JPMorgan Chase & Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 05:05
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcompleteandmaybe changed. This preliminarypricing supplement is not an
offer to sell nor does it seek anoffer to buythese securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 31,2024
November, 2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-I dated 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
Uncapped Digital Barrier Notes Linked to the Least
Performing of the Dow Jones Industrial Average®, the
Russell 2000® Index and the S&P 500® Index due
May 13, 2030
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek uncapped, unleveraged exposure to any appreciation of the least performing
of the Dow Jones Industrial Average®, the Russell 2000® Index and the S&P 500® Index, which we refer to as the Indices, at
maturity, subject to acontingent minimum return of at least 61.50%, which we refer to as the Contingent Digital Return.
●Investors should be willing to forgo interest anddividend payments and be willing to lose some or all of their principal
amount at maturity.
●The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments onthenotes are not linkedto abasket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as describedbelow.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on or about November 8, 2024 and are expected tosettle on or about November 14, 2024.
●CUSIP: 48135VHC5
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-3 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission hasapproved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)(2)
Feesand Commissions(2)(3)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the components of the price to publicof the notes.
(2) Withrespecttonotes soldto certainfeebasedadvisoryaccounts forwhichanaffiliated orunaffiliatedbroker dealerisaninvestment
adviser,the price to thepublicwill notbe lower than $966.50 per $1,000 principal amount note.J.P.MorganSecuritiesLLC,whichwe refer
to asJPMS, andthese broker dealers willforgo any selling commissions relatedto thesesales. See "Plan ofDistribution (Conflictsof
Interest)" in theaccompanyingproduct supplement.
(3)With respectto notessoldto brokerageaccounts, JPMS,acting asagent for JPMorgan Financial, will pay all of theselling commissions it
receivesfrom us tootheraffiliated or unaffiliateddealers. In noeventwillthese sellingcommissionsexceed$33.50per$1,000principal
amount note. See "Plan ofDistribution (Conflicts of Interest)"in theaccompanyingproductsupplement.
If the notespriced today, the estimatedvalue of thenoteswouldbe approximately$943.10 per $1,000 principal amount
note. Theestimatedvalue ofthenotes, whentheterms of thenotesareset, willbe providedinthepricing supplement and
will not be less than $920.00 per $1,000 principal amount note. See"The Estimated Value of theNotes"in thispricing
supplement for additional information.
Thenotes are not bankdeposits, are not insuredbytheFederal Deposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand 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 Dow Jones Industrial Average® (Bloomberg
ticker: INDU), the Russell2000® Index (Bloomberg ticker:
RTY) and the S&P 500®Index (Bloomberg ticker: SPX) (each
an "Index" and collectively, the "Indices")
Contingent Digital Return:At least 61.50% (to be provided
in the pricing supplement)
Barrier Amount: With respect to each Index, 70.00% of its
Initial Value
Pricing Date:On or about November 8, 2024
Original Issue Date (Settlement Date):On or about
November 14, 2024
ObservationDate*:May8, 2030
Maturity Date*:May13, 2030
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date - Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying
product supplement
Paymentat Maturity:
If theFinal Valueof each Index is greater than or equal to its
Initial Value, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × greater of (a) Contingent Digital Return
and (b) Least Performing Index Return)
If theFinal Valueof any Indexis less than its Initial Value but
the Final Value of each Index is greater than or equal to its
Barrier Amount, you will receive theprincipal amount of your
notes at maturity.
If theFinal Valueof any Indexis less than its Barrier Amount,
your payment at maturity per $1,000principal amount note will
be calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If theFinal Valueof any Indexis less than its Barrier Amount,
you willlose more than 30.00% of your principal amount at
maturityand couldlose 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 onthe ObservationDate
PS-2| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand 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 eventof
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table illustrates the hypothetical total return and payment at maturity on the noteslinked to three hypothetical Indices. The
"total return" as used in thispricing supplement is the number, expressed asa percentage, that results fromcomparing the payment at
maturityper $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume the following:
●the notes were sold solely to brokerage accounts;
●an Initial Value for the Least Performing Index of 100.00;
●a Contingent Digital Return of 61.50%; and
●a Barrier Amount for the Least Performing Index of 70.00 (equal to 70.00%of its hypothetical Initial Value).
The hypothetical Initial Value of the Least Performing Index of 100.00 hasbeen chosen for illustrativepurposes only and maynot
represent a likely actual Initial Valueof any Index. The actual Initial Value of each Index will be the closinglevel of that Index on the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please
see the historicalinformationset forth under "The Indices" in thispricing supplement.
