JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 14:19
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 where the offer or sale is notpermitted.
Subjectto completion dated October 31,2024
October , 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-Idated April13, 2023, underlyingsupplement no. 1-IdatedApril 13,2023, theprospectus and
prospectus supplement, each dated April 13,2023, and the prospectusaddendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Capped Lookback Buffered Return Enhanced Notes Linked
to the S&P 500®Indexdue May 5, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek a return of 1.50timesany appreciation of the S&P 500® Index, which we
refer to astheIndex, ascompared to the lowest closing level of the Indexduring the Lookback Observation Period, upto
a maximum return of at least 11.25%, at maturity.
•Investors should be willing to forgo interest anddividend payments and be willing to loseup to 85.00% of their principal
amount at maturity.
•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 multiplesthereof
•The notes areexpected to price on or about October 31, 2024 and are expected to settleon or about November 5, 2024.
•CUSIP: 48135VEP9
Investing in thenotes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and"Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securitiescommission has approved or disapproved
of the notes or passed uponthe accuracyor the adequacy ofthis 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 supplement for information about the componentsof theprice to publicof the
notes.
(2) J.P.Morgan Securities LLC, which we refer toas JPMS, acting as agent for JPMorganFinancial, will pay all of the selling
commissions it receives from us tootheraffiliated or unaffiliated dealers.These sellingcommissionswill be upto$10.00 per $1,000
principal amount note. JPMS, acting as agentfor JPMorgan Financial, will also pay allof thestructuring fee of up to $1.00 per$1,000
principal amount note it receives from ustootheraffiliated orunaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the
accompanyingproduct supplement.
If the notes priced today, the estimated value of the notes would be approximately $982.30 per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $960.00per $1,000principal 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
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index:The S&P 500®Index (Bloombergticker:SPX)
Maximum Return: At least 11.25% (corresponding to a
maximum payment at maturity of at least $1,112.50 per $1,000
principal amount note) (to be provided in the pricing
supplement)
Upside Leverage Factor: 1.50
Buffer Amount:15.00%
Pricing Date: On or aboutOctober 31, 2024
Original Issue Date (Settlement Date): Onor about November
5, 2024
Observation Date*: April 30, 2026
Maturity Date*: May5, 2026
* Subjectto postponement in theevent of amarket disruption event
and as described under"General Terms of Notes-Postponement
of a DeterminationDate -Notes Linkedtoa Single Underlying -
Notes Linkedto a SingleUnderlying (Other Than aCommodity
Index)"and "General Terms ofNotes -Postponement of a
Payment Date" in the accompanying product supplement
Payment at Maturity:
If theFinal Valueisgreater than the Lookback Value, your
payment at maturityper $1,000 principal amount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor),
subject to theMaximum Return
If theFinal Valueisequal to the Lookback Value or isless than
theLookback Valuebyup to the Buffer Amount, you will receive
the principal amount of your notesat maturity.
If theFinal Value isless than the Lookback Value bymore than
the Buffer Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the Final Value isless than the LookbackValue by more than
the Buffer Amount, you will lose some or mostof your principal
amount atmaturity.
Index Return:
(Final Value -Lookback Value)
Lookback Value
Lookback Observation Period:Theperiod from and including
the Pricing Date to and including December 2, 2024
Lookback Value:The lowestclosing level of the Index during
the Lookback Observation Period. In no event willthe
Lookback Value be greater than theclosing level of theIndex
on the Pricing Date.
Final Value: The closing levelof theIndex on the Observation
Date
PS-2 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®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 and the correspondingterms of thenotes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinked to a hypothetical Index.
The"total return" as used in this pricing supplement is the number, expressed asa percentage, that resultsfrom comparing the
payment at maturity per $1,000 principalamount note to $1,000. The hypothetical total returnsandpaymentsset forthbelow assume
the following:
•a Lookback Value of 100.00;
•a Maximum Return of 11.25%;
•an UpsideLeverage Factor of 1.50; and
•a Buffer Amount of 15.00%.
The hypotheticalLookback Value of 100.00 has been chosen for illustrative purposes only and may not represent a likelyactual
Lookback Value. The actual Lookback Value will be the lowest closing levelof the Indexduring the Lookback Observation Period. For
historical data regarding the actual closinglevels of the Index, please see the historical information set forth under "The Index" in this
pricingsupplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only andmay not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearingin the followingtable and
graph have been rounded for ease of analysis.
