JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 04:19
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion datedOctober 30, 2024
November , 2024Registration Statement Nos.333-270004 and333-270004-01; Rule 424(b)(2)
Pricingsupplementto productsupplementno. 4-Idated April 13, 2023, underlyingsupplement no. 1-I dated April13,2023,
the prospectus andprospectus supplement, eachdatedApril 13, 2023, and the prospectusaddendumdatedJune 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performingof the Russell 2000®Index, the Dow Jones
Industrial Average®, the Financial Select Sector SPDR®Fund
and the Utilities Select Sector SPDR® Fund due November
12, 2027
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseeka Contingent Interest Payment with respect to each Review Date for
which theclosingvalue of each of the Russell 2000® Index,the Dow Jones Industrial Average®, the Financial Select
Sector SPDR® Fund and the Utilities Select Sector SPDR®Fund, which we refer to asthe Underlyings, isgreater than or
equal to 70.00%of its Initial Value, which we refer to as an Interest Barrier.
•The notes will be automatically calledif the closingvalue of eachUnderlying on any Review Date (other thanthe first
through fifth and final Review Dates) isgreater than or equal to its Initial Value.
•The earliest dateon which an automatic call may be initiated isMay 8, 2025.
•Investors should be willing toaccept the riskof losing some or all 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
Contingent Interest Payments.
•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.
•Payments onthenotes are not linkedto abasket composed of the Underlyings.Payments on the notes are linked to the
performance of each of the Underlyings individually, asdescribed below.
•Minimum denominations of $1,000 and integral multiples thereof
•The notes are expected to price on or aboutNovember 8, 2024 and are expected to settle on or about November 14,
2024.
•CUSIP: 48135VDJ4
Investing in thenotes involves a number of risks.See "Risk Factors"beginning on pageS-2 of the accompanying
prospectus supplement,Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanyingproduct supplement and"Selected Risk Considerations" beginning on page PS-6 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy ofthis pricing supplementor theaccompanying product supplement,
underlyingsupplement, prospectus supplement, prospectusand prospectusaddendum.Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about thecomponents of theprice to public ofthe
notes.
(2)J.P.MorganSecurities LLC, which we refertoasJPMS,acting as agent for JPMorganFinancial,will pay allof the selling
commissionsit receives fromustoother affiliatedorunaffiliated dealers. In no event will theseselling commissions exceed $29.50 per
$1,000 principal amountnote.See "Plan ofDistribution (ConflictsofInterest)"intheaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $960.80 per $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 $940.00per $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 ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Russell 2000® Index (Bloomberg ticker:
RTY) and the Dow Jones Industrial Average®(Bloomberg
ticker: INDU) (each of the Russell 2000® Index and the Dow
Jones Industrial Average®, an "Index"and collectively, the
"Indices")and theFinancial Select Sector SPDR®Fund
(Bloombergticker: XLF)and the Utilities Select Sector SPDR®
Fund(Bloomberg ticker:XLU) (each of theFinancial Select
Sector SPDR®Fund and the Utilities Select Sector SPDR®
Fund,a "Fund" and collectively, the "Funds")(each of the
Indices and the Funds, an "Underlying" and collectively, the
"Underlyings")
Contingent InterestPayments:If the notes have not been
automaticallycalled and the closingvalueof eachUnderlying
on any Review Date is greater than or equalto its Interest
Barrier, you willreceive on the applicable Interest Payment
Date for each $1,000 principalamount notea Contingent
Interest Payment equal toat least $6.7083 (equivalent toa
ContingentInterest Rate of at least 8.05% per annum, payable
at a rate ofat least 0.67083%per month) (to be provided in the
pricingsupplement).
If theclosing value of any Underlyingon any Review Date is
less than its Interest Barrier, no Contingent Interest Payment
will be made with respect to that Review Date.
