JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 09:31
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcompleteandmaybe changed. This preliminary pricing supplementis 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 30,2024
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 Contingent Interest Notes Linked to the Least
Performing of the Nasdaq-100® Technology Sector IndexSM, the
Russell 2000® Index and the S&P 500® Index due May 28, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each Review Date for which
the closing levelof each of the Nasdaq-100®Technology Sector IndexSM, the Russell 2000® Index and the S&P 500®Index,
which we refer toas the Indices, is greater thanor equal to 70.00% of its Initial Value, which we refer to as an Interest
Barrier.
●The notes will beautomatically called if the closing levelof each Index on any Review Date (other than the final Review
Date) is greater than or equal to its Initial Value.
●Investors should be willing toaccept the riskof losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., 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:48135VDK1
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2of 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 the adequacyof thispricingsupplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the components of the price to public ofthenotes.
(2) J.P. Morgan SecuritiesLLC, which we referto asJPMS, acting asagentfor JPMorgan Financial,will payallof the sellingcommissions it
receivesfromusto other affiliated orunaffiliated dealers. Inno eventwillthese selling commissions exceed$7.50per$1,000 principal
amount note. See "Plan ofDistribution (Conflicts of Interest)"in theaccompanyingproductsupplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$969.70 per $1,000principal amount
note. Theestimatedvalue ofthenotes, whenthe terms of thenotesareset, willbe providedinthepricing supplement and
will not be less than $900.00 per $1,000 principal amount note. See"TheEstimated Valueof the Notes"inthis pricing
supplement for additional information.
Thenotesarenot bankdeposits, arenot insured by the Federal Deposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices:The Nasdaq-100®Technology Sector IndexSM
(Bloombergticker: NDXT), the Russell2000® Index (Bloomberg
ticker: RTY) and the S&P 500® Index (Bloomberg ticker: SPX)
(each an "Index" andcollectively, the "Indices")
Contingent Interest Payments:
If thenotes have not been automatically called and the closing
level of each Index onany Review Date is greater than or equal
to its Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to between $22.50 and
$27.50 (equivalent to a Contingent Interest Rate of between
9.00%and 11.00% per annum, payable at a rate of between
2.25%and 2.75% per quarter) (to be provided in the pricing
supplement).
If theclosing level of any Index on any Review Date is lessthan
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent Interest Rate: Between 9.00%and 11.00%per
annum, payableat a rateof between 2.25% and 2.75% per
quarter (to be provided in the pricingsupplement)
Interest Barrier/Trigger Value: 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 Dates*:February24, 2025, May 22, 2025, August 22,
2025, November 24, 2025, February 23, 2026 and May 22,
2026 (final Review Date)
Interest Payment Dates*:February 27, 2025, May 28, 2025,
August 27, 2025, November 28, 2025, February 26, 2026 and
the Maturity Date
Maturity Date*: May28, 2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date (other than the final Review Date), the first
Interest Payment Date immediately following that Review Date
* Subjectto postponement in theevent ofa market disruption eventand
as described under "General Terms of Notes-Postponement ofa
Determination Date -NotesLinked to Multiple Underlyings" and
"General TermsofNotes-Postponement ofa PaymentDate" inthe
accompanyingproductsupplement
Automatic Call:
If theclosing level of each Index on any Review Date (other
than the final Review Date) is greater than or equal toits Initial
Value, thenotes will be automatically called for acash payment,
for each $1,000 principal amount note, equal to (a) $1,000 plus
(b) the Contingent Interest Payment applicable to that Review
Date, payableon the applicable Call Settlement Date. No
further payments will bemade on the notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueof eachIndex is greaterthan or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review
Date.
If thenotes have not been automatically called and the Final
Valueof any Index is less than its Trigger Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If thenotes have not been automatically called and the Final
Valueof any Index is less than its Trigger Value, you will lose
more than30.00%of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Index:The Index with the Least Performing
Index Return
Least Performing Index Return:The lowest 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, the closing level of
that Index onthe Pricing Date
Final Value:With respect to each Index, the closing level of
that Index onthefinal Review Date
PS-2| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement 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.
