JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:19
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is 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 30,2024
November,2024Registration Statement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplementto productsupplement no. 4-IdatedApril 13, 2023, underlying supplement no. 5-II datedMarch5,2024,
the prospectus andprospectus supplement, each dated April13, 2023, and theprospectus addendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Accelerated Barrier Notes Linked to theMerQube
US Tech+ Vol Advantage Indexdue November 18, 2027
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
•The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on the Review Date, the
closing level of the MerQubeUS Tech+ Vol Advantage Index, which werefer to as the Index, is at or above the Call
Value.
•The date on which an automatic call may be initiatedisNovember 28, 2025.
•The notes are also designed for investors who seekan uncapped return of 4.40 timesanyappreciationof theIndex at
maturity, if the notes have not beenautomatically called.
•Investors should be willing to forgo interest and dividend paymentsand be willing to losesome or all of their principal
amount at maturity.
•The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM,
Series 1(the"QQQ Fund") is subject toa notional financing cost. These deductions will offset any appreciation
of the components of the Index, will heighten any depreciation of those components and will generally be a drag
on the performance of the Index. The Index will trail the performance of an identical indexwithout such
deductions. See "Selected Risk Considerations -Risks Relating to the Notes Generally- The Level of the
Index Will Include a 6.0% per Annum Daily Deduction" and "Selected Risk Considerations - Risks Relating to
the Notes Generally-The Level of the Index Will Include the Deduction of a Notional Financing Cost" in this
pricing supplement.
•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 integral multiples thereof
•The notes areexpected to price on or about November 15, 2024 and are expected to settle on or about November 20,
2024.
•CUSIP: 48135VAM0
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, "Risk Factors" beginning on page US-4of the accompanying underlying
supplementand"Selected Risk Considerations" beginning on page PS-6 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 asagent for JPMorganFinancial,will pay allof theselling
commissions it receives fromustoother affiliatedorunaffiliated dealers. In no event willtheseselling commissions exceed $10.00
per $1,000 principal amountnote. See "Plan ofDistribution(Conflicts of Interest)" in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $970.00per $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.
The notes arenot 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 CallableAccelerated Barrier Notes Linked to the MerQube US Tech+
Vol Advantage Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The MerQube US Tech+ Vol Advantage Index
(Bloombergticker: MQUSTVA). Thelevelof the Indexreflects
a deductionof 6.0% per annum that accruesdaily, andthe
performance of the QQQ Fund issubject to a notional
financing cost that accrues daily.
Call Premium Amount:At least $200.00 per $1,000principal
amount note (to be provided in the pricingsupplement)
Call Value:100.00% of the Initial Value
Upside Leverage Factor: 4.40
Barrier Amount: 50.00% of the Initial Value
Pricing Date: On or about November 15, 2024
Original Issue Date (Settlement Date): On or about
November 20, 2024
Review Date*:November 28, 2025
Call Settlement Date*:December 3, 2025
Observation Date*:November 15, 2027
Maturity Date*:November 18, 2027
* Subjectto postponement in theevent of a market disruption
event andasdescribed under "Supplemental Terms ofthe Notes
- Postponement ofaDetermination Date -NotesLinked Solely
to an Index" in the accompanying underlying supplementand
"General TermsofNotes-Postponement of a PaymentDate" in
the accompanying product supplement
Automatic Call:
If the closinglevel of the Index on the Review Date is greater than or
equal to the CallValue, the notes will be automaticallycalled for a
cash payment, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Call Premium Amount, payable on the Call
Settlement Date. No further payments will bemade on the notes.
If thenotes are automaticallycalled, you will not benefit from the
Upside Leverage Factor that applies tothe payment at maturity if the
Final Value is greater than the Initial Value. Becausethe Upside
LeverageFactordoes not apply to the payment upon an automatic
call, the payment upon an automaticcall may be significantly less
than the payment at maturity for the same level of appreciation in the
Index.
Payment at Maturity:
If thenotes have not been automatically called and the Final Valueis
greater than theInitial Value, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor)
If thenotes have not been automatically called and the Final Valueis
equal to the Initial Value or is lessthan theInitial Value but greater
than or equal to the Barrier Amount, you will receivetheprincipal
amount of your notes at maturity.
