JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 14:54
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 to buy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion dated October 29,2024
November,2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-I dated April 13,2023, underlyingsupplement no.1-Idated April 13,2023,
the prospectus andprospectus supplement, each dated April13, 2023, and the prospectus addendumdatedJune 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Contingent InterestNotes Linked to the Lesser
Performingof the Energy Select SectorSPDR® Fund and the
SPDR®S&P®Regional Banking ETFdue November 12,
2027
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseeka Contingent Interest Payment with respect to eachmonthly Interest
Review Date for which the closing price of one shareof each of the Energy Select SectorSPDR® Fundand the SPDR®
S&P® Regional Banking ETF, which we refer toas the Funds, isgreater than or equal to70.00% of its Initial Value, which
we refer to as anInterest Barrier.
•The notes will beautomatically called if the closing price of one share of each Fund on any quarterly Autocall Review
Date is greater than or equal to its Initial Value.
•The earliest dateon which an automatic call may be initiated isMay 6, 2025.
•Investors should be willing toaccept the riskof losing up to 75.00%of their principal and the risk that no Contingent
Interest Payment may bemade with respect tosome or allInterestReview 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 onwhich 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 Funds.Payments on the notes are linked to the
performance of each of the Fundsindividually, as describedbelow.
•Minimum denominations of $1,000 and integral multiples thereof
•Thenotes are expected to price on or about November 6, 2024 and are expected to settle on or about November 12,
2024.
•CUSIP: 48135UX47
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 accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-6 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 accuracy or the adequacy ofthis pricing supplementor theaccompanying product supplement,
underlyingsupplement, prospectus supplement, prospectusand prospectusaddendum.Any representation to thecontrary is a
criminal offense.
Price to Public (1)(2)
Feesand Commissions (2)(3)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricing supplementfor information about thecomponents of theprice to public ofthe
notes.
(2) With respecttonotes sold to certain fee-basedadvisoryaccountsfor which an affiliated orunaffiliatedbroker-dealer is an
investmentadviser,the pricetothe publicwillnot be lower than$992.50 per $1,000 principal amountnote. J.P.Morgan Securities
LLC, whichwe referto as JPMS, and thesebroker-dealers will forgo any selling commissions relatedtothesesales.See "Plan of
Distribution (Conflicts of Interest)"in the accompanyingproductsupplement.
(3) With respecttonotes sold to brokerage accounts, JPMS, acting as agent for JPMorganFinancial,willpay allof theselling
commissions it receives from us toother affiliated or unaffiliated dealers. Inno event willtheseselling commissions exceed $7.50per
$1,000 principalamountnote.See "Plan of Distribution (Conflicts ofInterest)"intheaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $982.20per $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 $960.00per $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 the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
Key Terms
Issuer:JPMorganChase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds:The Energy Select Sector SPDR® Fund (Bloomberg
ticker: XLE) and the SPDR® S&P® Regional Banking ETF
(Bloombergticker:KRE)
Contingent InterestPayments:If the notes have not been
automaticallycalled and the closing priceof one share of each
Fund on any Interest Review Date is greater than or equal to its
Interest Barrier, you will receive on the applicableInterest
Payment Date for each $1,000 principal amount notea
ContingentInterest Payment equaltoat least $7.9167
(equivalent toa Contingent Interest Rate of at least 9.50% per
annum, payableat a rateof atleast 0.79167% per month) (to
be providedin the pricingsupplement).
If theclosing price of one share of either Fund on anyInterest
Review Date is less than its Interest Barrier, no Contingent
Interest Payment will be made with respect to that Interest
Review Date.
