JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 13:54
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes it seek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion datedOctober 31,2024
November ,2024 RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-I dated April13, 2023, underlying supplement no. 5-IIdatedMarch5,2024,
the prospectus andprospectus supplement, each dated April 13, 2023, andtheprospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the
MerQube US Tech+ Vol Advantage Indexdue November 28,
2029
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek a Contingent Interest Payment with respect to each Review Date for
which theclosing level of theMerQube US Tech+ Vol Advantage Index, which we refer toas the Index,isgreater than or
equal to 70.00% of the Initial Value, which we refer to as the Interest Barrier.
•Thenotes will be automatically calledif theclosing levelof the Index on any Review Date (other thanthe first through
eleventh and final ReviewDates) is greater than or equal totheInitial Value.
•The earliest dateon which an automatic call may be initiated is November 24, 2025.
•Investors should be willing toaccept the riskof losing up to 70.00%of their principal and the risk that no Contingent
Interest Payment may bemade with respect tosome or allReview Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
ContingentInterest Payments.
•The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM,
Series 1 (the "QQQ Fund")is subject to a notional financing cost. These deductions will offset any appreciation
of the components of the Index, will heighten any depreciation of those components andwill generally be a drag
on the performance of the Index. The Indexwill trail the performance of an identical indexwithout such
deductions. See "Selected Risk Considerations -Risks Relating to the Notes Generally - The Level of the
Index Will Include a 6.0% per Annum Daily Deduction"and "Selected Risk Considerations- Risks Relating to
the Notes Generally- The Level of the IndexWill Include the Deduction of a Notional Financing Cost" in this
pricing supplement.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed byJPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Minimum denominations of $1,000 and integral multiplesthereof
•Thenotes are expected to price on or about November 22, 2024 and are expected to settle on or about November 27
2024.
•CUSIP: 48135VCL0
Investing in the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement, "Risk Factors" beginning on page US-4 of the accompanying underlying
supplement and"Selected RiskConsiderations" beginning on page PS-8 of this pricing supplement.
Neither the Securities and Exchange Commission (the"SEC") nor anystate securities commission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement, prospectus and prospectusaddendum.Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds" in thispricing supplementfor information about thecomponentsof theprice to publicof the
notes.
(2)J.P.Morgan Securities LLC, which we referto asJPMS,acting as agent for JPMorganFinancial,will pay allof the selling
commissions it receivesfrom us tootheraffiliated or unaffiliated dealers.Innoevent will these sellingcommissions exceed$12.50 per
$1,000 principal amountnote.See"Plan of Distribution (ConflictsofInterest)" in theaccompanyingproduct supplement.
If the notes priced today, the estimated value of the notes would be approximately $936.50per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $900.00per $1,000 principal amount note.See"The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: TheMerQube US Tech+ Vol Advantage Index
(Bloombergticker: MQUSTVA). Thelevelof the Indexreflects
a deductionof 6.0% per annum that accruesdaily, andthe
performance of the QQQ Fund issubject to a notional financing
cost that accrues daily.
Contingent Interest Payments:If the notes have not been
automaticallycalled and theclosing level of the Indexon any
Review Date is greater than or equal to the Interest Barrier, you
will receiveon the applicableInterest Payment Date for each
$1,000 principal amount notea Contingent Interest Payment
equal to at least $9.5833 (equivalent to a Contingent Interest
Rate of at least 11.50%per annum, payable at a rate of at least
0.95833%per month) (tobe provided in the pricing
supplement).
If theclosing level of theIndex on any Review Date is less than
the Interest Barrier, no Contingent Interest Payment will be
made with respect to that Review Date.
