JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 13:25
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion dated October 29,2024
November , 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement toproduct supplement no. 4-I dated April 13, 2023,underlying supplement no. 5-II dated March 5, 2024,
theprospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
UncappedDual Directional Buffered Return
Enhanced Notes Linked to theMerQube US Tech+
Vol Advantage Indexdue November 20, 2029
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•The notes are designed for investors whoseekan uncapped return of at least 2.00timesany appreciation, or a capped,
unleveraged return equal to the absolutevalue of any depreciation (up to theBuffer Amountof 30.00%), of theMerQube
US Tech+ Vol Advantage Index, which werefer to as the Index, at maturity.
•Investors should be willing to forgo interest payments anddividend paymentsand be willing to loseup to 70.00% 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 andwill generally be a drag
on the performance of the Index. The Indexwill 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 of JPMorgan 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 November 15, 2024 and are expected tosettle on or about November 19,
2024.
•CUSIP: 48135UV98
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 accompanyingprospectus addendum, "RiskFactors" beginning on page PS-11
of the accompanying product supplement, "Risk Factors" beginning on page US-4of the accompanying underlying
supplement and "Selected Risk Considerations" beginning on page PS-6of 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 supplement for information about the componentsof theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial,will pay allof the selling
commissions it receives from us toother affiliatedor unaffiliateddealers. Innoevent will theseselling commissionsexceed$20.00 per
$1,000 principal amountnote. See "PlanofDistribution (Conflicts ofInterest)" in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $940.00per $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 $920.00 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
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage 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 AdvantageIndex (Bloomberg
ticker: MQUSTVA). The level of theIndex reflects a deduction of
6.0% per annum that accruesdaily, and the performance of the
QQQ Fund is subject toa notionalfinancingcost that accrues
daily.
Upside Leverage Factor:At least 2.00 (to be providedin the
pricingsupplement)
Buffer Amount: 30.00%
Pricing Date: On or aboutNovember 15, 2024
Original Issue Date (Settlement Date):On or about
November 19, 2024
Observation Date*: November 15, 2029
Maturity Date*:November 20, 2029
* Subjectto postponement in theevent of amarket disruption eventand
as described under "Supplemental TermsoftheNotes- Postponement
of a DeterminationDate -Notes LinkedSolely to an Index" in the
accompanyingunderlying supplement and "General TermsofNotes-
Postponement of aPayment Date" in theaccompanying product
supplement
Payment at Maturity:
If theFinal Valueisgreater than the Initial Value, your payment at
maturityper $1,000 principal amount notewill be calculatedas
follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor)
If theFinal Valueisequal to the Initial Valueor is less than theInitial
Valuebyup to the Buffer Amount, your payment at maturityper
$1,000 principal amount notewill be calculated as follows:
$1,000 + ($1,000 × Absolute Index Return)
Thispayout formula results inan effective cap of 30.00% on your
return at maturity if the IndexReturn is negative. Under these limited
circumstances, your maximum payment at maturity is $1,300.00 per
$1,000 principal amount note.
If theFinal Valueisless than the Initial Value bymore than theBuffer
Amount, your payment at maturityper $1,000 principal amount note
will be calculated as follows:
$1,000 + [$1,000 ×(Index Return + Buffer Amount)]
If theFinal Valueisless than the Initial Value by more than the Buffer
Amount, you will lose some or mostof your principal amount at
maturity.
Absolute Index Return:The absolute valueof the Index Return.
