JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:34
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricingsupplement is notcompleteandmaybe changed. This preliminary pricing supplementis not an
offer to sell nor does it seek anoffer to buythese securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion dated October 31,2024
November , 2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-Idated April 13, 2023, underlyingsupplement no.1-IdatedApril13,2023, the prospectusand
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Callable Contingent Interest Notes Linked to the Lesser
Performing of the Energy Select Sector SPDR® Fund and the
VanEck® GoldMiners ETF due October 15, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek a Contingent Interest Payment with respect to each Review Date for which
the closing price of one share of each of the Energy Select Sector SPDR®Fund and the VanEck®Gold Miners ETF, which
we refer to as the Funds, is greater than or equal to 70.00% of its Initial Value, which we refer toas an Interest Barrier.
●The notes may be redeemed early, in whole but not in part, at our option onany of the Interest Payment Dates (other than
the first,second and final Interest Payment Dates).
●The earliest dateon which the notes may be redeemed earlyis February 14, 2025.
●Investors should be willing toaccept the riskof losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
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., as guarantor of the notes.
●Payments onthenotes are not linkedto abasket composed of the Funds. Payments on the notes are linked to the
performance of each of the Fundsindividually, as described below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on or about November 11, 2024 and are expected to settle onor about November 14, 2024.
●CUSIP: 48135VER5
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginningon page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary 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 pricingsupplementforinformation about the components of the price to publicof thenotes.
(2) J.P. Morgan SecuritiesLLC, which we referto asJPMS, acting asagentfor JPMorgan Financial,will payallof the sellingcommissionsit
receivesfrom us tootheraffiliated orunaffiliateddealers.In noeventwillthese sellingcommissions exceed$22.25per$1,000 principal
amount note. See "Plan ofDistribution (Conflicts of Interest)"in theaccompanyingproductsupplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$952.30 per $1,000principal amount
note. Theestimatedvalue ofthenotes, whenthe terms of thenotesareset, willbe providedinthepricing supplement and
will not be less than $930.00per $1,000 principal amount note. See "The Estimated Valueof theNotes"inthis pricing
supplement for additional information.
Thenotesare not bankdeposits, are not insured by theFederal Deposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds:TheEnergySelect Sector SPDR®Fund(Bloomberg
ticker: XLE) andthe VanEck® Gold MinersETF (Bloomberg
ticker: GDX) (eacha "Fund" and collectively, the "Funds")
Contingent Interest Payments:
If the noteshave not been previouslyredeemed earlyandthe
closing price of one shareof eachFundonanyReview Dateis
greater than or equal to itsInterest Barrier, youwill receive on
theapplicable Interest Payment Date for each$1,000 principal
amount notea Contingent Interest Payment equalto at least
$8.4583 (equivalent to aContingent Interest Rateof atleast
10.15% per annum, payable at a rateof at least 0.84583% per
month) (tobe provided in the pricing supplement).
If theclosing price of oneshare of either FundonanyReview
DateislessthanitsInterest Barrier, noContingent Interest
Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 10.15% per annum, payable
at a rate of atleast 0.84583% per month(to be provided in the
pricingsupplement)
Interest Barrier/Trigger Value: With respect to eachFund,
70.00% of its Initial Value
Pricing Date:On or about November 11, 2024
Original Issue Date (Settlement Date): On or about November
14, 2024
Review Dates*: December 11, 2024, January 13, 2025,
February 11, 2025, March 11, 2025, April 11, 2025, May 12,
2025, June 11, 2025, July 11, 2025, August 11, 2025,
September 11, 2025, October 13, 2025, November 11, 2025,
December 11, 2025, January12, 2026, February 11, 2026,
March 11, 2026, April13, 2026, May 11, 2026, June 11, 2026,
July 13, 2026, August 11, 2026, September 11, 2026 and
October 12, 2026 (the "final Review Date")
Interest Payment Dates*: December16,2024,January16,
2025,February14,2025,March 14,2025,April 16, 2025, May
15, 2025, June 16, 2025, July16, 2025, August 14, 2025,
September 16, 2025, October 16, 2025, November 14, 2025,
December16,2025,January15, 2026, February17, 2026,
March 16, 2026, April16, 2026, May14, 2026, June16, 2026,
July16, 2026, August14, 2026, September 16, 2026and the
Maturity Date
Maturity Date*: October 15, 2026
* Subjecttopostponement in the event ofamarket disruption event and
asdescribedunder"General Terms ofNotes -Postponement ofa
Determination Date -NotesLinked toMultipleUnderlyings" and
"General TermsofNotes-PostponementofaPaymentDate"inthe
accompanyingproductsupplement
Early Redemption:
We, at our election, may redeem the notesearly, in whole but
not in part, onany of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates) at aprice, for
each $1,000principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intendto redeem
your notes early, we will deliver notice to The DepositoryTrust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemedearly.