Contingent Interest Rate: Atleast 11.50% per annum, payable
at a rate ofat least 0.95833%per month (to be provided in the
pricingsupplement)
Interest Barrier / Buffer Threshold:70.00% of the Initial Value
Buffer Amount:30.00%
Pricing Date: On or aboutNovember 22, 2024
Original Issue Date (Settlement Date):On or about November
27 2024
ReviewDates*:December 23, 2024, January 22, 2025,
February 24, 2025, March 24, 2025, April 22, 2025, May 22,
2025, June 23, 2025, July 22, 2025, August 22, 2025,
September 22, 2025, October 22, 2025, November 24, 2025,
December 22, 2025, January22, 2026, February 23, 2026,
March 23, 2026, April 22, 2026, May 22, 2026, June 22, 2026,
July 22, 2026, August 24, 2026, September 22, 2026, October
22, 2026, November 23,2026, December 22, 2026, January22,
2027, February22, 2027, March 22, 2027, April22, 2027, May
24, 2027, June 22, 2027, July 22, 2027, August 23, 2027,
September 22, 2027, October 22, 2027, November 22, 2027,
December 22, 2027, January24, 2028, February 22, 2028,
March 22, 2028, April 24, 2028, May 22, 2028, June 22, 2028,
July 24, 2028, August 22, 2028, September 22, 2028, October
23, 2028, November 22, 2028, December 22, 2028, January 22,
2029, February22, 2029, March 22, 2029, April23, 2029, May
22, 2029, June 22, 2029, July 23, 2029, August 22, 2029,
September 24, 2029, October 22, 2029 and November 23, 2029
(final Review Date)
Interest Payment Dates*: December 27, 2024, January 27,
2025, February27, 2025, March 27, 2025, April25, 2025, May
28, 2025, June 26, 2025, July25, 2025, August 27, 2025,
September 25, 2025, October 27, 2025, November 28, 2025,
December 26, 2025, January27, 2026, February 26, 2026,
March 26, 2026, April 27, 2026, May 28, 2026, June 25, 2026,
July 27, 2026, August 27, 2026, September 25, 2026, October
27, 2026, November 27, 2026, December 28, 2026, January 27,
2027, February25, 2027, March 25, 2027, April27, 2027, May
27, 2027, June 25, 2027, July 27, 2027, August 26, 2027,
September 27, 2027, October 27, 2027, November26, 2027,
December 28, 2027, January27, 2028, February 25, 2028,
March 27, 2028, April 27, 2028, May 25, 2028, June 27, 2028,
July 27, 2028, August 25, 2028, September 27, 2028, October
26, 2028, November 28, 2028, December 28, 2028, January 25,
2029, February27, 2029, March 27, 2029, April26, 2029, May
25, 2029, June 27, 2029, July 26, 2029, August 27, 2029,
September 27, 2029, October 25, 2029 and theMaturity Date
Maturity Date*: November 28, 2029
Call Settlement Date*:If the notes areautomatically called on
any Review Date (other than the first through eleventhand final
Review Dates), the first Interest Payment Date immediately
following that Review Date
* Subjectto postponement in the event of amarket disruption eventand
as described under"Supplemental TermsoftheNotes -
Postponement of aDetermination Date - NotesLinkedSolely toan
Index" inthe accompanying underlying supplement and "General Terms
of Notes -Postponement of aPaymentDate"in theaccompanying
product supplement
Automatic Call:
If theclosing level of the Index on anyReview Date (other than
the first through eleventh and final Review Dates) is greater
than or equal to the Initial Value, the notes will be automatically
called for acash payment, for each $1,000 principal amount
note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment applicable tothat Review Date, payableon the
applicable Call Settlement Date.No further payments willbe
made on the notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueisgreater than or equal to the Buffer Threshold, you will
receivea cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000plus (b) the Contingent
Interest Payment applicable to the final Review Date.
If thenotes have not been automatically called and the Final
Valueisless than the Buffer Threshold, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If thenotes have not been automatically called and the Final
Valueisless than the Buffer Threshold, you will lose some or
most of your principal amount at maturity.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing level of the Indexon the Pricing Date
Final Value: Theclosing levelof the Indexon the final Review
Date
PS-2| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
The MerQube US Tech+Vol Advantage Index
The MerQube US Tech+ Vol Advantage Index (the "Index") was developed by MerQube (the "Index Sponsor" and "IndexCalculation
Agent"),in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the IndexCalculation
Agent.TheIndex was established on June 22, 2021.An affiliateof ourscurrently has a 10% equityinterest intheIndexSponsor, with
a right toappoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor.
Since February 9, 2024 (the "AmendmentEffective Date"), the underlying asset to which the Indexislinked (the "Underlying Asset")
hasbeen anunfunded position in the QQQ Fund, calculated as the excess of the total return of the QQQ Fundover a notional financing
cost. Prior to the Amendment Effective Date, the Underlying Asset wasan unfunded rollingposition in E-Mini Nasdaq-100 futures (the
"Futures Contracts").
The investment objective of the QQQ Fund is toseek to track the investment results, before fees and expenses, of the Nasdaq-100
Index®. For more information about the QQQ Fund and the Nasdaq-100 Index®, see "Background on the Invesco QQQ TrustSM, Series
1" and"Background on the Nasdaq-100Index®," respectively, in the accompanying underlying supplement.
The Index attempts to provide a dynamic rules-based exposure to the Underlying Asset, while targeting alevelof implied volatility, with
a maximum exposure to the Underlying Asset of 500% anda minimum exposure to the Underlying Asset of 0%. The Index is subject to
a 6.0% per annumdaily deduction, and the performance of the Underlying Asset is subject to a notional financing cost deducted daily.
