JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:31
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and may be changed. This preliminarypricing 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 31,2024
November ,2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-Idated April 13,2023, underlying supplement no. 1-IdatedApril13,2023,theprospectus and
prospectus supplement, eachdated April 13, 2023, and the prospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of
the iShares®MSCI EAFE ETFand the Russell 2000® Index
due May 5, 2026
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek a higher interest rate than the yield on a conventional debt security with
the same maturity issued byus. The notes will pay at least 7.05% per annum interest over the termof the notes,
assuming no automatic call, payable at a rate of at least 3.525% semiannually.
•The notes will beautomatically called if the closing value of each of the iShares® MSCI EAFE ETF and theRussell 2000®
Index, which we refer to as theUnderlyings, on any Review Date (other than the final Review Date) is greater than or
equal to its Strike Value.
•The earliest dateon which an automatic call may be initiated isApril 30, 2025.
•Investors should be willing toaccept the riskof losing some or allof their principal and be willing toforgo dividend
payments, in exchange for Interest Payments.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed byJPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorganFinancial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linked to abasket composed of the Underlyings.Payments on the notes are linked to the
performance of each of the Underlyings individually, asdescribed below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes areexpected to price on or about November 1, 2024(the "Pricing Date") and are expected to settle on or
about November 6, 2024. The Strike Value of each Underlying has been determined by reference to the closing
valueof that Underlyingon October 30, 2024 andnot byreference to theclosing value of that Underlying on the
Pricing Date.
•CUSIP: 48135VED6
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 the accompanying product supplementand "Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securitiescommission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement, prospectus and 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 thispricingsupplement forinformation about the components of the price to publicof the
notes.
(2) J.P.Morgan Securities LLC, which we refertoas JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receivesfrom us tootheraffiliated or unaffiliated dealers. Innoevent willtheseselling commissions exceed $7.25 per
$1,000 principal amountnote. See "Planof Distribution (ConflictsofInterest)" in theaccompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $989.10per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $960.00per $1,000 principal amount note.See"The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The iShares® MSCI EAFE ETF (Bloomberg
ticker: EFA) (the "Fund")and the Russell 2000®Index
(Bloombergticker:RTY) (the "Index")(each of theFund and the
Index, an "Underlying" and collectively, the "Underlyings")
InterestPayments:If thenotes have not been automatically
called, you will receive on each Interest Payment Datefor each
$1,000 principal amount notean Interest Payment equal toat
least $35.25 (equivalent toanInterest Rate of at least 7.05%
per annum, payable at a rate of at least3.525%semiannually)
(to beprovided in the pricing supplement).
InterestRate: At least 7.05%per annum, payable at a rate of
at least3.525% semiannually(to be provided in the pricing
supplement)
Buffer Amount: 25.00%
Downside Leverage Factor: 1.33333
StrikeDate: October 30, 2024
Pricing Date: On or aboutNovember 1, 2024
Original Issue Date (Settlement Date):On or about November
6, 2024
Review Dates*: April30, 2025, October 30, 2025 andApril 30,
2026 (final Review Date)
Interest Payment Dates*:May 5, 2025, November 4, 2025and
the Maturity Date
Maturity Date*: May5, 2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date (other than the final Review Date), the first
Interest Payment Date immediately following that Review Date
* Subjectto postponement in the event of amarket disruption event
and as described under "General Terms of Notes- Postponement
of a DeterminationDate - Notes Linked toMultipleUnderlyings"
and "General TermsofNotes - Postponementofa PaymentDate"
in theaccompanying productsupplement
Automatic Call:
If theclosingvalue of each Underlyingon any Review Date
(other than the final Review Date) is greater than or equal to its
Strike Value, the notes willbe automatically called for a cash
payment, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Interest Payment for the Interest Payment
Date occurring on the applicable Call Settlement Date, payable
on that Call Settlement Date. No further payments will bemade
on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Valueof eachUnderlying is greater than or equaltoitsStrike
Value or less than its Strike Value by up to the Buffer Amount,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Interest
Payment applicable to theMaturity Date.
If the notes have not been automatically called and the Final
Valueof either Underlyingis less than its Strike Valuebymore
than the Buffer Amount, your payment at maturityper $1,000
principal amount note, in addition to the Interest Payment
applicable to the Maturity Date, willbecalculated as follows:
$1,000 + [$1,000 × (Lesser PerformingUnderlying Return +
Buffer Amount) × Downside Leverage Factor]
If the notes have not been automatically called and the Final
Valueof either Underlying is less thanitsStrike Valueby more
than the Buffer Amount, you willlose some or all of your
principal amount at maturity.
