurposes only andmay not betheactualpaymentapplicableto a purchaser
ofthe notes. The numbers appearing inthe following examples have beenrounded for ease ofanalysis.
Example 1 -Notesareautomatically called on the firstReviewDate.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
FirstReview Date
105.00
$1,019.375
Total Payment
$1,019.375 (1.9375%return)
Because the closinglevel of eachIndex on the first Review Date is greater thanor equal to its Initial Value, thenotes will be
automatically calledfor a cash payment, for each $1,000 principalamount note, of$1,019.375 (or $1,000 plus the Contingent Interest
Paymentapplicable to thefirst ReviewDate), payableon theapplicableCall SettlementDate. No further payments willbe made onthe
notes.
PS-4| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Example 2 -Noteshave NOT beenautomaticallycalled and the Final Value of the Least Performing Index is
greater than or equal to itsTriggerValue.
Date
Closing Level of Least
Performing Index
Payment (per $1,000principalamount note)
FirstReview Date
95.00
$19.375
Second Review Date
85.00
$19.375
ThirdthroughFifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,019.375
Total Payment
$1,058.125 (5.8125%return)
Because the notes have not beenautomatically called andthe Final Value of theLeast Performing Index is greater than or equal to its
Trigger Value, thepayment at maturity, for each $1,000 principalamount note, willbe$1,019.375 (or $1,000plus the Contingent
Interest Payment applicableto thefinalReview Date). When added to theContingent Interest Payments received with respect to the
prior ReviewDates, thetotalamount paid, for each$1,000 principalamount note, is $1,058.125.
Example 3 -Noteshave NOT been automatically called and the FinalValue of theLeastPerforming Indexis less
than its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
FirstReview Date
60.00
$0
Second Review Date
65.00
$0
ThirdthroughFifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
60.00
$600.00
Total Payment
$600.00(-40.00% return)
Because the notes have not beenautomatically called, theFinalValue oftheLeast PerformingIndex is less than its Trigger Valueand
the Least Performing Index Returnis -40.00%,thepaymentat maturity will be $600.00per $1,000 principal amount note, calculatedas
follows:
$1,000 + [$1,000 × (-40.00%)] = $600.00
The hypothetical returns andhypothetical payments on the notes shownaboveapply only if you hold thenotesfor their entire term
oruntilautomaticallycalled.These hypotheticals donot reflect thefees or expenses that wouldbe associatedwith any sale inthe
secondary market.Ifthese fees andexpenses wereincluded, thehypothetical returns and hypothetical payments shown above would
likely belower.
SelectedRisk Considerations
An investment inthe notes involves significant risks. These risks areexplained inmoredetailin the "Risk Factors" sections of the
accompanyingprospectus supplement and product supplement andin Annex A to the accompanyingprospectus addendum.
●YOUR INVESTMENT INTHE NOTES MAY RESULT INALOSS-
The notes do not guaranteeany returnof principal.Ifthenotes havenot beenautomatically called and the FinalValueofany Index
is less thanits Trigger Value, youwill lose1% oftheprincipal amount ofyour notes for every 1%thatthe Final Value of the Least
Performing Index is less than its InitialValue. Accordingly, under these circumstances, you will lose morethan30.00%of your
principal amount at maturity andcouldlose all ofyour principal amount at maturity.
●THE NOTES DO NOTGUARANTEE THE PAYMENT OFINTEREST AND MAY NOTPAY ANY INTEREST AT ALL-
If the notes havenot beenautomatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing level of each Index onthatReview Date is greater thanor equalto its Interest Barrier. If the closinglevel of any Index
on that ReviewDate is less than its Interest Barrier, no ContingentInterest Payment willbe madewith respect to that Review Date.