On each weekly Index rebalance day, the exposure to the Underlying Asset isset equal to (a) the35%implied volatility target (the
"target volatility") divided by (b) the one-week implied volatility of the QQQ Fund, subject to a maximum exposure of 500%. For
example, if the implied volatility of the QQQ Fundisequal to 17.5%, the exposure to the Underlying Asset will equal 200% (or 35%/
17.5%) and if the implied volatilityof the QQQ Fundisequal to 40%, the exposure to the Underlying Asset will equal 87.5% (or 35% /
40%). The Index's exposureto the Underlying Asset will begreater than 100% when the implied volatility of the QQQ Fund is below
35%, and the Index's exposure to the Underlying Asset will be less than 100% when the implied volatility of the QQQ Fund is above
35%. In general, the Index'starget volatility feature is expected to result in the volatility of the Index beingmore stableover time than if
no target volatilityfeature were employed. No assurance can be provided that the volatilityof theIndex will be stable atany time. The
Index usesthe implied volatility of the QQQ Fund asa proxy for the realized volatilityof the Underlying Asset.
The Index tracks the performanceof the QQQ Fund, with distributions, if any, notionally reinvested,lessthe daily deduction of a
notionalfinancing cost. The notional financingcost is intended toapproximate the cost of maintaining a position in the QQQ Fund
using borrowed funds at a rate of interest equal to SOFR plusa spread of 0.50% per annum. SOFR, the Secured Overnight Financing
Rate, is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasurysecurities. The Index is an
"excess return" index and not a "total return" index because, as part of the calculation of the level of the Index, the performance of the
QQQ Fund is reduced bythe notional financingcost. The notional financing cost has been deducted from the performance of the QQQ
Fund since the Amendment Effective Date.
The 6.0% per annum daily deduction and the notional financing cost willoffset any appreciationof the Underlying Asset, will heighten
anydepreciation of the Underlying Asset and will generally be a drag on the performance of the Index. The Index will trail the
performance of an identicalindex without suchdeductions.
Holding the estimated value of the notes and market conditions constant, the Contingent Interest Rate, the Interest Barrier, the Buffer
Threshold, the Buffer Amountand the other economic terms available on the notesaremore favorable to investors than the termsthat
would be available on a hypotheticalnote issued by us linked to an identical index without a dailydeduction. However, there canbe no
assurance that any improvement in the terms of the notesderived from the daily deduction will offset the negative effect of thedaily
deduction on the performanceof theIndex.The return on the notes may belower thanthe return on a hypotheticalnote issued by us
linked to an identicalindex without a daily deduction.
The daily deduction and the volatility of the Index (as influenced by the Index's target volatility feature) are two of the primary variables
that affect the economic terms of the notes. Additionally, the daily deduction and volatilityof the Index are two of the inputs our
affiliates' internalpricing models use to value the derivative or derivatives underlying the economicterms of the notes for purposes of
determining the estimated value of the notes set forth on the cover of this pricingsupplement. The daily deduction will effectively
reduce the value of the derivative or derivatives underlyingthe economic terms of the notes. See "The Estimated Value of the Notes"
and "Selected Risk Considerations -Risks Relating to the Estimated Value and Secondary Market Prices of the Notes" in this pricing
supplement.
The Index is subject to risks associated with the use of significant leverage. The notional financing cost deducted daily will
be magnified by any leverage provided by the Index. In addition, the Index may be significantly uninvested on any given day,
and, inthat case, will realize only a portion of any gainsdue to appreciation of the Underlying Asset on that day. The index
deduction isdeducted daily at a rate of 6.0% per annum, even when the Index is not fully invested.
PS-3| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
No assurance can be given that the investment strategyused to construct the Index will achieve its intended results or that
the Index will be successful or will outperform any alternative indexor strategy thatmight reference the Underlying Asset.
For additional information about the Index, see "The MerQube Vol Advantage Index Series" in the accompanying underlying
supplement.
PS-4| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
Supplemental Terms of the Notes
Any values of the Index, and any valuesderivedtherefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement andthecorresponding terms of thenotes. 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.
How the Notes Work
Payments in Connection with the First through EleventhReview Dates
Payments in Connectionwith Review Dates (Other than the First through Eleventh andFinal Review Dates)
The closing level of the Indexis greater thanor
equal totheInterest Barrier.
The closing level of the Indexis less than the Interest
Barrier.
First through Eleventh ReviewDates
Compare the closing level of theIndexto theInterest Barrieron eachReviewDate.
Youwill receive a Contingent Interest Payment onthe
applicable Interest Payment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment will be made with respect to
the applicable ReviewDate.
Proceed to the next ReviewDate.
The notes will beautomaticallycalledon the applicable Call Settlement Date andyouwill
receive (a)$1,000 plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further payments will bemade on the notes.