Lesser PerformingUnderlying: The Underlying with the
Lesser PerformingUnderlyingReturn
Lesser Performing UnderlyingReturn:The lower of the
Underlying Returns of theUnderlyings
Underlying Return:
With respect to eachUnderlying,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect to each Underlying, the closing
value of thatUnderlyingon theStrike Date, which was $79.71
for the Fund and 2,233.036 for the Index. The Strike Valueof
each Underlying isnot theclosing value of thatUnderlying
on the Pricing Date.
Final Value: With respect to eachUnderlying, the closing value
of that Underlyingon the finalReview Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to1.0on the StrikeDate. The Share Adjustment
Factor is subject to adjustment upon the occurrenceof certain
events affecting the Fund.See "The Underlyings- Funds-
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Supplemental Terms of the Notes
Any valuesof the Underlyings, and anyvalues derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin theindenturegoverning the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
How the Notes Work
Payments in Connectionwith Review Dates Preceding the Final Review Date
Payment at MaturityIf the Notes Have Not Been Automatically Called
The notes will beautomaticallycalled on the applicable Call Settlement Date andyouwill
receive (a)$1,000 plus (b)the Interest Payment for theInterest Payment Date occurringon
that Call Settlement Date.
Comparethe closingvalue of each Underlying to its StrikeValue on eachReviewDate until the final ReviewDate or anyearlier
automatic call.
ReviewDates Preceding the Final ReviewDate
AutomaticCall
The closing valueof
each Underlying is
greater than or equal
toits Strike Value.
The closing valueof
either Underlying is
less than its Strike
Value.
Strike
Value
The notes will not beautomaticallycalled. Proceed to the next ReviewDate.
No AutomaticCall
Review Dates Preceding the
Final Review Date
Youwill receive (a) $1,000plus (b) the
Interest Payment applicable to the
MaturityDate.
The notes arenot
automaticallycalled.
Proceed to maturity
FinalReviewDatePayment at Maturity
The Final Value of eachUnderlying is greater
than or equal toits StrikeValueor less than its
Strike Value byuptothe BufferAmount.
Youwill receive, in addition to the
Interest Payment applicable to the
MaturityDate:
$1,000+ [$1,000 × (Lesser Performing
Underlying Return + BufferAmount)×
DownsideLeverage Factor]
Under thesecircumstances, you will
lose some or all of yourprincipal
amount at maturity.
The Final Value of either Underlying is lessthan
its Strike Value bymore than the Buffer Amount.
PS-3 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Total Interest Payments
The tablebelow illustrates the hypothetical total Interest Payments per $1,000 principal amount note over the term of the notesbased
on a hypotheticalInterest Rate of 7.05%per annum, depending onhow many Interest Payments are made prior to automatic call or
maturity. If the notes havenot been automatically called, the hypothetical total Interest Payments per $1,000 principalamount note
over the term of thenotes willbe equalto the maximum amount shown in the tablebelow. The actual Interest Rate will be provided in
the pricingsupplement and will beat least 7.05% per annum (payable at arate of at least 3.525% semiannually).
Number of Interest Payments
TotalInterest Payments
3
$105.75
2
$70.50
1
$35.25
Hypothetical PayoutExamples
The following examples illustrate payments on the notes linked to two hypotheticalUnderlyings, assuminga range of performances for
the hypothetical Lesser PerformingUnderlyingon the Review Dates.Each hypothetical payment set forth belowassumes that the
closing value of theUnderlying that is not the Lesser PerformingUnderlyingon each Review Date is greater thanor equal to
its Strike Value.
In addition, the hypothetical paymentsset forth belowassume the following:
•a Strike Value for the Lesser Performing Underlying of 100.00;
•a Buffer Amount of 25.00%;
•a Downside Leverage Factor of 1.33333; and
•an Interest Rate of 7.05% per annum.
ThehypotheticalStrike Value of the LesserPerforming Underlying of100.00has been chosen for illustrative purposes only and does
not represent the actual Strike Valueof either Underlying.The actualStrike Value of each Underlying is theclosingvalueof that
Underlying onthe Strike Dateand is specified under "KeyTerms-Strike Value" in thispricing supplement.For historical data
regarding the actual closing values of each Underlying, please see the historical information set forthunder "The Underlyings"in this
pricingsupplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 - Notes are automatically called on the first Review Date.
