JPMorgan Chase & Co.
10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:22
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion dated October 29,2024
October , 2024RegistrationStatement Nos. 333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-IdatedApril 13,2023, underlying supplement no. 1-I dated April 13,2023,
the prospectus andprospectus supplement, each dated April13, 2023, and theprospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Review NotesLinked to theLeast Performing of the
S&P 500® Index, theRussell 2000® Index and the
Nasdaq-100 Index®due November 1, 2029
Fully and UnconditionallyGuaranteedbyJPMorgan Chase& Co.
•The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on any Review Date, the
closing level of each of theS&P 500® Index, the Russell2000®Index and the Nasdaq-100 Index®, which we refer to as
theIndices,is at or above its CallValue.
•The earliest dateon which an automatic call may be initiated is November 4, 2025.
•Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losingsome or all
of their principal amount at maturity.
•The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments on the notes are not linkedto abasket composedof theIndices. Payments on the notesare linked to the
performance of each of the Indices individually, as describedbelow.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes areexpected to price on or about October 30, 2024 (the "Pricing Date") and are expected tosettleon or
about November 4,2024. TheStrike Value of each Index has been determined by reference to the closing level of
that Index on October 28, 2024 and not by reference to the closing level of that Index on the Pricing Date.
•CUSIP: 48135UX88
Investing in the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of theaccompanying product supplement and"Selected Risk Considerations" beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor anystate securities commission has approved or disapproved
of thenotes or passed upon the accuracyor the adequacy of this pricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement, prospectusandprospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds"in this pricing supplementfor information about thecomponents of theprice to publicof the
notes.
(2) J.P.Morgan Securities LLC, which we refer toasJPMS,acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us toother affiliatedor unaffiliateddealers. Innoevent willtheseselling commissions exceed $2.00per
$1,000 principal amountnote. See "Planof Distribution (ConflictsofInterest)" in theaccompanying productsupplement.
If the notes priced today, the estimated value of the noteswould be approximately $974.40per $1,000 principal amount
note. The estimated valueof the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $960.00 per $1,000 principal amount note. See"The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The S&P 500® Index (Bloombergticker:SPX), the
Russell2000® Index (Bloomberg ticker:RTY) and the Nasdaq-100
Index® (Bloomberg ticker: NDX)
Call Premium Amount: TheCall Premium Amount withrespect
to each Review Date isset forth below:
•first Review Date:at least 13.25% × $1,000
•second Review Date: at least 26.50% × $1,000
•thirdReview Date:at least 39.75% × $1,000
•fourth Review Date: at least 53.00% × $1,000
•final Review Date: at least 66.25% × $1,000
(in eachcase, to be provided in thepricing supplement)
Call Value: With respect to each Index, 100.00% of itsStrike
Value
Barrier Amount: With respect toeach Index, 70.00% of its Strike
Value, which is 4,076.464 for the S&P 500® Index, 1,570.8476 for
the Russell 2000® Indexand 14,245.749 for the Nasdaq-100
Index®
Strike Date:Onor about October 28, 2024
Pricing Date:On or aboutOctober 30, 2024
Original Issue Date (Settlement Date): Onor about November
4, 2024
Review Dates*: November 4, 2025, October 28, 2026, October
28, 2027, October 30, 2028 and October 29, 2029(final Review
Date)
Call Settlement Dates*: November 7, 2025, November 2, 2026,
November 2, 2027, November 2, 2028and the Maturity Date
Maturity Date*:November 1,2029
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date - Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying product
supplement
Automatic Call:
If theclosing level ofeach Indexon any Review Date is greater
than or equal to its Call Value, the notes will be automatically called
for acash payment, for each $1,000 principal amount note, equal
to (a) $1,000 plus (b) the Call Premium Amount applicable to that
Review Date, payable on the applicable Call Settlement Date. No
further payments will bemade on the notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final Value
of each Index is greater thanor equal to its Barrier Amount, you will
receivetheprincipal amount of your notes at maturity.
If thenotes have not been automatically called and the Final Value
of any Index is less than its Barrier Amount,your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Least Performing Index Return)
If thenotes have not been automatically called and the Final Value
of any Index is less than its Barrier Amount, you will lose more than
30.00% of your principalamount at maturity and could lose all of
your principal amount at maturity.
Least Performing Index:The Index with the Least Performing
IndexReturn
Least Performing Index Return:Thelowest of theIndex Returns
of theIndices
Index Return: With respect toeach Index,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect to each Index, the closing level of that
Index on the Strike Date, which was5,823.52for the S&P 500®
Index, 2,244.068for the Russell 2000® Indexand 20,351.07for the
Nasdaq-100 Index®.The Strike Value of each Index is not the
closing level of that Index on the Pricing Date.