Accordingly, ifthe closing level of any Index on eachReviewDate is less than its Interest Barrier,you willnot receiveany interest
payments over theterm of thenotes.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE &CO.-
Investors aredependent on our and JPMorgan Chase& Co.'s ability to pay all amounts dueon thenotes.Any actualor potential
changein our or JPMorganChase& Co.'s creditworthiness or credit spreads, as determined by the marketfor taking that credit
risk, is likely to adversely affect thevalueof the notes. Ifweand JPMorganChase& Co. were todefault onour payment
obligations, youmay not receive any amounts owed toyouunder thenotes and youcouldlose your entireinvestment.
PS-5| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
●AS AFINANCE SUBSIDIARY, JPMORGANFINANCIAL HAS NO INDEPENDENT OPERATIONS ANDHAS LIMITED ASSETS
-
As a financesubsidiary ofJPMorgan Chase & Co., wehavenoindependentoperations beyond theissuanceandadministration of
our securities and the collection ofintercompany obligations. Aside fromtheinitial capitalcontribution from JPMorgan Chase &
Co., substantially all of our assets relate toobligations of JPMorgan Chase& Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As aresult, weare dependent uponpayments fromJPMorgan
Chase & Co. tomeet our obligations under the notes. Weare not akey operating subsidiary of JPMorgan Chase& Co. and in a
bankruptcy or resolution ofJPMorganChase& Co. we are not expected to havesufficient resources to meet our obligations in
respect ofthenotes as they comedue. If JPMorgan Chase & Co. does not makepayments to us and weareunableto make
payments on thenotes, you may have toseek payment under the related guaranteeby JPMorganChase & Co., andthat
guarantee will rank paripassu with all other unsecured and unsubordinatedobligations of JPMorgan Chase& Co. For more
information, seethe accompanying prospectus addendum.
●THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITEDTOTHE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVERTHE TERM OFTHE NOTES,
regardless ofany appreciationof any Index, which may be significant. You will not participate in any appreciation of any Index.
●POTENTIAL CONFLICTS-
We andour affiliates play a variety of roles inconnection with the notes. In performing theseduties, our and JPMorganChase&
Co.'s economic interests are potentially adverse toyour interests as aninvestor inthenotes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantialreturns for us or our affiliates while the
value of thenotes declines. Please refer to"Risk Factors -Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●JPMORGAN CHASE & CO.IS CURRENTLY ONE OFTHE COMPANIES THAT MAKE UP THE S&P 500
®
INDEX,
but JPMorgan Chase & Co. will not have any obligation toconsider your interests intaking any corporate action that might affect
the levelofthe S&P 500
®
Index.
●ANINVESTMENT IN THE NOTES IS SUBJECT TORISKS ASSOCIATEDWITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TOTHE RUSSELL2000
®
INDEX -
Smallcapitalizationcompanies may be less ableto withstand adverse economic,market,trade and competitive conditions relative
to larger companies. Smallcapitalizationcompanies are less likely to pay dividends on their stocks, and thepresence ofadividend
payment couldbe a factor that limits downward stock pricepressureunder adverse market conditions.
●NON-U.S. SECURITIES RISK WITHRESPECT TOTHE NASDAQ-100INDEX
®
-
The non-U.S. equity securities includedin theNASDAQ-100 Index
®
havebeenissuedby non-U.S. companies. Investments in
securities linked to the value of suchnon-U.S. equity securities involverisks associatedwiththe home countries and/or the
securities markets inthe home countries of the issuers of those non-U.S. equity securities. Also,with respect to equity securities
that are not listedin theU.S.,there is generally less publicly available information about companies insome ofthese jurisdictions
thanthereis about U.S. companies that are subject to the reportingrequirements ofthe SEC.
●YOUARE EXPOSED TO THE RISKOFDECLINE IN THE LEVELOFEACHINDEX-
Payments onthe notes are not linkedto a basket composed of theIndices and arecontingent uponthe performance of each
individual Index. Poor performance by any oftheIndices over the termof the notes may result in thenotes not being automatically
calledon a ReviewDate, may negatively affect whether youwillreceivea Contingent Interest Payment onany Interest Payment
Date and your payment at maturity and willnot be offset or mitigatedby positiveperformance by any other Index.