How the Notes Work
Payments in Connectionwith Review Dates Preceding the Final Review Date
Review Dates Preceding the Final Review Date
Initial
Value
Compare the closing level of each Index to its Initial Value and its Interest Barrier on each Review Date until the final
Review Date or any earlier automatic call.
The closing level of
each Index is
greater thanor
equal to its Initial
Value.
AutomaticCall
The notes will be automatically called on the applicable Call Settlement Date, and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review
Date.
No further payments will be made on the notes.
The closing level of
any Index isless
than its Initial
Value.
No
Automatic
Call
The closing level of
each Index is greater
than or equal to its
Interest Barrier.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing level of any
Index is less than its
Interest Barrier.
No Contingent Interest Payment will be
made withrespect to the applicable
Review Date.
Proceed to the next Review Date.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Payment atMaturity
The notes are not
automatically called.
The Final Value of each Index isgreater than
or equal to its Trigger Value.
You will receive (a) $1,000plus (b) the
Contingent Interest Payment applicable
to the final Review Date.
Proceed to maturity
The Final Value of any Index is less than its
Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Index Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
PS-3| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedon a hypotheticalContingent Interest Rate of 9.00% per annum, depending onhow many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
between 9.00% and 11.00% per annum.
Numberof Contingent
InterestPayments
Total Contingent Interest
Payments
6
$135.00
5
$112.50
4
$90.00
3
$67.50
2
$45.00
1
$22.50
0
$0.00
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to threehypothetical Indices, assuming a range of performances for the
hypothetical Least Performing Index on the Review Dates. Each hypothetical payment set forth belowassumes that the closing
level of each Index that isnot the Least Performing Index on each Review Date is greater than or equal to its Initial Value(and
therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
●an Initial Value for the Least PerformingIndex of 100.00;
●an Interest Barrier and a Trigger Value for the Least Performing Indexof 70.00 (equal to 70.00% of its hypothetical Initial
Value); and
●a Contingent Interest Rate of 9.00% per annum (payable at a rate of 2.25% per quarter).
The hypothetical Initial Value of theLeast Performing Index of 100.00 hasbeen chosen for illustrative purposes only andmaynot
represent a likely actual Initial Valueof any Index.
The actual Initial Value of eachIndex will be the closing level of that Index on the Pricing Date and will be provided in thepricing
supplement.For historical data regarding the actual closing levels of each Index, please see thehistorical information set forth under
"The Indices" in thispricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of thenotes. Thenumbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes are automaticallycalled on the first Review Date.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
105.00
$1,022.50
Total Payment
$1,022.50(2.25% return)
Because theclosing level of each Index on the first Review Date is greater than or equal to its Initial Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,022.50 (or $1,000 plusthe Contingent Interest
Payment applicable to the first Review Date), payable onthe applicable Call Settlement Date. No further payments willbe made on the
notes.
PS-4| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Example 2 - Notes have NOT been automatically called and the Final Value of the Least Performing Index is
greater than or equal to its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
95.00
$22.50
Second Review Date
85.00
$22.50
Third through Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,022.50
Total Payment
$1,067.50(6.75% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Index is greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principalamount note, will be $1,022.50 (or $1,000 plus the Contingent Interest
Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with respect to the prior
Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,067.50.
Example 3 - Notes have NOT been automatically called and the Final Value of the Least Performing Index is less
than its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principal amount note)
First Review Date
60.00
$0
Second Review Date
65.00
$0
Third through Fifth
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 been automaticallycalled, the Final Value of theLeast Performing Index isless than itsTrigger Value and
the Least Performing Index Return is -40.00%, the payment at maturity will be$600.00 per $1,000principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-40.00%)] = $600.00
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 expensesthat would be associated with anysale in the
secondarymarket. If thesefees and expenses wereincluded, the hypothetical 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 anyIndex
is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Valueof the Least
Performing Index is less than its Initial Value. Accordingly, under these circumstances, youwill lose more than 30.00% of your
principal amount at maturity and could lose allof your principal amount at maturity.