Final Value: With respect toeach Index, the closing level of that
Indexon the final Review Date
PS-2 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
Supplemental Terms of the Notes
Any values of the Indices, 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 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
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
PS-3 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
Call Premium Amount
The tablebelow illustrates the hypothetical Call Premium Amount per $1,000 principal amount notefor each Review Datebased on the
minimum Call Premium Amountsset forth under "Key Terms -Call Premium Amount" above.The actual Call PremiumAmountswill
be provided in the pricingsupplement and willnot belessthanthe minimumCall PremiumAmountsset forthunder "KeyTerms - Call
Premium Amount."
Review Date
Call Premium Amount
First
$132.50
Second
$265.00
Third
$397.50
Fourth
$530.00
Final
$662.50
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked tothree hypothetical Indices, assuminga range of performances for the
hypotheticalLeast Performing Index on the Review Dates. Each hypothetical payment set forth belowassumes that theclosing
levelof each Index that is not theLeast Performing Index on each Review Date is greater than or equal to itsCall Value(and
therefore itsBarrier Amount).
In addition, the hypothetical paymentsset forth below assumethe following:
•a Strike Value for the LeastPerformingIndex of 100.00;
•a Call Value for the Least Performing Index of 100.00 (equal to 100.00% of itshypothetical Strike Value);
•a Barrier Amount for the Least Performing Index of 70.00 (equal to 70.00%of its hypothetical Strike Value); and
•the Call Premium Amounts are equal to the minimum Call Premium Amountsset forthunder "Key Terms - Call Premium
Amount" above.
The hypotheticalStrike Value of the Least Performing Indexof 100.00has been chosen for illustrative purposesonly anddoes not
represent the actual Strike Value of any Index. The actual Strike Value of each Indexistheclosing level of thatIndex on theStrike
Date and is specified under "Key Terms -Strike Value" in this pricingsupplement. For historical data regardingtheactualclosing
levelsof each Index, pleasesee the historical information set forthunder "TheIndices" 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. The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 - Notes are automatically called on the first Review Date.
Date
Closing Level of Least
PerformingIndex
First Review Date
105.00
Notesare automaticallycalled
Total Payment
$1,132.50(13.25% return)
Because the closing level of eachIndex on the first Review Date is greater than or equal to its Call Value, the notes willbe
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,132.50 (or $1,000plus the Call Premium Amount
applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on thenotes.
PS-4 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
Example 2 - Notes are automatically called on thefinal Review Date.
Date
Closing Level of Least
PerformingIndex
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
75.00
Notes NOT automaticallycalled
Third through Fourth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
180.00
Notesare automaticallycalled
TotalPayment
$1,662.50(66.25% return)
Because the closing level of eachIndex on thefinal Review Date is greater than or equal to its Call Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,662.50 (or $1,000plus the Call Premium Amount
applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
Example 3 - Notes have NOT been automatically called and the Final Value of the Least Performing Index is greater than or
equal toits Barrier Amount.
Date
Closing Level of Least
PerformingIndex
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
75.00
Notes NOT automaticallycalled
Third through Fourth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
70.00
Notes NOT automaticallycalled; Final Value of Least Performing
Indexis greater thanor equalto Barrier Amount
Total Payment
$1,000.00(0.00% return)
Because the noteshave not been automatically called and the Final Valueof the Least PerformingIndexis greater thanor equal toits
Barrier Amount, the payment at maturity, for each $1,000 principal amount note, willbe $1,000.00.
Example4- Notes have NOT been automatically called andtheFinal Value of the Least Performing Index is less than its
Barrier Amount.
Date
Closing Level of Least
PerformingIndex
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
70.00
Notes NOT automaticallycalled
Third through Fourth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
40.00
Notes NOT automaticallycalled; Final Value of Least Performing
Indexis lessthanBarrier Amount
Total Payment
$400.00 (-60.00% return)
Because the noteshave not been automatically called, the Final Value of theLeast PerformingIndexisless than its Barrier Amount
and the Least PerformingIndexReturn is -60.00%, the payment at maturity will be $400.00per $1,000 principal amount note,
calculatedasfollows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
PS-5 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would be associated 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 supplement and 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 ofany
Indexis lessthan itsBarrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least PerformingIndex is less than its Strike Value. Accordingly, under these circumstances, you willlosemore than 30.00% of
your principal amount at maturity and could lose all of 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 bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were todefault on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomakepayments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments tous and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith 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 ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Index, which may be significant. You will not participate in any appreciation of anyIndex.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthe notes are not linkedto abasket composed of theIndices and are contingent upon the performance of each
individual Index. Poor performance by any of theIndicesover the termof the notesmay result in the notesnot being automatically
called on a Review Date, may negatively affect your payment at maturity and willnot be offset or mitigated by positive performance
byanyother Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEASTPERFORMING INDEX.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE-
If the Final Valueof any Indexis lessthan its Barrier Amountand the notes have not been automatically called, the benefit
providedbythe Barrier Amount will terminate and you will be fully exposedto any depreciation of theLeast Performing Index.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notesare automatically called, the termof the notes may be reduced to asshort asapproximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk.Even in cases where the notesare calledbefore maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
PS-6 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANYINDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy the notes.You may notbe able to sellyour notes.The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on theminimums for theestimated value of thenotes and the
Call Premium Amounts.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomicinterests are potentially adverse toyour interests as an investor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest"in the accompanyingproduct
supplement.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated valueof the notes is only an estimate determined by reference toseveral factors. The original issue price of the
notes will exceed the estimated valueof the notesbecausecosts associated with selling,structuringandhedging the notes are
included in the original issue price of thenotes. Thesecosts include theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Value of the Notes"in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE-
The internal funding rate used in the determinationof the estimated value of the notes maydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates'view of thefunding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixedincome
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.Theuse of an
internal funding rateand anypotentialchanges tothatratemayhavean 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 to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additionalinformation relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
PS-7 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
•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 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
theMaturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and thelevelsof the Indices. Additionally, independent pricingvendors and/or thirdparty broker-dealers may publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes-Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to theIndices
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in takinganycorporate action that might affect
the level of the S&P 500® Index.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® 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.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Some of the equity securities included in the Nasdaq-100 Index® have been issued by non-U.S. companies.Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with the home countries of theissuersof
those non-U.S. equity securities.
