JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:19
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcompleteandmaybe changed. This preliminary pricing supplementis not an
offer to sell nor does it seek anoffer to buythese securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 28,2024
October , 2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-Idated April 13, 2023, underlyingsupplement no.1-IdatedApril13,2023, the prospectus and
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Nasdaq-100 Index®, the Russell 2000®Index
and the S&P 500®Index dueNovember 2, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each Review Date for which
the closing levelof each of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500® Index, which we refer to as
the Indices, is greater than or equal to 75.00% of its Strike Value, which we refer to as an Interest Barrier.
●The notes will beautomatically called if the closing levelof each Index on any Review Date (other than the first and final
Review Dates) isgreater than or equal to its Strike Value.
●The earliest dateon which an automatic call may be initiated is April 28, 2025.
●Investors should be willing toaccept the riskof losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or all Review 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 of JPMorgan Chase Financial Company LLC, which we refer toas
JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Payments onthenotes are not linkedto abasket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as describedbelow.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes are expected to price on or about October 29, 2024 (the "Pricing Date") and areexpected to settle on or about
October 31, 2024. The Strike Value of each Index has been determined by reference to the closing level of that Index
on October 28, 2024 and not by reference to the closing level of that Index on the Pricing Date.
●CUSIP:48135UX21
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the components of the price to publicofthenotes.
(2) J.P. Morgan SecuritiesLLC, which we referto asJPMS, acting asagentfor JPMorgan Financial,will payallof the sellingcommissionsit
receivesfrom usto other affiliated or unaffiliateddealers.In no eventwill these sellingcommissionsexceed$19.00 per$1,000 principal amount
note. See "Plan of Distribution(ConflictsofInterest)"in theaccompanying productsupplement.
If thenotes priced today, the estimated valueof thenoteswould beapproximately $967.50 per $1,000principal amount note.
Theestimated value of thenotes, when the termsof thenotesare set, will be provided in thepricing supplement and will
not beless than $940.00per $1,000 principal amount note. See"The Estimated Valueof the Notes" in this pricing supplement
for additional information.
Thenotesare not bankdeposits, arenot insured bythe FederalDeposit Insurance Corporationor anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&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 Nasdaq-100 Index® (Bloomberg ticker: NDX),
the Russell 2000® Index (Bloomberg ticker: RTY) and the S&P
500®Index (Bloomberg ticker: SPX) (each an "Index" and
collectively, the "Indices")
Contingent Interest Payments:
If thenotes have not been automatically called and the
closing level of each Indexon any Review Dateis greater
than or equal to its Interest Barrier, you will receive on the
applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to at least
$23.375 (equivalent to a Contingent Interest Rate of at least
9.35%per annum, payable at a rateof at least 2.3375% per
quarter) (to be provided in the pricingsupplement).
If theclosing level of any Index onany Review Date is less
than its Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date.
Contingent Interest Rate: Atleast 9.35% per annum,
payable at a rateof at least 2.3375% per quarter (to be
providedin the pricingsupplement)
Interest Barrier/Trigger Value: With respect to each Index,
75.00% of its Strike Value, which is 15,263.3025 for the
Nasdaq-100 Index®, 1,683.051 for the Russell 2000®Index
and 4,367.64 for the S&P 500® Index
Strike Date:October 28, 2024
Pricing Date: On or about October 29, 2024
Original Issue Date (Settlement Date): On or about October
31, 2024
Review Dates*:January 28, 2025, April28, 2025, July28,
2025, October 28, 2025, January 28, 2026, April 28, 2026,
July 28, 2026 and October 28, 2026 (final Review Date)
Interest Payment Dates*:January 31, 2025, May 1, 2025,
July 31, 2025, October 31, 2025, February 2, 2026, May1,
2026, July31, 2026 and the Maturity Date
Maturity Date*: November 2,2026
Call Settlement Date*: If thenotes are automatically called
on any Review Date (other than the first and final Review
Dates), the first Interest Payment Date immediately following
that Review Date
* Subjectto postponement in theevent ofa market disruption event
and as describedunder"General Terms of Notes-Postponement of
a DeterminationDate -NotesLinked toMultipleUnderlyings" and
"General TermsofNotes-Postponement ofa PaymentDate" inthe
accompanyingproductsupplement
Automatic Call:
If theclosing level of each Index on any Review Date (other
than the first and final Review Dates) isgreater than or equal
to its Strike Value, the notes will be automatically called for a
cash payment, for each $1,000 principal amount note, equal
to (a) $1,000 plus(b) the Contingent Interest Payment
applicable to that Review Date, payable ontheapplicable Call
Settlement Date. No further payments willbe made onthe
notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueof eachIndex is greaterthan or equal to its Trigger
Value, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus(b) the
Contingent Interest Payment applicable to the final Review
Date.
