JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:07
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion datedOctober 29,2024
October , 2024RegistrationStatement Nos. 333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-Idated April 13,2023, underlying supplement no. 1-IdatedApril 13, 2023,
the prospectus andprospectussupplement,each datedApril 13,2023and the prospectus addendum dated June3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
CappedDual Directional Buffered Equity Notes Linked to
the S&P 500® Index due November 2, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase& Co.
•The notes are designed for investors whoseeka capped, unleveraged exposure to any appreciation (with a Maximum
Upside Return of at least18.05%), or a capped, unleveraged return equal to the absolute value of any depreciation (up to
theBuffer Amount of20.00%), of theS&P 500® Index at maturity.
•Investors should be willing to forgo interest anddividend payments and be willing to lose up to 80.00% of their principal
amount at maturity.
•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 October 29, 2024(the "Pricing Date") and areexpected to settle on or about
November 1, 2024.The Strike Value has been determined by reference to theclosing level of the Index on
October 28, 2024 andnot byreference to theclosing level of theIndex on the Pricing Date.
•CUSIP: 48135UX70
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,"Risk Factors" beginning on page PS-11
of theaccompanying 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 securities commission has approved or disapproved
of thenotes or passed upon the 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 of Proceeds"in thispricing supplement forinformation about the componentsof theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which werefertoas JPMS, acting as agent for JPMorganFinancial, will pay all of the selling
commissions it receivesfrom us tootheraffiliatedor unaffiliated dealers.In no event will theseselling commissions exceed$4.00 per
$1,000 principal amountnote.See"Plan of Distribution (Conflicts ofInterest)"in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $992.40per $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 $970.00 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
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
Key Terms
Issuer:JPMorganChase Financial Company LLC, adirect, wholly
owned financesubsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index:The S&P 500®Index (Bloomberg ticker: SPX)
MaximumUpsideReturn:At least 18.05%(corresponding to a
maximum payment at maturity if the Index Return ispositive of at
least $1,180.50 per $1,000 principal amount note) (to be provided in
the pricingsupplement)
Buffer Amount: 20.00%
StrikeDate:October 28, 2024
Pricing Date: On or aboutOctober 29, 2024
Original Issue Date (Settlement Date):On or about November
1, 2024
Observation Date*: October 28, 2026
Maturity Date*:November 2,2026
* Subject to postponement in the event of a market disruption event
and as described under "General Termsof Notes-Postponement
of a Determination Date- Notes Linked to a Single Underlying-
NotesLinkedto a Single Underlying (Other Than a Commodity
Index)" and "General Terms of Notes-Postponement of aPayment
Date" in theaccompanying product supplement
Payment at Maturity:
If theFinal Valueisgreater than the Strike Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Index Return), subject to the Maximum Upside
Return
If theFinal Valueisequal to theStrike Value or is lessthan the
Strike Value by upto the Buffer Amount, your payment at maturity
per $1,000 principalamount note will be calculated as follows:
$1,000 + ($1,000 × Absolute Index Return)
Thispayout formula results inan effective cap of 20.00% on your
return at maturity if the IndexReturn is negative. Under these limited
circumstances, your maximum payment at maturity is $1,200.00 per
$1,000 principal amount note.
If theFinal Valueisless than the Strike Value bymore than the
Buffer Amount, your paymentat maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 ×(Index Return + Buffer Amount)]
If theFinal Valueisless than the Strike Value by more than the
Buffer Amount, you will lose some or mostof your principalamount
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 - Strike Value)
Strike Value
Strike Value: Theclosing level of the Index on the Strike Date,
which was5,823.52.The Strike Value is not the closing level
of the Index on the Pricing Date.
Final Value:Theclosing levelof the Indexon the Observation
Date
PS-2| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
Supplemental Terms of the Notes
Any values of the Index, and any valuesderivedtherefrom, included in this pricing supplement may be corrected, in theevent 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 become effective without consent of the holders of
the notes or any other party.
Hypothetical PayoutProfile
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinkedtoa 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 returnsand payments set forth below assume
the following:
•a Strike Value of 100.00;
•a Maximum Upside Return of 18.05%; and
•a Buffer Amount of 20.00%.
The hypothetical Strike Value of 100.00 has been chosen for illustrative purposesonly anddoes not represent the actualStrike Value.
