JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:46
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 where the offer or sale is notpermitted.
Subjectto completion datedOctober 29, 2024
November , 2024Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplementto productsupplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April13,2023,
the prospectus andprospectus supplement, each dated April13, 2023, andtheprospectus addendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performingof the S&P 500®Index,the S&P MidCap 400®
Indexand the Russell 2000®Indexdue November 12, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseeka Contingent Interest Payment with respect to each Review Date, for
which theclosing level of each of the S&P 500® Index, theS&P MidCap 400®Index and the Russell 2000® Index, which
we refer to as theIndices, is greater than or equalto75.00% of its Initial Value, which we refer toas an Interest Barrier.
•The notes will be automatically calledif the closing levelof each Index on anyReview Date (other than the first and final
Review Dates) isgreater than or equal to its Initial Value.
•The earliest dateon which an automatic call may be initiated isMay 6, 2025.
•Investors should be willing toaccept the riskof losing some or all of their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or allReview Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorganFinancial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linkedto abasket composed of theIndices.Payments on the notesare linked to the
performance of each of the Indices individually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•Thenotes are expected to price on or aboutNovember 7, 2024 and are expected to settle on or about November 13,
2024.
•CUSIP: 48135UY20
Investing in thenotesinvolves a number of risks.See "Risk Factors"beginning on pageS-2 of the accompanying
prospectus supplement,Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanyingproduct supplementand "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 thenotes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to thecontrary 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 pricing supplementforinformation about the components of the price to publicof the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS,acting as agent for JPMorganFinancial,will pay all ofthe selling
commissions it receives fromustoother affiliatedorunaffiliated dealers. These selling commissions will be up to $17.50 per $1,000
principal amount note. JPMS, acting as agent for JPMorgan Financial, willalso pay allofthe structuring fee of up to $1.00per$1,000
principal amount note it receives from us to other affiliated or unaffiliated dealers. See"Plan of Distribution (Conflicts ofInterest)" in the
accompanyingproductsupplement.
If the notes priced today, the estimated value of the notes would be approximately $968.20 per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will be provided in the pricing supplement
and will not be less than $940.00per $1,000 principal amount note.See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly ownedfinance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The S&P 500® Index(Bloombergticker: SPX), the
S&P MidCap 400®Index (Bloomberg ticker: MID) and the
Russell2000® Index (Bloomberg ticker:RTY)
Contingent InterestPayments:If the notes have not been
automaticallycalled and theclosing level of eachIndex on any
Review Date is greater than or equal to its Interest Barrier, you
will receiveon the applicableInterest Payment Date for each
$1,000 principal amount notea Contingent Interest Payment
equal toat least$19.375 (equivalent toa ContingentInterest
Rate of at least 7.75% per annum, payable at a rate of at least
1.9375% per quarter) (to be provided in the pricing
supplement).
If theclosinglevel ofanyIndex on any Review Date is lessthan
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent InterestRate: Atleast 7.75% per annum, payable
at a rate ofat least 1.9375% per quarter (to be provided in the
pricingsupplement)
Interest Barrier / Trigger Value:With respect to each Index,
75.00% of its Initial Value
Pricing Date: On or aboutNovember 7, 2024
Original Issue Date (Settlement Date): On or about November
13, 2024
ReviewDates*:February 6, 2025, May 6, 2025, August 6,
2025, November 6, 2025, February6, 2026, May 6, 2026,
August 6, 2026 and November 6, 2026 (final Review Date)
Interest Payment Dates*:February 11, 2025, May 9, 2025,
August 11, 2025, November 12, 2025, February 11, 2026, May
11, 2026, August 11, 2026 and theMaturity Date
Maturity Date*: November 12, 2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date (other than thefirstand final Review Dates),
the first Interest Payment Date immediately followingthat
Review Date
* Subjectto postponement in theevent ofa market disruption event
and as describedunder"General Terms of Notes-Postponement
of a DeterminationDate -Notes Linked toMultipleUnderlyings"
and "General Terms of Notes- Postponementofa PaymentDate"
in theaccompanyingproduct supplement
Automatic Call:
If theclosing level of each Indexon any Review Date (other
than the firstandfinal Review Dates) isgreater than or equal to
its Initial Value, the notes will be automatically called for a cash
payment, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Contingent Interest Payment applicable to
that Review Date, payable on the applicable Call Settlement
Date. No further payments will bemade onthenotes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Valueof each Index is greaterthan or equal to itsTrigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review
Date.