●YOUR PAYMENT ATMATURITY WILLBE DETERMINEDBY THE LEASTPERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ONTHE FINALREVIEW DATE-
If the FinalValueofany Index is less thanits Trigger Value andthe notes have not beenautomatically called, the benefit provided
by the Trigger Valuewillterminateandyouwillbefully exposedto any depreciationofthe Least Performing Index.
●THE AUTOMATICCALL FEATURE MAY FORCE APOTENTIAL EARLY EXIT -
If your notes are automatically called, thetermofthenotes may be reducedto as short as approximately three months andyouwill
not receiveany Contingent InterestPayments after theapplicableCallSettlement Date. Thereis no guaranteethat you wouldbe
able to reinvest theproceeds from an investment inthe notes ata comparable return and/or with a comparable interest rate for a
similar level of risk. Even in cases where thenotes are called before maturity, youarenot entitled toany fees and commissions
described on the front cover of this pricing supplement.
●YOUWILLNOTRECEIVE DIVIDENDSON THE SECURITIES INCLUDED INANY INDEX ORHAVE ANY RIGHTS WITH
RESPECT TOTHOSE SECURITIES.
●THE RISK OFTHE CLOSING LEVEL OFANINDEX FALLING BELOWITS INTEREST BARRIER OR TRIGGERVALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
●LACK OFLIQUIDITY-
The notes willnot belistedonany securities exchange.Accordingly,theprice at which you may beableto tradeyour notes is likely
to depend on theprice, if any, at which JPMS is willingto buy the notes.You may not be ableto sellyour notes. The notes arenot
designed tobeshort-term trading instruments. Accordingly, you shouldbe able and willing toholdyour notes to maturity.
●THE FINAL TERMS AND VALUATION OFTHE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You shouldconsider your potential investment in the notes basedonthe minimums for theestimated value of thenotes and the
Contingent Interest Rate.
PS-6| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
●THE ESTIMATED VALUE OFTHE NOTES WILL BE LOWER THANTHE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated valueof the notes is only an estimate determinedby referenceto several factors. Theoriginalissue price of the
notes willexceed the estimated value of thenotes becausecosts associated with selling, structuringand hedgingthe notes are
includedinthe original issue price of thenotes. Thesecosts includetheselling commissions, theprojectedprofits, if any, that our
affiliates expectto realizefor assuming risks inherentin hedgingour obligations under thenotes andtheestimatedcostofhedging
our obligations under the notes. See "The EstimatedValueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OFTHE NOTES DOES NOTREPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Valueof theNotes" in this pricingsupplement.
●THE ESTIMATED VALUE OFTHE NOTES IS DERIVED BY REFERENCE TO AN INTERNALFUNDING RATE -
The internalfundingrate usedinthedeterminationoftheestimatedvalueofthenotes may differ from themarket-impliedfunding
rate for vanillafixed income instruments ofasimilar maturity issuedby JPMorgan Chase & Co. or its affiliates. Any difference may
be basedon, among other things, our and our affiliates'view of thefunding valueof thenotes as well as the higher issuance,
operationaland ongoingliability management costs of the notes in comparison tothose costs for theconventional fixedincome
instruments of JPMorganChase& Co. This internalfunding rate is based on certainmarket inputs and assumptions, whichmay
proveto beincorrect, and is intended to approximate theprevailing market replacement fundingrate for the notes. The useof an
internalfundingrate and any potential changes to that rate may have anadverseeffect on the terms ofthenotes and any
secondary market prices of the notes. See "The EstimatedValueof the Notes" in this pricingsupplement.
