JPMorgan Chase & Co.

10/31/2024 | Press release | Distributed by Public on 10/31/2024 13:25

Primary Offering Prospectus - Form 424B2

The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion datedOctober 31,2024
October, 2024 Registration Statement Nos.333-270004and 333-270004-01; Rule 424(b)(2)
Pricing supplementto productsupplement no. 4-I dated April 13, 2023, the prospectus andprospectus supplement,each dated April13, 2023,
and theprospectusaddendumdated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the
Common Stock of Dow Inc. due November 4, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek a Contingent Interest Payment with respect to each Review Datefor
which theclosing price of one share of the Reference Stock is greater thanor equaltothe Interest Barrier, which will be
at most 70.50% of the Strike Value.
•Thenotes will be automatically calledif the closing price of one share of the Reference Stock on any Review Date (other
than the first andfinal Review Dates) isgreater than or equal to theStrike Value.
•The earliest dateon which an automatic call may be initiated isApril30, 2025.
•Investors shouldbe willing to accept 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 ofJPMorgan Chase Financial Company LLC, which we refer to
as 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., asguarantor of the notes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•Thenotes are expected to price on or about October 31, 2024(the "Pricing Date") and are expected to settle on or about
November 5, 2024.The Strike Value has been determined by reference to theclosing price of oneshare of the
Reference StockonOctober 30, 2024 andnotby reference to the closing price of one share of the Reference
Stock on the Pricing Date.
•CUSIP: 48135VDZ8
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-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor anystate securitiescommission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplementor theaccompanying product supplement,
prospectussupplement, prospectusand prospectus addendum.Any representation to the contraryisa criminal offense.
Price to Public (1)
Feesand Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplementfor information about the components of theprice to publicof the
notes.
(2) J.P.Morgan SecuritiesLLC, which we refer toasJPMS, acting as agentfor JPMorganFinancial, will payallof the selling
commissionsit receives fromustootheraffiliated or unaffiliated dealers. These selling commissions will beupto$17.50 per $1,000
principal amount note. JPMS, acting as agentforJPMorganFinancial, will also payallof thestructuring fee of up to $1.00 per$1,000
principal amount note it receives from us toother affiliated orunaffiliated dealers. See "PlanofDistribution (Conflicts ofInterest)" in the
accompanyingproductsupplement.
If the notes priced today, the estimated value of the notes would be approximately$969.10 per $1,000 principal amount
note. The estimated valueof the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $940.00 per $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 governmental agency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock:The common stock of Dow Inc., par value
$0.01per share (Bloomberg ticker: DOW). We refer to Dow Inc.
as "Dow."
Contingent Interest Payments:If the notes have not been
automaticallycalled and theclosing priceof one share of the
Reference Stock on any Review Date is greater than or equal to
the Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to$25.00 (equivalent to a
Contingent Interest Rate of 10.00% per annum, payable at a
rate of2.50% per quarter).
If theclosing price of one share of the Reference Stock on any
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate:10.00% per annum, payable at a
rate of2.50% per quarter
Interest Barrier / Trigger Value:At most70.50%of the Strike
Value (to be provided in the pricing supplement)
Strike Date: October 30, 2024
Pricing Date: On or aboutOctober 31, 2024
Original Issue Date (Settlement Date): On or about November
5, 2024
Review Dates*:January 30, 2025, April30, 2025, July30,
2025, October 30, 2025, January 30, 2026, April30, 2026, July
30, 2026 and October 30, 2026 (final Review Date)
Interest Payment Dates*:February 4, 2025, May 5, 2025,
August 4, 2025, November 4, 2025, February4, 2026, May 5,
2026, August 4, 2026 and the Maturity Date
Maturity Date*: November 4,2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date(other than thefirst andfinal Review Dates),
the first Interest Payment Date immediately followingthat
Review Date
* Subjectto postponement in theevent ofamarket disruptionevent
and as describedunder"General Termsof Notes- Postponement
of a DeterminationDate - Notes Linked toa Single Underlying -
Notes Linkedto a SingleUnderlying (Other Than aCommodity
Index)"and "General Terms ofNotes -Postponement ofa
Payment Date" in the accompanying product supplement
Automatic Call:
If theclosing price of one share of the Reference Stock onany
Review Date (other than the first and final Review Dates) is
greater than or equal to the StrikeValue, the notes will be
automaticallycalled for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date.No further
payments will be made on the notes.