Date
Closing Valueof Lesser
PerformingUnderlying
First Review Date
105.00
Notesareautomaticallycalled
TotalPayment
$1,035.25(3.525% return)
Because the closing value of each Underlyingon the first Review Date is greater than or equal to itsStrike Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,035.25(or $1,000plusthe InterestPayment
applicable to the corresponding Interest PaymentDate), payableon the applicable Call SettlementDate. No further payments will be
made on the notes.
PS-4 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Example2- Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlyingis less than
its Strike Valueby up to theBuffer Amount.
Date
Closing Valueof Lesser
PerformingUnderlying
First Review Date
95.00
Notes NOT automaticallycalled
Second Review Date
90.00
Notes NOT automaticallycalled
Final Review Date
80.00
Final Value of Lesser Performing Underlyingisless thanits Strike
Value by up to the Buffer Amount
Total Payment
$1,105.75(10.575% return)
Becausethe notes have not been automatically called and the Final Value of theLesser PerformingUnderlyingis less than its Strike
Valuebyup to the Buffer Amount, the payment at maturity, for each $1,000 principal amount note, will be $1,035.25(or $1,000 plusthe
Interest Payment applicable to the Maturity Date).When added to theInterest Payments received with respect to the prior Interest
PaymentDates, the total amount paid, for each $1,000 principal amount note, is$1,105.75.
Example 3- Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlyingis less than
its Strike Valueby more than the Buffer Amount.
Date
Closing Valueof Lesser
PerformingUnderlying
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
70.00
Notes NOT automaticallycalled
Final Review Date
40.00
Final Value of Lesser Performing Underlyingisless than itsStrike
Valueby more than the BufferAmount
Total Payment
$639.0845 (-36.09155% return)
Becausethe notes have not been automaticallycalled, the Final Value of theLesser PerformingUnderlyingisless than its Strike Value
by more than the Buffer Amount and theLesser Performing Underlying Return is -60.00%,the payment at maturity will be $568.5845
per $1,000 principalamount note, calculatedasfollows:
$1,000 + [$1,000 × (-60.00% + 25.00%) × 1.33333] + $35.25 = $568.5845
Whenadded to the Interest Payments received with respect to theprior Interest Payment Dates, thetotal amount paid, for each $1,000
principal amount note, is$639.0845.
The hypothetical returnsand hypothetical payments on thenotesshown above applyonly if you hold thenotes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would beassociated with any sale in the
secondarymarket.If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplementand product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal.If the notes have not been automatically called and the Final Value of either
Underlying is lessthan itsStrike Value by more than25.00%, you willlose 1.33333%of the principal amount of your notes for
every 1% that the Final Valueof theLesser Performing Underlying is less than its Strike Value by more than25.00%. Accordingly,
under these circumstances, you will lose some or allof your principal amount at maturity.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could lose your entire investment.
PS-5 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
•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 paymentsunder 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 rankpari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of either Underlying, whichmay be significant. You will not participate in any appreciationof either
Underlying.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linkedto abasket composed of the Underlyings and are contingent upon the performance of each
individualUnderlying. Poor performance by either of theUnderlyings over the term of the notesmay result in the notes not being
automaticallycalled ona Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance bythe other Underlying.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately sixmonths and you will
not receive anyInterest Paymentsafter the applicable Call Settlement Date.There is no guarantee that you would beable to
reinvest theproceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a similar
level of risk. Even in cases where the notesarecalled before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND ORTHE SECURITIES INCLUDED IN OR HELD BY EITHER
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes tomaturity.
•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
Interest Rate.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It 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 accompanyingproduct
supplement.
PS-6 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
noteswill exceed the estimated valueof the notesbecause costs associatedwithselling,structuring and hedging the notes are
included in the original issue price of the notes.These costs include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost of hedging
our obligations under the notes. See"The Estimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissued byJPMorgan 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 Valueof the Notes" in thispricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structureddebt issuances and,
also, becausesecondary market 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 which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of thenotes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom the selling commissions, projected hedging profits, if any, estimatedhedging
costs and the valuesof the Underlyings. Additionally, independent pricing vendors and/or third party broker-dealersmaypublish a
price for thenotes, whichmay also be reflected on customer account statements. This price may be different (higher or lower)
than the price of thenotes, if any, at whichJPMS may be willing to purchase yournotesin the secondary market. See "Risk
Factors - Risks Relating to the Estimated Value and SecondaryMarket Pricesof the Notes-Secondarymarket prices of the
notes will beimpactedbymanyeconomic and market factors" in the accompanyingproduct supplement.