Contingent InterestRate: Atleast 8.05% per annum, payable
at a rate ofat least 0.67083%per month (to be provided in the
pricingsupplement)
Interest Barrier / Trigger Value:With respect to each
Underlying, 70.00% of its Initial Value
Pricing Date: On or aboutNovember 8, 2024
Original Issue Date (Settlement Date): On or about November
14, 2024
Review Dates*:December 9, 2024, January 8, 2025, February
10, 2025, March 10, 2025, April 8, 2025, May 8, 2025, June 9,
2025, July8, 2025, August 8,2025, September 8, 2025,
October 8, 2025, November 10, 2025, December 8, 2025,
January8, 2026, February 9, 2026, March 9, 2026, April8,
2026, May 8, 2026, June 8, 2026, July 8, 2026, August 10,
2026, September 8, 2026, October 8, 2026, November 9, 2026,
December 8, 2026, January 8, 2027, February 8, 2027, March
8, 2027, April 8, 2027, May 10, 2027, June 8, 2027, July 8,
2027, August 9, 2027, September 8, 2027, October 8, 2027 and
November 8, 2027 (final Review Date)
Interest Payment Dates*: December 12, 2024, January 13,
2025, February13, 2025, March 13, 2025, April11, 2025, May
13, 2025, June 12, 2025, July 11, 2025, August 13, 2025,
September 11, 2025, October 14, 2025, November 14, 2025,
December 11, 2025, January13, 2026, February 12, 2026,
March 12, 2026, April 13, 2026, May 13, 2026, June 11, 2026,
July 13, 2026, August 13, 2026, September 11, 2026, October
14, 2026, November 13, 2026, December 11, 2026, January13,
2027, February11, 2027, March 11, 2027, April13, 2027, May
13, 2027, June 11, 2027, July 13, 2027, August 12, 2027,
September 13, 2027, October 14, 2027and the Maturity Date
Maturity Date*: November 12, 2027
Call Settlement Date*: Ifthenotes are automatically called on
any Review Date (other than thefirstthrough fifth and final
Review Dates), the first Interest Payment Date immediately
following that Review Date
* Subjectto postponement in theevent ofamarket disruption event
and as describedunder"General Terms of Notes-Postponement
of a DeterminationDate -NotesLinked toMultipleUnderlyings"
and "General Terms of Notes-Postponement of a PaymentDate"
in theaccompanyingproduct supplement
Automatic Call:
If theclosingvalue of each Underlyingon anyReview Date
(other than the first through fifthandfinal Review Dates) is
greater than or equal to its Initial Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Valueof eachUnderlying is greater than or equal to its Trigger
Value, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b)the
Contingent Interest Payment applicable to the final Review
Date.
If the notes have not been automatically called and the Final
Valueof any Underlying is less than itsTrigger Value, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been automatically called and the Final
Value of any Underlying is less than its Trigger Value, you will
lose more than30.00% of your principal amount at maturity and
could lose all of your principalamount atmaturity.
Least Performing Underlying: The Underlying with the Least
PerformingUnderlying Return
Least Performing Underlying Return: The lowestof the
Underlying Returns of theUnderlyings
Underlying Return:
With respect to eachUnderlying,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachUnderlying, the closing value
of that Underlyingon the Pricing Date
Final Value: With respect to eachUnderlying, the closingvalue
of that Underlyingon the finalReview Date
Share Adjustment Factor:With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing value of that Fundandis set equal to 1.0 on the Pricing
Date. The Share Adjustment Factor of each Fund is subject to
adjustment upon the occurrence of certain events affectingthat
Fund. See "The Underlyings -Funds- Anti-Dilution
Adjustments" in the accompanying product supplement for
further information.
PS-2 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Supplemental Terms of the Notes
Any values of the Underlyings, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement and the 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.
How the Notes Work
Payments in Connection with the First through Fifth Review Dates
Payments in Connectionwith Review Dates (Other than the First through Fifth and Final Review Dates)
The closing value of each Underlying is greaterthan
orequal toits Interest Barrier.
The closing value ofanyUnderlying is less thanits
Interest Barrier.
First through Fifth ReviewDates
Comparethe closing value of each Underlying to its InterestBarrieron eachReviewDate.
Youwill receive a Contingent Interest Payment on the
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 be automaticallycalled on theapplicable Call Settlement Dateandyouwill
receive (a) $1,000plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further payments will bemade on the notes.