Payment at Maturity:
If thenotes have not beenautomatically calledand the Final
Valueisgreater than or equal to the Trigger Value, you will
receivea 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 beenautomatically calledand the Final
Valueisless than the Trigger Value, your payment at maturity
per $1,000 principalamount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If thenotes have not beenautomatically calledand the Final
Valueisless than the Trigger Value, you will lose more than
29.50% of your principalamount at maturity and could lose all
of your principal amount at maturity.
Stock Return:
(Final Value - Strike Value)
Strike Value
Strike Value:The closing price of oneshare of the Reference
Stock on theStrike Date, which was$49.34. The Strike Value
is not the closing price of one share of the Reference Stock
on the Pricing Date.
Final Value: Theclosing price of one shareof the Reference
Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one shareof the
Reference Stock and is set equal to 1.0 on the Strike Date. The
Stock Adjustment Factor issubject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See"The Underlyings - Reference Stocks- Anti-
Dilution Adjustments"and"The Underlyings- Reference
Stocks - Reorganization Events" in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Supplemental Terms of the Notes
Any values of the Reference Stock, and anyvaluesderived therefrom, included in this pricing supplement may be corrected, in the
event of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding termsof the notes.
Notwithstandinganything to the contrary intheindenture governing the notes, that amendment will become effective without consent of
the holders of the notesor any other party.
How the Notes Work
Payment in Connection withthe First Review Date
Payments in Connectionwith Review Dates (Other than theFirst and Final Review Dates)
The closing price of one shareof theReference Stock
is greater than or equal totheInterest Barrier.
The closing price of one shareof theReference Stock
is less thanthe Interest Barrier.
First ReviewDate
Compare theclosing price of one share of theReferenceStock to the Interest Barrier on thefirst ReviewDate.
Youwill receive a Contingent Interest Payment onthe
first Interest Payment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment willbemade withrespect to
the first ReviewDate.
Proceed to the next ReviewDate.
The notes will be automaticallycalledon the applicable Call Settlement Date andyouwill
receive (a) $1,000plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further payments will be made onthenotes.
ReviewDates (Other than the Firstand Final ReviewDates)
AutomaticCall
The closing price of one
share of the Reference
Stock is greater thanor
equal totheStrike
Value.
The closing price of one
share oftheReference
Stock is less than the
Strike Value.
Strike
Value Youwill receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing price of one
share of the Reference
Stock is greater thanor
equal totheInterest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing price of one
share of the ReferenceStock
is less thantheInterest
Barrier.
Compare theclosing price of one share of theReference Stock to theStrike Value and the Interest BarrieroneachReview
Date until thefinal ReviewDate oranyearlierautomatic call.
PS-3 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Payment atMaturityIf the Notes Have Not Been Automatically Called
Review Dates Preceding the
Final Review Date
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 is greater than or equal tothe
TriggerValue.
Youwill receive:
$1,000+ ($1,000 × StockReturn)
Under these circumstances, you will
lose some or all of yourprincipal
amount at maturity.
The Final Value is lessthanthe TriggerValue.
PS-4 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Total Contingent InterestPayments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notesbasedonthe Contingent Interest Rateof 10.00%per annum, depending on how many Contingent Interest Payments aremade
prior to automatic call or maturity.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$200.00
7
$175.00
6
$150.00
5
$125.00
4
$100.00
3
$75.00
2
$50.00
1
$25.00
0
$0.00
Hypothetical PayoutExamples
The following examples illustrate payments on thenotes linked to ahypotheticalReferenceStock, assuming a range of performances
for the hypotheticalReferenceStock on the Review Dates.The hypothetical payments set forth below assumethe following:
•a Strike Value of $100.00;
•an Interest Barrier and a Trigger Value of $70.50(equal to 70.50% of the hypotheticalStrike Value);and
•a Contingent Interest Rate of 10.00%per annum.