●THE VALUE OFTHE NOTES AS PUBLISHED BY JPMS (ANDWHICH MAY BE REFLECTED ONCUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THANTHE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR ALIMITEDTIME
PERIOD -
We generally expect thatsome of the costs includedin the originalissue price of the notes willbepartially paid back to you in
connection with any repurchases ofyour notes by JPMS in anamountthatwilldeclineto zeroover an initial predetermined period.
See "Secondary Market Prices of theNotes" in this pricingsupplement for additional informationrelating tothis initial period.
Accordingly, the estimated valueofyour notes duringthis initial periodmay be lower thanthe valueof the notes as publishedby
JPMS (andwhichmay beshownonyour customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILLLIKELY BE LOWER THANTHE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices ofthenotes willlikely be lower than the original issue price of thenotes because, among other
things, secondary market prices take into account our internalsecondary marketfundingrates for structureddebt issuances and,
also, becausesecondary market prices may exclude selling commissions,projectedhedgingprofits,ifany, and estimatedhedging
costs that areincluded in theoriginal issueprice of thenotes. As a result, the price, if any, at which JPMS willbewilling tobuy the
notes fromyouin secondary market transactions, ifat all, is likely to belower than the original issue price. Any sale by youprior to
the Maturity Date could result in a substantialloss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILLBE IMPACTED BY MANY ECONOMIC AND MARKETFACTORS -
The secondary market priceof the notes during their termwill be impacted by a number of economic and market factors, which
may either offsetor magnify eachother, aside from the selling commissions, projectedhedging profits, if any, estimated hedging
costs andthelevels oftheIndices. Additionally, independent pricingvendors and/or third party broker-dealers may publish a price
for thenotes, whichmay also be reflected on customer account statements. This pricemay be different (higher or lower) thanthe
priceof the notes, ifany, at which JPMS may bewillingto purchaseyour notes in the secondary market. See "Risk Factors -
Risks Relating tothe EstimatedValueandSecondary Market Prices of theNotes - Secondary market prices of the notes willbe
impacted by many economic and market factors" in the accompanying product supplement.
The Indices
The NASDAQ-100 Index
®
is amodifiedmarket capitalization-weightedindex of100of the largest non-financialsecurities listedon The
NASDAQ Stock Market based onmarket capitalization. For additionalinformationabout theNASDAQ-100 Index
®
, see "Equity Index
Descriptions - The NASDAQ-100 Index
®
" in the accompanying underlyingsupplement.
The Russell2000
®
Index consists of the middle2,000 companies includedintheRussell 3000E
TM
Index and, as a result oftheindex
calculationmethodology, consists of the smallest 2,000 companies includedin the Russell3000
®
Index. TheRussell2000
®
Index is
designed totrack theperformance of the smallcapitalization segment of the U.S. equity market. For additional information about the
Russell 2000
®
Index, see "Equity Index Descriptions -The RussellIndices" inthe accompanying underlying supplement.
The S&P 500
®
Index consists of stocks of 500 companies selectedto provideaperformancebenchmark for the U.S.equity markets.
For additionalinformationabout theS&P 500
®
Index, see "Equity Index Descriptions -TheS&P U.S. Indices" intheaccompanying
underlyingsupplement.
PS-7| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Historical Information
The followinggraphs set forth the historicalperformance of each Index basedontheweekly historical closinglevels from January 4,
2019 through August 23, 2024. Theclosing level of theNASDAQ-100 Index
®
on August 28, 2024 was 19,350.78. Theclosing level of
the Russell2000
®
Index onAugust 28, 2024was 2,188.635. Theclosing level of theS&P 500
®
Index onAugust 28, 2024was
5,592.18. We obtained theclosing levels aboveandbelow from theBloombergProfessional
®
service("Bloomberg"), without
independentverification.
The historicalclosing levels ofeach Index should not betaken as anindication of future performance, andno assurance canbe given
as to the closing level of any Index onthePricing Date or any ReviewDate. There canbeno assurancethat theperformance of the
Indices will result inthereturnof any of your principalamount or thepayment of any interest.