ReviewDates (Other than the First through Fifth and Final Review Dates)
AutomaticCall
The closing value of
each Underlying is
greater thanorequal to
its Initial Value.
The closingvalue of any
Underlying is less than
its Initial Value.
Initial
Value You will receive a Contingent Interest
Payment on theapplicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing value ofeach
Underlying is greater
than orequal toits
Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemade with respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing value of any
Underlying is lessthanits
InterestBarrier.
Compare theclosing value of eachUnderlying to its Initial Value and its Interest Barrier oneach ReviewDateuntil thefinal
ReviewDate oranyearlier automatic call.
PS-3 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates Precedingthe
Final Review Date
Youwill receive (a) $1,000plus (b)the
Contingent Interest Payment
applicable to thefinal ReviewDate.
The notes are not
automaticallycalled.
Proceed to maturity
Final ReviewDate
Payment at Maturity
The Final Value of each Underlying is greater
than orequal toits Trigger Value.
Youwill receive:
$1,000+ ($1,000 × Least Performing
Underlying Return)
Under these circumstances, you will
lose some or all of your principal
amount at maturity.
The Final Value of anyUnderlying is lessthanits
TriggerValue.
PS-4 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notesbasedona hypothetical Contingent InterestRate of 8.05% per annum, dependingon how many Contingent Interest Payments
are made prior to automatic call ormaturity. The actual Contingent Interest Rate will be provided in the pricing supplement and willbe
at least 8.05% per annum(payableat a rateof at least 0.67083% per month).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
36
$241.5000
35
$234.7917
34
$228.0833
33
$221.3750
32
$214.6667
31
$207.9583
30
$201.2500
29
$194.5417
28
$187.8333
27
$181.1250
26
$174.4167
25
$167.7083
24
$161.0000
23
$154.2917
22
$147.5833
21
$140.8750
20
$134.1667
19
$127.4583
18
$120.7500
17
$114.0417
16
$107.3333
15
$100.6250
14
$93.9167
13
$87.2083
12
$80.5000
11
$73.7917
10
$67.0833
9
$60.3750
8
$53.6667
7
$46.9583
6
$40.2500
5
$33.5417
4
$26.8333
3
$20.1250
2
$13.4167
1
$6.7083
0
$0.0000
PS-5 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Hypothetical PayoutExamples
The following examples illustrate payments on thenoteslinked tofour hypothetical Underlyings, assuming a rangeof performances for
thehypotheticalLeast PerformingUnderlying on the Review Dates. Each hypothetical payment set forth below assumes that the
closingvalue of each Underlying that is not the Least Performing Underlying on each Review Date is greater than or equal to
its Initial Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
•an Initial Value for the Least PerformingUnderlying of 100.00;
•an Interest Barrier and a Trigger Value for theLeast Performing Underlyingof 70.00 (equalto70.00%of its hypothetical Initial
Value);and
•a Contingent Interest Rate of 8.05% per annum.
ThehypotheticalInitial Valueof the Least Performing Underlyingof 100.00has been chosen for illustrative purposesonlyand maynot
represent a likely actual Initial Valueof any Underlying.The actual Initial Valueof each Underlyingwillbe the closing value of that
Underlyingon the Pricing Date and will be provided in the pricing supplement.For historical data regarding the actual closing valuesof
each Underlying, please see the historical information set forth under "The Underlyings" in thispricingsupplement.
Eachhypothetical payment set forthbelow isfor illustrative purposesonly 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.
Example 1 - Notes areautomatically called on the sixthReview Date.
Date
Closing Valueof Least
Performing Underlying
Payment(per $1,000 principalamount note)
First Review Date
105.00
$6.7083
Second Review Date
115.00
$6.7083
Third through Fifth
Review Dates
Greater than Initial Value
$6.7083
Sixth Review Date
110.00
$1,006.7083
TotalPayment
$1,040.25(4.025% return)
Because theclosing value of each Underlying on the sixth Review Date is greater than or equal to its Initial Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,006.7083 (or $1,000 plus the Contingent Interest
Payment applicableto thesixth Review Date), payable on the applicable Call Settlement Date. The notes are not automatically callable
beforethe sixth Review Date, even though the closing value of each Underlying on each ofthe first through fifth Review Datesis
greater than its Initial Value. When added to the Contingent Interest Paymentsreceived with respect to the prior Review Dates, the
totalamount paid, for each $1,000 principal amount note, is $1,040.25. No further payments will be made on the notes.