Final Value
Index Return
Total Returnon the Notes
Payment at Maturity
180.00
80.00%
11.25%
$1,112.50
165.00
65.00%
11.25%
$1,112.50
150.00
50.00%
11.25%
$1,112.50
140.00
40.00%
11.25%
$1,112.50
130.00
30.00%
11.25%
$1,112.50
120.00
20.00%
11.25%
$1,112.50
110.00
10.00%
11.25%
$1,125.00
107.50
7.50%
11.25%
$1,125.00
105.00
5.00%
7.50%
$1,075.00
101.00
1.00%
1.50%
$1,015.00
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
85.00
-15.00%
0.00%
$1,000.00
80.00
-20.00%
-5.00%
$950.00
70.00
-30.00%
-15.00%
$850.00
60.00
-40.00%
-25.00%
$750.00
50.00
-50.00%
-35.00%
$650.00
40.00
-60.00%
-45.00%
$550.00
30.00
-70.00%
-55.00%
$450.00
20.00
-80.00%
-65.00%
$350.00
10.00
-90.00%
-75.00%
$250.00
0.00
-100.00%
-85.00%
$150.00
PS-3 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
The following graph demonstratesthehypothetical payments at maturity on the notes for a range of Index Returns. There can beno
assurance that the performance of the Index will result in the return of any of your principal amount in excessof $150.00per $1,000
principal amount note, subjectto thecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If theFinal Valueisgreater than the Lookback Value, investors will receive at maturity the $1,000 principalamount plusa returnequal
to theIndex Return timesthe Upside Leverage Factor of 1.50, up to the Maximum Returnof at least 11.25%. Assuming a hypothetical
Maximum Return of 11.25%, an investor will realize the maximumpayment at maturity at aFinal Value at or above107.50% of the
Lookback Value.
•If theclosinglevel of the Index increases5.00% from the Lookback Value, investors will receive at maturity a return equal to
7.50%, or $1,075.00 per $1,000 principalamount note.
•Assuming a hypotheticalMaximum Return of 11.25%, if the closing level of the Index increases 40.00%from theLookback Value,
investors will receive at maturity a return equal to the 11.25% Maximum Return, or $1,112.50 per $1,000 principal amount note,
which isthe maximumpayment at maturity.
Par Scenario:
If theFinal Valueisequal to the Lookback Value or isless than theLookback Value by up to the Buffer Amount of 15.00%, investors
will receive at maturitythe principal amount of their notes.
Downside Scenario:
If theFinal Value isless than the LookbackValue by more than the Buffer Amount of 15.00%, investors will lose 1% of the principal
amount of their notes for every 1% that the FinalValue is less than the LookbackValue bymore thanthe Buffer Amount.
•For example, if the closing level of the Index declines 60.00%from the Lookback Value, investors will lose45.00% of their principal
amount and receive only $550.00 per $1,000principal amount note at maturity, calculatedas follows:
$1,000 + [$1,000 × (-60.00% + 15.00%)]= $550.00
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above wouldlikely be lower.
PS-4 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the"Risk Factors"sections of the
accompanyingprospectus supplementandproduct supplementand 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 Final Valueisless than the LookbackValuebymore than 15.00%, you
will lose 1%of the principal amount of your notes for every 1% that the Final Value is less than the Lookback Value by more than
15.00%. Accordingly, under thesecircumstances, you willlose up to85.00% of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of the Index, which may be significant.
•THE LOOKBACK VALUE WILL NOT BE DETERMINED UNTIL THE END OF THE APPROXIMATELY ONE-MONTH
LOOKBACK OBSERVATION PERIOD -
Because the Lookback Valuewill be the lowest closing level of the Index during the Lookback Observation Period, the Lookback
Value willnot be determined until the end of the Lookback Observation Period. Accordingly, you will not know the Lookback Value
for anapproximately one-month period after the Pricing Date. There is no assurance that the closing level of the Index will decline
during the Lookback Observation Period below the closing levelon the Pricing Date. Even if the closing level of the Index declines
during the Lookback Observation Period below theclosing levelon the Pricing Date, there is no assurancethat theFinal Value will
be greater than the LookbackValue so that you earn a positive return on the notesat maturity. Your returnon the notesmaybe
adversely affected byany decline in the closing levelof the Index after theconclusion of the Lookback Observation Period.
•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 bythemarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault 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 capitalcontribution 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 to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith allother unsecured and unsubordinated obligationsof JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Maximum Return.
PS-5 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
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 thenotes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
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 originalissueprice of the
notes will exceed the estimated valueof the notesbecause costs associated withselling,structuring and hedging the notes are
included in the original issue price of the notes.Thesecosts includethe selling commissions, the structuring fee, theprojected
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 EstimatedValue of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes"in this 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 notesmay differ from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissued byJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of 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 theconventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See"The Estimated 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 additionalinformation relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices(a) exclude the structuring feeand (b) may exclude selling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result, the price, if any, at
which JPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, is likely tobe lower than the original
issue price. Any salebyyou prior totheMaturity Datecould result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES 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 the selling commissions, structuring fee, projected hedging profits, if any,
estimated hedging costs and the level of the Index. 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 topurchase your notes in the secondary market.