If thenotes have not been automatically called and the Final
Valueof any Index is less than its Trigger Value, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Least Performing Index Return)
If thenotes have not beenautomatically called and the Final
Valueof any Index is less than its Trigger Value, you will lose
more than25.00%of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Index:The Index with the Least
Performing Index Return
Least Performing Index Return:The lowest of the Index
Returns of the Indices
Index Return:With respect to each Index,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect to each Index, the closing level of
that Index on the Strike Date, which was 20,351.07 for the
Nasdaq-100 Index®, 2,244.068 for the Russell 2000® Index
and 5,823.52 for the S&P 500®Index. The Strike Value of
each Indexis not theclosing level of that Index on the
Pricing Date.
Final Value:With respect to each Index, the closing level of
that Index onthefinal Review Date
PS-2| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may be corrected, in the eventof
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment in Connection with the First Review Date
First Review Date
Compare the closing level of each Index to its Interest Barrieron the first Review Date.
The closing level of each Index isgreater than or
equal to its Interest Barrier.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
The closing level of any Index is less than its Interest
Barrier.
No Contingent Interest Payment will be made with respect to
theapplicable Review Date.
Proceed to the next Review Date.
Payments in Connectionwith Review Dates (Other than the First and Final Review Dates)
Review Dates (Other than the Firstand Final Review Dates)
Strike
Value
Compare the closing level of each Index to its Strike Value and its Interest Barrieron each Review Date until the
final Review Date orany earlier automatic call.
The closing level of
each Index is
greater thanor
equal to its Strike
Value.
AutomaticCall
The notes will be automatically called on the applicable Call Settlement Date, and you
will receive (a) $1,000plus (b)the Contingent Interest Payment applicable to that
Review Date.
No further payments will be made on the notes.
The closing level of
any Index isless
than its Strike
Value.
No
Automatic
Call
The closing level of
each Index is greater
than or equal to its
Interest Barrier.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing level of any
Index is less than its
Interest Barrier.
No Contingent Interest Payment will be
made withrespect to theapplicable
Review Date.
Proceed to the next Review Date.
PS-3| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Payment atMaturity
The notes are not
automatically called.
The Final Value of each Index isgreater
thanor equal to its Trigger Value.
You will receive (a) $1,000plus (b) the
Contingent Interest Payment applicable
to the final Review Date.
Proceed to maturity
The Final Value of any Index is less than its
Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Index Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedon a hypotheticalContingent Interest Rate of 9.35% per annum, depending onhow many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be providedin the pricing supplement and willbe
at least 9.35% per annum.
Numberof Contingent
InterestPayments
Total Contingent Interest
Payments
8
$187.000
7
$163.625
6
$140.250
5
$116.875
4
$93.500
3
$70.125
2
$46.750
1
$23.375
0
$0.000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to threehypothetical Indices, assuming a range of performances for the
hypothetical Least Performing Index on the Review Dates. Each hypothetical payment set forth belowassumes that the closing
level of each Index that isnot the Least Performing Index on each Review Date is greater than or equal to its Strike Value (and
therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical payments set forth below assume the following:
●a Strike Value for the Least PerformingIndex of 100.00;
●an Interest Barrier and a Trigger Value for the Least Performing Indexof 75.00 (equal to 75.00% of its hypothetical Strike
Value); and
●a Contingent Interest Rate of 9.35% per annum (payable at a rate of 2.3375% per quarter).
The hypothetical Strike Value of theLeast Performing Indexof 100.00 has been chosen for illustrative purposesonly anddoes not
represent the actual Strike Value of any Index.
The actual Strike Value of each Indexis theclosing level of that Index on the Strike Date and is specified under "Key Terms - Strike
Value" in this pricing supplement. For historical data regarding theactual closing levels of each Index, please seethehistorical
informationset forth under "The Indices" in this pricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of thenotes. Thenumbers appearing in the following examples have been rounded for ease of analysis.
