JPMorgan Chase & Co.

10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:04

Primary Offering Prospectus - Form 424B2

The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminarypricing supplement is not an
offer to sell nor does it seekanoffer to buythese securities in any jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 28,2024
November ,2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-Idated April13, 2023, underlyingsupplement no.1-Idated April 13,2023, theprospectus and
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Digital Barrier Notes Linked to the Lesser Performing
of the Russell 2000® Index and the S&P 500® Index
due December 11, 2025
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a fixed returnof at least 8.00%at maturityif the Final Value of the lesser
performing of the Russell2000® Index and the S&P 500® Index, which we refer to as the Indices, isgreater than or equal to
66.75% of its Initial Value, which we refer to as a Barrier Amount.
●Investors should be willing to forgo interest anddividend payments and be willing to lose some or all of their principal
amount at maturity.
●The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments onthenotes are not linkedto abasket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on or about November 8, 2024 and are expected to settle on or about November 14, 2024.
●CUSIP: 48135UR36
Investing in thenotes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-3of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricingsupplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
-
$1,000
Total
$
-
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the components of the price to public ofthenotes.
(2) Allsalesofthenoteswill bemade to certain fee-basedadvisory accountsforwhich an affiliated orunaffiliatedbroker-dealeris an
investmentadviser. These broker-dealers will forgoanycommissionsrelated to these sales.See"Plan of Distribution(ConflictsofInterest)"
in theaccompanyingproductsupplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$990.20 per $1,000principal amount
note. Theestimatedvalueofthenotes, whenthe termsof the notes areset, willbeprovidedinthe pricing supplement and
will not be less than $970.00 per $1,000 principal amount note. See "The Estimated Valueof the Notes" in this pricing
supplement for additional information.
Thenotesarenot bankdeposits, are not insuredby the FederalDeposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Russell 2000® Index (Bloomberg ticker: RTY)
and the S&P 500®Index (Bloomberg ticker: SPX) (each an
"Index" and collectively, the "Indices")
Contingent Digital Return:At least 8.00% (to be provided in
the pricingsupplement)
Barrier Amount:With respect to each Index, 66.75% of its
Initial Value
Pricing Date: On or aboutNovember 8, 2024
Original Issue Date (Settlement Date): On or about
November 14, 2024
Observation Date*:December 8, 2025
Maturity Date*: December 11, 2025
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date -Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying
product supplement
Payment at Maturity:
If theFinal Valueof each Index is greater thanor equal to its
Barrier Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Contingent Digital Return)
If theFinal Valueof either Index is lessthan its Barrier
Amount, your payment at maturityper $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If theFinal Valueof either Index is lessthan its Barrier
Amount, you will lose more than 33.25%of your principal
amount at maturity and could loseall of your principal amount
at maturity.
Lesser PerformingIndex: The Index with the Lesser
Performing Index Return
Lesser PerformingIndex Return: Thelower of the Index
Returns of the Indices
Index Return:With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Index, the closing level of
that Index onthe Pricing Date
Final Value: With respect to each Index, the closing level of
that Index onthe ObservationDate
PS-2| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthecorresponding terms of thenotes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinkedto two hypothetical
Indices. The "total return" as usedin thispricing supplement is the number, expressed as a percentage, that results fromcomparing the
payment at maturity per $1,000 principalamount note to $1,000. The hypothetical total returnsand payments set forth below assume
the following:
●an Initial Value for the Lesser Performing Index of 100.00;
●a Contingent Digital Return of 8.00%; and
●a Barrier Amount for the Lesser Performing Index of 66.75 (equalto 66.75% of itshypothetical Initial Value).
The hypothetical Initial Value of the Lesser Performing Indexof 100.00 has been chosen for illustrative purposesonly andmay not
represent a likelyactual Initial Valueof either Index. Theactual Initial Value of each Index will be the closing levelof that Indexon the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please
see the historicalinformationset forth under "The Indices" in thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and maynot be the
actual totalreturn or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the following table and
graphhave been rounded for ease of analysis.
Final Value of the
Lesser Performing
Index
Lesser Performing
Index Return
Total Returnon the Notes
Payment at Maturity
180.00
80.00%
8.00%
$1,080.00
165.00
65.00%
8.00%
$1,080.00
150.00
50.00%
8.00%
$1,080.00
140.00
40.00%
8.00%
$1,080.00
130.00
30.00%
8.00%
$1,080.00
120.00
20.00%
8.00%
$1,080.00
110.00
10.00%
8.00%
$1,080.00
108.00
8.00%
8.00%
$1,080.00
105.00
5.00%
8.00%
$1,080.00
101.00
1.00%
8.00%
$1,080.00
100.00
0.00%
8.00%
$1,080.00
95.00
-5.00%
8.00%
$1,080.00
90.00
-10.00%
8.00%
$1,080.00
80.00
-20.00%
8.00%
$1,080.00
70.00
-30.00%
8.00%
$1,080.00
66.75
-33.25%
8.00%
$1,080.00
66.74
-33.26%
-33.26%
$667.40
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-3| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
The following graph demonstratesthehypothetical payments at maturity on the notes for a sub-set of Lesser PerformingIndex Returns
detailedin the table above (-60% to60%). There can be noassurance that the performance of the Lesser Performing Index will result
in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If theFinal Valueof each Index is greater than or equal to its Barrier Amount of 66.75%of its Initial Value, investors will receive at
maturitythe $1,000 principal amount plusa fixed return equal to the Contingent Digital Return of at least 8.00%, which reflects the
maximum returnat maturity.