ThehypotheticalStrike Value of $100.00 has beenchosenfor illustrative purposes only and doesnot represent theactual Strike Value.
The actual Strike Valueis theclosing price of one shareof the Reference Stock on the Strike Date andisspecified under "Key Terms
-Strike Value" in this pricingsupplement.For historical data regarding the actual closing prices of one shareof theReference Stock,
please seethehistoricalinformationset forth under"TheReference Stock"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.
Example1- Notes are automatically called on the second Review Date.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$105.00
$25.00
Second Review Date
$115.00
$1,025.00
TotalPayment
$1,050.00(5.00% return)
Because theclosing price of one shareof the Reference Stock on the second Review Date is greater than or equal to the Strike Value,
the notes will beautomatically called for acash payment, for each $1,000 principal amount note, of $1,025.00 (or $1,000 plus the
Contingent Interest Payment applicable to the second Review Date), payableon the applicable Call Settlement Date. The notes are
not automaticallycallable before thesecond Review Date, even though the closing price of one share of the ReferenceStockon the
first Review Date isgreater than theStrikeValue. 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 $1,050.00. No further payments will be made on the
notes.
PS-5 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Example 2- Notes have NOT been automatically calledandtheFinal Valueisgreater than or equal to the Trigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$90.00
$25.00
Second Review Date
$85.00
$25.00
Thirdthrough Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,025.00
Total Payment
$1,075.00(7.50 return)
Because the notes have not been automaticallycalled and the Final Valueisgreater thanor equalto theTrigger Value, the payment at
maturity, for each $1,000 principalamount note, will be$1,025.00 (or $1,000 plus the Contingent Interest Payment applicable to the
final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000 principal amount note, is$1,075.00.
Example 3- Notes have NOT been automatically called and theFinal Value is less than theTrigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Thirdthrough Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because thenotes have not been automaticallycalled, the Final Value is lessthan the Trigger Valueand the Stock Return is -60.00%,
the payment at maturity willbe$400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above applyonlyif you hold thenotes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would beassociated with any sale in the
secondarymarket.If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolves significant risks.These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus 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 -
Thenotes do not guarantee any return of principal. If thenoteshave not been automatically calledand the Final Value is less than
the Trigger Value, you will lose1% of theprincipal amount of your notesfor every1% that theFinal Valueisless than theStrike
Value.Accordingly, under these circumstances, you will losemore than 29.50% of your principal amountatmaturity and could
lose all of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If the noteshave not been automatically called, we willmake a Contingent Interest Payment with respect to a Review Date only if
theclosing price of one share of the Reference Stock on thatReview Dateis greater than or equal to the Interest Barrier.If the
closing price of one shareof the Reference Stock on that Review Dateisless than the Interest Barrier, no ContingentInterest
Payment will be made with respect to that Review Date. Accordingly, if theclosing price of one share of the Reference Stockon
eachReview Dateisless thanthe Interest Barrier, you will not receive any interest payments over the term of the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes.Any actual or potential
change in ouror JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythemarket for taking that credit
risk, is likely to adversely affect thevalue of the notes.If weand JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to youunder the notes and you could loseyour entire investment.
PS-6 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
•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 loans made 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 to us and we areunable tomake
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 appreciationof the Reference Stock, which may be significant.You will not participate in any appreciation of the
Reference Stock.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueisless than the Trigger Value and the notes have not been automatically called, the benefit provided bythe
Trigger Value will terminateand you will be fully exposed to any depreciation of the Reference Stock.
•THE AUTOMATIC CALLFEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof thenotes may be reduced to asshort asapproximately sixmonths and you will
not receive any Contingent Interest Payments after the applicableCall 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 a comparable 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 THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST
BARRIER OR THE TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK IS
VOLATILE.