Contingent InterestRate:Atleast 9.50% per annum, payable
at a rate ofat least 0.79167%per month (to be provided in the
pricingsupplement)
Interest Barrier: With respect to each Fund, 70.00%of its
Initial Value
Buffer Threshold:With respect toeach Fund, 75.00% of its
Initial Value
Buffer Amount:25.00%
Pricing Date: On or aboutNovember 6, 2024
Original Issue Date (Settlement Date): On or about November
12, 2024
Interest Review Dates*: December 6, 2024, January 6, 2025,
February 6, 2025, March 6, 2025, April 7, 2025, May 6, 2025,
June 6, 2025, July 7, 2025, August 6, 2025, September 8, 2025,
October 6, 2025, November 6, 2025, December 8, 2025,
January6, 2026, February 6, 2026, March 6, 2026, April 6,
2026, May 6, 2026, June 8, 2026, July 6, 2026, August 6, 2026,
September 8, 2026, October 6, 2026, November 6, 2026,
December 7, 2026, January 6, 2027, February 8, 2027, March
8, 2027, April 6, 2027, May 6, 2027, June 7, 2027, July 6, 2027,
August 6, 2027, September 7,2027, October 6, 2027 and
November 8, 2027 (the "final Review Date")
Autocall Review Dates*:May6, 2025, August 6, 2025,
November 6, 2025, February 6, 2026, May6, 2026, August 6,
2026, November6, 2026, February 8, 2027, May 6, 2027 and
August 6, 2027
Interest Payment Dates*: December 11, 2024, January 9,
2025, February11, 2025, March 11, 2025, April10, 2025, May
9, 2025, June 11, 2025, July 10, 2025, August 11, 2025,
September 11, 2025, October 9, 2025, November 12, 2025,
December 11, 2025, January9, 2026, February 11, 2026,
March 11, 2026, April 9, 2026, May 11, 2026, June 11, 2026,
July 9, 2026, August 11, 2026, September 11, 2026, October 9,
2026, November 12, 2026, December 10, 2026, January 11,
2027, February11, 2027, March 11, 2027, April9, 2027, May
11, 2027, June 10, 2027, July 9, 2027, August 11, 2027,
September 10, 2027, October 12, 2027and theMaturity Date
Maturity Date*: November 12, 2027
Call Settlement Date*: If thenotes are automatically called on
any AutocallReview Date, thefirst Interest Payment Date
immediately following that AutocallReview Date
* Subjectto postponement in theevent of amarket disruption event
and as described under"General Termsof Notes-Postponement
of a DeterminationDate -Notes LinkedtoMultipleUnderlyings"
and "General Terms of Notes -Postponement of a PaymentDate"
in theaccompanying productsupplement
Automatic Call:
If theclosing price of one share of each Fund on any Autocall
Review Date is greater than or equal toits Initial Value, the
notes will beautomatically 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 the Interest Review
Date corresponding to that Autocall 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 eachFund is greater than or equal to itsBuffer
Threshold, 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 either Fund is lessthan itsBuffer Threshold, your
payment at maturity per $1,000 principalamount note, in
additionto any Contingent Interest Payment, willbecalculated
asfollows:
$1,000 + [$1,000 ×(Lesser Performing Fund Return + Buffer
Amount)]
If the notes have not been automatically called and the Final
Valueof either Fund is lessthan itsBuffer Threshold, you will
lose some or mostof your principal amount at maturity.
Lesser PerformingFund: The Fund with the Lesser
PerformingFund Return
Lesser PerformingFund Return: The lower of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachFund, the closingprice of
one share of that Fundon the Pricing Date
Final Value: With respect to eachFund, the closing price of
one share of that Fundon the final Review Date
Share Adjustment Factor:With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one shareof that Fundand is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund issubject to adjustmentupon the occurrenceof certain
eventsaffecting that 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 the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
Supplemental Terms of the Notes
Any values of the Funds, andanyvalues derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payments in Connectionwith Interest Review Dates Preceding the Final Review Date
The closing price of one shareof each Fund is
greater thanor equal toits Interest Barrier.
The closing price of one shareof either Fundis less
than its Interest Barrier.