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-
If thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing levelof each Index on that Review Date is greater than or equalto its Interest Barrier. If the closinglevel of any Index
on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Accordingly, if the closing level of any Index oneach Review Date is lessthan its Interest Barrier, you will not receive anyinterest
payments over the termof thenotes.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors aredependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
PS-5| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our 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 to meet 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 have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of any Index, whichmay be significant. You will not participate inany appreciation of any Index.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates whilethe
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 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 S&P 500® Index.
●AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to paydividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse marketconditions.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSM-
The non-U.S. equitysecurities included in the Nasdaq-100®Technology Sector IndexSMhave beenissued by non-U.S. companies.
Investments in securities linked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries
and/or thesecurities marketsin thehome countries of the issuersof those non-U.S. equitysecurities. Also, with respect to equity
securities that are not listed in the U.S.,there is generally less publicly available information about companies in some of these
jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC.
●RISKS ASSOCIATED WITH THE TECHNOLOGY SECTOR WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR
INDEXSM-
All or substantially all of the equitysecurities included in the Nasdaq-100® Technology Sector IndexSMare issuedbycompanies
whoseprimaryline of business is directlyassociated with the technology sector. As a result, the value of the notes may be subject
to greater volatility and be more adversely affected by asingle economic, political or regulatory occurrence affecting this sector
than a different investment linked to securities of a more broadlydiversified group of issuers. Thevalue of stocksof technology
companiesand companies that rely heavilyon technology isparticularly vulnerable to rapidchanges in technology product cycles,
rapidproduct obsolescence, government regulation and competition,both domestically and internationally, including competition
from foreign competitors with lower productioncosts. Stocks of technology companies and companies that rely heavily on
technology, especially those of smaller, less-seasoned companies, tend tobe more volatilethan the overall market.Technology
companiesare heavily dependent on patent and intellectual property rights, the lossor impairment of which may adversely affect
profitability. Additionally, companies in the technology sector mayface dramaticand often unpredictable changes in growth rates
and competition for theservices of qualified personnel. These factorscould affect the technology sector andcouldaffect the value
of theequity securities included in the Nasdaq-100®Technology Sector IndexSMand the levelof the Nasdaq-100®Technology
Sector IndexSM during the term of the notes, which may adversely affect the value of your notes.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX-
Payments onthenotes are not linkedto abasket composed of theIndices and are contingent upon the performance of each
individualIndex. Poor performance byany of the Indices over the termof the notesmay result in the notesnot being automatically
called on a Review Date, maynegativelyaffect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturityand willnot be offset or mitigated bypositive performance by any other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueof any Indexis less than its Trigger Value and the noteshave not been automatically called, the benefit provided
by the Trigger Value will terminate and you willbe fully exposed to any depreciation of the Least Performing Index.
PS-6| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® 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 three monthsand you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is noguarantee that you would be
ableto reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, youare not entitled to any fees and commissions
described on the front cover of this pricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
●LACK OF LIQUIDITY-
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which you maybe able to trade your notesis likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-termtrading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Contingent Interest Rate.
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated value of the notes is only an estimate determined by reference to several factors. The original issue priceof the
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costsinclude theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period maybe 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 pricesof thenotes willlikely be lower than the original 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 secondary market prices may exclude sellingcommissions, 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 tobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the original issueprice. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedging profits, if any, estimatedhedging
costs and the levels of the Indices. Additionally, independentpricingvendors and/or third party broker-dealersmay publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS 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 prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
PS-7| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
The Indices
The Nasdaq-100®Technology Sector IndexSMis an equal-weighted, price-return indexdesigned to measure the performanceof the
technologycompanies in the Nasdaq-100 Index®.For additional information about the Nasdaq-100® Technology Sector IndexSM, see
Annex A inthis pricingsupplement.
The Russell 2000® Index consistsof the middle 2,000 companies included in the Russell3000ETMIndex and, asa result of theindex
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell 2000®Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket. For additional information about the
Russell2000®Index, see "Equity Index Descriptions -TheRussell Indices" in the accompanying underlying supplement.