If thenotes have not been automatically called and the Final Valueis
less than the Barrier Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 +($1,000 ×Index Return)
If the notes have not been automatically called and the Final Value is
less than the Barrier Amount, you willlosemore than 50.00% of your
principal amount at maturity and could lose allof your principal
amount atmaturity.
Index Return:
(Final Value-Initial Value)
Initial Value
Initial Value:The closing level of theIndexon the Pricing Date
Final Value: Theclosing levelof theIndex on the Observation Date
PS-2| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
The MerQube USTech+Vol Advantage Index
The MerQube US Tech+ Vol Advantage Index (the "Index") was developed by MerQube (the "Index Sponsor" and "IndexCalculation
Agent"),in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the IndexCalculation
Agent.TheIndex was established on June 22, 2021. An affiliateof ourscurrently has a 10% equityinterest intheIndexSponsor, with
a right toappoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor.
Since February 9, 2024 (the "Amendment Effective Date"), the underlying asset to which the Indexislinked (the "Underlying Asset")
hasbeen anunfunded position in the QQQ Fund, calculated as the excess of the total return of the QQQ Fund over a notional financing
cost. Prior to the Amendment Effective Date, the Underlying Asset wasan unfunded rollingposition in E-Mini Nasdaq-100futures (the
"Futures Contracts").
The investment objective of the QQQ Fund is toseek to track the investment results, before fees and expenses, of the Nasdaq-100
Index®. For more information about the QQQ Fund and theNasdaq-100 Index®, see "Background on the Invesco QQQ TrustSM, Series
1" and"Background on the Nasdaq-100Index®," respectively, in the accompanying underlying supplement.
The Index attempts to provide a dynamic rules-based exposure to the Underlying Asset, while targeting alevel of implied volatility, with
a maximum exposure to the Underlying Asset of 500% anda minimum exposure to the Underlying Asset of 0%. The Index is subject to
a 6.0% per annumdaily deduction, and the performance of the Underlying Asset is subject to a notional financingcost deducted daily.
On each weekly Index rebalance day, the exposure to the Underlying Asset isset equal to (a) the35%implied volatility target (the
"target volatility") divided by (b) the one-week implied volatility of the QQQ Fund, subject toa maximum exposure of 500%. For
example, if the implied volatility of the QQQ Fundisequal to 17.5%, the exposure to the Underlying Asset will equal 200% (or 35% /
17.5%) and if the implied volatilityof the QQQ Fundisequal to 40%, the exposure to the Underlying Asset will equal 87.5% (or 35% /
40%). The Index's exposureto the Underlying Asset will be greater than 100% when the impliedvolatility of the QQQ Fund is below
35%, and the Index's exposure to the Underlying Asset will be less than 100% when the implied volatility of the QQQ Fund is above
35%. In general, the Index'starget volatility featureisexpected to result in the volatility of the Indexbeingmore stableover time than if
no target volatilityfeature were employed. No assurance can be provided that the volatilityof theIndex will be stable atany time. The
Index usesthe implied volatility of the QQQ Fundasa proxy for the realized volatilityof the Underlying Asset.
The Index tracks the performanceof the QQQ Fund, with distributions, if any, notionally reinvested,lessthe daily deduction of a
notionalfinancing cost.The notional financingcost is intended toapproximate the cost of maintaining a position in the QQQ Fund
using borrowed funds at a rate of interest equal to SOFR plusa spread of 0.50% per annum. SOFR, the Secured Overnight Financing
Rate, is intendedto be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. The Indexisan
"excess return" index and not a "total return" index because, as part of the calculation of the level of the Index, the performance of the
QQQ Fund is reduced bythe notional financingcost. The notional financing cost has been deducted from the performance of the QQQ
Fund since the Amendment Effective Date.
The 6.0% per annum daily deduction and the notional financing cost willoffset any appreciationof the Underlying Asset, will heighten
anydepreciation of the Underlying Asset and will generally be a drag on the performance of the Index. The Index will trail the
performance of an identicalindex without suchdeductions.