Example2- Notes have NOT been automatically called and the Final Value of theLeast PerformingUnderlyingis greater
than or equal to its Trigger Value.
Date
Closing Valueof Least
Performing Underlying
Payment(per $1,000 principalamount note)
First Review Date
95.00
$6.7083
Second Review Date
85.00
$6.7083
Thirdthrough Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,006.7083
Total Payment
$1,020.125 (2.0125% return)
Becausethe notes have not been automatically called and theFinal Value of the Least PerformingUnderlyingis greater than or equal
to itsTrigger Value, the payment at maturity, for each $1,000 principal amount note, will be$1,006.7083 (or $1,000plus the Contingent
Interest Payment applicable to the final Review Date).When added tothe Contingent InterestPayments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is$1,020.125.
PS-6 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Example 3- Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is less than
its Trigger Value.
Date
Closing Valueof Least
Performing Underlying
Payment(per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Thirdthrough Thirty-Fifth
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Becausethe notes have not been automatically called, the Final Valueof the Least Performing Underlyingisless thanits Trigger Value
and the Least Performing Underlying Return is -60.00%, the payment at maturity will be $400.00per $1,000 principal amount note,
calculatedasfollows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above apply onlyif you hold thenotes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would be associated with any sale in the
secondarymarket.If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanyingprospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
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 ofany
Underlying is lessthan itsTrigger Value, you will lose 1% of the principal amount of your notes for every1% that the FinalValue of
theLeast Performing Underlyingis less than its Initial Value. Accordingly, under these circumstances, you will lose more than
30.00% of your principalamount at maturityand could lose all of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closingvalueof each Underlyingon that Review Date isgreater than or equal to its Interest Barrier. If the closingvalue of any
Underlying onthat Review Date isless thanits Interest Barrier, no Contingent Interest Payment will bemade with respect to that
Review Date. Accordingly, if the closing valueof any Underlying on each Review Date is lessthan its Interest Barrier, you willnot
receiveany interest paymentsover the termof the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE &CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
•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 securitiesand thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient 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
PS-7 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
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 any Underlying, which may be significant.You will not participate in any appreciation ofany
Underlying.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linkedto abasket composed of the Underlyings and are contingent upon the performance of each
individualUnderlying. Poor performance by any of the Underlyingsover the term of the notes may result in the notes not being
automaticallycalled ona Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any
Interest Payment Date andyour payment at maturity and will not be offset or mitigated by positive performance by any other
Underlying.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueof any Underlying is less than its Trigger Value and the notes have not been automatically called, the benefit
providedbythe Trigger Value will terminate and you will befully exposed to any depreciation of theLeast Performing Underlying.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. Thereis no guarantee that youwould be
ableto reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND ORTHOSE SECURITIES.
•THE RISK OF THE CLOSING VALUE OF ANUNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE VALUE OF THAT UNDERLYING IS VOLATILE.
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy thenotes. Youmay notbe able to sellyournotes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notesto maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potentialinvestment in thenotesbased 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 thenotescould result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
noteswill exceed the estimated valueof the notesbecause costs associatedwith selling, structuringand hedging the notes are
PS-8 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
included in the original issue price of the notes. These costs include the sellingcommissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Value of the Notes" in 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 notesmaydiffer 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 value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated Value of the Notes"in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in theoriginal issue price of the noteswill be partiallypaid back to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take intoaccount 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 in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of thenotes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, asidefrom the selling commissions,projected hedgingprofits, if any, estimated hedging
costs and the valuesof the Underlyings.Additionally, independent pricing vendors and/or third party broker-dealersmay publish a
price for thenotes, whichmay also be reflected on customer account statements. This price may be different (higher or lower)
than the price of thenotes, if any, at which JPMS may be willing to purchaseyournotesin the secondary market. See "Risk
Factors - Risks Relating to the Estimated Valueand SecondaryMarket Prices of theNotes -Secondary market prices of the
notes will be impactedbymanyeconomic and market factors" in the accompanying product supplement.