PS-6 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
See "Risk Factors- Risks Relating to the Estimated Value and Secondary Market 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 theIndex
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE 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 Index.
PS-7 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
The Index
The Index consists of stocks of 500companies selected to provide aperformance benchmark for the U.S. equity markets. For
additional information about the Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying underlying
supplement.
Historical Information
The following graph setsforththe historical performance of theIndexbased on the weeklyhistorical closing levels of the Index from
January 4, 2019 through October 25,2024.The closing level of the Index onOctober 30, 2024was5,813.67.Weobtained the closing
levelsabove and below from the Bloomberg Professional® service ("Bloomberg"), without independent verification.
Thehistorical closing levels of the Index should not be takenas an indication of future performance, and no assurance can be given as
to the closing level of the Indexonany day during the Lookback Observation Period or theObservation Date.There canbe no
assurance that the performance of the Index will result in the return of any of your principalamount in excessof $150.00 per $1,000
principal amount note, subjectto thecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
In determining our reporting responsibilities, we intend to treat the notes for U.S. federal income taxpurposes as "open transactions"
that are not debt instruments,as described in the section entitled "Material U.S. Federal Income Tax Consequences - Tax
Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & WardwellLLP, our special tax counsel, we believethat this is a reasonable
treatment,but that there are other reasonable treatments that the IRS or acourt may adopt, in which case the timing and character of
anyincome or loss on the notes could be materially andadversely affected.
No statutory, judicial or administrative authority directlyaddresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no ruling is being requested from the IRS with respect to their proper characterizationand treatment.
Assuming that "open transaction" treatment is respected, the gain or loss on your notesshould be treatedaslong-term capital gain or
loss if you hold your notes formore than a year, whether or not you are an initial purchaser of the notesat the issue price. However, the
IRS or acourt may not respect the treatment of the notes as"open transactions," in which case the timing and character of any income
or losson the notes could be materiallyandadverselyaffected. For instance, the notescould be treatedascontingent payment debt
instruments, in which case the gain on your notes would be treated asordinary income and you would be required to accrueoriginal
issue discount on your notes in each taxable year at the "comparable yield," asdetermined byus, although we will not makeany
payment with respect to the notes until maturity.
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal incometax treatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses in particular on whether to require investorsin these instruments to
accrue income over the term of their investment. It also asksfor comments on a number of related topics, including the character of
income or loss with respect tothese instruments; the relevance of factors such as the nature of the underlying property towhichthe
instrumentsarelinked; thedegree, if any, to which income (including anymandated accruals) realized bynon-U.S. investors should be
PS-8 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, whichvery
generally can operate to recharacterize certain long-term capitalgain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issuescould materially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the section entitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement and consult your tax adviser regardingthe U.S. federal income tax
consequences of an investment in the notes, including possible alternative treatments and the issuespresented by thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in 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 byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydepend onyour particular circumstances, including whether you enter
intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potentialapplication of
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to the sum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component withthesame maturityasthe notes, valued usingthe 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 notesmay 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 NotesIsDerived byReference 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 dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, the estimated 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 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 thanthe estimated value of the notes.In
addition, marketconditions 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.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs include the selling commissionsand
the structuring fee paid to JPMS and other affiliated or unaffiliated dealers, 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 hedgingour obligations entails risk and maybeinfluencedbymarket 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 hedgingour
obligations under the notesmay be allowedto other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain
PS-9 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
any remaining hedgingprofits.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes-The Estimated Valueof 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 anysecondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes - Secondary market prices of the notes will beimpacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of 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 costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. This initial predetermined time period is intended to be theshorter of sixmonths and one-half of the
stated term of thenotes. The lengthof 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 Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered 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 supplementfor an illustration of the risk-return profile
of thenotes and"The Index"in this pricing supplementfor a description of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plusthe selling commissionsand thestructuring fee
paidto JPMS and other affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedgingour obligations under thenotes, plusthe estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay allof theselling commissionsit receives from us to other affiliated or unaffiliated
dealers. These selling commissions will be up to $10.00 per $1,000 principal amount note. JPMS, acting as agent for JPMorgan
Financial, will also pay all of the structuringfeeof up to $1.00 per $1,000 principal amount note it receives from us to other affiliated or
unaffiliated dealers. See "Plan of Distribution (Conflictsof Interest)" in the accompanying product supplement.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent.We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and youwill be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplementtogether with theaccompanyingprospectus, as supplemented bytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part,the accompanying prospectus
addendumand the more detailed information contained in the accompanyingproduct supplement and 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 preliminaryor indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materials of
ours.Youshould carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities.We urgeyou to consult your investment, legal, tax, accounting and
other advisers before 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-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
PS-10 | Structured Investments
Capped Lookback Buffered Return EnhancedNotesLinked totheS&P
500®Index
•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.