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlyingsupplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels fromJanuary 4,
2019 through October 25, 2024. The closing level of the Nasdaq-100® Technology Sector IndexSM on October 29, 2024 was 10,745.33.
The closing levelof the Russell 2000® Index on October 29,2024 was 2,238.089. The closing level of the S&P 500®Index on October
29, 2024 was 5,832.92. We obtained the closing levels above and below from the Bloomberg Professional®service ("Bloomberg"),
without independent verification.
The historical closing levels of each Indexshould not be taken asan indication of future performance, and noassurance can be given
as to theclosing level of any Index on the Pricing Date or any Review Date. There can beno assurance that the performance of the
Indices will result in the returnof any of your principal amount or the payment of any interest.
Historical Performance of the Nasdaq-100® Technology Sector IndexSM
Source: Bloomberg
PS-8| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Historical Performance of the Russell 2000®Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
PS-9| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanyingproduct
supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-Tax Consequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on thenotes
could be materially affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in theseinstrumentsto accrue income over the term of their investment. It also asks for commentsona number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors such as thenature of the
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income taxconsequencesof an investment in the notes, including
possible alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders- Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholdingtax (at
least if an applicable Form W-8 isprovided), it is expected that withholding agents will (andwe, if we are the withholding agent, intend
to) withhold onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicable incometax treaty under an "other income" or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claiman exemptionfrom, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for suchan exemption or
reduction under an applicable tax treaty. Ifyou are a Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydepend on 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.
In theevent of any withholding on the notes, we will not be required topayany additional amounts with respect to amounts so withheld.
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 minimumprice 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 maturityissued by JPMorgan Chase & Co. or its affiliates. Anydifference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liabilitymanagement costs of thenotesin comparison tothose costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, 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-10| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
The value of the derivative or derivatives underlying theeconomic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptionsexisting 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 changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondary market transactions.
The estimated value of the notes will be lower than the original issue priceof the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costsinclude the selling commissionspaid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming risks
inherent in hedging our obligations under the notesandtheestimated cost of hedging our obligationsunder 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 portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations- The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to
Public) of the Notes" in this pricing 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 declineto zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. Thisinitial predetermined time period is intended to be the shorter of sixmonths andone-half of the
stated term of thenotes. Thelengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect to earn a
profit in connection withour hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations-The Value of the Notes as Published by JPMS (and Which May Be
Reflectedon Customer Account Statements) May Be Higher Thanthe 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-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplement for an illustration of the risk-return
profile of the notes and "The Indices" in thispricing supplement for a description of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions 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 topurchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or rejectanyoffer to purchase, the notes prior to their issuance. In the event ofany
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-11| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
You should read thispricing supplement together with the accompanying prospectus, as supplementedbytheaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the 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 materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You shouldcarefullyconsider, among other things, the mattersset forth in 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 address haschanged, 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, ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.
PS-12| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
Annex A
The Nasdaq-100® Technology Sector IndexSM
All information contained in this pricing supplement regarding the Nasdaq-100® Technology Sector IndexSM, including, without limitation,
itsmake-up, method of calculationandchanges in its components, has been derived frompublicly available information, without
independent verification. This information reflects thepolicies of, and issubject to change by, The Nasdaq StockMarket, Inc.
("Nasdaq"). The Nasdaq-100® Technology Sector IndexSM was developed by Nasdaq and is calculated, maintained and published by
The Nasdaq OMX Group, Inc. ("Nasdaq OMX"). Neither Nasdaq nor Nasdaq OMX has any obligation to continue to publish, andmay
discontinue publicationof, the Nasdaq-100® Technology Sector IndexSM.
The Nasdaq-100®Technology Sector IndexSM began on February22, 2006 at a base value of 1,000.00. The Nasdaq-100® Technology
Sector IndexSMis reported byBloomberg, L.P. under the ticker symbol "NDXT."