PS-7 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Risks Relating to theUnderlyings
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Smallcapitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downwardstock price pressure under adverse market conditions.
•THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject tomanagement risk, which is the risk that the investment strategies ofthe Fund's investment adviser, the
implementation of which is subject to anumber of constraints, may not produce the intended results. These constraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue ofthe notes.
•THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (asdefined under "The Underlyings"below) andmay hold securities different
from those included inits Underlying Index. In addition, the performance of the Fund will reflect additional transactioncostsand
feesthat are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lackof correlation between
the performance of the Fund and its UnderlyingIndex. In addition, corporate actions with respect to the equity securities
underlying the Fund (such asmergers and spin-offs) may impact thevariance between the performances of the Fund and its
Underlying Index. Finally, because the sharesof the Fund are traded on a securitiesexchange and are subject to market supply
and investor demand, the market value of one share of the Fund may differ from the net asset value per shareof the Fund.
During periodsof market volatility, securities underlying the Fund maybe unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and the liquidity of the Fund maybe adversely
affected. Thiskind of market volatility mayalso disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect,sometimes materially, the prices at which market participants are willing to buyand
sell shares of the Fund. Asa result, under these circumstances, themarket value of shares of the Fund may vary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund maynot correlate
with the performance of its UnderlyingIndex as well as the net asset value per share of the Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
•NON-U.S. SECURITIES RISKWITH RESPECT TO THE FUND -
The equity securitiesheld by theFund havebeen issued by non-U.S. companies. Investmentsin securities linked to the value of
such non-U.S. equity securities involve risksassociated with the home countriesand/or thesecurities markets in the home
countries of theissuers of those non-U.S. equity securities. Also, there is generallyless publiclyavailable information about
companiesinsome of these jurisdictions than there is aboutU.S. companies that are subject tothe reporting requirements ofthe
SEC.
•THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE FUND-
Because the pricesof the non-U.S. equity securities held by the Fund are converted into U.S. dollars for purposes of calculating
the net asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the
currenciesin which the non-U.S. equity securities held by the Fundtrade. Your net exposure willdepend on the extent to which
those currencies strengthen or weaken against the U.S. dollar and the relative weight of equitysecurities held by the Fund
denominated in each of those currencies. If, taking intoaccount the relevant weighting, theU.S. dollar strengthens againstthose
currencies, the price of the Fund will be adversely affected and any payment on the notes maybe reduced.
•THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent willnot make an adjustment in response to all events that could affect the shares of theFund. If an
event occurs that doesnot require the calculation agent to makean adjustment,thevalue of the notes may bematerially and
adversely affected.
PS-8 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
The Underlyings
The Fund is an exchange-traded fund of iShares® Trust, a registeredinvestment company, that seeks to track the investment results,
beforefees and expenses, of an index composed of large- and mid-capitalization developed market equities, excludingthe United
States and Canada, which we refer to asthe Underlying Index with respect to the Fund. The Underlying Indexwith respect tothe Fund
is currently theMSCI EAFE® Index. The MSCI EAFE®Index is a free float-adjusted market capitalization index intended to measure
the equity market performance of certain developed markets, excludingthe United States and Canada. For additional information
about theFund, see "Fund Descriptions - The iShares®ETFs" in the accompanying underlying supplement.
The Index consists of the middle 2,000companies included in the Russell 3000E™ Index and, as a result of the index calculation
methodology, consists of the smallest 2,000 companiesincluded in the Russell 3000®Index. The Index is designed to trackthe
performance of the small capitalization segment of the U.S.equity market. For additional information about the Index, see "Equity
Index Descriptions -The Russell Indices" in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Underlying based ontheweekly historical closing values from January
4, 2019 through October 25, 2024.Theclosing value of theFundon October 30, 2024 was $79.71.The closing value of the Index on
October 30, 2024 was2,233.036. We obtained theclosing values above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification.Theclosing values of the Fund above and below may have been adjusted by
Bloombergfor actions taken by the Fund, such as stock splits.
The historical closing values of each Underlyingshouldnot be taken as an indication of future performance, and noassurance can be
given as tothe closing valueof either Underlyingon any Review Date.There can be no assurance that the performance of the
Underlyings will result in the return of any of yourprincipal amount.