●Assuming ahypothetical Contingent Digital Return of 8.00%, if the closinglevel of the Lesser Performing Indexincreases5.00%,
investors will receive at maturity a 8.00% return, or $1,080.00 per $1,000 principal amount note.
●Assuming ahypothetical Contingent Digital Return of 8.00%, if the closinglevel of the Lesser Performing Indexincreases50.00%,
investors will receive at maturity a 8.00% return, or $1,080.00 per $1,000 principal amount note.
●Assuming ahypothetical Contingent Digital Returnof 8.00%, if the closing level of the Lesser Performing Index decreases10.00%,
investors will receive at maturity a 8.00% return, or $1,080.00 per $1,000 principal amount note.
Downside Scenario:
If theFinal Valueof either Index is lessthan its Barrier Amount of 66.75% of its Initial Value, investors willlose 1% of theprincipal
amount of their notes for every 1% that the Final Value of the Lesser Performing Indexisless than itsInitial Value.
●For example, if theclosing level of the Lesser Performing Indexdeclines 60.00%, investors will lose 60.00% of their principal
amount and receive only $400.00 per $1,000 principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonly if you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsandhypothetical paymentsshown above would likely be lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the Final Value of either Index is lessthan its Barrier Amount, youwill lose
1% of the principal amount of your notes for every1% that the Final Valueof the Lesser Performing Index is less than its Initial
Value. Accordingly, under these circumstances, you will losemore than33.25%of your principal amount at maturityand couldlose
all of your principal amount at maturity.
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE CONTINGENT DIGITAL RETURN,
regardless of any appreciation of either Index, which may besignificant.
PS-4| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
●YOUR ABILITY TO RECEIVE THE CONTINGENT DIGITAL RETURN MAY TERMINATE ON THE OBSERVATION DATE-
If theFinal Valueof either Index is lessthan its Barrier Amount, you will not be entitled to receive the Contingent Digital Return at
maturity. Under these circumstances, you will lose more than 33.25% of your principal amount at maturity and could loseall of your
principal amount at maturity.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
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 defaulton 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 subsidiaryof 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 obligationsunder thenotes. We are not a keyoperating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the S&P 500® Index.
●AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to paydividends ontheir stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse marketconditions.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance byeither of the Indices over the term of the notesmay negatively affect your payment at
maturityand will not be offset or mitigated by positive performance by the other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If theFinal Valueof either Index is lessthan its Barrier Amount, the benefit provided by the Barrier Amount will terminateandyou
will be fully exposed to any depreciation of the Lesser Performing Index.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
●LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which you maybe able to trade your notesis likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-termtrading instruments. Accordingly, you should be able and willing to hold your notes tomaturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for the estimated value of the notes and the
Contingent Digital Return.
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated valueof the notesbecause costs associated with structuring and hedging the notesare included in
the originalissue price of the notes. These costsinclude the projected profits, if any, that our affiliatesexpect to realize for
assuming risks inherent in hedgingour obligations under thenotes and the estimated cost of hedging our obligations under the
notes. See "The Estimated Value of the Notes" in this pricing supplement.
PS-5| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissued byJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in thispricingsupplementfor additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be 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 secondary market funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude projected hedging profits, if any, and estimated hedging costs that are
included in the original issue priceof 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 than theoriginal issue price. Any sale byyou prior to the Maturity
Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theprojected hedging profits, if any, estimated hedgingcostsand the levels of
the Indices. Additionally, independent pricing vendors and/or third party broker-dealersmaypublish a price for the notes, which
mayalso be reflected on customer account statements. Thisprice may be different (higheror lower) than the price of thenotes, if
any, at whichJPMS may be willing topurchase your notes inthe secondarymarket. See "Risk Factors -Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be impacted bymany
economic and market factors" in the accompanying product supplement.
The Indices
The Russell 2000®Indexconsistsof the middle 2,000 companies included in the Russell3000ETM Index and, asa result of theindex
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell 2000®Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket. For additional information about the
Russell2000®Index, see "Equity Index Descriptions -The Russell Indices" in the accompanying underlying supplement.