Risks Relating to theUnderlyings
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE®, THE FINANCIAL SELECT SECTOR SPDR® FUND AND ITS UNDERLYING INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the value of the Dow JonesIndustrial Average®, the Financial Select Sector SPDR®Fund or its Underlying Index (as defined under
"The Underlyings" below).
PS-9 | Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Smallcapitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downwardstock price pressure under adverse market conditions.
•THERE ARE RISKS ASSOCIATED WITH THE FUNDS -
The Funds aresubject tomanagement risk, whichis the risk that the investment strategies of the applicable Fund's investment
adviser, the implementation ofwhich issubject to a number of constraints, maynot produce the intended results. These
constraintscould adverselyaffect the market prices of the sharesof the Fundsand, consequently, the value of the notes.
•THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
Each Funddoes not fully replicateits Underlying Index (as defined under "The Underlyings" below) andmay hold securities
different from those included in its Underlying Index. In addition, the performance of eachFund will reflect additional transaction
costs and fees that are not includedin the calculation of its Underlying Index.All of these factors maylead to a lack of correlation
between theperformance of each Fund and its Underlying Index. In addition, corporate actions with respect to the equitysecurities
underlyingeach Fund (such as mergers and spin-offs) may impact the variancebetween the performances of that Fund and its
Underlying Index. Finally, because the sharesof each Fund are tradedon a securities exchange and are subject tomarket supply
and investor demand, the market value of one share of each Fundmay differ fromthenet asset value per share of that Fund.
During periodsof market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per shareof that Fund and the liquidityof that Fund may be
adversely affected.This kind of market volatility mayalso disrupt the ability of market participants tocreate and redeemshares of
a Fund. Further, market volatilitymay adversely affect, sometimes materially, the prices at which market participants arewilling to
buyandsell shares of a Fund.As a result,under these circumstances, themarket value ofshares of a Fund may vary
substantiallyfrom the net asset value per shareof that Fund. For all of the foregoing reasons, the performance of each Fund may
not correlate with the performance of its Underlying Indexaswell as the net asset value per share of that Fund, which could
materially andadverselyaffect thevalue of thenotes in the secondary market and/or reduce any payment on the notes.
•RISKS ASSOCIATED WITH THE FINANCIAL SECTOR WITH RESPECT TO THE FINANCIAL SELECT SECTOR SPDR® FUND
-
All or substantially all of the equitysecurities held bythe Financial Select Sector SPDR®Fund are issued by companies whose
primary line of businessisdirectly associated with the financial sector. As a result, the value of the notes may be subject to greater
volatilityandbe moreadversely affected by a single economic, political or regulatory occurrence affecting this sector thana
different investment linked to securities of a more broadlydiversified group of issuers.Financial services companiesare subject to
extensive government regulation, whichmay limit both the amounts and types of loans and other financial commitments theycan
make, the interest ratesandfees they can charge, thescopeof their activities, theprices they cancharge and the amount of
capitalthey must maintain. Profitabilityislargely dependent on the availability and cost of capital funds and can fluctuate
significantly when interest rates change or due to increasedcompetition. In addition, deterioration of the credit marketsgenerally
maycausean adverse impact in abroadrange of markets, including U.S. and internationalcredit and interbankmoneymarkets
generally, thereby affecting awide range of financial institutionsand markets. Certain events in the financial sector may cause an
unusually high degreeof volatilityin the financial markets, both domestic and foreign, and cause certain financial services
companiesto incur large losses. Securities of financialservicescompanies mayexperience a dramaticdecline in value when
these companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance
of debt or equitysecurities) or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses
associated with investment activities can negativelyimpact the financialsector. Insurance companies maybe subject to severe
price competition.Adverse economic, business or political developments could adverselyaffect financial institutionsengagedin
mortgage finance or other lending or investing activitiesdirectly or indirectly connected to the value of real estate. These factors
could affect the financialsector andcould affect the value of the equity securitiesheld by the Financial Select Sector SPDR® Fund
and the priceof the Financial Select Sector SPDR® Fund during the term of the notes, which mayadversely affect the value of your
notes.