PS-9 | Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. Based onthe advice of DavisPolk & WardwellLLP, our special tax counsel, and on current market conditions, in
determining our reporting responsibilities we intend to treat the notesfor U.S. federal income tax purposes as unitseach comprising: (x)
a cash-settled Put Option written by you that is terminated if an automatic call occurs and that, if not terminated, in circumstances
where the payment due at maturityisless than $1,000 (excludingaccrued but unpaid interest), requiresyou to payus an amount equal
to that difference and (y) a Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option,
as more fully described in "Material U.S. Federal Income TaxConsequences- Tax Consequences to U.S. Holders- Notes Treated
as Units Each Comprisinga Put Option and a Deposit" in the accompanying product supplement, and in particular in the subsection
thereof entitled "-Notes witha Term of Morethan One Year." By purchasing the notes, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to follow this treatment and the allocation described in the following
paragraph.However, there are other reasonable treatmentsthat the IRS or a court may adopt, in which case the timing and character
of any income or losson the notescould be materially and adversely affected.In addition,in 2007 Treasuryandthe IRS releaseda
notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments.The
notice focuses ona number of issues, the most relevant of which for investorsin the notesare the character of income orloss
(including whether the Put Premium might becurrently included as ordinary income) and the degree, if any, to which income realizedby
non-U.S. investors should besubject to withholdingtax.While it is not clear whether the notes would be viewed assimilar to the typical
prepaid forward contract described in the notice, it is possible that anyTreasury regulationsor other guidancepromulgated after
consideration of these issuescould materially and adversely affect the tax consequencesof an investment in the notes, possibly with
retroactive effect.
We will determine the portionof each Interest Payment on the notes that we willallocate to interest on the Deposit and to Put Premium,
respectively, and will providethat allocation in the pricingsupplement for the notes.If the notes had priced onOctober 30, 2024, we
would have allocated approximately68.79% of each Interest Payment to interest on the Deposit and the remainder to Put Premium.
The actual allocation that wewill determine for the notes may differ from this hypothetical allocation, and will depend upon a variety of
factors, includingactualmarket conditions and our borrowing costs for debt instruments of comparable maturities on the Pricing Date.
Assuming that the treatment of the notes as unitseach comprising a Put Option and a Deposit is respected, amounts treated as interest
on the Deposit willbe taxed as ordinaryincome, while the Put Premium will not be taken into account prior to sale or settlement,
including a settlement following an automaticcall.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities.Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthescope of Section 871(m) instruments issuedprior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.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
PS-10| Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
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 thepotential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The discussionsabove and inthe accompanyingproduct supplement do not address theconsequences to taxpayerssubject to special
tax accounting rules under Section 451(b) of the Code. You shouldconsult your tax adviser regarding all aspects of the U.S. federal
income taxconsequences of an investment in the notes, including possible alternative treatments and the issues presented bythe 2007
notice. Purchasers who arenot initial purchasers of notesat the issue price should also consult their tax advisers with respect tothe
taxconsequences of an investment inthe notes, including possible alternativetreatments, as well as the allocation of the purchase
price of the notes between the Deposit and the Put Option.
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 the values 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 underlyingtheeconomic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time. The internal funding rate used in the determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
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 includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of the notes is
determined when the termsof the notes are set based on market conditions and other relevant factorsand assumptions existing at that
time.
Theestimated value of the notes doesnot represent future values of thenotes and may differ from others'estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less than theestimated 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 market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated value of the noteswill be lower than the original issue price of the notes because costs associatedwith selling,
structuring and hedging the notes are included in the originalissue price of the notes.These costs include the selling 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 hedging our 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 RiskConsiderations- Risks Relating to the Estimated Value and 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 Pricesof 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 beimpactedbymany
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
PS-11| Structured Investments
Auto Callable Yield Notes Linked to the LesserPerforming oftheiShares®
MSCI EAFEETF and the Russell 2000®Index
JPMS in an amount that will decline to zero over an initial predetermined period.These costs can includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.The lengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearna
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred,as
determined by our affiliates.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period"in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes.See "How the Notes Work"and"Hypothetical Payout Examples" in this pricingsupplement for an illustration of therisk-return
profile of the notes and "The Underlyings"in this pricing supplement for a description of themarket exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notesplusthe 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 the applicable
agent.We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
addendum and the more detailed information contained in the accompanying product 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 writtenmaterialsincluding 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 and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment,legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 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.