If the notes have not been automatically called and the Final
Valueof any Index is less than itsTrigger Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been automatically called and the Final
Valueof any Indexis less than its Trigger Value, you will lose
more than 25.00% of your principal amount at maturity and
could lose all of your principalamount atmaturity.
Least Performing Index: TheIndex with theLeast Performing
IndexReturn
Least Performing Index Return: The lowest of theIndex
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachIndex, the closing level of
that Indexonthe Pricing Date
Final Value: With respect to eachIndex, the closing level of
that Indexonthefinal Review Date
PS-2 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Supplemental Terms of the Notes
Any values of the Indices, and anyvalues derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment in Connection with the FirstReview Date
Payments in Connectionwith Review Dates (Other than theFirstand Final Review Dates)
The closing level of eachIndexis greater than or
equal toits Interest Barrier.
The closing level of anyIndexis lessthan its Interest
Barrier.
First ReviewDate
Compare theclosing level of each Indextoits Interest Barrieronthefirst ReviewDate.
Youwill receive a Contingent Interest Payment on the
first Interest Payment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment will be madewith respect to
the first ReviewDate.
Proceed to the next ReviewDate.
The notes will be automaticallycalled on theapplicable Call Settlement Date andyouwill
receive(a)$1,000 plus (b)theContingent InterestPayment applicableto that ReviewDate.
No further payments will be madeon the notes.
ReviewDates (Other than the First and Final ReviewDates)
AutomaticCall
The closing level of each
Indexis greater thanor
equal toits Initial Value.
The closinglevel of any
Indexisless than its
Initial Value.
Initial
Value You will receive a Contingent Interest
Payment onthe applicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing level of each
Indexis greater than or
equal toits Interest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing level of any
Indexis lessthan its Interest
Barrier.
Compare theclosing level of each Indextoits Initial Valueand its Interest Barrieron eachReviewDate until thefinal Review
Dateoranyearlier automatic call.
PS-3 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Payment at MaturityIf theNotes Have Not Been Automatically Called
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent InterestPayments per $1,000 principal amount note over the termof the
notesbasedona hypothetical Contingent Interest Rate of 7.75% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call ormaturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least7.75% per annum (payable at a rateof at least 1.9375% per quarter).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
8
$155.000
7
$135.625
6
$116.250
5
$96.875
4
$77.500
3
$58.125
2
$38.750
1
$19.375
0
$0.000
Review DatesPreceding the
Final Review Date
Youwill receive (a)$1,000 plus (b) the
Contingent Interest Payment
applicable to the final ReviewDate.
The notes are not
automaticallycalled.
Proceed to maturity
Final ReviewDate
Payment at Maturity
The Final Value of each Indexis greater thanor
equal toits Trigger Value.
Youwill receive:
$1,000+ ($1,000× Least Performing
IndexReturn)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
The Final Value of anyIndexis lessthanits
TriggerValue.
PS-4 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Hypothetical PayoutExamples
The following examples illustrate payments on thenotes linked to threehypotheticalIndices, assuming a range of performances for the
hypotheticalLeast Performing Index onthe Review Dates. Each hypothetical payment set forth belowassumes that theclosing
levelof each Index that is not the Least Performing Index on each Review Date is greater than or equal to its Initial Value (and
therefore its Interest Barrier andTrigger Value).
In addition, the hypothetical paymentsset forth below assumethe following:
•an Initial Value for the Least PerformingIndexof 100.00;
•an Interest Barrier and a Trigger Value for theLeast PerformingIndexof 75.00 (equal to 75.00% of its hypothetical Initial Value);
and
•a Contingent Interest Rate of 7.75% per annum.
ThehypotheticalInitial Valueof the Least Performing Index of 100.00 hasbeen chosen for illustrative purposes only and maynot
represent a likely actual Initial Value of anyIndex.The actual Initial Value of eachIndex will be the closinglevelof that Index on the
Pricing Date and will be provided in the pricing supplement.For historical data regarding the actual closing levels of eachIndex, please
see the historicalinformationset forth under "The Indices"in thispricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 - Notes are automatically called on the second Review Date.