•RISKS ASSOCIATED WITH THE UTILITIES SECTOR WITH RESPECT TO THE UTILITIES SELECT SECTOR SPDR® FUND -
All or substantially all of the equitysecurities held by the Utilities Select Sector SPDR® Fund are issued by companies whose
primary line of businessisdirectly associated with the utilities sector. As a result,thevalueof thenotesmay besubject togreater
PS-10| Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
volatilityandbe moreadversely affected by a single economic, political or regulatory occurrence affecting this sector thana
different investment linked to securities of a more broadlydiversified group of issuers. Utility companies are affected bysupply and
demand, operating costs, government regulation, environmental factors, liabilities for environmental damage and general civil
liabilities and rate caps or ratechanges. Although rate changes of a regulated utility usually fluctuate in approximate correlation
with financing costs, due to political and regulatory factors, rate changes ordinarily occur only following adelay after thechanges in
financing costs.This factor will tend to favorably affect a regulated utilitycompany's earnings and dividendsin times of decreasing
costs, but conversely, will tend to adversely affect earnings and dividends when costs are rising.The value of regulated utility
equitysecuritiesmay tend to have an inverse relationship to the movement of interestrates.Certain utility companies have
experienced full or partial deregulationin recent years. These utility companies are frequentlymore similar to industrial companies
in that they are subject to greater competition and have been permitted by regulators to diversify outside of their original
geographic regions and their traditional lines of business.These opportunities may permit certain utility companies to earn more
than their traditional regulated ratesof return.Some companies, however, may beforced to defend their corebusiness and may
be less profitable.In addition,natural disasters, terrorist attacks, government intervention or other factorsmay render a utility
company's equipment unusable or obsoleteand negatively impact profitability. Amongthe risks that may affect utility companies
are the following: risks of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction
during inflationary periods; restrictions onoperationsand increased costs and delaysassociated with compliance with
environmental and nuclear safety regulations; and the difficultiesinvolvedin obtaining natural gas for resale or fuel for generating
electricity at reasonable prices. Other risks include those related to the constructionandoperation of nuclear power plants, the
effects of energy conservationand the effects of regulatorychanges.These factors could affect the utilitiessector and could affect
the value of the equity securities heldbythe Utilities Select Sector SPDR®Fund and the price of the Utilities Select Sector SPDR®
Fund during the term of the notes, which may adverselyaffect thevalue of your notes.
•THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factorfor each Fund for certain events affectingthe shares
of that Fund. However, the calculation agent will not make an adjustment inresponse to all events that could affect the sharesof
the Funds. If an event occursthat does not require the calculation agent to make anadjustment, thevalue of the notesmay be
materially andadverselyaffected.
PS-11| Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
The Underlyings
The Russell 2000® Indexconsistsof the middle 2,000companies included in the Russell3000E™ Indexand, asa result of theindex
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell2000® Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket.For additional information about the
Russell2000® Index, see "Equity Index Descriptions-The Russell Indices"in the accompanying underlying supplement.
The Dow Jones Industrial Average®consistsof 30 commonstocks chosenas representative of the broad market of U.S. industry. For
additional information about the Dow Jones Industrial Average®, see "Equity Index Descriptions-The Dow JonesIndustrial Average®"
in the accompanying underlying supplement.
The Financial Select Sector SPDR® Fund is an exchange-traded fund of the Select Sector SPDR® Trust, a registered investment
company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of
publicly traded equity securities of companies in the Financial Select Sector Index, which we refer to as the UnderlyingIndex with
respect to the Financial Select Sector SPDR® Fund. The Financial Select Sector Index is a capped modified market capitalization-
based index that measures the performance of the GICS® financialsector of the S&P 500®Index, which currently includes companies
in the following industries: financial services; insurance; banks; capitalmarkets; mortgage real estateinvestment trusts ("REITs"); and
consumer finance.For additional information about the Financial Select Sector SPDR®Fund, see "Fund Descriptions-The Select
Sector SPDR®Funds" in the accompanyingunderlying supplement.