Interest Review Dates Preceding the Final ReviewDateThat Are NotAutocallReviewDates
Compare theclosing price of one share of each Fundto its Interest Barrier oneach Interest ReviewDate that is not anAutocall ReviewDate
until thefinal ReviewDateoranyearlier automatic call. Refer to thesecond diagramif an Interest ReviewDate is also anAutocall ReviewDate.
Youwill receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Interest ReviewDate.
No Contingent Interest Payment will be made with respect to
the applicable Interest ReviewDate.
Proceedto the next Interest ReviewDate.
The notes will be automaticallycalled on the applicable Call Settlement Date and you will
receive (a) $1,000plus (b)the Contingent Interest Payment applicable to that Interest
ReviewDate.
No further payments will be madeon thenotes.
Interest Review Dates That Are Also Autocall Review Dates
AutomaticCall
The closing price of one
share of each Fundis
greater thanor equal to
its Initial Value.
The closing price of one
share of eitherFund is
less thanits Initial
Value.
Initial
Value Youwill receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Interest Review
Date.
The closing price of one
share of each Fundis
greater thanor equal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemade with respect to the
applicable Interest ReviewDate.
Proceed to the next Interest Review
Date.
The closing price of one
share of eitherFund is less
than its Interest Barrier.
Compare theclosing price of one share of each Fundto its Initial Valueand its Interest BarrieroneachInterest ReviewDate
that is also an Autocall ReviewDate until anyearlierautomatic call.
PS-3 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
Payment at MaturityIf the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical totalContingent InterestPayments per $1,000 principal amount note over the termof the
notesbasedona hypothetical Contingent InterestRate of 9.50% 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 9.50% per annum(payableat a rateof at least 0.79167% per month).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
36
$285.0000
35
$277.0833
34
$269.1667
33
$261.2500
32
$253.3333
31
$245.4167
30
$237.5000
29
$229.5833
28
$221.6667
27
$213.7500
26
$205.8333
25
$197.9167
24
$190.0000
23
$182.0833
22
$174.1667
21
$166.2500
20
$158.3333
19
$150.4167
18
$142.5000
17
$134.5833
16
$126.6667
15
$118.7500
14
$110.8333
13
$102.9167
12
$95.0000
11
$87.0833
10
$79.1667
Autocall Review Dates
Youwill receive (a)$1,000plus (b) the
Contingent Interest Payment
applicable to the final ReviewDate.
The notes are not
automaticallycalled.
Proceed to maturity
Final ReviewDatePayment at Maturity
The Final Value of each Fundis greater than or
equal toits BufferThreshold.
Youwill receive,in additionto any
Contingent Interest Payment:
$1,000+ [$1,000 × (LesserPerforming
FundReturn+ Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
The Final Value of eitherFund is less thanits
Buffer Threshold.
PS-4 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
9
$71.2500
8
$63.3333
7
$55.4167
6
$47.5000
5
$39.5833
4
$31.6667
3
$23.7500
2
$15.8333
1
$7.9167
0
$0.0000
Hypothetical PayoutExamples
The following examples illustrate payments on thenoteslinked to twohypothetical Funds, assuming a range of performances for the
hypotheticalLesser Performing Fund ontheInterest Review Datesand the Autocall Review Dates.Each hypothetical payment set
forth below assumes that the closing price of one share of the Fund that is not theLesser Performing Fund on(i) each
AutocallReview Date is greater than or equal to its Initial Value and (ii) on each Interest Review Date is greater than or equal
to its Interest Barrier and itsBuffer Threshold.
In addition, the hypothetical paymentsset forth below assumethe following:
•the notes were sold only to brokerage accounts;
•an Initial Value for the Lesser PerformingFund of $100.00;
•an Interest Barrier for theLesser Performing Fund of$70.00 (equal to 70.00% of its hypothetical Initial Value);
•a Buffer Threshold for the Lesser Performing Fund of $75.00 (equal to75.00% of its hypothetical Initial Value);
•a Buffer Amount of 25.00%; and
•a Contingent Interest Rate of 9.50% per annum.