Holding the estimated value of the notes and market conditions constant, the Call PremiumAmount, the Call Value, the Upside
LeverageFactor, the Barrier Amount and the other economic terms available on the notes are more favorableto investorsthanthe
terms that would be availableon a hypothetical note issuedby us linked to anidenticalindex without a daily deduction.However, there
canbe no assurance that any improvement in the terms of the notes derived fromthedailydeduction will offset the negativeeffect of
the daily deduction on the performance of the Index.The return on the notes may be lower than the return on a hypotheticalnote
issuedbyuslinkedto an identicalindex without a daily deduction.
The daily deduction and the volatility of the Index (as influenced by the Index's target volatility feature) are two of the primary variables
that affect the economic terms of the notes.Additionally, the daily deduction and volatilityof the Index are two of the inputs our
affiliates' internalpricing models use to value the derivative or derivatives underlying the economicterms of the notes for purposes of
determining the estimated value of the notes set forth on the cover of this pricingsupplement. The daily deduction will effectively
reduce the value of the derivative or derivativesunderlyingthe economic termsof the notes.See "The Estimated Value of the Notes"
and "Selected Risk Considerations -Risks Relating to the Estimated Value and Secondary Market Prices of the Notes" in this pricing
supplement.
The Index is subject to risks associated with theuseof significant leverage. The notional financing cost deducted daily will
be magnified by any leverage provided by the Index. In addition, the Index may be significantly uninvested on any given day,
and, inthat case, will realize only a portion of any gainsdue to appreciation of the Underlying Asset on that day. The index
deduction isdeducted daily at a rate of 6.0% per annum, even when the Index is not fully invested.
PS-3| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
No assurance can be given that the investment strategyused to construct the Index will achieve its intended results or that
the Index will be successful or will outperform any alternative index or strategy thatmight reference the Underlying Asset.
For additional information about the Index, see "The MerQube Vol Advantage Index Series" in the accompanying underlying
supplement.
PS-4| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
Supplemental Terms of the Notes
Any values of the Index, and any valuesderived therefrom, included in this pricing supplement 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.
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notesare automaticallycalled will be provided in the pricing
supplement and willnot be less than $200.00.
The notes will be automaticallycalled on theCall Settlement Date, and you will receive
(a)$1,000 plus (b) theCall PremiumAmount.
No further payments will be made on the notes.
Compare the closinglevel of the Indextothe Call Valueon the ReviewDate.
ReviewDate
AutomaticCall
The closing level of the
Indexis greater thanor
equal tothe Call Value.
The closing level of the
Indexis less thanthe
Call Value.
Call
Value
The notes will not be automaticallycalled.Proceed to theObservationDate.
No AutomaticCall
ReviewDate
Youwill receive:
$1,000+ ($1,000 × IndexReturn ×
UpsideLeverage Factor)
The notes havenot
been automatically
called. Proceed to the
payment at maturity.
Observation DatePayment at Maturity
The Final Value is greater thantheInitial Value.
Youwill receive:
$1,000+ ($1,000 × IndexReturn)
Under thesecircumstances, you will
lose some orall of yourprincipal
amount at maturity.
The Final Value is equal totheInitial Value or is less
thanthe Initial Value but greater thanor equal to
theBarrierAmount.
The Final Value is less than the BarrierAmount.
You will receive theprincipal amount of
yournotes.
PS-5| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
Thefollowing tableillustrates the hypothetical total return and paymentat maturity on the noteslinked to a hypothetical Indexif the
notes have not been automaticallycalled. The"total return"as usedin this pricing supplementisthe number, expressed asa
percentage, that results fromcomparingthepayment at maturity per $1,000 principal amount note to $1,000. The hypothetical total
returnsand paymentsset forth below assume the following:
•the notes have not been automaticallycalled;
•an Initial Value of 100.00;
•an UpsideLeverage Factor of 4.40; and
•a Barrier Amountof 50.00(equal to 50.00% of the hypothetical Initial Value).
Thehypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only and maynot represent a likely actualInitial
Value. The actual Initial Value will be the closinglevelof theIndexonthe Pricing Date and will be provided in the pricing supplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "Hypothetical
Back-Tested Data and Historical Information" in thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearingin the followingtablehave
been rounded for ease of analysis.