Historical Performance of theNASDAQ-100Index
®
Source: Bloomberg
Historical Performance of theRussell 2000
®
Index
Source: Bloomberg
PS-8| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Historical Performance of theS&P 500
®
Index
Source: Bloomberg
TaxTreatment
You shouldreviewcarefully the sectionentitled "MaterialU.S. Federal Income Tax Consequences" intheaccompanying product
supplement no.4-I. In determiningour reportingresponsibilities we intend totreat (i) the notes for U.S. federalincometax purposes as
prepaid forward contracts with associatedcontingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in thesection entitled "MaterialU.S.Federal Income Tax Consequences - Tax Consequences to U.S. Holders - Notes
Treatedas Prepaid ForwardContracts with AssociatedContingent Coupons" intheaccompanying product supplement. Based onthe
advice of Davis Polk & Wardwell LLP, our special tax counsel, webelievethat this is a reasonable treatment, but that there areother
reasonabletreatments that theIRS or a court may adopt, inwhichcase the timingand character of any incomeor loss on the notes
could bematerially affected. In addition, in2007Treasury and the IRS released a notice requestingcomments on the U.S. federal
income tax treatment of "prepaid forward contracts" andsimilar instruments. The notice focuses in particular onwhether to require
investors in theseinstruments to accrue income over theterm of their investment. It alsoasks for comments on a number ofrelated
topics, includingthe character of incomeor loss with respect to these instruments andtherelevance offactors suchas thenature ofthe
underlyingproperty to whichthe instruments are linked. While the noticerequests comments onappropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration ofthese issues couldmaterially affect the
tax consequences of aninvestment inthe notes, possibly withretroactiveeffect. The discussions above and inthe accompanying
product supplement donot address theconsequences to taxpayers subject to specialtax accounting rules underSection451(b) of the
Code. You shouldconsult your tax adviser regarding theU.S. federalincometax consequences ofan investment in thenotes, including
possible alternativetreatments andtheissues presentedby the noticedescribed above.
Non-U.S. Holders - Tax Considerations.The U.S. federalincometax treatment ofContingent Interest Payments is uncertain, and
although we believe it is reasonable totake a position that Contingent Interest Payments are not subject toU.S. withholding tax (at
leastifan applicableFormW-8is provided), it is expected that withholdingagents will (and we, ifwe arethewithholding agent, intend
to) withhold on any ContingentInterest Payment paid to a Non-U.S. Holder generally at arate of30% or at areduced rate specified by
an applicableincometax treaty under an "other income" or similar provision.We willnot berequiredto pay any additionalamounts with
respect to amounts withheld.In order to claiman exemption from, or a reduction in, the 30%withholding tax, a Non-U.S. Holder ofthe
notes must comply withcertificationrequirements toestablishthat it is not aU.S. personand is eligible for such an exemption or
reduction under an applicabletax treaty.If youareaNon-U.S. Holder, youshould consult your tax adviser regardingthetax treatment
ofthe notes, includingthe possibility ofobtaininga refund ofany withholdingtax and thecertificationrequirement described above.
PS-9| Structured Investments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
Section871(m) oftheCodeand Treasury regulations promulgatedthereunder ("Section 871(m)") generally imposea30%withholding
tax (unless anincome tax treaty applies) ondividend equivalents paid or deemed paid toNon-U.S. Holders with respect to certain
financial instruments linkedto U.S. equities or indices that include U.S.equities. Section 871(m) provides certain exceptions to this
withholding regime, includingfor instruments linkedto certain broad-basedindices that meet requirements set forth intheapplicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that do not have a deltaofone with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (eachan "Underlying Security").Basedon certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S.Holders. Our determination is not binding ontheIRS, andthe IRS may disagreewith this
determination. Section871(m) is complex andits applicationmay depend on your particular circumstances,includingwhether you enter
into other transactions with respect to an UnderlyingSecurity. If necessary, further informationregardingthepotential applicationof
Section871(m) willbe providedinthepricing supplement for the notes.You shouldconsultyour tax adviser regardingthe potential
applicationof Section 871(m) to the notes.