For example, if the Index Return is -5%, the Absolute Index
Return will equal 5%.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing level of the Indexon thePricing Date
Final Value:Theclosing levelof the Indexon the Observation
Date
PS-2| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
The MerQube US Tech+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 June22, 2021. An affiliateof ourscurrently has a10% 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 Index is linked (the "Underlying Asset")
hasbeen anunfunded position in the QQQ Fund, calculated as the excess of the total return of the QQQ Fundover a notional financing
cost. Prior to the Amendment Effective Date, the Underlying Asset wasan unfunded rolling position 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 financing cost 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 begreater than 100% when the implied volatility 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 feature is expected to result in the volatility of the Index beingmorestableover 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 Fund asa proxy for the realizedvolatilityof 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 intended to be a broad measure of the cost of borrowing cash overnight collateralizedby Treasurysecurities. 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 notionalfinancing 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 UpsideLeverage Factor, the Buffer Amount and the other
economic terms available on the notesare morefavorable to investors than the terms that would be available on a hypothetical note
issuedbyuslinkedto an identicalindex without a daily deduction. However, there can be no assurance that any improvement in the
terms of the notes derived from the dailydeduction willoffset the negative effect of the daily deduction on the performanceof the
Index.The return on the notes may be lower than the return on a hypothetical note issued by us linked to 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 economicterms 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 forpurposes of
determining the estimatedvalue of the notes set forth on the cover of this pricingsupplement. The daily deduction will effectively
reduce the value of the derivative or derivatives underlying the 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 gains due 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
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that
the Index will be successfulor 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 accompanyingunderlying
supplement.
PS-4| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage 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
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinkedto a hypothetical Index.
The "total return" as used in this pricing supplementis the number, expressed asa percentage, that resultsfrom comparing the
payment at maturity per $1,000 principalamount note to $1,000. Thehypothetical total returnsandpayments set forthbelow assume
the following:
•an Initial Value of 100.00;
•an UpsideLeverage Factor of 2.00;and
•a Buffer Amount of 30.00%.
Thehypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only andmaynot represent a likely actual Initial
Value. The actual Initial Value will be the closinglevelof the Index on the Pricing Date and will be provided in the pricingsupplement.
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 this pricingsupplement.
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 followingtableand
graphhave been rounded for ease of analysis.
Final Value
Index Return
AbsoluteIndex Return
Total Returnon the Notes
Payment at Maturity
165.00
65.00%
N/A
130.00%
$2,300.00
150.00
50.00%
N/A
100.00%
$2,000.00
140.00
40.00%
N/A
80.00%
$1,800.00
130.00
30.00%
N/A
60.00%
$1,600.00
120.00
20.00%
N/A
40.00%
$1,400.00
110.00
10.00%
N/A
20.00%
$1,200.00
105.00
5.00%
N/A
10.00%
$1,100.00
101.00
1.00%
N/A
2.00%
$1,020.00
100.00
0.00%
0.00%
0.00%
$1,000.00
95.00
-5.00%
5.00%
5.00%
$1,050.00
90.00
-10.00%
10.00%
10.00%
$1,100.00
80.00
-20.00%
20.00%
20.00%
$1,200.00
70.00
-30.00%
30.00%
30.00%
$1,300.00
60.00
-40.00%
N/A
-10.00%
$900.00
50.00
-50.00%
N/A
-20.00%
$800.00
40.00
-60.00%
N/A
-30.00%
$700.00
30.00
-70.00%
N/A
-40.00%
$600.00
20.00
-80.00%
N/A
-50.00%
$500.00
10.00
-90.00%
N/A
-60.00%
$400.00
0.00
-100.00%
N/A
-70.00%
$300.00
PS-5| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
The following graph demonstratesthehypothetical total returns and hypothetical payments at maturity on the notes for a rangeof Index
Returns. There canbe no assurance that the performance of the Index will result in the return of any of your principal amount in excess
of $300.00 per $1,000 principal amount note, subject to the credit risksof JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Index Appreciation Upside Scenario:
If theFinal Value isgreater than theInitial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the
Index Returntimes the Upside Leverage Factor of at least 2.00.
•Assuming a hypothetical Upside Leverage Factor of 2.00, if the closinglevelof the Indexincreases 5.00%, investors will receive at
maturitya return equal to10.00%, or $1,100.00 per $1,000principal amount note.