Final Value
IndexReturn
Total Returnon the Notes
Payment at Maturity
165.00
65.00%
286.00%
$3,860.00
150.00
50.00%
220.00%
$3,220.00
140.00
40.00%
176.00%
$2,760.00
130.00
30.00%
132.00%
$2,320.00
120.00
20.00%
88.00%
$1,880.00
110.00
10.00%
44.00%
$1,440.00
105.00
5.00%
22.00%
$1,220.00
101.00
1.00%
4.40%
$1,044.00
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
60.00
-40.00%
0.00%
$1,000.00
50.00
-50.00%
0.00%
$1,000.00
49.99
-50.01%
-50.01%
$499.90
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-6| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
How the Notes Work
Upside Scenario If Automatic Call:
If theclosing level of the Index on the Review Date is greater than or equalto the Call Value, the notes will be automaticallycalled and
investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount ofat least $200.00. No
further payments will bemade on the notes.
•Assuming a hypothetical Call Premium Amount of $200.00, if theclosing level of the Indexincreases40.00% as of the Review
Date, the notes willbe automatically called and investors will receive a returnequal to 20.00%, or $1,200.00 per $1,000 principal
amount note.
Upside ScenarioIf No Automatic Call:
If thenotes have not been automatically called and theFinal Valueisgreater than theInitial Value, investors will receive at maturity the
$1,000 principal amountplus a return equal to the Index Return timesthe Upside LeverageFactor of 4.40.
•If the notes have not been automatically called and the closinglevel of the Index increases5.00%, investorswill receive at maturity
a return equal to 22.00%, or $1,220.00 per $1,000 principalamount note.
Par Scenario:
If the notes have not been automatically called and the Final Valueisequal to the Initial Value or is less than the Initial Value but
greater than or equaltothe Barrier Amount of 50.00% of the Initial Value, investors will receive at maturity the principal amount of their
notes.
Downside Scenario:
If thenotes have not been automatically called and the Final Valueisless than the Barrier Amount of 50.00% of the Initial Value,
investors will lose 1% of the principal amount of their notes for every 1% that the Final Value isless than theInitial Value.
•For example, if the notes have not been automatically called and the closing levelof the Index declines 60.00%, investorswill lose
60.00% of their principal amount and receive only $400.00 per $1,000principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would be associated with any sale in the
secondarymarket. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement,product supplement and underlyingsupplementand in Annex A totheaccompanying
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. Ifthe notes have not been automatically called and the Final Value is less than
the Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that theFinal Value is less than the Initial
Value. Accordingly, under these circumstances, you will lose more than 50.00% of your principal amount at maturityandcould
lose all of your principal amount at maturity.
•THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION -
The Index is subject to a 6.0% per annum daily deduction. As a result, the level of the Index will trail the value of an identically
constituted synthetic portfolio that is not subject to anysuch deduction.
Thisdeduction will place a significant drag on the performance of the Index, potentially offsetting positive returnson the Index's
investment strategy, exacerbating negative returnsof its investment strategyandcausing the levelof the Index to declinesteadily if
the return of its investment strategy is relatively flat. The Index will not appreciateunless the return of itsinvestment strategyis
sufficient to offset the negative effectsof this deduction, and then only to the extent that the returnof its investment strategy is
greater than this deduction. As a result of this deduction, the level of the Indexmay decline even if the returnof its investment
strategyisotherwise positive.
PS-7| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
The daily deduction is one of the inputs our affiliates' internal pricingmodels use to valuethe derivative or derivatives underlying
the economic terms of the notes for purposes of determining the estimated value of the notes set forth on the cover of this pricing
supplement.The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic terms of
the notes. See "TheEstimated Value of the Notes" and "-Risks Relating tothe Estimated Value and SecondaryMarket Prices of
the Notes" in this pricing supplement.
•THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A NOTIONAL FINANCING COST -
Since the Amendment Effective Date, the performance of the Underlying Asset has been subject toa notional financing cost
deducted daily.The notional financingcost is intended to approximate the cost of maintaining a position in the QQQ Fund using
borrowed funds at a rate of interest equal to the daily SOFR rateplusa fixed spread.The actualcost of maintaining aposition in
the QQQ Fund at any time may be less than the notional financing cost. Asa result of this deduction, the level of the Indexwill trail
the value of an identically constituted synthetic portfolio that is not subject to any such deduction.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase & Co. does not make payments tous and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUMAMOUNT PAID ON THE NOTES,
regardless of any appreciation of theIndex, which may besignificant. In addition, if the notes are automaticallycalled, you willnot
benefit from the Upside Leverage Factor that applies to the paymentat maturity if the Final Value is greater than the Initial Value.
Becausethe Upside Leverage Factor does not apply to the payment upon anautomaticcall, the payment upon an automaticcall
maybesignificantly lessthan the payment at maturity for the same level of appreciation in the Index.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE-
If theFinal Valueisless than the Barrier Amount and the notes have not been automatically called, the benefit provided bythe
Barrier Amount will terminateand you willbe fully exposed to any depreciation of the Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notesarecalled before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
PS-8| Structured Investments
Auto CallableAccelerated Barrier Notes Linked to the MerQubeUS Tech+
Vol Advantage Index
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE QQQ FUND OR THE SECURITIES HELD BY THE QQQ FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE QQQ FUND OR THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THE INDEX IS VOLATILE.
•JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN
THE FUTURE -
Any research, opinions orrecommendations could affect themarket value of the notes. Investors should undertake their own
independent investigation of the meritsof investing in the notes, the Index and the componentsof the Index.
•LACK OF LIQUIDITY -
The notes will not belistedon anysecurities 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 the notes.You may notbe able to sell your notes.The notes
are not designed tobe short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of thenotes and the
Call Premium Amount.
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 is possiblethat hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
An affiliate of ours currentlyhas a 10% equity interest in the Index Sponsor, witha right to appoint an employeeof JPMS, another
of our affiliates, asa member of theboard of directors of theIndex Sponsor.The Index Sponsor can implement policies, make
judgments or enact changes to the Indexmethodology that could negativelyaffect the performance of the Index. The Index
Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of theseactions could adversely
affect the valueof the notes. The Index Sponsor has no obligation toconsider your interests in calculating, maintaining or revising
the Index, and we, JPMS, our other affiliates and our respectiveemployees areunder no obligation to consider your interests as an
investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the roleof
an employee of JPMS asa member of the board of directorsof the Index Sponsor.
In addition, JPMS worked with the Index Sponsor in developing the guidelines and policiesgoverning the composition and
calculation of the Index. Although judgments, policiesand determinations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS, ultimatelycontrols JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the levelof the Index and the value of your notes. JPMS is underno
obligation to consider your interests as an investor in the notes inits role indeveloping the guidelines and policies governing the
Index or making judgments that may affect the level of the 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
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuring andhedging thenotes are
included in the original issue price of the notes.Thesecosts include the selling commissions,the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesand the estimatedcost of hedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricing supplement.
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•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 maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates'view of thefunding value of the notes as 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 be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rateand anypotentialchanges tothat ratemayhave an adverse effect on the termsof the notes and any
secondarymarket prices of the notes.See"TheEstimated Valueof the Notes" in this pricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD-
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than 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 secondary market funding ratesfor structured debt issuances and,
also, because secondarymarket pricesmay exclude sellingcommissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal 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, is likely to be lower than the originalissue price. Anysale by you prior to
theMaturity Datecould result in a substantialloss 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, projected hedging profits, if any, estimatedhedging
costs and thelevel of the Index. Additionally, independent pricing vendorsand/or third party broker-dealersmay publisha price for
the notes, whichmay also be reflectedoncustomer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket.See "Risk Factors -
Risks Relating to the Estimated Value and SecondaryMarket Pricesof the Notes - Secondarymarket prices of the notes will be
impacted by manyeconomic and market factors" in the accompanying product supplement.
Risks Relating to the Index
•THE INDEX SPONSOR MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS LEVEL, AND THE INDEX SPONSOR HAS
NO OBLIGATION TO CONSIDER YOURINTERESTS -
The Index Sponsor is responsible for maintaining the Index. The Index Sponsor can add, delete or substitute the componentsof
the Index or make other methodologicalchanges that could affect the level of the Index. The Index Sponsor has no obligation to
consider your interests incalculating or revising the Index.
•THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED
IN RESPECT OF THE UNDERLYING ASSET -
No assurance can be given that the investment strategy onwhichthe Index is based will be successful or that the Index will
outperformany alternative strategythat might be employed with respect to the Underlying Asset.
•THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY-
No assurance can be given that the Index will maintain an annualized realized volatility that approximatesitstarget volatility of
35%. The Index's target volatilityisa level of implied volatility and therefore the actual realized volatility of the Index maybe
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greater or less than the target volatility. On each weekly Index rebalance day, the Index's exposure to the Underlying Asset isset
equal to (a) the 35% impliedvolatility target dividedby (b) the one-weekimplied volatilityof the QQQ Fund, subject to amaximum
exposure of 500%. The Indexuses the implied volatility of the QQQ Fund as a proxy for the realizedvolatilityof the Underlying
Asset. However, there isno guarantee that themethodology used by the Index to determine the implied volatilityof the QQQ Fund
will be representative of the realized volatility of the QQQ Fund. The volatilityof the Underlying Asset on any day may change
quickly and unexpectedly and realizedvolatility maydiffer significantlyfromimpliedvolatility. In general, over time, the realized
volatilityof the QQQ Fund has tended to belower than its implied volatility; however, at any time that realized volatilitymay exceed
its implied volatility, particularly duringperiodsof market volatility. Accordingly, the actualannualized realized volatility of the Index
maybe greater than or less than the target volatility, whichmayadversely affect thelevel of the Index and the value of the notes.
•THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE -
On a weeklyIndex rebalanceday, the Index will employ leverage to increase the exposureof the Index to the UnderlyingAsset if
the implied volatility of the QQQ Fund is below 35%, subject to amaximum exposure of 500%. Under normal market conditionsin
the past, the QQQ Fund has tended to exhibit animplied volatility below 35%.Accordingly, the Index has generally employed
leveragein the past, except during periodsof elevatedvolatility. Whenleverage is employed, any movementsin the prices of the
Underlying Asset will result ingreater changes in the level of the Index than if leverage were not used. In particular, the use of
leverage will magnify any negative performance of the Underlying Asset, which, in turn, would negativelyaffect the performance of
the Index. Because the Index's leverage is adjusted onlyon a weeklybasis, in situations where a significant increase in volatility is
accompanied by asignificant declinein the price of the Underlying Asset, the level of the Index may declinesignificantly beforethe
following Index rebalance day when the Index'sexposure tothe Underlying Asset would be reduced. In addition, the notional
financing cost deducted daily will be magnified by any leverage provided by the Index.
•THE INDEX MAY BE SIGNIFICANTLY UNINVESTED -
On a weeklyIndex rebalanceday, the Index's exposureto the Underlying Asset will be less than 100% when the implied volatility
of the QQQ Fund is above 35%. If the Index's exposure to the Underlying Asset is less than 100%, the Index will not be fully
invested, and any uninvested portion will earn no return. The Indexmay be significantly uninvested on any given day, and will
realize only a portion of any gainsdue to appreciation of the Underlying Asset on anysuch day. The 6.0% per annum deduction is
deducted daily, even when the Index is not fullyinvested.
•AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES -
Someof the equity securities held by the QQQ Fund are issued by non-U.S. companies. Investments insecurities linked to the
value of such non-U.S. equitysecurities involve risks associated with the home countries of the issuersof those non-U.S. equity
securities.The prices of securities issued by non-U.S. companies maybe affected bypolitical, economic, financial and social
factors in the homecountriesof thoseissuers, or global regions, includingchanges in government, economicand fiscalpolicies
and currency exchange laws.
•THERE ARE RISKS ASSOCIATED WITH THE QQQ FUND-
The QQQ Fund issubject to management risk, which is the risk that the investment strategies of the QQQFund's investment
adviser, the implementation ofwhich issubject to a number of constraints, maynot produce the intended results. These
constraintscouldadverselyaffect the market price of theshares of the QQQ Fund and, consequently, the value of thenotes.