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy thenotes.Youmay notbe able to sellyournotes.The notes
are not designed to be short-term trading instruments.Accordingly, you should beable and willing to hold your 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 minimum for the estimated value of the notes and the
maximum for the Interest Barrier and Trigger Value.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes.In performingthese duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes.It ispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result insubstantial returns for us or our affiliates while the
value of the notes declines.Please refer to"RiskFactors-Risks Relating to Conflicts of Interest"in the accompanyingproduct
supplement.
PS-7 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes.Thesecosts include the selling commissions, the structuring fee, the projected
profits, if any, that our affiliates expect to realize for assuming risksinherent in hedging our obligations under the notesand the
estimated cost of hedging our obligations under the notes.See "The Estimated Value of the Notes" inthis pricingsupplement.
•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 maturity issued byJPMorgan Chase & Co. or its affiliates. Anydifference may
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 "TheEstimated 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 may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, becausesecondarymarket prices(a) exclude the structuringfeeand (b) mayexcludeselling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result, the price, if any, at
which JPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, islikely tobe lower than the original
issue price. Any salebyyou prior totheMaturity Datecould result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILLBE 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 eachother, aside from the selling commissions,structuring fee, projected hedging profits, if any,
estimated hedging costs and the priceof one share ofthe Reference Stock.Additionally, independent pricing vendors and/or third
partybroker-dealersmaypublish aprice for the notes, which mayalso be reflected on customer account statements.This price
maybe different (higher or lower) than the price of thenotes, if any, at which JPMS may be willing to purchaseyour notesin the
secondarymarket.See "RiskFactors- Risks Relating to the Estimated Value andSecondaryMarket Prices of the Notes -
Secondary market prices of the notes will be impacted by manyeconomicandmarket factors" in the accompanying product
supplement.
PS-8 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Risks Relating to theReference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the informationabout the Reference Stockissuer contained in thispricingsupplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer's public disclosure of information, whether contained in SEC filings or otherwise.
•LIMITED TRADING HISTORY -
On April 1, 2019, DuPont de Nemours, Inc. completed the separation of its materials science business as a result of which Dow
became the parent company of, and the SEC successor registrant to, The Dow Chemical Company. TheReference Stock
commenced trading on the New York Stock Exchange on April 2, 2019 and therefore has limited historical performance. Past
performance shouldnot be considered indicative of future performance.
•THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make anadjustment in response to all events that could affect the Reference Stock.The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
anydiluting or concentrative effect, but thecalculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
PS-9 | Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
The Reference Stock
All information contained herein on the Reference Stock and on Dow is derived from publicly available sources, without independent
verification. According to itspublicly available filings with the SEC, Dow isa materials science company that operates in the following
segments: Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure and Performance Materials & Coatings. On April 1,
2019, DuPont de Nemours, Inc. completed the separation of itsmaterialsscience business as a result of which Dow became the parent
company of, and the SEC successor registrant to, The Dow Chemical Company. The common stockof Dow, par value $0.01 per share
(Bloombergticker: DOW), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as theExchange
Act, and is listed on the New York Stock Exchange, which we refer to as the relevant exchange for purposes of Dow in the
accompanying product supplement.Information provided to or filed with the SEC by Dow pursuant to the Exchange Act can be located
by reference to the SEC file number 001-38646, and can beaccessed through www.sec.gov. We do not make any representation that
these publicly available documentsare accurate or complete.
Historical Information
The following graph setsforththe historical performance of the Reference Stockbased on the weekly historical closing prices of one
shareof the Reference Stock fromApril 5, 2019 through October 25, 2024. The Reference Stock commencedtrading onthe New York
Stock Exchange on April 2, 2019 and therefore has limited historical performance. The closing price of one shareof the Reference
Stock onOctober 30, 2024 was$49.34.Weobtained the closing prices aboveandbelow from the Bloomberg Professional® service
("Bloomberg"), without independent verification. Theclosing pricesabove and below mayhave been adjusted by Bloomberg for
corporateactions, such as stocksplits,public offerings, mergersand acquisitions, spin-offs, delistingsand bankruptcy.