ReviewDates (Other than theFirstthrough Eleventh and Final ReviewDates)
AutomaticCall
The closinglevel of the
Indexis greater thanor
equal totheInitial Value.
The closinglevel of the
Indexis less thanthe
Initial Value.
Initial
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing level of the
Indexis greater thanor
equal to theInterest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemade with respect tothe
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing level of the Index
is lessthan the Interest
Barrier.
Compare the closing level of the Indexto the Initial Valueandthe Interest Barrieron each ReviewDateuntil thefinal Review
Dateor anyearlierautomatic call.
PS-5| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
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 hypothetical Contingent Interest Rate of 11.50% per annum, depending on how many Contingent Interest Payments
are madeprior toautomatic callor maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and willbe
at least11.50% per annum (payable at a rate of at least 0.95833% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
60
$575.0000
59
$565.4167
58
$555.8333
57
$546.2500
56
$536.6667
55
$527.0833
54
$517.5000
53
$507.9167
52
$498.3333
51
$488.7500
50
$479.1667
49
$469.5833
48
$460.0000
47
$450.4167
46
$440.8333
45
$431.2500
44
$421.6667
43
$412.0833
42
$402.5000
41
$392.9167
40
$383.3333
39
$373.7500
38
$364.1667
37
$354.5833
36
$345.0000
Review DatesPreceding the
Final Review Date
Youwill receive (a)$1,000 plus (b) the
Contingent Interest Payment
applicable to thefinal ReviewDate.
The notes arenot
automaticallycalled.
Proceed to maturity
Final ReviewDatePaymentat Maturity
The Final Value is greater thanor equal tothe
Buffer Threshold.
Youwill receive:
$1,000+ [$1,000 × (IndexReturn+
Buffer Amount)]
Under thesecircumstances, youwill
lose some ormost of yourprincipal
amount at maturity.
The Final Value is less thantheBuffer Threshold.
PS-6| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
35
$335.4167
34
$325.8333
33
$316.2500
32
$306.6667
31
$297.0833
30
$287.5000
29
$277.9167
28
$268.3333
27
$258.7500
26
$249.1667
25
$239.5833
24
$230.0000
23
$220.4167
22
$210.8333
21
$201.2500
20
$191.6667
19
$182.0833
18
$172.5000
17
$162.9167
16
$153.3333
15
$143.7500
14
$134.1667
13
$124.5833
12
$115.0000
11
$105.4167
10
$95.8333
9
$86.2500
8
$76.6667
7
$67.0833
6
$57.5000
5
$47.9167
4
$38.3333
3
$28.7500
2
$19.1667
1
$9.5833
0
$0.0000
Hypothetical PayoutExamples
The following examples illustrate payments on thenotes linked to ahypothetical Index, assuming a rangeof performances for the
hypotheticalIndex on the Review Dates.The hypothetical payments set forth below assumethe following:
•an Initial Value of 100.00;
•an Interest Barrier and a Buffer Threshold of 70.00 (equal to 70.00% of thehypothetical Initial Value);
•a Buffer Amount of 30.00%; and
•a Contingent Interest Rate of 11.50% per annum.
Thehypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only and maynot represent a likely actual Initial
Value.The actual Initial Value will be the closinglevelof theIndex onthe Pricing Date and will be provided in the pricingsupplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "Hypothetical
Back-Tested Data and Historical Information" in this pricingsupplement.
PS-7| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in the following exampleshave been rounded for ease of analysis.
Example1- Notes are automatically called on the twelfth Review Date.
Date
Closing Level
Payment (per $1,000 principalamount note)
First Review Date
105.00
$9.5833
Second Review Date
110.00
$9.5833
Third through Eleventh
Review Dates
Greater than Initial Value
$9.5833
TwelfthReview Date
115.00
$1,009.5833
TotalPayment
$1,115.00(11.50% return)
Because the closing level of the Indexon the twelfth Review Date is greater than or equal to theInitialValue, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,009.5833(or $1,000plusthe Contingent Interest
Payment applicable to thetwelfthReview Date), payableon the applicable Call Settlement Date.The notes are not automatically
callable before the twelfth Review Date, even thoughtheclosing level of the Indexon each of thefirst through eleventh Review Dates is
greater thanthe Initial Value. Whenadded to the Contingent Interest Payments received with respect to the prior Review Dates, the
totalamount paid, for each $1,000principal amount note, is$1,115.00. No further payments will be made on the notes.
Example 2 -Notes have NOT been automatically called and the Final Value is greater than or equal to the Buffer Threshold.