•THE PERFORMANCE AND MARKET VALUE OF THE QQQ FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THE QQQ FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
The QQQ Fund does not fullyreplicate its underlying index and may hold securities different fromthose included in its underlying
index. In addition, the performance of the QQQ Fund will reflect additional transaction costs and fees that are not included in the
calculation of its underlying index. All of these factorsmay lead toa lack of correlation between the performance of the QQQ Fund
and its underlying index. In addition, corporateactions with respect to the equity securities underlying the QQQ Fund (such as
mergers and spin-offs) mayimpact the variance between the performances of the QQQ Fund and its underlying index. Finally,
because the shares of the QQQ Fund are traded on asecuritiesexchange and are subject to market supply and investor demand,
the market value of one shareof the QQQ Fund may differ from the net asset valueper share of the QQQ Fund.
During periodsof market volatility, securitiesunderlying the QQQ Fund may be unavailable in thesecondary market, market
participants may be unable tocalculate accurately the net asset value per shareof the QQQ Fund and the liquidity of the QQQ
Fund may be adversely affected. This kind of market volatility mayalso disrupt the ability of market participants to create and
redeem shares of the QQQ Fund. Further, market volatilitymayadversely affect,sometimes materially, the prices at which market
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participants are willing to buyand sell shares ofthe QQQ Fund. As a result, under these circumstances, themarket value of
shares of the QQQ Fund mayvarysubstantially from the net asset value per share of the QQQ Fund. For all of the foregoing
reasons, the performanceof the QQQ Fund maynot correlate with the performance of its underlying index as well asthenet asset
value per share of the QQQ Fund, which could materially and adversely affect thevalue ofthe notes in the secondarymarket
and/or reduce any payment on the notes.
•HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS, AND THE HISTORICAL AND HYPOTHETICAL BACK-TESTED
PERFORMANCE OF THE INDEX ARE NOT INDICATIONS OF ITS FUTURE PERFORMANCE -
The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Dataand Historical Information"
in this pricingsupplement is purely theoretical and doesnot represent the actual historicalperformance of the Indexandhas not
beenverified by an independent third party. Hypothetical back-tested performance measures haveinherent limitations.
Hypotheticalback-tested performance is derived by means of the retroactive application of a back-tested modelthat has been
designed withthebenefit of hindsight. Alternative modelling techniques might produce significantly different resultsandmay prove
to bemore appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.
Thistype of information has inherent limitations, and you should carefully consider these limitations before placing reliance on such
information.
In addition, the QQQ Fund replaced the Futures Contracts as the Underlying Asset on the Amendment Effective Date. No
assurance can be provided that the QQQ Fund is an appropriatesubstitutefor the Futures Contracts. This replacement may
adversely affect the performance of theIndex and thevalue of the notes, as the QQQ Fund, subject to a notional financing cost,
mayperform worse, perhaps significantly worse, thanthe Futures Contracts.The Index lacks any operating history with the QQQ
Fund as the Underlying Asset prior to the Amendment Effective Date and may perform in unanticipated ways. Investors in the
notes should bear this difference in mind when evaluating the historical and hypothetical back-tested performance shown in this
pricingsupplement.
•OTHER KEY RISK:
oTHE INDEX WAS ESTABLISHED ON JUNE 22, 2021 AND MAY PERFORM IN UNANTICIPATED WAYS.
Please refer to the "Risk Factors" section of the accompanying underlying supplement for more details regarding the above-listed
and other risks.
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Hypothetical Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January4, 2019 through June 18, 2021, and the historical performance of the Index based on the
weekly historical closing levels of the Index from June 25, 2021 throughOctober25, 2024.The Index wasestablished on June 22,
2021, as represented by the vertical linein the followinggraph. All data to the left of that vertical linereflect hypotheticalback-tested
performance of the Index. Alldata to the right of that vertical line reflect actual historical performance of the Index. The closing level of
the Index on October28, 2024 was11,439.48.We obtainedthe closing levels above and below from the Bloomberg Professional®
service ("Bloomberg"), without independent verification.