Each hypothetical total return or hypotheticalpayment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the following table have
been rounded for easeof analysis.
Final Value of the
Least Performing
Index
Least Performing
Index Return
Total Returnon the Notes
Payment at Maturity
180.00
80.00%
80.00%
$1,800.00
165.00
65.00%
65.00%
$1,650.00
161.50
61.50%
61.50%
$1,615.00
150.00
50.00%
61.50%
$1,615.00
140.00
40.00%
61.50%
$1,615.00
130.00
30.00%
61.50%
$1,615.00
120.00
20.00%
61.50%
$1,615.00
110.00
10.00%
61.50%
$1,615.00
105.00
5.00%
61.50%
$1,615.00
101.00
1.00%
61.50%
$1,615.00
100.00
0.00%
61.50%
$1,615.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
69.99
-30.01%
-30.01%
$699.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-3| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand the S&P 500®Index
How the Notes Work
Upside Scenario:
If theFinal Valueof each Index is greater than or equal to its Initial Value, investors will receive at maturity the$1,000principal amount
plusa returnequal to the greater of (a) the Contingent DigitalReturn of at least 61.50% and(b) the Least PerformingIndex Return.
●Assuming ahypothetical Contingent Digital Return of 61.50%, if the closing levelof the Least Performing Index increases 5.00%,
investors will receive at maturity a 61.50% return, or $1,615.00 per $1,000 principal amount note.
●Assuming a hypothetical Contingent Digital Returnof 61.50%, if the closing levelof the Least Performing Index increases75.00%,
investors will receive at maturity a 75.00% return, or $1,750.00 per $1,000 principal amount note.
Par Scenario:
If theFinal Valueof any Indexis less than its Initial Value but the Final Value of each Indexis greater than or equal toits Barrier
Amount of 70.00% of its Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If theFinal Valueof any Indexis less than its Barrier Amount of 70.00%of its Initial Value, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value of theLeast PerformingIndex is less than its Initial Value.
●For example, if the closing level of the Least Performing Index declines 60.00%, investorswill lose 60.00% of their principal amount
and receive only $400.00 per $1,000 principal amount note at maturity.
The hypothetical returnsand hypotheticalpayments on the notesshown above apply onlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsandhypothetical paymentsshown above would likely be lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus 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 Final Value of any Index is lessthan its Barrier Amount, you will lose 1%
of theprincipal amount of your notes for every 1% that the Final Value of the Least Performing Index is less than its InitialValue.
Accordingly, under these circumstances, you will lose morethan 30.00% of your principalamount at maturity and could lose all of
your principal amount at maturity.
●YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE ON THE OBSERVATION DATE-
If theFinal Valueof any Indexis less than its Initial Value, you will not be entitled to receive the Contingent Digital Return at
maturity.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
changein our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined 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 may not receive any amounts owed to youunder the notes and you could loseyour entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake 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 nota key operating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible that hedging or trading
activities of ours or our affiliates in connection with the 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 DOW JONES INDUSTRIAL
AVERAGE® AND THE S&P 500® INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the Dow Jones Industrial Average® or thelevelof the S&P 500®Index.
PS-4| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand 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 ontheir stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse marketconditions.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance byany of the Indices over thetermof the notesmay negatively affect your payment at maturity
and will not be offset or mitigated by positive performance byanyother Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If theFinal Valueof any Indexis less than its Barrier Amount, the benefit provided bythe Barrier Amount will terminate and you will
be fully exposed to any depreciation of the Least PerformingIndex.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
●LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, 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 the estimated value of the notes and the
Contingent Digital Return.
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
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 pricingsupplement.
●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 inan amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in thispricingsupplementfor additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring this initial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket pricesof the notes will likely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, if any, projected hedging profits, if any, and estimated
hedging costs that are included in the originalissue price of the notes. As a result, the price, if any, at which JPMS willbe willing to
buy the notes from you in secondary market transactions, if at all, is likely to be lower thanthe original issue price. Anysale byyou
prior to the Maturity Date could result in asubstantial loss to you.
PS-5| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand the S&P 500®Index
●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, if any, projected hedging profits, if any, estimated
hedging costsand the levels of the Indices. Additionally, independent pricingvendors and/or third party broker-dealers may publish
a price for the notes, which may also be reflected oncustomer account statements. This price may be different (higher or lower)
than the price of the notes, if any, at whichJPMS may be willing to purchaseyour notesin the secondary market. See "Risk
Factors - Risks Relating to the Estimated Value and SecondaryMarket Pricesof the Notes - Secondarymarket prices of the
notes will beimpactedbymany economic and market factors" in the accompanying product supplement.