Payment at Maturity:
If thenotes have not been redeemed earlyandtheFinal Value
of each Fund isgreater than or equal to its Trigger Value, you
will receivea cash payment atmaturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review
Date.
If thenotes have not been redeemed earlyandtheFinal Value
of either Fund isless than itsTrigger Value, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If thenotes have not been redeemed earlyand the Final Value
of either Fund isless than itsTrigger Value, you will lose more
than 30.00% of your principalamount at maturity and could lose
all of your principal amount at maturity.
Lesser PerformingFund: The Fund with the Lesser
PerformingFund Return
Lesser PerformingFund Return:Thelower of the Fund
Returns of the Funds
Fund Return:
With respect to eachFund,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Fund, the closing price of
one share of that Fund on thePricing Date
Final Value: Withrespect toeachFund, theclosing price of
one share of that Fund on thefinal Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one shareof that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each Fund
is subject to adjustment upon the occurrence of certainevents
affecting that Fund. See "The Underlyings-Funds -Anti-
Dilution Adjustments" in the accompanying product supplement
for further information.
PS-2| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
Supplemental Terms of the Notes
Any value of any underlier, and any values 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 the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payments in Connectionwith the First and Second Review Dates
First and SecondReview Dates
Compare the closingprice of one share of each Fund to its Interest Barrier oneach Review Date.
The closing price of one share of each Fund isgreater
thanor equal to its Interest Barrier.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
The closing price of one share of either Fund is less
than its Interest Barrier.
No Contingent Interest Payment will be made with respect to
theapplicable Review Date.
Proceed to the next Review Date.
Payments in Connectionwith Review Dates (Other than the First, Second and Final Review Dates)
Review Dates (Other than the First,Second and Final Review Dates)
Compare the closingprice of one share of each Fund to its Interest Barrier oneach Review Date until the final Review Date or any
early redemption.
Early Redemption
No Early Redemption
The closing price of one
share of each Fund is
greater thanor equal to
its Interest Barrier.
You will receive (a) $1,000 plus (b)a
Contingent Interest Payment on the
applicable Interest Payment Date.
No further payments will be made on the
notes.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing price of one
share of eitherFund is
less than its Interest
Barrier.
You will receive $1,000 on the applicable
Interest Payment Date.
No further payments will be made on the
notes.
No Contingent Interest Payment will be
made with respect tothe applicable
Review Date.
Proceed to the next Review Date.
PS-3| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Review Dates
Preceding the Final
Review Date
Final Review Date
Payment atMaturity
The notes have not
been redeemed early
prior to the final Review
Date.
The Final Value of each Fund is greater than
or equal to its Trigger Value.
You will receive (a) $1,000 plus (b)the
Contingent Interest Payment applicable
to the final Review Date.
Proceed to maturity
The Final Value of either Fund is less than its
Trigger Value.
You will receive:
$1,000 + ($1,000 × Lesser Performing
Fund Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedon a hypotheticalContingent Interest Rate of 10.15% per annum, depending on how many Contingent Interest Payments
are made prior to early redemption or maturity. Theactual Contingent Interest Rate will beprovided in the pricing supplement and will
be at least 10.15% per annum.