The data for the hypotheticalback-tested performance of the Index set forth in the following graph are purely theoretical and do not
represent the actual historicalperformance of the Index. See "Selected Risk Considerations- Risks Relating to the Index-
Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations,
and the Historical and Hypothetical Back-Tested Performance of the Index Are Not Indications of Its Future Performance" above.
The hypothetical back-tested and historical closing levels of the Indexshould not be taken as an indication of future performance, and
no assurance can be given as to the closing level of the Index onthe Pricing Date, the Review Date or the Observation Date. There
canbe no assurance that theperformance of the Index will result in the return of any of your principal amount.
The hypothetical back-tested closing levels of the Index have inherent limitations and have not beenverified by an independent third
party. These hypotheticalback-tested closing levels are determined bymeans of a retroactive application of a back-tested model
designed withthebenefit of hindsight. Hypothetical back-tested results are neither anindicator nor a guaranteeof future returns. No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling
techniquesor assumptions would produce different hypothetical back-tested closinglevelsof theIndex that might prove to be more
appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.
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Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefully described in "Material U.S. Federal Income Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement.Assuming this treatment is respected, subject to the possible application of the "constructive
ownership" rules, the gain or loss on your notes shouldbe treatedaslong-term capital gain or loss if you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notescould be treated as "constructive ownership
transactions" within themeaning of Section1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-termcapitalgain and that wasin excess of the "net underlying long-termcapitalgain" (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accruedfor tax purposes at a
constant yield over your holding period for the notes. Our special taxcounsel has not expressed an opinion with respect to whether the
constructive ownership rules apply to the notes. Accordingly, U.S. Holdersshould consult their tax advisers regarding the potential
application of theconstructive ownership rules.
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of anyincome
or losson your notes could bemateriallyandadverselyaffected. In addition, in 2007 Treasury and the IRS releaseda notice
requesting comments on the U.S. federalincome tax treatment of "prepaid forwardcontracts" and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the termof their investment. Italso
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (includingany mandated accruals) realized by non-U.S. investorsshould be subject to withholding tax; and whether these
instrumentsare or should be subject to the constructive ownership regime described above. Whilethenotice requests comments on
appropriate transition rules and effectivedates, anyTreasury regulations or other guidance promulgated after considerationof these
issues could materially and adversely affect the taxconsequences of aninvestment in the notes, possibly with retroactive effect. You
shouldconsult your tax adviser regarding the U.S. federalincome taxconsequences of an investment in the notes, including the
potential application of the constructive ownership rules, possible alternative treatments and theissues presented by thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in 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 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 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 provided in the pricing supplement for the notes. You shouldconsult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybebased 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
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funding rate and anypotential changes to that ratemay have an adverseeffect 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 DerivedbyReference toan Internal Funding 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 dependenton inputs such as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot 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 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 marketconditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated value of thenoteswill 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 sellingcommissions
paidto JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realizefor assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour obligations under the notes.Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss. A portionof the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits.See "Selected Risk Considerations- Risks Relating to the Estimated Valueand SecondaryMarket 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 this pricingsupplement.
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 by many
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 includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.The lengthof anysuch initial period reflects the structure of the notes, whether our affiliates expect toearna
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 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 "Hypothetical Payout Profile" and"How the Notes Work" in this pricing supplement for anillustration of the risk-returnprofile
of thenotes and"TheMerQube US Tech+ Vol AdvantageIndex"in thispricing supplement for adescription of the market exposure
providedbythe notes.
The originalissue price of thenotes is equal tothe estimated value of the notesplus the sellingcommissions paid toJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
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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 totheir issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept suchchanges 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 supplementedbytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained inthe accompanyingproduct supplementand the accompanyingunderlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materials of
ours.You should carefullyconsider, among other things, the matters set forth in the "Risk Factors" sectionsof the accompanying
prospectussupplement, the accompanying product supplement and the accompanying underlying supplement and in Annex A to the
accompanying prospectus addendum, as the notes involve risks not associated with conventional debt securities.We urge you to
consult your investment,legal, tax, accounting and other advisersbefore you invest in the 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-Idated April13, 2023:
•Underlying supplement no. 5-IIdated March 5, 2024:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.