Index Par or Index Depreciation Upside Scenario:
If theFinal Valueisequal to theInitial Value or isless thanthe Initial Value by up to the Buffer Amount of 30.00%, investors will receive
at maturity the $1,000 principal amount plusa return equalto the Absolute Index Return.
•For example, if the closing level of the Indexdeclines 5.00%, investors will receive at maturity areturnequal to 5.00%, or
$1,050.00per $1,000 principal amount note.
Downside Scenario:
If theFinal Value isless than the Initial Value bymore than the Buffer Amount of 30.00%, investors will lose1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Valueby more than the Buffer Amount.
•For example, if the closing level of the Indexdeclines 60.00%, investors will lose 30.00%of their principal amount and receive only
$700.00 per $1,000 principalamount note at maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% +30.00%)] = $700.00
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif 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-6| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage 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 supplement, product supplementand underlyingsupplement and in Annex A totheaccompanying
prospectusaddendum.
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 Value isless than the Initial Value by more than 30.00%, you will
lose 1%of the principal amount of your notes for every 1% that the Final Value is lessthanthe Initial Valuebymore than 30.00%.
Accordingly, under these circumstances, you will lose up to70.00%of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE INDEX RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the Absolute Index Return if the Final Value is less than the Initial Valueby more
than the Buffer Amount, the Buffer Amount is effectivelya cap on your return at maturity if the Index Returnisnegative. The
maximum payment at maturity ifthe Index Returnisnegative is $1,300.00 per $1,000 principal amount note.
•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 appreciate unless the return of its investment 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, thelevel of the Indexmay decline even if the returnof itsinvestment
strategyisotherwise positive.
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 estimatedvalue 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
thenotes. See "The Estimated Value of the Notes" and "-Risks Relating to the Estimated Value and Secondary Market 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
borrowedfunds at a rate of interest equal to the daily SOFR rateplusa fixed spread.The actual cost 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
thevalue 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 ourand JPMorgan Chase & Co.'sability 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 adverselyaffect thevalue of the notes.If weand 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 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
PS-7| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
guarantee will rank pari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•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.
•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 or recommendations could affect the market 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 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 which JPMS is willing to buy the notes.You maynotbe 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
Upside Leverage Factor.
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.'seconomicinterests are potentially adverse toyour interests as an investor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result 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, with a right to appoint an employee of 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 these actions could adversely
affect the valueof the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising
the Index, and we, JPMS, our other affiliates and our respectiveemployees areunder no obligation toconsider 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 in its 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 Pricesof the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated valueof the notes is only an estimate determined by reference toseveral factors. The original issue price of the
notes will exceedthe estimated valueof the notesbecausecosts associated with selling, structuring and hedging the notes are
included in the original issue price of the notes.Thesecosts include theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Value of the Notes"in this pricingsupplement.
PS-8| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Value of 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 to you 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, secondarymarket prices take intoaccount our internal secondarymarket funding ratesfor structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, 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. Any sale by you prior to
the Maturity 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 hedgingprofits, if any, estimated hedging
costs and thelevel of the Index. Additionally, independent pricing vendorsand/or third party broker-dealersmay publish a price for
the notes, whichmay also be reflected oncustomer 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 EstimatedValue and SecondaryMarket Prices of the Notes- Secondarymarket pricesof the notes will be
impacted by many economic and market factors"in the accompanying product supplement.
Risks Relating to theIndex
•THE INDEX SPONSOR MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS LEVEL, AND THE INDEX SPONSOR HAS
NO OBLIGATION TO CONSIDER YOUR INTERESTS -
The Index Sponsor is responsible for maintaining the Index. The Index Sponsor can add, delete or substitute the componentsof
the Index or make other methodological changes 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 strategyon which the Index is based will be successfulor that the Indexwill
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 approximates itstarget volatility of
35%. The Index's target volatilityisa level of implied volatility and therefore the actual realized volatility of the Index maybe
PS-9| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
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 a maximum
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 volatility may 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 thevalue 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 exposure of 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, insituations where asignificant increase in volatility is
accompanied by asignificant declinein the price of the Underlying Asset, the level of the Index may decline significantly beforethe
following Index rebalance day when the Index'sexposureto the 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 beless than100% 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 deductionis
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 ofthe 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-
TheQQQ Fundissubject to management risk, which is the risk that the investment strategies of the QQQ Fund'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 the notes.