Date
Closing Level of Least
PerformingIndex
Payment(per $1,000 principalamount note)
First Review Date
105.00
$19.375
Second Review Date
110.00
$1,019.375
Total Payment
$1,038.75(3.875% return)
Because the closing levelof eachIndex on thesecond Review Date is greater than or equal toits Initial Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,019.375 (or $1,000 plus the Contingent Interest
Payment applicable to the second Review Date), payable on the applicable Call SettlementDate. 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 than its Initial
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 $1,038.75. No further payments willbe made on the notes.
Example2- Notes have NOT been automatically called and the Final Value of the Least Performing Indexis greater than or
equal to its Trigger Value.
Date
Closing Level of Least
Performing Index
Payment(per $1,000 principalamount note)
First Review Date
95.00
$19.375
Second Review Date
85.00
$19.375
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,019.375
Total Payment
$1,058.125 (5.8125% return)
Becausethe notes have not been automatically called and theFinal Value of the Least Performing Indexis greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000principalamount note, will be$1,019.375 (or $1,000 plus the Contingent
Interest Payment applicable to the final Review Date).When added to the Contingent Interest Payments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,058.125.
PS-5 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Example3 -Notes have NOT been automatically called and the Final Value of theLeast PerformingIndexis lessthan its
Trigger Value.
Date
Closing Level of Least
Performing Index
Payment(per $1,000 principalamount note)
First Review Date
30.00
$0
Second Review Date
35.00
$0
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Becausethe notes have not been automatically called, the Final Valueof the Least Performing Indexis less than itsTrigger Valueand
theLeast PerformingIndex Return is -60.00%, the payment at maturity will be $400.00 per $1,000 principalamount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above apply onlyif you hold thenotes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would 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"sectionsof the
accompanyingprospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value ofany
Index is lessthan itsTrigger 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 thanitsInitial Value. Accordingly, under these circumstances, you willlose more than 25.00% of
your principal amount at maturity andcould lose all of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
theclosing levelof each Index on that Review Date is greater than or equalto its Interest Barrier. If the closing levelof 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 any interest
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 amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co.,we have no independent operations beyond the issuance and administration of
our 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. tomake payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable tomake
PS-6 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
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 any Index, whichmay be significant. You will not participate in any appreciation of any Index.
•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
individual Index. Poor performance by any of the Indices over the term of the notes may 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 anyother Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING 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 will terminate and you willbe fully exposed to any depreciation of 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 as short as approximately sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that youwould be
ableto reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON 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 -
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. You may notbe able to sellyournotes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notesto maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Contingent Interest Rate.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates whilethe
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
PS-7 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
noteswill exceed the estimated valueof the notesbecause costs associatedwith selling, structuring andhedging the notes are
included in the original issue price of the notes.These costs includethe 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" in this 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 pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixedincome
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated Value of the Notes" in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period maybe lower than the value of the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, becausesecondarymarket prices (a) exclude the structuringfeeand (b) mayexclude selling commissions,projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result,theprice, if any, at
which JPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, islikely to be lower than the original
issue price. Any sale byyou prior to the Maturity Datecould result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions,structuring fee, projected hedging profits, if any,
estimated hedging costs and the levels of the Indices. Additionally, independent pricing vendors and/or third party broker-dealers
maypublish a price for the notes, which may also be reflected oncustomer account statements. This price maybe different
(higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market.
See"Risk Factors-Risks Relating to the Estimated Valueand SecondaryMarket Prices of the Notes- Secondary market prices
of thenotes will be impacted by manyeconomic and market factors"in the accompanying product supplement.
Risks Relating to theIndices
•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.
PS-8 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE AND SMALL CAPITALIZATION
STOCKS WITH RESPECT TO THE S&P 400 MIDCAP® INDEX AND THE RUSSELL 2000® INDEX-
Mid-size and small capitalization companies may be less able to withstand adverse economic, market, trade and competitive
conditions relative to larger companies. Mid-size and smallcapitalization companies are lesslikely to pay dividends on their
stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market
conditions.