ThehypotheticalInitial Valueof the Lesser Performing Fundof $100.00 has beenchosenfor illustrative purposes onlyand may not
represent a likely actual Initial Valueof either Fund.The actualInitial Valueof each Fund will be the closing price of oneshare of that
Fund on the Pricing Dateand will be providedin the pricingsupplement.For historical data regardingtheactualclosing prices of one
share of each Fund, please see thehistorical information set forth under "TheFunds"in this pricingsupplement.
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.
Example 1 - Notes are automaticallycalled on the first AutocallReviewDate.
Date
Closing Priceof One Shareof
Lesser PerformingFund
Payment(per $1,000 principalamount note)
First Interest Review
Date
$105.00
$7.9167
Second Interest Review
Date
$50.00
$0
Third through Fifth
Interest Review Dates
Less than Interest Barrier
$0
SixthInterest Review
Date(first Autocall
Review Date)
$115.00
$1,007.9167
Total Payment
$1,015.8333 (1.58333% return)
Because the closing price of one shareof each Fund on the first AutocallReview Date, which is also the sixth Interest Review Date,is
greater than or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000principal amount
note, of $1,007.9167(or $1,000 plus the Contingent InterestPayment applicable to thesixth InterestReview Date),payable on the
applicable Call Settlement Date.When added to the Contingent Interest Payment received with respect to the priorInterest Review
Dates, the total amount paid, for each $1,000 principal amount note, is $1,015.8333.No further payments will be made on thenotes.
PS-5 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
Example 2 - Notes have NOT been automatically called and the Final Value of the Lesser PerformingFund isgreater than or
equal to its Buffer Threshold.
Date
Closing Price of One Share of
Lesser PerformingFund
Payment(per $1,000 principalamount note)
First Interest Review
Date
$95.00
$7.9167
Second Interest Review
Date
$85.00
$7.9167
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,007.9167
Total Payment
$1,023.75(2.375% return)
Because the notes have not been automaticallycalled and the Final Value of theLesser PerformingFund is greater than or equal to its
Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be $1,007.9167(or $1,000 plus theContingent
Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with respect tothe
prior Interest Review Dates, the total amount paid, for each$1,000 principal amount note, is $1,023.75.
Example 3 - Notes have NOT been automatically called and the Final Value of the Lesser PerformingFund isless than its
Buffer Threshold but is greater than or equal to its Interest Barrier.
Date
Closing Price of One Share
of Lesser Performing Fund
Payment (per $1,000 principalamount note)
First Interest Review Date
$60.00
$0
Second Interest Review
Date
$65.00
$0
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
$70.00
$957.9167
Total Payment
$957.9167 (-4.20833% return)
Because the notes have not been automaticallycalled, the Final Value of the Lesser Performing Fundis less than its Buffer Threshold
but is greater than or equal toits Interest Barrier and the Lesser Performing Fund Return is-30.00%, the payment at maturity willbe
$957.9167 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-30.00% + 25.00%)] + $7.9167 = $957.9167
PS-6 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
Example 4 - Notes have NOT been automatically called and the Final Value of the Lesser PerformingFund isless than its
Buffer Threshold and itsInterest Barrier.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment(per $1,000 principalamount note)
First Interest Review
Date
$40.00
$0
Second Interest Review
Date
$45.00
$0
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$650.00
Total Payment
$650.00 (-35.00% return)
Becausethe notes have not been automatically called, the Final Value of the Lesser PerformingFund is less than itsBuffer Threshold
and itsInterest Barrier and the Lesser PerformingFund Return is-60.00%, the payment at maturity will be $650.00 per $1,000 principal
amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00% +25.00%)] = $650.00
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 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 notesinvolves significant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanyingprospectus supplement andproduct 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 thenotes have not been automatically called and the Final Value of either
Fund isless than its Buffer Threshold, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of
the Lesser Performing Fund is less than its Initial Value by more than 25.00%. Accordingly, under these circumstances, you will
lose up to 75.00% of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to an Interest Review
Date onlyif the closing price of oneshare of each Fund on that Interest Review Date is greater than or equal to its Interest Barrier.