The Nasdaq-100®Technology Sector IndexSMis an equal-weighted, price-return indexdesigned to measure the performanceof the
technologycompanies in the Nasdaq-100 Index®.
Security Eligibility Criteria
The Nasdaq-100®Technology Sector IndexSMcontainssecurities of the Nasdaq-100 Index® which are classified as Technology
according to the Industry Classification Benchmark ("ICB"). The eligibility for the Nasdaq-100® Technology Sector IndexSM is
determined in a 2-step process and the security has to meetboth criteria in order to become eligible for the Nasdaq-100®Technology
Sector IndexSM. For additional informationabout the Nasdaq-100 Index®, including themethodology for inclusion in the Nasdaq-100
Index®, see "Equity Index Descriptions -The Nasdaq-100Index®" intheaccompanying underlying supplement.
Parent Index
The security must be included in the Nasdaq-100 Index®, which includes 100 of the largest domestic and international non-financial
companieslisted on the Nasdaq.
Industryor Sector Eligibility
The company must beclassified as a TechnologyCompany (anycompanyclassified under the TechnologyIndustry) according to ICB.
Constituent Selection
All securities that meet the applicable Security Eligibility Criteria described above are included in the Nasdaq-100®Technology Sector
IndexSM.
Constituent Weighting
The Nasdaq-100®Technology Sector IndexSMemploys an equal weighting methodologysuch that each company'sIndex market value
is rebalanced quarterlyto an equal-dollar value corresponding to an equalpercent weight of the Nasdaq-100® Technology Sector
IndexSM's aggregate market value. Index Shares are calculated by dividingthis equal-dollar market value for each Index Security by
the corresponding Last Sale Priceof the security at theclose of trading on the thirdFridayin March, June, September, and December.
In thecase of multiple share classes of acompany being includedin the Nasdaq-100® Technology Sector IndexSM, the equal-weighted
market value will be divided equally among the securities of that company.
Index Calculation
The Nasdaq-100®Technology Sector IndexSMis an equal weighted, price return index. The Nasdaq-100®Technology Sector IndexSM
is calculated without regard to ordinary dividends, however, it does reflect specialdividends. The formula isas follows:
(1)
"IndexMarket Value" shall be calculated as follows:
"Index Security" shall mean asecurity that has been selected for membership in the Nasdaq-100® Technology Sector IndexSM,
having met all applicable eligibility requirements.
n = Number of Index Securities included in the Nasdaq-100® Technology Sector IndexSM
qi = Number of shares of Index Security iapplied in the Nasdaq-100® Technology Sector IndexSM.
pi = Pricein quote currency of Index Security i. Depending on the time of thecalculation, the price can be either of the following:
PS-13| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
a.
The Start of Day (SOD) price which is the previous index calculation day's (t-1) closing price for Index Security iadjusted
for corporate action(s) occurring prior tomarket open on date t, ifany, for the SOD calculation only;
b.
The intraday price which reflects the current tradingprice received from the Nasdaq during the index calculation day;
c.
The End of Day (EOD) price refersto the Last Sale Price, which refers to the last regular-way trade reported on Nasdaq;
or
d.
The Volume Weighted Average Price (VWAP)
t = current indexcalculation day
t-1 = current index calculation day
(2)
"PR Index Divisor" should be calculated as follows:
The Index Divisor serves the purpose of scaling an Index Market Value to lower order of magnitude, which is recommended for
reporting purposes. The IndexDivisor is adjusted to ensure that changesinan Index Security's price or shares either by corporate
actions or index participation whichoccur outside of trading hours do not affect the index value. An Index Divisor changeoccursafter
the close of the Nasdaq-100®Technology Sector IndexSM.
Index Maintenance
Deletion Policy
If a component of the Nasdaq-100® Technology Sector IndexSMis removedfrom the Nasdaq-100 Index® for any reason, it is also
removedfromthe Nasdaq-100® Technology Sector IndexSMat the same time.