The actual Strike Value is theclosing level of the Index on the Strike Date and is specified under "Key Terms -Strike Value" in this
pricingsupplement. For historical data regarding the actual closinglevels of the Index, please see the historical information set forth
under "The Index" in this pricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the followingtableand
graphhave been rounded for ease of analysis.
Final Value
Index Return
AbsoluteIndex Return
Total Returnon the Notes
Payment at Maturity
180.00
80.00%
N/A
18.05%
$1,180.50
165.00
65.00%
N/A
18.05%
$1,180.50
150.00
50.00%
N/A
18.05%
$1,180.50
140.00
40.00%
N/A
18.05%
$1,180.50
130.00
30.00%
N/A
18.05%
$1,180.50
120.00
20.00%
N/A
18.05%
$1,180.50
118.05
18.05%
N/A
18.05%
$1,180.50
110.00
10.00%
N/A
10.00%
$1,100.00
105.00
5.00%
N/A
5.00%
$1,050.00
101.00
1.00%
N/A
1.00%
$1,010.00
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%
N/A
-10.00%
$900.00
60.00
-40.00%
N/A
-20.00%
$800.00
50.00
-50.00%
N/A
-30.00%
$700.00
40.00
-60.00%
N/A
-40.00%
$600.00
30.00
-70.00%
N/A
-50.00%
$500.00
20.00
-80.00%
N/A
-60.00%
$400.00
10.00
-90.00%
N/A
-70.00%
$300.00
0.00
-100.00%
N/A
-80.00%
$200.00
PS-3| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
The following graph demonstratesthehypothetical payments at maturity on thenotesfor a rangeof Index Returns. There can beno
assurance that the performance of the Index will result in the return of any of your principalamount in excessof $200.00 per $1,000
principal amount note, subjectto thecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Index AppreciationUpside Scenario:
If theFinal Value isgreater than theStrike Value, investors will receive at maturity the$1,000 principalamount plus a return equal to
theIndex Return, subject to the Maximum Upside Return of at least 18.05%. Assuming a hypothetical Maximum Upside Return of
18.05%, an investor will realize themaximumupside payment at maturity at aFinal Valueof 118.05% or moreof the StrikeValue.
•If the closing level of the Index increases5.00%, investors will receive at maturity a return equal to5.00%, or $1,050.00 per $1,000
principal amount note.
•Assuming a hypothetical Maximum Upside Return of 18.05%, if theclosing level of the Indexincreases 50.00%, investors will
receiveat maturitya return equal to the 18.05% Maximum Upside Return, or $1,180.50 per $1,000 principal amount note, which is
the maximum payment at maturityif the Index Return is positive.
Index Par or Index Depreciation Upside Scenario:
If theFinal Valueisequal to the StrikeValue or is lessthanthe Strike Valuebyup to the Buffer Amount of 20.00%, investors will
receiveat maturitythe$1,000principal amount plusa returnequal to the AbsoluteIndex Return.
•For example, if the closing level of the Indexdeclines5.00%, investors will receive at maturity a returnequal to 5.00%, or
$1,050.00per $1,000 principal amount note.
Downside Scenario:
If theFinal Value isless than the Strike Value bymore than the Buffer Amount of 20.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Strike Value by more than the Buffer Amount.
•For example, if the closing level of the Indexdeclines 60.00%, investors will lose 40.00%of their principal amount and receive only
$600.00 per $1,000 principalamount note at maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% +20.00%)] = $600.00
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-4| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&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 supplement and product 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 Value isless than the Strike Value by more than20.00%, you will
lose 1%of the principal amount of your notes for every 1% that the Final Value is lessthanthe Strike Value by more than 20.00%.
Accordingly, under these circumstances, you will lose up to 80.00%of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM UPSIDE RETURN IF THE INDEX RETURN IS
POSITIVE,
regardless oftheappreciation of theIndex, which may be significant.
•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 Strike Value by more
than the Buffer Amount, the Buffer Amount is effectivelya cap onyour return at maturity if the Index Returnisnegative. The
maximum payment at maturity if the Index Returnisnegative is $1,200.00 per $1,000 principal amount note.