If theclosing price of oneshare of either Fund on thatInterest Review Date is less than its Interest Barrier, no Contingent Interest
Payment will be made with respect to that Interest Review Date. Accordingly, if the closing price of one share of either Fund on
eachInterest Review Date islessthan its Interest Barrier, you will not receive any interest payments over 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 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 entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. 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 tomeet our obligations in
PS-7 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rank pari 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 either Fund, which may besignificant. You will not participatein any appreciation of either Fund.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND -
Payments onthenotes are not linkedto abasket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by either of the Funds over theterm of the notesmay result in the notes not being
automaticallycalled onan Autocall Review Date, maynegatively affect whether you will receive a Contingent Interest Payment on
any Interest Payment Date and your payment at maturity and willnot be offset or mitigated by positive performance by the other
Fund.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
•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. There is 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 HELD BY EITHER FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE FUNDS OR THOSE SECURITIES.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR BUFFER
THRESHOLD IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
•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 sellyour 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 the estimated value of the notes and the
Contingent Interest Rate.
Risks Relating to Conflicts 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 notescould 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 the Estimated 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 originalissue price of the
noteswill exceed the estimated valueof the notesbecause costs associatedwith selling, structuringandhedging thenotes are
included in the original issue price of the notes. These costs include the selling commissions,if any,the projected profits, if any,
that our affiliates expect to realize for assuming risks inherent in hedging our obligationsunder thenotes and the estimated cost of
hedging our obligations under the notes. See"The Estimated Value of the Notes" in this pricing supplement.
PS-8 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
•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 maturityissued byJPMorgan Chase & Co. or its affiliates. Any difference may
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 comparison to 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 havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated Valueof the Notes"in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period maybe lower than the value of 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 into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude sellingcommissions,if any,projectedhedging profits, if any, and estimated
hedging costs that are included in the originalissue price of the notes.Asa result, the price, if any, at which JPMS will be willing to
buy the notes from you in secondary market transactions, if at all, is likely to be lower thanthe original issue price. Any sale by you
prior to the Maturity Date could result in asubstantial loss 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, if any,projected hedging profits, if any, estimated
hedging costsand the pricesof oneshare of the Funds. Additionally, independent pricing vendors and/or third party broker-
dealers may publish a price for thenotes, whichmay also bereflected oncustomer account statements.Thisprice maybe
different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary
market. See"Risk Factors-Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes- Secondary
market prices of the notes willbe impacted bymany economicand market factors" intheaccompanying product supplement.
Risks Relating to the Funds
•THERE ARE RISKS ASSOCIATED WITH THE FUNDS -
TheFunds aresubject tomanagement risk, whichis the risk that the investment strategiesof theapplicable Fund'sinvestment
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 Funds" below) and mayhold securities different
from those included inits Underlying Index. In addition, the performance of each Fund will reflect additional transaction costs and
feesthat are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lackof correlation between
the performance of each Fund andits Underlying Index. In addition, corporate actions withrespect to the equity securities
underlying a Fund (suchasmergers and spin-offs) may impact the variance between the performances of that Fund and its
PS-9 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
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 fromthe net 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 are willing to
buyandsell shares of a Fund.As a result,under these circumstances, themarket value ofshares of a Fund may vary
substantiallyfrom thenet asset value per share of 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
materiallyand adverselyaffect thevalue of thenotes in the secondary market and/or reduce any payment on the notes.
•RISKS ASSOCIATED WITH THE ENERGY SECTOR WITH RESPECT TO THE ENERGY SELECT SECTOR SPDR® FUND -
All or substantially all of the equitysecurities held by the Energy Select Sector SPDR®Fund are issued bycompanies whose
primary line of businessisdirectly associated with the energy sector. As a result,thevalueof thenotes may be subject togreater
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. Issuers in energy-related industries can be
significantlyaffected by fluctuations in energypricesandsupplyanddemand of energy fuels.Marketsfor various energy-related
commodities can have significant volatility, and aresubject to controlor manipulation by large producersor purchasers.