The Utilities Select Sector SPDR® Fundis an exchange-traded fund of the Select Sector SPDR®Trust, a registeredinvestment
company, that seeks to provide investment results that, before expenses, correspond generally to the price and yield performanceof
publicly traded equity securities of companies in the UtilitiesSelect Sector Index, which we refer to asthe Underlying Index with respect
to the Utilities Select Sector SPDR® Fund. The Utilities Select Sector Index is acapped modifiedmarket capitalization-based indexthat
measures the performance of the GICS® utilities sector of the S&P 500® Index, whichcurrently includescompanies in the following
industries: electric utilities; water utilities; multi-utilities; independent power and renewableelectricity producers; and gas utilities. For
additional information about the Utilities Select Sector SPDR®Fund, see "Fund Descriptions- The Select Sector SPDR®Funds" in the
accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of each Underlying based ontheweekly historical closing values from January
4, 2019 through October 25, 2024.Theclosing value of theRussell 2000® Indexon October 29, 2024 was 2,238.089.The closing
value of the Dow JonesIndustrial Average® on October 29, 2024 was42,233.05. The closing value of theFinancial Select Sector
SPDR® Fund on October 29, 2024 was $46.92. The closing value of the Utilities Select Sector SPDR® Fundon October 29, 2024 was
$79.28. We obtained the closing values above and below from the Bloomberg Professional® service ("Bloomberg"), without
independent verification.Theclosing values of the Fundsabove and below may have been adjusted by Bloomberg for actions takenby
the Funds, suchasstock splits.
Thehistorical closing values of each Underlying shouldnot be taken as an indication of future performance, and noassurance can be
given as tothe closingvalue of any Underlying on the Pricing Date orany Review Date.There can be noassurance that the
performance of the Underlyings will result in the return of any of your principal amount or the payment of any interest.
PS-12| Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
PS-13| Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Tax Treatment
You should review carefully the section entitled "Material U.S. FederalIncome Tax Consequences" in the accompanying product
supplement no. 4-I. In determiningour reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and(ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-Tax Consequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement.Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare 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 of their investment.It also asks for commentson a number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors suchas the nature of the
underlying property to which the instruments are linked.While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect.The discussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under 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 tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. 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 generally at 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 to claiman exemption from, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for suchan exemption or
reduction under an applicable tax treaty.If you area Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities.Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments 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.Section 871(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 thepotential application
of Section 871(m) will be provided in the pricing supplement for the notes.Youshouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
In the event 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 the sum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component withthesamematurityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notesdoes not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of the notes as well as the higherissuance,
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, whichmay 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 any secondary market
prices of the notes. For additional information, see"Selected Risk Considerations- Risks Relating to the Estimated Value and
PS-14| Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
Secondary Market Pricesof the Notes- The Estimated Value of the NotesIs DerivedbyReference toan Internal Funding Rate"in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of thenotes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe 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.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated value of the noteswill be lower than the original issue price of the notes because costs associatedwith selling,
structuring and hedging the notes are included in the originalissue price of the notes.These costs include the sellingcommissions
paidto JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour obligations under the notes.Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any,realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits.See"Selected Risk Considerations- Risks Relating to the Estimated Valueand SecondaryMarket Prices of theNotes-The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes"inthis pricingsupplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes -Secondary market prices of the notes will 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 include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internalsecondarymarket 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 length of anysuch 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- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period"in this 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 pricingsupplementfor an illustration of therisk-return
profile of the notes and "TheUnderlyings"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 notesplus the selling commissions paid toJPMS 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 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 reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept 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 readthispricing supplement together with theaccompanyingprospectus, as supplemented bytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part, the accompanyingprospectus
PS-15| Structured Investments
Auto Callable ContingentInterestNotes Linked to theLeastPerforming of
the Russell2000®Index,theDow Jones IndustrialAverage®,the Financial
Select Sector SPDR®Fund and the Utilities SelectSectorSPDR®Fund
addendumand the more detailed information contained in the accompanyingproduct supplement and the accompanying underlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written 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" sectionsof the accompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities.We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may 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-Idated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement andprospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 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.