PS-4| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
Example 1 - Notes are automaticallycalled on the second Review Date.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
105.00
$23.375
Second Review Date
110.00
$1,023.375
Total Payment
$1,046.75(4.675% return)
Because theclosing level of each Index on the second Review Date is greater than or equal toits StrikeValue, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,023.375 (or $1,000 plus the Contingent Interest
Payment applicable to thesecond Review Date), payable on the applicable Call Settlement Date. The notes are not automatically
callable before the second Review Date, even though the closing level of each Index on the first Review Date is greater thanits Strike
Value. When added to the Contingent Interest Payment received with respect to the prior Review Date, the total amount paid, for each
$1,000 principal amount note, is $1,046.75. No further payments willbe made on the notes.
Example 2 - Notes have NOT been automatically called and the Final Value of the Least Performing Index is
greater than orequal to its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
95.00
$23.375
Second Review Date
85.00
$23.375
Third through Seventh
Review Dates
Less than Interest
Barrier
$0
Final Review Date
90.00
$1,023.375
Total Payment
$1,070.125 (7.0125% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Index is greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principalamount note, will be $1,023.375 (or $1,000 plusthe Contingent
Interest Payment applicable to the final Review Date). Whenadded to the Contingent Interest Paymentsreceived with respect to the
prior Review Dates, the total amount paid, for each$1,000 principal amount note, is $1,070.125.
Example 3 - Notes have NOT been automatically called and the Final Value of the Least Performing Index is less
than its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment (per $1,000 principalamount note)
First Review Date
65.00
$0
Second Review Date
70.00
$0
Third through Seventh
Review Dates
Less than Interest
Barrier
$0
Final Review Date
65.00
$650.00
Total Payment
$650.00 (-35.00% return)
Because the notes have not been automaticallycalled, the Final Value of the Least Performing Indexisless than itsTrigger Value and
the Least Performing Index Return is -35.00%, the payment at maturity will be$650.00 per $1,000principal amount note, calculated as
follows:
$1,000 + [$1,000 × (-35.00%)] = $650.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expensesthat would be associated withanysale in the
secondarymarket. If these fees and expenses wereincluded, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
PS-5| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement 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 notes havenot been automatically called and the Final Value of anyIndex
is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least
Performing Index is less than itsStrike Value. Accordingly, under these circumstances, you will lose more than 25.00% ofyour
principal amount at maturity and could lose allof your principal amount at maturity.
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-
If thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
the closing levelof each Index on that Review Date is greater than or equalto its Interest Barrier. If the closing level of any Index
on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Accordingly, if the closing level of any Index oneach Review Date is lessthan its Interest Barrier, you will not receive anyinterest
payments over the termof thenotes.
●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 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 toobligations of JPMorgan Chase & Co. tomakepayments 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
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments tous 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.
●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 appreciation of any Index, whichmay be significant. You will not participate inany appreciation of any Index.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorganChase &
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 accompanyingproduct
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 on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse marketconditions.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
The non-U.S. equitysecurities included in the Nasdaq-100 Index®have been issued bynon-U.S. companies. Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with the home countries and/or the
securities markets in the home countries of the issuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publicly available information about companies insome of thesejurisdictions
than there isabout U.S. companies that are subject to the reporting requirements of the SEC.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX-
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance byany of the Indices over the termof the notesmay result in the notesnot being automatically
called on a Review Date, maynegativelyaffect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturityand willnot be offset or mitigated bypositive performance by any other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
PS-6| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueof any Indexis less than its Trigger Value and the noteshave not been automatically called, the benefit provided
by the Trigger Value willterminate andyou willbe fully exposed to any depreciationof theLeast Performing Index.
●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 six months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is noguarantee that you would 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, youare not entitled to any fees and commissions
described on the front cover of this pricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
●LACK OF LIQUIDITY-
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which you maybe able to trade your notesis likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-termtrading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Contingent Interest Rate.
●THE TAX DISCLOSURE IS SUBJECT TO CONFIRMATION -
The information set forthunder "TaxTreatment" inthis pricing supplement remainssubject to confirmation by our special tax
counsel following the pricing of the notes. If that information cannot be confirmed by our taxcounsel, you maybe asked to accept
revisions to that information inconnection withyour purchase. Under these circumstances, if you decline to accept revisions to that
information, your purchase of the notes willbecanceled.
●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 priceof the
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging the notes are
included in the original issue priceof the notes. Thesecostsinclude theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligationsunder the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricingsupplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar 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 ongoing liability 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 be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Value of the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in 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 this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than thevalue 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 the original 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, projected hedging profits, if any, and estimatedhedging
costs that are included intheoriginal issue price of the notes. As a result, the price, if any, at which JPMS will be willing tobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
PS-7| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedging profits, if any, estimatedhedging
costs and the levels of the Indices. Additionally, independent pricing vendors and/or third party broker-dealersmay publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "RiskFactors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes- Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
The Indices
The Nasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additionalinformation about the Nasdaq-100 Index®, see "Equity Index
Descriptions- The Nasdaq-100 Index®" in the accompanying underlying supplement.