Companies in the energysector may need to make substantial expenditures, and to incur significant amounts of debt, in order to
maintain or expand their reserves. Oil andgasexploration and production can be significantly affected by naturaldisasters as well
as changes in exchange rates, interest rates, government regulation, world eventsand economic conditions. Thesecompanies
maybe at risk for environmental damage claims. These factors could affect the energysector and couldaffect thevalue of the
equitysecuritiesheld by the Energy Select Sector SPDR® Fund and the price of the Energy Select Sector SPDR® Fund during the
term of the notes, which mayadversely affect the valueof your notes.
•RISKS ASSOCIATED WITH THE BANKING INDUSTRY WITH RESPECT TO THE SPDR® S&P® REGIONAL BANKING ETF -
All or substantially all of the equitysecurities held by the SPDR®S&P® Regional Banking ETFareissued by companies whose
primary line of businessisdirectly associated with the banking industry. As a result, thevalue of thenotes maybesubject to
greater volatility and be moreadversely affectedbya single economic, political or regulatory occurrence affecting this industry than
a different investment linked to securities of a more broadly diversified group of issuers.The performance of bank stocksmaybe
affected byextensive governmental regulation, which may limit boththeamounts and types of loans and other financial
commitments they can make, the interest ratesand fees they can charge and the amount of capital they must maintain.
Profitabilityislargely dependent on theavailabilityand cost of capital funds and can fluctuate significantly when interest rates
change. Credit losses resulting from financial difficulties of borrowerscan negatively impact the banking companies. Banksmay
also besubject to severeprice competition. Competition is high among banking companies and failure tomaintain or increase
market share may result in lost market share. These factorscould affect the banking industry and could affect thevalue of the
equitysecuritiesheld by theSPDR®S&P® Regional Banking ETFand the price of the SPDR®S&P® Regional Banking ETF during
the term of the notes, which may adversely affect the value of your notes.
•THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for each Fundfor certain events affecting the 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 thecalculation agent to make an adjustment, the value of the notesmaybe
materially andadverselyaffected.
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Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
the EnergySelectSector SPDR® Fund and theSPDR® S&P®Regional
BankingETF
The Funds
The Energy 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 performance of
publicly traded equity securities of companies in the EnergySelect Sector Index, which werefer to asthe Underlying Index with respect
to the Energy Select Sector SPDR® Fund. The Energy Select Sector Index is acapped modified market capitalization-based index that
measures the performance of the GICS®energysector of the S&P 500®Index, which currentlyincludescompanies in thefollowing
industries: oil, gas & consumable fuels; and energy equipment & services. For additional information about the Energy Select Sector
SPDR®Fund, see "Fund Descriptions - The Select SectorSPDR®Funds" intheaccompanying underlying supplement.
The SPDR®S&P®Regional Banking ETF is an exchange-traded fund of the SPDR® SeriesTrust, a registered investment company,
that seeks to provide investment results that, before fees and expenses, correspondgenerally to the total return performanceof an
index derived from the regional banking segment of the U.S. banking industry, which we refer to as the Underlying Indexwith respect to
the SPDR®S&P® Regional Banking ETF. The Underlying Index with respect to the SPDR®S&P®Regional Banking ETF is currently
the S&P® Regional Banks Select IndustryTM Index. The S&P®Regional Banks Select IndustryTM Index is amodified equal-weighted
index that is designed to measure the performance of the GICS®regional bankssub-industry of the S&P Total Market Index. For
additional information about the SPDR®S&P® Regional Banking ETF, see "Fund Descriptions-The SPDR®S&P®Industry ETFs" in
the accompanying underlyingsupplement.