PS-8 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
The Indices
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlying supplement.
The Russell 2000® Indexconsistsof the middle 2,000 companies included in the Russell3000E™ Index and, asa result of the index
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket.For additional information about the
Russell2000®Index, see "Equity Index Descriptions -The Russell Indices" in the accompanying underlying supplement.
TheNasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about the Nasdaq-100 Index®, see "Equity Index
Descriptions-The Nasdaq-100 Index®" inthe accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels fromJanuary4,
2019 through October 25,2024. The closinglevelof theS&P 500® Index on October 28, 2024was5,823.52. Theclosing level of the
Russell2000® Indexon October 28, 2024 was2,244.068.The closing level of the Nasdaq-100 Index® on October 28, 2024 was
20,351.07.Weobtained the closing levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Index should not be taken asan indication of future performance, and noassurance can be given
as totheclosing level of any Indexon any Review Date.Therecan be noassurance that the performance of the Indices will result in
the return of any of your principal amount.
PS-9 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in theaccompanying product
supplement no. 4-I. The following discussion, when read in combination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal incometax consequences of owning and disposing of notes.
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. FederalIncome Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement.Assuming this treatment is respected, the gain or loss on your notes should be treated aslong-
termcapitalgain or loss if youhold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or acourt may not respect this treatment, in which case the timing andcharacter of any income or loss on the
notes could be materiallyandadversely affected. Inaddition, in 2007Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment of "prepaidforwardcontracts" and similar instruments.Thenotice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including anymandated
accruals) realizedbynon-U.S. investors shouldbe subject to withholding tax; and whether these instruments are or should besubject
PS-10 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
to the"constructive ownership" regime, which very generallycan operate to recharacterizecertain long-termcapital gainas ordinary
income and impose a notional interest charge. While the notice requestscomments onappropriate transition rulesand effective dates,
any Treasury regulations or other guidancepromulgated after consideration of theseissues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. Youshould consult your taxadviser regarding the
U.S. federal incometax consequences of an investment in the notes, including possible alternative treatments and the issuespresented
by this notice.
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 issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is notbinding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
TheEstimated 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 withthesame maturityas the notes,valued using the internal funding
rate described below, and (2) the derivative or derivativesunderlyingthe economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybebased 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 notesin comparisonto those costs for the conventional fixedincome
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 thenotes. 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-TheEstimated Value of the Notes Is Derived byReference to an Internal Funding Rate" in this
pricingsupplement.
The value of the derivative or derivativesunderlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These models are dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimatedvalue of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
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.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs include the sellingcommissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss. A portionof the profits, if any, realized in hedging our obligations under the
PS-11 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations - Risks Relating to the Estimated Valueand SecondaryMarket Prices of theNotes-The
Estimated Value of the NotesWill Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricingsupplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes- Secondary market prices of the notes will be impacted by many
economic and market factors"in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances. This initial predetermined time period is intended to be theshorter of sixmonths and one-half of the
stated term of thenotes. The lengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit in connection withour hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a LimitedTime Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work"and "Hypothetical Payout Examples" in thispricingsupplement foran illustration of the risk-return
profile of the notes and "The Indices" in this pricing supplement for a description of the market exposure provided by thenotes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the sellingcommissions 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 revokeyour offer topurchase the notes at any time prior to the time at which weaccept such offer by notifying the applicable
agent. We reservetheright to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept suchchanges in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer topurchase.
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
addendumand 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 written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures or other educational materialsof
ours. Youshould 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 accompanyingprospectusaddendum, 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 documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement andprospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
PS-12 | Structured Investments
Review NotesLinked to the LeastPerforming of theS&P 500®Index, the
Russell 2000®Indexand theNasdaq-100Index®
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.