In the event ofany withholdingonthe notes, wewillnot berequiredto pay any additional amounts with respect toamounts sowithheld.
The Estimated Value oftheNotes
The estimated value of thenotes set forth onthe cover of this pricingsupplement is equalto the sum of the values of the following
hypothetical components: (1) afixed-income debt component with the samematurity as the notes, valued usingthe internalfunding
rate described below, and(2) thederivative or derivatives underlying the economic terms ofthe notes. Theestimatedvalueofthenotes
does not represent a minimumprice at which JPMS would be willing tobuy your notes in any secondary market (if any exists) at any
time. Theinternal fundingrateused in the determination oftheestimated valueofthenotes may differ fromthemarket-implied funding
rate for vanillafixedincomeinstruments ofasimilar maturity issuedby JPMorgan Chase & Co. or its affiliates. Any differencemay be
based on, among other things, our and our affiliates' viewof the fundingvalueof the notes as well as the higher issuance,operational
andongoing liability management costs of the notes in comparison tothose costs for the conventionalfixed income instruments of
JPMorgan Chase & Co. This internal fundingrateis basedon certain market inputs andassumptions, which may proveto beincorrect,
andis intended to approximate the prevailing market replacement funding rate for the notes. The useof aninternalfundingrate and
any potentialchanges to thatrate may haveanadverseeffecton the terms ofthenotes and any secondary market prices of the notes.
For additionalinformation, see "SelectedRisk Considerations - TheEstimatedValueof the Notes Is Derived by Reference toan
Internal Funding Rate" in this pricingsupplement.
The valueofthe derivativeor derivatives underlying the economic terms ofthe notes is derivedfrom internal pricing models of our
affiliates. These models aredependent oninputs such as the traded market prices ofcomparablederivativeinstruments andonvarious
other inputs, some ofwhichare market-observable, andwhich can include volatility, dividend rates, interest rates and other factors, as
well as assumptions aboutfuturemarket events and/or environments. Accordingly,theestimated valueofthenotes is determinedwhen
the terms of the notes are set basedon market conditions and other relevant factors and assumptions existingat that time.
The estimated value ofthe notes does not represent futurevalues ofthenotes and may differ from others' estimates.Different pricing
models and assumptions couldprovide valuations for the notes that are greater than or less thantheestimated value of thenotes.In
addition, market conditions and other relevant factors inthefuturemay change, and any assumptions may proveto be incorrect. On
futuredates, the valueof thenotes could change significantly basedon, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements andother relevant factors, whichmay impact theprice, if any, at
which JPMS would be willing to buy notes from youinsecondary market transactions.
The estimated value of thenotes will belower than the originalissueprice of thenotes becausecosts associated with selling,
structuringandhedgingthe notes areincluded in theoriginalissueprice ofthenotes. Thesecosts includethesellingcommissions paid
to JPMS andother affiliated or unaffiliateddealers, the projectedprofits, ifany, that our affiliates expect to realizefor assuming risks
inherent in hedgingour obligations under the notes and the estimatedcost of hedgingour obligations under the notes. Because
hedging ourobligations entails riskand may be influencedbymarketforces beyond our control,this hedging mayresultin a profit that
is more or less thanexpected, or it may result ina loss. A portion of theprofits, ifany, realized inhedgingour obligations under the
notes may be allowed to other affiliated or unaffiliateddealers,andwe or one or moreofour affiliates willretainany remaining hedging
profits. See"SelectedRisk Considerations -The Estimated Value of theNotes Will Be Lower Thanthe OriginalIssuePrice (Priceto
Public) of the Notes" in this pricing supplement.