Historical Information
The following graphsset forththe historical performance of each Fundbased on the weekly historicalclosing prices of one share of
each Fund from January 4, 2019 throughOctober 25, 2024.The closing price of one share of theEnergy Select Sector SPDR®Fund
on October 28, 2024 was $89.20. The closing price of one share of theSPDR®S&P® Regional Banking ETFon October 28, 2024was
$59.56. We obtained the closing prices above and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification. Theclosing prices above and below mayhave been adjusted byBloombergfor actions takenby the Funds,
such as stock splits.
Thehistorical closing prices of one share of each Fundshould not be taken as anindication of future performance, and no assurance
canbe given as to the closing price of one share of either Fund on the Pricing Date, any Interest Review Dateor any Autocall Review
Date.Therecan beno assurance that the performanceof the Funds will result in the return of any of your principal amount in excess of
$250.00 per $1,000 principalamount note, subject to thecredit risks of JPMorgan Financial andJPMorgan Chase & Co.,or the
payment of anyinterest.
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Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
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BankingETF
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-Tax Consequences to U.S. Holders-Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on thenotes
could be materially affected.In addition, in 2007 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 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 Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented bythe 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 to payany additional amounts with
respect to amounts withheld. In order to claiman exemptionfrom, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not aU.S. person and iseligible for suchan exemptionor
reduction under an applicable tax treaty. Ifyou are a Non-U.S. Holder, you shouldconsultyour tax adviser regarding the tax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and thecertification 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 deemedpaid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescope of Section 871(m) instruments issuedprior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor 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
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Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
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BankingETF
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 thepotential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult 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-income debt component with the same maturityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated valueof 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, ourand our affiliates'view of the funding 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, whichmay prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for thenotes. Theuse 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
Secondary Market Pricesof the Notes - The Estimated Value of the NotesIs DerivedbyReference to anInternalFunding 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 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 basedon 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 inthe original issue price of the notes.These costs include the selling commissions, if
any, paid to JPMS andother affiliated or unaffiliated dealers,the projectedprofits, if any, that our affiliatesexpect to realize for
assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes.
Becausehedgingour obligations entails risk and maybe influenced bymarket forces beyond our control, this hedging may result in a
profit that is more or less than expected, or it mayresult in aloss.A portion of the profits, if any, realized in hedging our obligations
under the notes sold to brokerage accountsmay be allowedto other affiliated or unaffiliated dealers, and we or one or more of our
affiliates will retain any remaining hedging profits.See "Selected Risk Considerations- Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes - The Estimated Value of the NotesWill BeLower 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 include selling commissions,if any,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internalsecondarymarket funding rates
for structureddebt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.Thelengthof any such initial period reflects thestructure of thenotes, whether our affiliatesexpect toearn a
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Auto Callable ContingentInterestNotes Linked to the LesserPerforming of
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BankingETF
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 pricingsupplement.
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 "TheFunds"in this pricing supplementfor 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, if any,paid to JPMS and
other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the notes, plus theestimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
With respect to notes sold to certain fee-based advisory accountsfor which an affiliated or unaffiliated broker-dealer is an investment
adviser, the price to the publicwill not be lower than $992.50 per $1,000 principalamount note.JPMS andthese broker-dealers will
forgo anyselling commissions related to these sales.See "Plan of Distribution (Conflicts of Interest)" in the accompanying product
supplement.
With respect to notes sold to brokerage accounts, JPMS, acting as agent for JPMorgan Financial, willpay all of the selling commissions
it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed$7.50 per $1,000
principal amount note.See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
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 topurchase.
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 accompanying prospectus
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 notesandsupersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structuresfor implementation, sample structures, fact sheets, brochures or other educational materialsof
ours.Youshould carefullyconsider, among other things, the matters set forth inthe "RiskFactors" sections of the accompanying
prospectussupplement and the accompanyingproduct supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities.We urgeyou to consult your investment,legal, tax, accounting and
other advisers beforeyou invest in the notes.
You may access these documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement 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.