•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 transactioncosts 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 ona securitiesexchange 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, securities underlying the QQQ Fundmay be unavailable in the secondarymarket, 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
PS-10| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
participants are willing to buyand sell shares of the 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 performanceof 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 Data and Historical Information"
in this pricingsupplement is purely theoretical and doesnot represent the actual historicalperformance of the Indexandhasnot
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 modellingtechniquesmight 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 canbe provided that the QQQ Fund is an appropriatesubstitutefor the FuturesContracts. 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 thisdifference in mind when evaluatingthe historical and hypothetical back-tested performanceshown in this
pricingsupplement.
•OTHER KEY RISK:
oTHE INDEX WAS ESTABLISHED ON JUNE 22, 2021 AND MAY PERFORM IN UNANTICIPATED WAYS.
Please refer tothe "Risk Factors" section of the accompanying underlying supplement for more details regardingthe above-listed
and other risks.
PS-11| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
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 January 4, 2019 through June 18, 2021, and the historical performanceof the Index based on the
weekly historical closing levels of the Index from June 25, 2021 throughOctober 25, 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 hypothetical back-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 October 25, 2024 was11,450.63. Weobtained the 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 followinggraph are purely theoretical and do not
represent the actual historicalperformance of the Index. See "Selected Risk Considerations-Risks Relating totheIndex-
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 takenas an indication of future performance, and
no assurance can be given asto the closing level of the Index on the Pricing Date or the Observation Date. There can be no assurance
that the performance of the Index will result in the return of any of your principal amount in excess of $300.00per $1,000 principal
amountnote, subject tothecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
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 an indicator 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 closing levelsof theIndex that might prove to bemore
appropriateand that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.
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 incometax 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, as more fully described in "Material U.S. FederalIncome 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 thepossible application ofthe "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
PS-12| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
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-termcapitalgainandthat wasin excess of the "net underlying long-termcapital gain" (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 acourt 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
requestingcomments 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 incomeover the termof their investment. It also
asks for comments on a number of related topics, includingthe character of income or loss with respect to theseinstruments; 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 presentedbythisnotice.
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 theapplicable
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 payU.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internalfunding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. orits affiliates. Any difference
maybe based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which mayprove
to beincorrect, and is intended to approximatetheprevailing market replacement fundingrate 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 any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations-Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes-The Estimated Value of the NotesIs Derived by Reference to anInternalFunding Rate" in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can includevolatility, 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.
PS-13| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
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, thevalue of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
whichJPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated 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 commissions
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 in a profit 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 theNotes-The
Estimated Value of the NotesWill 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 impactedbymany
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 includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internalsecondarymarket 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. Thelengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect to earn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a LimitedTime Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "Hypothetical Payout Profile"and "How the Notes Work" in this pricingsupplement for anillustration of the risk-returnprofile
of thenotes and"TheMerQube US Tech+ Vol Advantage Index"in thispricing supplement for a description of the market exposure
providedbythe notes.
The originalissue price of thenotes is equal to the estimated value of the notes plusthe selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying theapplicable
agent. We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept suchchanges in connection with your 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 materialsof
ours.You should carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectussupplement, the accompanying product supplement and the accompanying underlyingsupplementand in Annex A to the
PS-14| Structured Investments
UncappedDual Directional Buffered Return EnhancedNotesLinkedto the
MerQube US Tech+VolAdvantage Index
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 documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevantdate on the SEC website):
•Product supplement no. 4-Idated April13, 2023:
•Underlying supplement no. 5-IIdated March5, 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.