The Russell 2000® Index consistsof the middle 2,000 companies included in the Russell 3000ETM Index and, as a result of the index
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 -TheRussell 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 forththe historical performance of each Index based onthe weekly historical closing levels fromJanuary4,
2019 through October 25, 2024. The closing level of the Nasdaq-100 Index® on October 28, 2024 was 20,351.07. The closing levelof
the Russell 2000® Indexon October 28, 2024 was 2,244.068. The closing level of the S&P 500® Index on October 28, 2024 was
5,823.52. We obtainedtheclosing levels above and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Indexshould not be taken asan indicationof future performance, and noassurance can begiven
as to theclosing level of any Index onany Review Date. There can be noassurance that the performance of the Indiceswill result in
the return of any of your principal amount or thepayment of anyinterest.
Historical Performance of the Nasdaq-100 Index®
Source: Bloomberg
PS-8| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
Historical Performance of the Russell 2000®Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
PS-9| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanyingproduct
supplement no. 4-I. In determiningour reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -Tax Consequences to U.S. Holders-Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. We expect to
askour special tax counsel toadviseus that this is a reasonabletreatment, although there are other reasonable treatments that the
IRS or acourt may adopt, in which case the timingandcharacter of any incomeor loss on the notescould bematerially affected. In
addition, in 2007 Treasury and the IRS releaseda notice requesting comments on the U.S. federal income taxtreatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses in particular on whether to require investorsin 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 and the relevance of factors such as the nature of the underlying property to which the
instrumentsarelinked. While the notice requests commentson appropriate transition rulesand effective dates, any Treasury
regulationsor other guidance promulgated after consideration of these issuescould materially affect the tax consequences ofan
investment in the notes, possibly with retroactive effect. The discussionsabove and in the accompanying product supplement do not
address theconsequences to taxpayers subject to special 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, includingpossible alternative
treatments and the issuespresented by the notice described above.
Non-U.S. Holders - Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at
least if an applicable Form W-8 isprovided), it is expected that withholding agents will (andwe, if we are the withholding agent,intend
to) withhold onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicableincome tax treaty under an "other income" or similar provision. We willnot be required to pay any 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 a U.S. person and iseligible for suchan exemption or
reduction under an applicable tax treaty. Ifyou are a Non-U.S. Holder, you shouldconsultyour tax adviser regarding thetax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generallyimpose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes 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 payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydepend on 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.
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
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the notes
does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalueof the notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissued byJPMorgan Chase & Co. or its affiliates. Anydifference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liabilitymanagement costsof the notesin comparison to those costs for the conventional fixed incomeinstruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to be incorrect,
and is intended to approximate theprevailing market replacement funding rate for the notes. The use of an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations-The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
PS-10| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and 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 assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
The estimated value of the notes will be lower than the original issue priceof the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. Thesecostsinclude the sellingcommissionspaid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming risks
inherent in hedging our obligations under the notesandtheestimated cost of hedging our obligations under thenotes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations- The Estimated Valueof the Notes Will Be Lower Than the Original Issue Price (Price to
Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices ofthe 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 thecosts
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. Thisinitial predetermined time period is intended to be the shorter of sixmonthsandone-half of the
stated term of thenotes. Thelengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations-The Value of the Notes as Published by JPMS (and Which May Be
Reflected on Customer Account Statements) May BeHigher Thanthe Then-Current Estimated Value of the Notes for aLimited Time
Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-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 the risk-return
profile of the notes and "The Indices" in thispricing supplement for a description of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at anytime prior to the time at which weaccept such offer by notifying the applicable
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.
PS-11| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the Nasdaq-100 Index®, theRussell 2000®Index and theS&P 500®Index
You should read thispricing supplement together with theaccompanying prospectus, as supplementedbytheaccompanying
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 accompanyingproduct supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other writtenmaterialsincludingpreliminary 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, themattersset forth in 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.
You may access thesedocumentson the SEC websiteatwww.sec.govas follows (or if such addresshas changed, byreviewing
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 Central Index Key, orCIK, on theSEC websiteis1665650,and JPMorganChase& Co.'s CIK is19617. Asused inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.