The historical closing prices of one share of the Reference Stockshould not be taken as an indication of futureperformance, and no
assurance canbe given as tothe closingprice of one share of the Reference Stock on anyReview Date. There can beno assurance
that the performance of the Reference Stock will result in the returnof any of your principalamount or the payment of anyinterest.
PS-10| Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences"in the accompanying product
supplement no. 4-I.In determiningour reporting responsibilities weintend to treat (i) the notes forU.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 "MaterialU.S. Federal Income Tax Consequences -TaxConsequences toU.S. Holders - Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons"in the accompanying product supplement.Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment,but that there are other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on 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 the nature of the
underlying property to which the instruments are linked.While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect.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 generallyat a rate of 30% or at a reduced ratespecified by an
applicable income tax treatyunder an "other income" or similar provision.We willnot be required to payany additional amounts with
respect to amounts withheld. In order toclaiman exemption from, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for suchan exemption or
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour taxadviser 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)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issued prior 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
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be providedin the pricing supplement for the notes. Youshould consult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
In theevent of any withholding on the notes, we will not be required topayany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component withthe same maturityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.Theestimated valueof the
notesdoes not represent a minimum price at which JPMS wouldbe willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Any difference
maybebased on, among other things, ourand our affiliates'view of the funding value of the notesas well as the higherissuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixedincome
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
PS-11| Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
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 Derived byReference 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, theestimatedvalue of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of thenotesdoesnot 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 otherrelevant factors in the futuremay change, and any assumptionsmay prove to be incorrect.On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs include the selling commissionsand
the structuring fee paid to JPMS and other affiliated or unaffiliated dealers,theprojected profits, if any, that our affiliates expect to
realize for assuming risks inherent in hedging our obligations under the notes and the estimatedcost of hedging our obligations under
the notes.Because hedging our obligations entails risk and maybe influenced bymarket forces beyond our control, thishedging may
result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our
obligations under the notesmay be allowedto other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain
any remaining hedgingprofits.See "Selected Risk Considerations - 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" in
thispricing 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 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 the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internalsecondary market 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 anysuch initial period reflects thestructure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See "How the Notes Work"and"Hypothetical Payout Examples" in this pricingsupplement for an illustration of the risk-return
profile of the notes and "The Reference Stock"in this pricingsupplementfor a description of themarket exposure provided bythe
notes.
The originalissue price of the notes is equal tothe estimated value of the notesplus the selling commissionsand thestructuring fee
paidto JPMS and other affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedgingour obligations under thenotes, plusthe estimated cost of hedging our obligations under thenotes.
PS-12| Structured Investments
Auto CallableContingentInterest NotesLinked to the Common Stock of
Dow Inc.
SupplementalPlan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay allof theselling commissionsit receives from us to other affiliated or unaffiliated
dealers. These selling commissions will be up to $17.50 per $1,000 principal amount note. JPMS, acting as agent for JPMorgan
Financial, will also pay all of the structuringfeeof up to $1.00 per $1,000 principalamount note it receivesfrom us to other affiliated or
unaffiliated dealers. See "Plan of Distribution (Conflictsof 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 the applicable
agent.We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplementtogether with theaccompanyingprospectus, as supplementedbytheaccompanying
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.Thispricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oralstatements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours.Youshould carefullyconsider, among
other things, the mattersset forth in the"Risk Factors" sections of theaccompanyingprospectus supplement andthe accompanying
product supplementand in Annex A to the accompanyingprospectus addendum, as the notesinvolve risks not associated with
conventional debt securities.We urge you to consult your investment, legal, tax, accounting and other advisers before you invest inthe
notes.
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Prospectus supplement andprospectus, eachdated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase& Co.'s CIK is 19617.As used in thispricing
supplement,"we,""us" and"our" refer to JPMorgan Financial.