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlyingsupplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels fromJanuary4,
2019 through October 25, 2024. The closing level of the Russell 2000® Index on October 25, 2024 was 2,207.995. The closing level of
the S&P 500® Index on October 25, 2024 was 5,808.12. We obtained the closing levels aboveandbelow from the Bloomberg
Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of each Indexshould not be taken asan indication of future performance, and noassurance can be given
as to theclosing level of either Index on the Pricing Date or the Observation Date. There can be no assurance that the performance of
the Indices will result in the return of any of your principalamount.
PS-6| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
Historical Performance of the Russell 2000® Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
Tax Treatment
In determining ourreporting responsibilities, we intend to treat the notes for U.S. federal income taxpurposes as "open transactions"
that are not debt instruments,as described in the section entitled "Material U.S. Federal Income Tax Consequences - Tax
Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & WardwellLLP, our special tax counsel, we believe that this is a reasonable
treatment,but that there are other reasonable treatments that the IRS or acourt may adopt, in whichcase the timing and character of
anyincome or loss on the notes could be materially andadversely affected.
No statutory, judicial or administrative authority directlyaddresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no ruling isbeing requested from the IRS with respect to their proper characterization and treatment.
Assuming that "open transaction" treatment is respected, the gain or loss onyour notesshould be treatedaslong-term capital gain or
loss if you hold your notes formore than a year, whether or not you are an initial purchaser of the notesat the issue price. However, the
IRS or acourt may not respect the treatment of the notes as"open transactions," in which case the timing and character of any income
or losson the notes could be materiallyandadverselyaffected. For instance, the notescould be treatedascontingent payment debt
instruments,in which case the gain on your notes wouldbe treatedasordinary income and you would be required to accrue original
issue discount on your notes in each taxable year at the "comparable yield," asdetermined byus, although we will not makeany
payment with respect to the notes until maturity.
PS-7| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal incometax treatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses in particular on whether to requireinvestorsin these instruments to
accrue income over the term of their investment. It also asksfor comments on a number of related topics, including the character of
income or loss with respect tothese instruments; the relevance of factors such as the nature of the underlying property towhichthe
instrumentsare linked; the degree, if any, to which income (including any mandated accruals) realized bynon-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issuescouldmaterially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the sectionentitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement and consult your taxadviser regardingthe U.S. federalincome tax
consequences of an investment in the notes, including possible alternative treatments and the issuespresented by thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthescope of Section 871(m) instruments issuedprior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydependon your particular circumstances, including whether you enter
intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potentialapplication of
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component withthesame maturityasthe notes, valuedusing the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum priceat which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalueof the notesmaydiffer from the market-implied funding
rate for vanilla fixedincome instruments of a similar maturityissued byJPMorgan Chase & Co. or its affiliates. Anydifferencemay be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoingliability management costs of the notesin comparison to those costs for the conventional fixed incomeinstruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsandassumptions, which may prove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market pricesof the notes.
For additional information, see "Selected Risk Considerations- The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptionsexisting at that time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect. On
futuredates, the value of thenotescould changesignificantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notesfromyou in secondarymarket transactions.
PS-8| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
The estimated value of the notes will be lower than the original issue priceof the notes because costs associated with structuringand
hedging the notes are included in the originalissue price of the notes. These costsinclude the projectedprofits, if any, that our affiliates
expect to realize for assumingrisks inherent in hedging our obligations under thenotes and the estimated cost of hedging our
obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control,
thishedging may result in a profit that ismore or less than expected, or it may result in a loss. A portion of the profits,if any, realizedin
hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates
will retain any remaining hedging profits. See "Selected Risk Considerations- The Estimated Value of the Notes Will Be Lower Than
the Original Issue Price (Price to Public) of the Notes" in thispricingsupplement.
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 Prices of the Notes - Secondary market prices of the notes will be impacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of thecosts
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include projected hedging profits, if
any, and, in some circumstances, estimated hedgingcostsand our internal secondary market funding rates for structured debt
issuances. Thisinitialpredetermined time period is intended to be the shorter of six months and one-half of the stated term of the notes.
The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn aprofit inconnection with
our hedging activities, the estimated costs of hedging the notes and when these costs areincurred, as determined by ouraffiliates. See
"Selected Risk Considerations - The Value of the Notes asPublished 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 "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for anillustration of the risk-returnprofile
of thenotes and "The Indices" in this pricing supplement for a description of themarket exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus (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 costof 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 rejectanyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-9| Structured Investments
Digital Barrier Notes LinkedtotheLesserPerformingoftheRussell 2000® Index and the S&P
500® Index
You may accessthesedocuments ontheSEC websiteat www.sec.govas follows (or if such addresshas changed, by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, orCIK, ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'sCIK is 19617. Asused inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.