The Indices
The Dow Jones Industrial Average®consistsof 30 common stockschosen as representative of the broad market of U.S. industry. For
additional information about the Dow Jones Industrial Average®, see "Equity Index Descriptions-The Dow Jones Industrial Average®"
in the accompanying underlying supplement.
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 capitalizationsegment of the U.S.equitymarket. For additional information about the
Russell2000®Index, see "Equity Index Descriptions -The Russell 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 fromJanuary4,
2019 through October 25, 2024. The closing level of the Dow Jones Industrial Average®onOctober 31, 2024 was 41,763.46. The
closing level of the Russell2000® Index on October 31, 2024 was2,196.652. The closinglevel of the S&P 500® Index on October 31,
2024 was 5,705.45. 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 indicationof future performance, and noassurance can be given
as to theclosing level of any Index on the Pricing Date or the Observation Date. There can be no assurance that the performance of
the Indices will result in the return of any of your principal amount.
Historical Performance of the DowJones Industrial Average®
Source: Bloomberg
Historical Performance of the Russell 2000® Index
PS-6| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand the S&P 500®Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal incometax consequences of owning and disposing of notes.
PS-7| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand the S&P 500®Index
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefully described in "Material U.S. FederalIncome Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assumingthis treatment is respected, the gainor losson your notes should be treated aslong-term
capitalgain or loss if you hold your notes for more than a year, whether or not you are an initialpurchaser of notes at theissue price.
However, the IRS or acourt may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adverselyaffected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal incometax treatment of "prepaid forward contracts" and similar instruments. The noticefocuses in particular on whether to
require investors in theseinstruments to accrue income over the term of their investment. It also asks for comments on anumber of
related topics, including thecharacter of income orloss with respect to theseinstruments; the relevanceof factorssuch asthe natureof
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandatedaccruals)
realizedbynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should be subject tothe
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certainlong-termcapital gain as ordinary income
and impose a notional interest charge. While the noticerequestscomments onappropriate transition rulesand effective dates, any
Treasury regulationsor other guidance promulgated after consideration of these issues could materiallyand adversely affect the tax
consequences of an investment in the notes, possibly with retroactive effect. You should consult your taxadviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresentedby
thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked 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 theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthescope of Section 871(m) instruments issuedprior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source 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, and the IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydependon your particular circumstances, including whether you enter
intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potentialapplication of
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalueof the notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may be
based on, among other things, our and our affiliates'view of 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 incomeinstruments 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.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondary market transactions.
PS-8| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand the S&P 500®Index
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 commissions, if
any, paid to JPMS andother affiliated or unaffiliated dealers,the projected profits, if any, that our affiliatesexpect to realize for
assuming risks inherent in hedgingour obligations under thenotes and the estimated cost of hedging our obligations under the notes.
Becausehedgingour obligations entails risk and maybe influenced bymarket forces beyond our control, this hedging may result in a
profit that ismore or less than expected, or it mayresult in aloss. A portion of the profits, if any, realized in hedging our obligations
under the notes sold to brokerage accounts may be allowedto 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 Valueof 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 be impacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of thecosts
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions, if any,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. Thisinitial predetermined timeperiod is intended to betheshorter of sixmonthsandone-half of the
stated term of thenotes. Thelengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations-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 aLimited Time
Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-returnprofile
of thenotes and "The Indices" in this pricing supplement for a description of themarket exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions, if any, paid to JPMS 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 the notes, plus theestimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
With respect to notes sold to certain fee-based advisory accountsfor which an affiliated or unaffiliated broker-dealer is an investment
adviser, the price to the publicwill not be lower than $966.50 per $1,000 principalamount note.JPMS and these broker-dealers will
forgo anyselling commissions related to these sales.See "Plan of Distribution (Conflicts of Interest)" in the accompanyingproduct
supplement.
With respect to notes sold to brokerage accounts, JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions
it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed$33.50 per $1,000
principal amount note.See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying theapplicable
agent. We reserve the right to change the terms of, or rejectanyoffer to purchase, the notes prior totheir issuance. In the event of any
changes to the terms of the notes, we will notifyyou and youwill be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
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 materials of
ours. You shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-9| Structured Investments
Uncapped Digital BarrierNotesLinked totheLeast Performingof the Dow JonesIndustrial
Average®, theRussell2000®Indexand the S&P 500®Index
You may accessthesedocuments onthe SEC websiteat www.sec.gov asfollows (or if such addresshas changed, by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13,2023:
●Prospectus addendum dated June 3, 2024:
Our CentralIndex Key,orCIK, on the SEC website is1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.