Date
Closing Level
Payment (per $1,000 principalamount note)
First Review Date
95.00
$9.5833
Second Review Date
85.00
$9.5833
Third through Fifty-Ninth
Review Dates
Lessthan Interest Barrier
$0
Final Review Date
90.00
$1,009.5833
Total Payment
$1,028.75(2.875% return)
Because the notes have not been automaticallycalled and the Final Valueis greater than or equalto the Buffer Threshold, thepayment
at maturity, for each $1,000 principal amount note, will be$1,009.5833(or $1,000 plus theContingent Interest Payment applicable to
the final Review Date).When added to the Contingent Interest Paymentsreceived with respect to the prior Review Dates, the total
amount paid, for each $1,000 principal amount note, is$1,028.75.
Example 3 - Notes have NOT been automatically called and theFinal Value is less than the Buffer Threshold.
Date
Closing Level
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Fifty-Ninth
Review Dates
Lessthan Interest Barrier
$0
Final Review Date
40.00
$700.00
Total Payment
$700.00 (-30.00% return)
Because the notes have not been automatically called, the Final Value is lessthan the Buffer Threshold and the Index Return is -
60.00%, the payment at maturity will be$700.00 per $1,000 principal amount note, calculated asfollows:
$1,000 + [$1,000 × (-60.00% + 30.00%)] = $700.00
The hypothetical returnsand hypothetical payments on thenotesshown above applyonlyif you hold thenotes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would beassociated with any sale in the
secondarymarket.If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
PS-8| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
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,product supplement and underlyingsupplementand in Annex A tothe accompanying
prospectusaddendum.
Risks Relating to the Notes Generally
•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 isless than
the Buffer Threshold, you will lose 1% of theprincipal amount of your notesfor every1% that theFinal Value isless than the Initial
Valuebymore than 30.00%.Accordingly, under these circumstances, you will loseup to 70.00% of your principal amount at
maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If thenoteshave not been automatically called, we willmake a Contingent Interest Payment with respect toa Review Date only if
theclosing levelof the Index on that Review Dateisgreater than or equal to the Interest Barrier.If the closing level of theIndexon
that Review Date is less thanthe Interest Barrier, no Contingent Interest Payment will be made with respect to thatReview Date.
Accordingly, if theclosing level of the Indexon each Review Date is lessthan the Interest Barrier, you will not receive any interest
payments over the termof the notes.
•THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION -
The Index is subject to a 6.0% per annum daily deduction.As a result, the level of the Index will trail the value of an identically
constituted synthetic portfolio that is not subject to any such deduction.
Thisdeduction will place a significant drag on the performance of the Index, potentially offsetting positive returnson the Index's
investment strategy, exacerbating negative returnsof its investment strategyandcausing the levelof the Index to declinesteadily if
the return of its investment strategy is relatively flat. The Index will not appreciate unless the return of itsinvestment strategyis
sufficient to offset the negative effectsof thisdeduction, and then only to the extent that the returnof its investment strategy is
greater thanthis deduction. As a result of thisdeduction, the level of the Indexmay decline even if the return of itsinvestment
strategyisotherwise positive.
The daily deduction is one of the inputs our affiliates' internal pricingmodels use to value the derivative or derivatives underlying
the economic terms of the notes for purposes of determining the estimatedvalue of the notes set forth on the cover of this pricing
supplement.The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic terms of
the notes. See "The Estimated Value of the Notes" and "-Risks Relating to the Estimated Value and Secondary Market Prices of
the Notes" in this pricing supplement.
•THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A NOTIONAL FINANCING COST -
Since the Amendment Effective Date, theperformance of the Underlying Asset has been subject toa notional financing cost
deducted daily.The notional financingcost is intendedto approximate the cost of maintaining a position in the QQQ Fund using
borrowedfunds at a rate of interest equal to the daily SOFR rateplusa fixed spread.Theactual cost of maintaining aposition in
the QQQ Fund at any time may beless than the notional financing cost.As a result of this deduction, the level of the Index will trail
the value of an identically constituted synthetic portfolio that is not subject to any such deduction.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes.Any actual or potential
change in ouror JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined bythemarket for taking that credit
risk, is likely to adversely affect thevalue of the notes.If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entireinvestment.
PS-9| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage 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 the collection 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 to make
payments on the notes, you may have toseek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•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 appreciationof the Index, which may be significant.You will not participate in any appreciationof the Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the term of the notes may be reduced to asshort asapproximately one yearandyou willnot
receiveany Contingent Interest Payments after the applicable Call Settlement Date.There is no guarantee that you would be able
to reinvest the proceeds froman investment in the notes at a comparable return and/or with a comparable interest rate fora similar
level of risk.Even in cases where the notes are called before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE QQQ FUND OR THE SECURITIES HELD BY THE QQQ FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE QQQ FUND OR THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE INTEREST BARRIER OR THE BUFFER
THRESHOLD IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE.
•JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN
THE FUTURE -
Any research, opinions or recommendations could affect the market value of the notes. Investors should undertake their own
independent investigation of the meritsof investing in the notes, the Index and the componentsof the Index.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. You may notbe able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Contingent Interest Rate.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes.In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes.It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notes could result insubstantial returns for us or our affiliates while the
value of the notes declines.Please refer to"Risk Factors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
An affiliate of ourscurrently has a 10% equity interest in the Index Sponsor, with a right to appoint an employeeof JPMS, another
of our affiliates, asa member of theboard of directors of theIndex Sponsor.The Index Sponsor can implement policies, make
judgments or enact changes to the Indexmethodology that could negativelyaffect the performance of the Index. The Index
Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversely
PS-10| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
affect the valueof the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising
the Index, and we, JPMS, our other affiliates and our respectiveemployees areunder no obligation to consider your interests as an
investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the role of
an employee of JPMS asa member of the board of directorsof the Index Sponsor.
In addition, JPMS worked with the Index Sponsor in developing the guidelines and policies governing the composition and
calculation of the Index. Although judgments, policiesand determinations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS, ultimatelycontrols JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the levelof the Index and the value of your notes. JPMS is underno
obligation to consider your interests as an investor in the notes inits role indeveloping the guidelines and policies governing the
Index or making judgments that may affect the level of the Index.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated valueof the notes is only an estimate determined by reference to several factors.The originalissuepriceof the
noteswill exceedthe estimated valueof the notesbecause costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs includethe selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesand the estimatedcost of hedging
our obligations under the notes.See"The Estimated Value of the Notes"in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notesmaydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates'view of thefunding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rateand anypotentialchanges tothat rate mayhavean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in this pricing 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"SecondaryMarket Prices of the Notes" in this pricing supplement for additionalinformation relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, amongother
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions,projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of 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
PS-11| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
costs and thelevel of the Index. Additionally, independent pricing vendorsand/or third party broker-dealersmay publish a price for
the notes, whichmay also be reflectedoncustomer 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 "Risk Factors-
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes- Secondarymarket prices of the notes will be
impacted by many economic and market factors"in the accompanying product supplement.
Risks Relating to the Index
•THE INDEX SPONSOR MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS LEVEL, AND THE INDEX SPONSOR HAS
NO OBLIGATION TO CONSIDER YOUR INTERESTS -
The Index Sponsor is responsible for maintaining the Index. The Index Sponsor can add, delete or substitute the componentsof
the Index or make other methodologicalchanges that could affect the level of the Index. The Index Sponsor has no obligationto
consider your interests incalculating or revising the Index.
•THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED
IN RESPECT OF THE UNDERLYING ASSET -
No assurance can be given that the investment strategyon which the Index is based will be successfulor that the Indexwill
outperformany alternative strategythat might be employed with respect to the Underlying Asset.
•THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY-
No assurance can be given that the Index will maintain an annualized realized volatility that approximatesitstarget volatility of
35%. The Index's target volatilityisa level of implied volatility and therefore the actual realized volatility of the Index maybe
greater or less than the target volatility. On each weekly Index rebalance day, the Index'sexposure to the Underlying Asset is set
equal to (a) the 35% impliedvolatility target dividedby (b) the one-week implied volatilityof the QQQ Fund, subject to amaximum
exposure of 500%. The Indexuses the implied volatility of the QQQ Fund as a proxy for the realized volatilityof the Underlying
Asset. However, there isno guarantee that themethodology used by the Index to determine the implied volatilityof the QQQ Fund
will be representative of the realized volatility of the QQQ Fund. The volatilityof the Underlying Asset on any day may change
quickly and unexpectedly and realizedvolatility maydiffer significantlyfromimpliedvolatility. In general, over time, the realized
volatilityof the QQQ Fundhas tended to belower than its implied volatility; however, at any time that realized volatility may exceed
its implied volatility, particularly duringperiodsof market volatility. Accordingly, the actual annualizedrealizedvolatility of the Index
maybe greater than or less than the target volatility, which mayadversely affect the level of the Index and the value of the notes.
•THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE-
On a weeklyIndex rebalanceday, the Index will employ leverage to increase the exposure of the Index to the Underlying Asset if
the implied volatility of the QQQ Fund is below 35%, subject to a maximum exposure of 500%. Under normal market conditionsin
the past, the QQQ Fund has tended to exhibit animplied volatility below 35%.Accordingly, the Index has generally employed
leveragein the past, except during periodsof elevatedvolatility. Whenleverage is employed, any movementsin the prices of the
Underlying Asset will result ingreater changes in the level of the Index than if leverage were not used. In particular, the use of
leverage will magnify any negative performance of the Underlying Asset, which, in turn, would negativelyaffect the performance of
the Index. Because the Index's leverage is adjusted onlyon a weeklybasis, insituations where a significant increase in volatility is
accompanied by asignificant declinein the price of the Underlying Asset, the level of the Index may decline significantly beforethe
following Index rebalance day when the Index'sexposuretothe Underlying Asset would be reduced. In addition, the notional
financing cost deducted daily will be magnified by any leverage provided by the Index.
•THE INDEX MAY BE SIGNIFICANTLY UNINVESTED -
On a weeklyIndex rebalanceday, the Index's exposureto the Underlying Asset will be less than 100% when theimplied volatility
of the QQQ Fund is above 35%. If the Index's exposure to the Underlying Asset is less than 100%, the Index will not be fully
invested, and any uninvested portion will earn no return. The Indexmay be significantly uninvested on any given day, and will
realize only a portion of any gainsdue to appreciation of the Underlying Asset on anysuch day. The 6.0% per annum deductionis
deducted daily, even when the Index is not fullyinvested.
•AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES -
Someof the equity securities held by the QQQ Fund are issued by non-U.S. companies.Investments insecurities linked to the
value of such non-U.S. equitysecurities involve risks associated with the home countries of the issuersof those non-U.S. equity
securities.The prices of securities issued by non-U.S. companies maybe affected bypolitical, economic, financial and social
factors in the homecountriesof those issuers, or global regions, including changes in government, economicand fiscalpolicies
and currency exchange laws.
PS-12| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
•THERE ARE RISKS ASSOCIATED WITH THE QQQ FUND-
The QQQ Fund issubject to management risk, which is the risk that the investment strategies of the QQQ Fund's investment
adviser, the implementation ofwhich issubject to a number of constraints, maynot produce the intended results.These
constraintscould adverselyaffect the market price of theshares of the QQQ Fund and, consequently, the value of thenotes.
•THE PERFORMANCE AND MARKET VALUE OF THE QQQ FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THE QQQ FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
The QQQ Fund does not fullyreplicate its underlying index and may hold securities different fromthose included in its underlying
index.In addition, the performance of the QQQ Fund will reflect additional transactioncosts and fees that are not included in the
calculation of its underlying index.All of these factorsmay lead toa lack of correlation between the performance of the QQQ Fund
and its underlying index.In addition, corporate actions with respect to the equity securities underlying the QQQ Fund (such as
mergers and spin-offs) mayimpact the variance between the performances of the QQQ Fund and its underlying index.Finally,
because the shares of the QQQ Fund are traded on asecuritiesexchange and are subject to market supply and investor demand,
the market value of one shareof the QQQ Fund may differ from the net asset valueper share of the QQQ Fund.
During periodsof market volatility, securities underlying the QQQ Fund may be unavailable in thesecondary market, market
participants may be unable tocalculate accurately the net asset value per shareof the QQQ Fund and the liquidity of the QQQ
Fund may be adversely affected.This kind of market volatility mayalso disrupt the ability of market participants to create and
redeem shares of the QQQ Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market
participants are willing to buyand sell shares of the QQQ Fund. As a result, under these circumstances, the market valueof shares
of the QQQ Fund mayvary substantially from the net asset valueper share of the QQQ Fund. For all of the foregoing reasons, the
performance of the QQQ Fund may not correlate with the performance of its underlyingindex as well asthenet asset value per
share of the QQQ Fund, which couldmaterially and adversely affect the value of the notesin thesecondarymarket and/or reduce
anypayment on the notes.
•HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS, AND THE HISTORICAL AND HYPOTHETICAL BACK-TESTED
PERFORMANCE OF THE INDEX ARE NOT INDICATIONS OF ITS FUTURE PERFORMANCE -
The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Dataand Historical Information"
in this pricingsupplement is purely theoretical and doesnot represent the actual historicalperformance of the Indexandhasnot
beenverified by an independent third party. Hypothetical back-tested performance measures haveinherent limitations.
Hypotheticalback-tested performance is derived by means of the retroactive application of a back-tested model that has been
designed withthebenefit of hindsight. Alternativemodellingtechniques might produce significantly different resultsand may prove
to bemore appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.
Thistype of information has inherent limitations, and you should carefully consider these limitations before placing reliance on such
information.