PS-10| StructuredInvestments
AutoCallable Contingent Interest Notes Linked tothe Least Performing of
the NASDAQ-100 Index
®
, the Russell 2000
®
Index and the S&P500
®
Index
SecondaryMarket Pricesof the Notes
For informationabout factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relatingto the
EstimatedValueand Secondary Market Prices of the Notes -Secondary market prices of the notes willbe impactedby many
economic and market factors" in the accompanying product supplement. Inaddition, we generally expect that someofthe costs
included intheoriginal issue price ofthenotes willbe partially paidback toyouin connection with any repurchases ofyour notes by
JPMS in anamount that will decline tozeroover an initialpredetermined period. These costs can include selling commissions,
projectedhedging profits,ifany, and, in some circumstances, estimated hedgingcosts andour internalsecondary marketfunding rates
for structureddebt issuances. This initial predetermined time period is intendedto be the shorter ofsix months and one-half of the
stated termof the notes. The length ofany such initial period reflects thestructureof thenotes, whether our affiliates expect to earna
profit in connection with our hedging activities, the estimated costs ofhedging the notes andwhenthesecosts are incurred, as
determined by our affiliates. See "Selected Risk Considerations - The Valueof theNotes as Published by JPMS (and Which May Be
Reflectedon Customer Account Statements) May Be Higher Than the Then-Current Estimated Valueof the Notes for a LimitedTime
Period" inthis pricing supplement.
Supplemental Use ofProceeds
The notes are offeredto meetinvestor demand for products that reflectthe risk-return profileand market exposureprovided by the
notes. See "How theNotes Work" and "Hypothetical Payout Examples" inthis pricing supplement for an illustration oftherisk-return
profile of thenotes and"TheIndices" inthis pricing supplement for a description ofthemarket exposureprovided by the notes.
The originalissuepriceof the notes is equal totheestimated value of thenotes plus theselling commissions paidto JPMS andother
affiliatedor unaffiliateddealers, plus (minus) theprojectedprofits(losses) that our affiliates expect to realizefor assuming risks inherent
in hedgingour obligations under the notes, plus the estimated cost of hedgingour obligations under the notes.
AdditionalTerms Specific to the Notes
You may revoke your offer to purchase thenotes at any timeprior tothetime at which we accept such offer by notifyingtheapplicable
agent. We reserve the right to changethe terms of, or reject any offer topurchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify youand youwillbeasked toaccept such changes inconnection with your purchase.
You may also choose toreject such changes, in whichcasewemay reject your offer to purchase.
You shouldread this pricingsupplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relatingto our Series A medium-term notes ofwhichthesenotes are a part, theaccompanyingprospectus
addendumand the more detailed information contained in the accompanying product supplement andthe accompanying underlying
supplement. This pricingsupplement, together with the documents listedbelow, contains the terms of the notes andsupersedesall
other prior or contemporaneous oralstatements aswellas any other writtenmaterials including preliminary or indicativepricing terms,
correspondence, trade ideas,structures for implementation,samplestructures,fact sheets,brochures or other educational materials of
ours. Youshouldcarefully consider, amongother things, thematters set forth inthe "Risk Factors" sections of theaccompanying
prospectus supplement and theaccompanying product supplement andin Annex A totheaccompanying prospectus addendum,as the
notes involve risks not associated with conventional debtsecurities.We urge you toconsult your investment, legal, tax, accountingand
other advisers before youinvest in thenotes.
You mayaccess thesedocuments ontheSECwebsite at www.sec.gov asfollows(or if such addresshaschanged,by
reviewing our filingsfor therelevant date on the SECwebsite):
●Product supplement no. 4-I datedApril 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
●Underlyingsupplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
●Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
●Prospectus addendum dated June3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK,ontheSEC website is 1665650, andJPMorgan Chase& Co.'s CIK is 19617. As used inthis pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.