Numberof Contingent
InterestPayments
Total Contingent Interest
Payments
23
$194.5417
22
$186.0833
21
$177.6250
20
$169.1667
19
$160.7083
18
$152.2500
17
$143.7917
16
$135.3333
15
$126.8750
14
$118.4167
13
$109.9583
12
$101.5000
11
$93.0417
10
$84.5833
9
$76.1250
8
$67.6667
7
$59.2083
6
$50.7500
5
$42.2917
4
$33.8333
3
$25.3750
2
$16.9167
1
$8.4583
0
$0.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypotheticalFunds, assuming a range of performancesfor the
hypothetical Lesser Performing Fund on the Review Dates.
The hypothetical payments set forthbelow assume the following:
●thenotes have not been redeemedearly;
●an Initial Value for the Lesser PerformingFund of $100.00;
●an Interest Barrier and a Trigger Value for the Lesser Performing Fund of $70.00 (equal to70.00% of its hypotheticalInitial
Value); and
●a Contingent Interest Rate of 10.15% per annum (payable at a rateof 0.84583% per month).
PS-4| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
The hypothetical Initial Value of theLesser Performing Fund of $100.00 has beenchosenfor illustrative purposes onlyand may not
represent a likely actual Initial Valueof either Fund.
The actual Initial Value of eachFund will betheclosing price of one share of that Fundon the Pricing Date and will beprovided in the
pricingsupplement. For historicaldata regarding the actual closing prices ofone share of each Fund, please see the historical
information set forthunder "The Funds" in thispricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of thenotes. Thenumbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes have NOT been redeemed early and the Final Value of the Lesser Performing Fund is greater
than or equal to its Trigger Value.
Date
Closing Priceof One
Share of Lesser
PerformingFund
Payment (per $1,000 principalamount note)
First Review Date
$95.00
$8.4583
Second Review Date
$85.00
$8.4583
Third through Twenty-
Second Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,008.4583
TotalPayment
$1,025.375 (2.5375% return)
Because the notes have not been redeemedearly and the Final Valueof the Lesser Performing Fund is greater thanor equaltoits
Trigger Value, the payment at maturity, for each $1,000 principalamount note, will be $1,008.4583 (or $1,000plusthe Contingent
Interest Payment applicable to the final Review Date). Whenadded to the Contingent Interest Paymentsreceived with respect to the
prior Review Dates, the total amount paid, for each$1,000 principal amount note, is$1,025.375.
Example 2 - Notes have NOT been redeemed early and the Final Value of the Lesser Performing Fund is less
than its Trigger Value.
Date
Closing Priceof One
Share of Lesser
PerformingFund
Payment (per $1,000 principalamount note)
First Review Date
$45.00
$0
Second Review Date
$65.00
$0
Third through Twenty-
Second Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been redeemedearly, the Final Valueof the Lesser Performing Fund is lessthan its Trigger Value andthe
Lesser PerformingFund Returnis-60.00%, the payment at maturity willbe $400.00 per $1,000 principal amount note, calculatedas
follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
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 would likely be lower.
Selected Risk Considerations
An investment in the notesinvolvessignificantrisks. These risks are explained inmore detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes do not guarantee any return of principal. If the notes have not been redeemed earlyand the Final Value of either Fund is
less than its Trigger Value, you willlose 1% of theprincipal amount of your notes for every 1% that the Final Value of theLesser
PerformingFund is less than its Initial Value. Accordingly, under these circumstances, youwill lose more than 30.00% of your
principal amount at maturity and could lose allof your principal amount at maturity.
PS-5| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-
If thenotes have not been redeemed early, we will make a Contingent Interest Payment with respect toa Review Date only if the
closing price of one shareof each Fund on that Review Date is greaterthan or equal to its Interest Barrier. If the closing priceof
one share of either Fund on that Review Date is less than itsInterest Barrier, no Contingent Interest Payment willbe made with
respect to that Review Date. Accordingly, if the closing priceof one share of either Fund on each Review Date is lessthan its
Interest Barrier, you will not receive anyinterest paymentsover the term of the notes.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capitalcontribution 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 dependentupon 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 to us 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 passuwith 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 ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of either Fund, whichmay be significant. You will not participate in any appreciation of either Fund.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with the notes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible that hedging or trading
activities of ours or our affiliates inconnection 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.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF -
The non-U.S. equitysecurities held bythe VanEck® Gold Miners ETF have been issued by non-U.S. companies. Investments in
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with the home countries and/or the
securities markets in the home countries of the issuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publiclyavailable information about companies in some of these jurisdictions
than there isabout U.S. companies that are subject to the reporting requirements of the SEC.
●THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE VANECK® GOLD MINERS ETF-
Because the pricesof the non-U.S. equitysecurities held by the VanEck® GoldMiners ETFare converted into U.S. dollars for
purposes of calculating the net asset value of the VanEck® Gold Miners ETF, holders of the notes will be exposed to currency
exchange rate risk with respect to each of the currencies in which the non-U.S. equity securitiesheld by the VanEck®Gold Miners
ETF trade. Your net exposure will depend on the extent to which those currencies strengthen or weaken against the U.S. dollar
and the relative weight of equity securities held by the VanEck® Gold Miners ETF denominated in each of thosecurrencies. If,
taking into account the relevant weighting, the U.S. dollar strengthensagainst those currencies, the price of the VanEck® Gold
Miners ETF will be adverselyaffected and anypayment on the notesmay be reduced.
●RISKS ASSOCIATED WITH THE ENERGY SECTOR WITH RESPECT TO THE ENERGY SELECT SECTOR SPDR® FUND -
All or substantially all of the equitysecurities held by the Energy Select Sector SPDR® Fund are issued bycompanies whose
primary line of businessisdirectly associated with the energy sector. As a result, the valueof thenotes may be subject togreater
volatilityand bemoreadversely affected by asingle economic, political or regulatory occurrence affecting this sector thana
different investment linked to securities of a more broadlydiversified group of issuers. Issuers in energy-related industriescan be
significantlyaffected by fluctuations in energypricesandsupply and demandof energy fuels. Markets for variousenergy-related
commodities can have significant volatility and are subject to control or manipulation bylarge producersor purchasers. Companies
in the energysector may need to make substantial expenditures, and to incur significant amounts of debt, in order tomaintain or
expand their reserves. Oil andgasexplorationandproduction can besignificantly affectedby natural disasters as well as changes
in exchange rates, interest rates, government regulation, world events and economic conditions. These companiesmaybe at risk
for environmental damage claims. These factorscould affect the energy sector and could affect the value of the equity securities
heldby the Energy Select Sector SPDR® Fund and the priceof the Energy Select Sector SPDR® Fund during the term of the
notes, whichmay adversely affect the value of your notes.
PS-6| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
●RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK®GOLD
MINERS ETF -
All or substantially allof the equitysecurities held by the VanEck®Gold Miners ETF areissued by companies whose primary line of
business is directly associated with the gold and/or silver mining industries. As a result,thevalue of the notesmaybesubject to
greater volatility and be moreadversely affected bya singleeconomic, political or regulatory occurrence affecting these industries
than a different investment linked to securities of a more broadlydiversified group of issuers. Investments related to gold and silver
are considered speculative and are affected bya variety of factors. Competitive pressures mayhave a significant effect on the
financial condition of gold andsilver mining companies. Also, gold and silver mining companies arehighly dependent on the price
of gold and silver bullion, respectively, but may also be adversely affected by avariety of worldwide economic, financial and
political factors. The price of gold and silver may fluctuatesubstantially over short periodsof time, so the Fund's share price may
be more volatile than other types of investments. Fluctuationin the prices of gold and silver maybe due to a number of factors,
includingchanges ininflation, changes in currency exchange rates and changesin industrial and commercial demandfor metals
(including fabricator demand). Additionally, increased environmental or labor costs maydepressthe value of metal investments.
These factors could affect the goldandsilver mining industries and could affect the valueof the equitysecurities held by the
VanEck® Gold Miners ETF and theprice of the VanEck®Gold Miners ETF during the termof the notes, which may adversely affect
the value of your notes.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND -
Payments onthenotes are not linkedto abasket composed of the Funds and are contingent upon the performance of each
individualFund. Poor performance byeither of theFunds over the term of the notes may negatively affect whether you will receive
a Contingent Interest Payment on any Interest Payment Date andyour payment at maturityand will not be offset or mitigated by
positive performance by the other Fund.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE -
If theFinal Valueof either Fund isless than its Trigger Value and the notes have not been redeemed early, the benefit provided by
the Trigger Value will terminate andyou will befully exposed to any depreciation of theLesser Performing Fund.
●THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notesmaybe reduced to as short as approximatelythree months and you
will not receive any Contingent Interest Payments after the applicable Interest Payment Date. There is no guarantee that you would
be able to reinvest the proceeds from an investment in the notesat a comparable return and/or with acomparableinterest rate for
a similar level of risk. Evenin cases where we elect to redeem your notes before maturity, you are not entitled to any fees and
commissions described onthe front cover of this pricingsupplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON EITHER FUND OR THE SECURITIES HELD BY EITHER FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE FUNDS OR THOSE SECURITIES.
●THERE ARE RISKS ASSOCIATED WITH THE FUNDS -
The Funds are subject tomanagement risk, whichis the risk that the investment strategiesof the applicable Fund's investment
adviser, the implementation ofwhichissubject to a number of constraints, maynot produce the intended results. These constraints
could adversely affect the market prices of the shares of theFunds and, consequently, thevalue of the notes.
●THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
Each Funddoes not fully replicateits Underlying Index (as defined under "The Funds" below) andmayhold securities different
from those included inits Underlying Index. In addition, the performance of each Fund will reflect additional transaction costsand
feesthat are not included in the calculation of its Underlying Index. Allof these factors maylead to a lack of correlation between
the performance of each Fund andits Underlying Index. In addition, corporate actions withrespect to the equity securities
underlying a Fund (suchasmergers and spin-offs) may impact the variance between the performancesof that Fund and its
Underlying Index. Finally, because the sharesof each Fund are traded on asecurities exchange and are subject tomarket supply
and investor demand, the market value of one share of each Fundmay differ fromthenet asset value per share of that Fund.
During periodsof market volatility, securities underlying each Fund may be unavailable in the secondary market, market
participants may be unable to calculate accuratelythenet asset value per shareof that Fund and the liquidityof that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem sharesof a
Fund. Further, market volatility may adversely affect, sometimesmaterially, the prices at which market participants are willing to
buyandsell shares of a Fund. As a result, under these circumstances, the market value ofshares of a Fund may vary substantially
from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may not correlate
with the performance of its UnderlyingIndex as well as the net asset value per share of that Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
●THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for each Fundfor certain events affecting the shares
of that Fund. However, thecalculation agent will not make an adjustment inresponse to all events that could affect the sharesof
the Funds. If an event occurs that doesnot require the calculation agent to make an adjustment, the value of the notesmay be
materially andadverselyaffected.
●THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
●LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which youmaybe able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-termtradinginstruments. Accordingly, you should be able and willing to hold your notes to maturity.
PS-7| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
●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
Contingent Interest Rate.
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costsinclude 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 Valueof the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the 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, whichmay
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 Valueofthe 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 notes will 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 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 on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices 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 tobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the original issueprice. 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 during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedging profits, if any, estimatedhedging
costs and the prices of one share of the Funds. Additionally, independent pricingvendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected oncustomer account statements.Thisprice may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing topurchase your notes in the secondary market. See "Risk
Factors - Risks Relating to the Estimated Valueand SecondaryMarket Prices of the Notes- Secondarymarket pricesof the
notes will beimpactedbymany economic and market factors" in the accompanying product supplement.
The Funds
The Energy Select Sector SPDR® Fund is an exchange-traded fund of the Select Sector SPDR® Trust,a registered investment
company, that seeks to provide investment results that, before expenses,correspond generally to the price and yield performanceof
publicly traded equity securities of companies in the EnergySelect Sector Index, which werefer to asthe Underlying Index with respect
to the Energy Select Sector SPDR® Fund. The Energy Select Sector Index is acapped modified market capitalization-based indexthat
measures the performance of the GICS® energysector of the S&P 500®Index, which currentlyincludescompanies in thefollowing
industries: oil, gas & consumable fuels; and energy equipment & services. For additional information about the Energy Select Sector
SPDR®Fund, see "Fund Descriptions - The Select SectorSPDR®Funds" intheaccompanying underlying supplement.