PS-9 | Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
The Indices
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
underlying supplement.
TheS&P MidCap 400® Indexconsists of stocksof 400 companies selected toprovidea performance benchmark for themid-size
market capitalizationsegment of the U.S. equity markets. For additionalinformation about the S&P MidCap 400® Index, see "Equity
Index Descriptions -The S&P U.S. Indices" in the accompanying underlying supplement.
The Russell 2000®Indexconsistsof the middle 2,000companies included in the Russell3000E™Index and, asa result of the index
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell2000® Index is
designed to track the performanceof the small capitalization segment of the U.S. equity market.For additional information about the
Russell2000®Index, see "Equity Index Descriptions -TheRussell Indices" in the accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of each Index based onthe weekly historical closing levels from January 4,
2019 through October 25, 2024. The closinglevelof the S&P 500® Index onOctober 28, 2024 was 5,823.52. Theclosing level of the
S&P MidCap 400®Index on October 28, 2024 was 3,138.83. Theclosing level of the Russell 2000® Index onOctober 28, 2024 was
2,244.068.Weobtained the closing levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
Thehistorical closing levelsof each Indexshould not be taken asan indication of future performance, and noassurance can be given
as to the closing level ofany Index on the Pricing Date orany ReviewDate.There canbe no assurance that the performance of the
Indices will result in the return of any of your principal amount or the payment of any interest.
PS-10| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
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 determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-Tax Consequences to U.S. Holders-Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on thenotes
could be materially affected.In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in theseinstrumentsto accrue income over the term of their investment. It also asks for commentson a number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors such as thenature of the
underlying property to which the instruments are linked. While the notice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materiallyaffect the
taxconsequences of an investment in the notes, possibly with retroactive effect.The discussions above andin the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under Section451(b) of the
PS-11| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
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. withholdingtax (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 will not be required topayany 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 itis not a U.S.personand iseligible for such an exemptionor
reduction under an applicable tax treaty. Ifyou area Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and thecertification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or 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 dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes 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 into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult 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
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of thevalues of the following
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 would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof thenotes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, ourand our affiliates'view of the funding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto 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 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
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 toanInternalFunding 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 instrumentsand on
variousother inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of thenotesdoesnot represent future values of the notes and may differ from others'estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the future may 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.
PS-12| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
Theestimated value of the noteswill be lower than the original issue price of the notes because costs associatedwith selling,
structuring and hedging the notes are included in the originalissue price of the notes.These costs include the selling commissionsand
the structuring fee paid 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 notes and the estimatedcost of hedging our obligations under
the notes.Because hedging our obligations entails risk and maybe influencedbymarket forces beyond our control, thishedgingmay
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 internal secondarymarket funding rates
for structureddebt issuances.This initial predeterminedtime period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.The length of anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a LimitedTime Period"in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See "How the Notes Work"and"Hypothetical Payout Examples" in this pricingsupplement for an illustration of 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 notesplus the sellingcommissions and 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.
Supplemental Plan of Distribution
JPMS, actingasagent for JPMorgan Financial, will pay allof theselling commissionsit receives from us to other affiliated or unaffiliated
dealers. These selling commissions will be up to $17.50per $1,000 principal amount note.JPMS, acting as agent for JPMorgan
Financial, will also pay all of the structuringfeeof up to $1.00per $1,000 principal amount 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 theapplicable
agent.We reserve the right to change the terms of, or reject anyoffer to purchase, the notesprior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplement together with theaccompanyingprospectus, as supplemented bytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part, the accompanyingprospectus
addendumand the more detailed information contained in the accompanyingproduct supplement and the accompanying underlying
supplement.This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structuresfor implementation, sample structures, fact sheets, brochures or other educational materialsof
ours. Youshould carefullyconsider, among other things, the matters set forth in the "RiskFactors" sections of the accompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities.We urge you to consult your investment, legal, tax, accounting and
other advisers beforeyou invest in thenotes.
PS-13| Structured Investments
Auto Callable ContingentInterestNotes Linked to the Least Performing of
the S&P 500®Index, theS&P MidCap 400® IndexandtheRussell 2000®
Index
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:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement andprospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.