•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 bythemarket for taking that credit
risk, is likely to adverselyaffect the value of the notes.If weand JPMorgan Chase & Co. were todefault onour 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 contributionfromJPMorgan 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 tomake
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
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 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 which JPMS is willing to buy the notes.You may notbe able to sell your 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 thenotes and the
Maximum Upside Return.
PS-5| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&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 JPMorganChase &
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 whilethe
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 -
Theestimated valueof the notes is only an estimate determined by reference to several factors. The original issueprice of the
notes will exceed the estimated valueof the notesbecause costs associated with selling,structuring and hedging the notes are
included in the original issue price of the notes.Thesecosts include theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandtheestimated cost of hedging
our obligations under the notes. See "The Estimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTESDOES 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-
Theinternal funding rate used in the determinationof the estimated value of the notes may differ from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates' view of thefunding 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 pricing supplement 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 intoaccount our internal secondary market 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 in the original issue price of the notes. As a result, the price, if any, at whichJPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale byyou prior to
theMaturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected 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 reflectedoncustomer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at whichJPMS may be willing to purchaseyour notes in the secondarymarket. See "Risk Factors-
PS-6| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes- Secondarymarket prices of the notes will be
impacted by many economic 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 Dual DirectionalBuffered Equity Notes Linked to the S&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 "EquityIndex Descriptions-The S&P U.S. Indices" in the accompanying underlying
supplement.
Historical Information
The following graph sets forth the historical performance of the Indexbased on the weeklyhistorical closing levelsof the Index from
January 4, 2019 throughOctober 25, 2024. Theclosing level of the Indexon October 28, 2024 was 5,823.52. Weobtained the closing
levelsabove and below from the BloombergProfessional®service ("Bloomberg"), without independent verification.
The historical 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 Indexon the Observation Date. There can be noassurance that the performance of the Indexwill result in the
return of any of your principal amountin excessof $200.00 per $1,000 principal amount note, subject to the credit 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 TaxConsequences - 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 believe that this is a reasonable
treatment,but that there are other reasonable treatments that the IRS or a court may adopt,in which case the timing and character of
anyincome or loss on the notes could be materially andadversely affected.
No statutory, judicial oradministrative authority directlyaddresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no ruling isbeing requested from the IRS with respect to their proper characterization and 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 a court may not respect the treatment of the notes as "open transactions," in which case the timing and character of any
income or loss on the notes could be materially and adversely affected.For instance, the notescouldbe treatedas contingent payment
debt instruments, in which case thegain on your notes would be treated asordinary income and you would be required toaccrue
original issuediscount on your notes in each taxable year at the "comparable yield," as determined by us, although we will not make
anypayment withrespect to the notes until maturity.
PS-8| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
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 investors in these instruments to
accrue income over the term of their investment.It also asks for comments on a number ofrelated topics, including thecharacter of
income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to whichthe
instrumentsarelinked; the degree, if any, to which income (including anymandated accruals) realized bynon-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, which very
generally can operate to recharacterize certain long-term capitalgain as ordinary income and impose a notional interest charge.While
thenotice requestscomments on appropriatetransition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issuescouldmaterially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect.You should review carefully the sectionentitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement and consult your taxadviser regardingthe U.S. federalincome tax
consequences of an investment in the notes, including possible alternative treatments andthe 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 fromthescopeof 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 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.Youshouldconsult your tax adviser 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 withthesamematurityasthe notes, valued using the internal funding
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. or its 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 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 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 include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in marketconditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
PS-9| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
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 realize for assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any,realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits.See "Selected Risk Considerations-Risks Relating to the Estimated Valueand SecondaryMarket Prices of 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 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 includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. This initial predeterminedtime period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes. The lengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "Hypothetical Payout Profile"and "How the Notes Work" in this pricingsupplement for anillustration of the risk-return profile
of thenotes and"TheIndex" 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 plus the 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 thenotes, 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 reservetheright to change the terms of, or reject anyoffer to purchase, the notes prior totheir issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer topurchase.
You should readthispricing supplement together with theaccompanyingprospectus, as supplementedbytheaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained in the accompanyingproduct supplement and the accompanying underlying
supplement.This 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 inthe "RiskFactors" 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.
PS-10| Structured Investments
Capped Dual DirectionalBuffered Equity Notes Linked to the S&P 500®
Index
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 relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•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 inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.