Replacement Policy
Whena component of the Nasdaq-100 Index® that is classified as Technology according to ICB is removed from the Nasdaq-100
Index, it isalso removedfrom the Nasdaq-100 Technology Sector Index. As such, if the replacement company beingadded to the
Nasdaq-100 Index®isclassified asTechnology according to ICB, it is added to the Nasdaq-100® Technology Sector IndexSMand will
assume the weight of the removed company on the Index effective date.
Whena component of the Nasdaq-100 Index® that is not classified as Technology according to ICB is removed and the replacement
company being added to the Nasdaq-100 Indexisclassifiedas Technologyaccording to ICB, the replacement company is considered
for addition to the Nasdaq-100 Technology Sector Index at the next quarterly Rebalance. When acomponent of the Nasdaq-100 Index
that is classified as Technology according to ICB is removed from the Nasdaq-100 Indexand the replacement company beingadded to
the Nasdaq-100 Index®isnot classified as Technology according to ICB, thecompany is removed from the Nasdaq-100®Technology
Sector IndexSM and the divisor of the Nasdaq-100®Technology Sector IndexSM is adjusted to ensure Index continuity.
Additions Policy
If a security is added to the Nasdaq-100Index® for any reason, it may beadded to the Nasdaq-100® Technology Sector IndexSMat the
same time.
Corporate Actions
In theinterim periods between scheduledindex reconstitution and rebalance events, individual Index securitiesmay be the subject to a
varietyof corporate actions and events that require maintenanceand adjustments to the Index.
In certain cases, corporateactionsandeventsare handledaccording to the weightingscheme or other indexconstruction techniques
employed. Wherever alternate methods are described, theIndex will follow the "Non-Market Cap Corporate Action Method."
Index Share Adjustments
Other than as a direct result of corporateactions, the Nasdaq-100® Technology Sector IndexSMdoes not normally experienceshare
adjustments betweenscheduled index rebalance and reconstitution events.
License Agreement
JPMorgan Chase & Co. or its affiliate intends toenter into anon-exclusive licenseagreement with Nasdaqproviding for the license to it
and certain of its affiliates or subsidiaries, including JPMorgan Financial, witha non-exclusive license and, for a fee, with the right to use
the Nasdaq-100® TechnologySector IndexSM in connection with certain securities, including the notes.
The license agreement with Nasdaq providesthat thefollowing language must be statedin this pricing supplement:
PS-14| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100®TechnologySector IndexSM,theRussell 2000®Index and
the S&P 500® Index
The notes arenot sponsored, endorsed, sold or promoted by Nasdaq Inc. or its affiliates (Nasdaq, with its affiliates, are referred to as
the "Corporations"). The Corporationshave not passed on the legalityor suitability of, or the accuracy or adequacy of descriptions and
disclosures relating to, the notes. The Corporations make no representation or warranty, expressor implied, to the owners of the notes
or any member of the public regarding the advisability of investing in securities generally or in the notesparticularly, or the ability of the
Nasdaq-100® Technology Sector IndexSMto track generalstockmarket performance. The Corporations' only relationship to the Issuer,
the Guarantor (if applicable) and their affiliates is in the licensing of Nasdaq®, Nasdaq-100®and Nasdaq-100 Index® registered
trademarks, service marks and certain trade names of the Corporations and the use of theNasdaq-100®Technology Sector IndexSM
which isdetermined, composed and calculated by Nasdaq without regard to the Issuer or the Guarantor (if applicable) or the notes.
Nasdaq has no obligation to take the needs of the Issuer or the Guarantor (if applicable) or the ownersof the notesinto consideration in
determining, composing or calculating the Nasdaq-100® TechnologySector IndexSM. The Corporations are not responsible for and
have not participated in the determination of the timing of,pricesat, or quantities of thenotes to be issued or in the determination or
calculation of the equation bywhich thenotes are to be convertedinto cash. The Corporationshave no liability in connection with the
administration, marketingor trading of the notes.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-
100® TECHNOLOGY SECTOR INDEXSM OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE GUARANTOR (IF APPLICABLE), OWNERS
OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100® TECHNOLOGY SECTOR
INDEXSM OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE NASDAQ-100® TECHNOLOGY SECTOR INDEXSMOR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.