The VanEck®GoldMiners ETF isan exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closelyaspossible, before feesandexpenses, the price and yieldperformance of the NYSE Arca Gold Miners Index, which
we refer to as the Underlying Index with respect to the VanEck® Gold Miners ETF. The NYSE Arca Gold Miners Index isa modified
market capitalization weighted indexcomposed of publicly tradedcompanies involved primarily in the mining of goldor silver. For
additional information about the VanEck®GoldMiners ETF, see "Fund Descriptions- The VanEck®ETFs" in the accompanying
underlyingsupplement.
Historical Information
The following graphs set forth the historical performance of each Fundbasedon the weekly historicalclosing prices fromJanuary 4,
2019 through October 25, 2024. The closing price of one share of the Energy Select SectorSPDR®Fund on October 30, 2024 was
$88.04. The closing price of one share of the VanEck®Gold Miners ETF on October 30, 2024 was $41.51. We obtained the closing
PS-8| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
prices above and below from the Bloomberg Professional®service ("Bloomberg"), without independent verification. The closing prices
above and below mayhave been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of oneshare of each Fundshould not be taken as an indication of future performance, andno assurance
canbe given as totheclosing price of one share of either Fund on the Pricing Date or anyReview Date. Therecan beno assurance
that the performance of the Funds will result in the return of any of your principal amount or the payment of anyinterest.
Historical Performance of theEnergy Select Sector SPDR®Fund
Source: Bloomberg
Historical Performance of the VanEck® Gold Miners ETF
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanyingproduct
supplement no. 4-I. In determiningour reporting responsibilities we intend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-TaxConsequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on the notes
could be materially affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in theseinstrumentsto accrue income over the term of their investment. It also asks for commentson a number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors such as the nature of the
PS-9| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of theseissues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income taxconsequencesof an investment in the notes, including
possible alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders - Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at
least if an applicable Form W-8 isprovided), it is expected that withholding agents will (andwe, if we are the withholding agent, intend
to) withhold onany Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicable incometax treaty under an "other income" or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claiman exemptionfrom, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for suchan exemptionor
reduction under an applicable tax treaty. Ifyou are aNon-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
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"). Basedon certain determinations made byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with this
determination. Section 871(m) iscomplex and its application maydependon 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 pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
In theevent of any withholding on the notes, we will not be required to payany additional amounts with respect to amounts so withheld.
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 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 secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalueof the notesmaydiffer from the market-impliedfunding
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 the funding value of the notesas well as the higher issuance, operational
and ongoing liabilitymanagement costs of thenotesin comparison tothose costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which may prove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations- The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
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 inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptionsexisting at that time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, 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 secondary market transactions.
PS-10| StructuredInvestments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
The estimated valueof 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 costsinclude the selling commissionspaid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming risks
inherent in hedging our obligations under the notesandtheestimated cost of hedging our obligationsunder thenotes. 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 portion of 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- The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to
Public) of the Notes" in this pricing supplement.
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 thecosts
includedin the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notesby
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 structureddebt issuances. Thisinitial predetermined time period is intended to be the shorter of sixmonthsandone-half of the
stated term of thenotes. Thelengthof any such 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-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 theNotes 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-returnprofile and market exposure provided by the
notes. See "How the NotesWork" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Funds" in this pricing supplement for a description of the market exposure provided by the notes.
The originalissue price of the notes is equal to the estimated value of the notes plus the selling commissions paid toJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
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 rejectanyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and youwill be asked to accept 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 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 accompanying prospectus
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 supersedesall
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 shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-11| StructuredInvestments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
Energy SelectSectorSPDR®Fund and the VanEck®Gold Miners ETF
You mayaccessthese documentson theSEC websiteat www.sec.govasfollows (or if such address haschanged,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, orCIK, ontheSEC website is1665650,and JPMorgan Chase & Co.'s CIK is19617. As usedin thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.