In addition, the QQQ Fund replaced the Futures Contracts as the Underlying Asset on the Amendment Effective Date. No
assurance canbe provided that the QQQ Fund is an appropriatesubstitutefor the FuturesContracts. This replacement may
adversely affect the performance of theIndex and thevalue of the notes, as the QQQ Fund, subject to a notional financing cost,
mayperform worse, perhaps significantly worse, thanthe Futures Contracts. The Index lacks anyoperating history with the QQQ
Fund as the Underlying Asset prior to the Amendment Effective Date and may perform in unanticipated ways. Investors in the
notes should bear thisdifference in mind when evaluatingthe historical and hypothetical back-tested performance shown in this
pricingsupplement.
•OTHER KEY RISK:
oTHE INDEX WAS ESTABLISHED ON JUNE 22, 2021 AND MAY PERFORM IN UNANTICIPATED WAYS.
Please refer to the "Risk Factors" section of the accompanying underlying supplement for moredetails regarding the above-listed
and other risks.
PS-13| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
Hypothetical Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January4, 2019 through June 18, 2021, and the historical performance of the Index based on the
weekly historical closing levels of the Index from June 25, 2021 throughOctober25, 2024. The Index wasestablished on June 22,
2021, as represented by the vertical linein the followinggraph. All data to the left of that vertical linereflect hypothetical back-tested
performance of the Index. Alldata to the right of that vertical line reflect actual historical performance of the Index. The closing level of
the Index on October 29, 2024 was 11,619.32.Weobtained the closing levels above and below from the Bloomberg Professional®
service ("Bloomberg"), without independent verification.
The data for the hypotheticalback-tested performanceof the Index set forth in the followinggraph are purely theoretical and do not
represent the actual historicalperformance of the Index. See "Selected Risk Considerations- Risks Relating to the Index-
Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations,
and the Historical and Hypothetical Back-Tested Performance of the Index Are Not Indications of Its Future Performance" above.
Thehypothetical back-tested and historical closing levels oftheIndexshould not be takenas an indication of future performance, and
no assurance can be given as to the closing level of the IndexonthePricing Date or any Review Date.There can be no assurance
that the performance ofthe Index will result in the return of any of your principal amount inexcess of $300.00 per $1,000 principal
amount note, subject tothecredit risksof JPMorgan Financial and JPMorgan Chase & Co., or the payment of any interest.
The hypothetical back-testedclosing levels of the Indexhave inherent limitations and havenot been verified by an independent third
party. These hypothetical back-tested closing levels are determinedby means of a retroactive application of a back-tested model
designed withthebenefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guaranteeof future returns.No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown.Alternative modeling
techniquesor assumptions would produce different hypothetical back-tested closing levelsof theIndex that might prove to bemore
appropriate and that might differ significantly from the hypothetical back-testedclosing levels of the Index set forth above.
PS-14| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
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-TaxConsequences 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 the notes
could be materially affected.In addition, in 2007 Treasuryand 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 oftheir 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 the notice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materiallyaffect the
taxconsequences of an investment in the notes, possibly with retroactive effect.Thediscussions above andin the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under Section451(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 taxtreatment 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. withholding tax (at least
if anapplicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generallyat a rate of 30% or at a reduced ratespecified by an
applicable income tax treatyunder an "other income" or similar provision.We will not be required topayany additional amounts with
respect to amounts withheld.In order toclaiman 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 exemptionor
reduction under an applicable tax treaty.Ifyou area Non-U.S. Holder, you shouldconsultyour 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 (unlessanincome tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptionsto this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issuedprior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your taxadviser 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
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-incomedebt component withthe same maturityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS wouldbe willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination ofthe estimated valueof thenotesmay differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybebased on, among other things, our and our affiliates'view of the funding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
prices of the notes. For additional information, see"Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes - The Estimated Value of the NotesIsDerived byReference to an Internal Funding Rate" in this
pricingsupplement.
PS-15| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or lessthan the estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect.On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs include the sellingcommissions
paidto JPMS and other affiliated or unaffiliated dealers, theprojected profits, if any, that our affiliatesexpect to realizefor assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour 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 portionof the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits.See "Selected Risk Considerations- Risks Relating to the Estimated Value and SecondaryMarket Prices of theNotes-The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this 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 the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs can includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.The lengthof anysuch initial period reflects the structure of the notes, whether our affiliates expect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a LimitedTime 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 therisk-return
profile of the notes and "TheMerQube US Tech+ Vol Advantage Index"in this pricingsupplement for a description of the market
exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissions 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 thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying theapplicable
agent. We reservethe right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour 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
addendumand 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
PS-16| Structured Investments
Auto Callable ContingentInterestNotesLinked to the MerQube US Tech+
Vol Advantage Index
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. Youshould carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectussupplement, the accompanying product supplement and the accompanying underlying supplementand in Annex A to the
accompanying prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to
consult your investment,legal, tax, accounting and other advisersbefore you invest in the notes.
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 5-II dated March 5, 2024:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.