JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 13:43
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminarypricing supplement is not an
offer to sell nor does it seek anoffer to buy these securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 28,2024
October , 2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to productsupplement no.4-IdatedApril 13, 2023, the prospectus andprospectus supplement, each dated April 13, 2023, and
the prospectus addendumdatedJune 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Class A Common Stock of Alphabet Inc., the
Common Stock of Amazon.com, Inc. and the Common Stock of
Apple Inc. due November 2, 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 Reference Stocks is greater than or equal to 58.20% of its Strike Value, which
we refer to as anInterest Barrier.
●If theclosing price of one share of each Reference Stockisgreater than or equal to its Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, anypreviously unpaid
Contingent Interest Paymentsfor prior Review Dates.
●The notes will beautomatically called if the closing price of one share of each Reference Stockon any Review Date (other
than the first and final Review Dates) isgreater than or equal to its Strike Value.
●The earliest dateon which an automatic call may be initiated is April 28, 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 Reference Stocks. Payments on the notes are linked to
the performance of each of the Reference Stocksindividually, as described below.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes are expected to price on or about October 29, 2024 (the "Pricing Date") and areexpected to settle on or about
November 1, 2024. The Strike Value of each Reference Stock has been determined by reference to the closing price
of one share of that Reference Stock on October 28, 2024 and not by reference to the closing price of one share of
that Reference Stock on the Pricing Date.
●CUSIP:48135UW97
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" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-5 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,
prospectussupplement, prospectus and prospectus addendum. 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 of Proceeds" in this pricingsupplementforinformation about thecomponents of theprice to publicof thenotes.
(2) J.P. Morgan SecuritiesLLC, which we referto asJPMS, actingasagentfor JPMorganFinancial, will payallof the selling commissions it
receivesfrom us tootheraffiliated orunaffiliateddealers.In noeventwillthese sellingcommissions exceed$15.00 per$1,000 principal
amount note. See "Plan ofDistribution (Conflicts of Interest)"in theaccompanyingproductsupplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$957.80 per $1,000principal amount
note. Theestimatedvalue ofthe notes, whenthe terms of thenotes areset, willbe providedinthe pricing supplement and
will not beless than $930.00 per $1,000 principal amount note. See "The Estimated Valueof theNotes" in thispricing
supplement for additional information.
Thenotesarenot bankdeposits, are not insured bythe Federal Deposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks:Asspecified under "Key Terms Relating to
the Reference Stocks" in thispricing supplement
Contingent Interest Payments:
If thenotes have not been automatically called and the closing
price of oneshare of each Reference Stockon any Review
Date is greater than or equal to its Interest Barrier, you will
receiveon the applicableInterest Payment Date for each
$1,000 principal amount notea Contingent Interest Payment
equal to at least $22.50 (equivalent to a Contingent Interest
Rate of at least 9.00% per annum, payable at a rate of at least
2.25%per quarter) (tobe provided in the pricing supplement),
plusany previously unpaid Contingent Interest Paymentsfor
anyprior Review Dates.
If the Contingent Interest Payment isnot paid onany Interest
Payment Date, that unpaid Contingent Interest Payment will be
paidon a later Interest Payment Date if the closing price of one
share of each Reference Stock on theReview Date related to
that later Interest Payment Date isgreater than or equal to its
Interest Barrier. You will not receive any unpaid Contingent
Interest Payments if theclosing price of one share of any
Reference Stock oneach subsequent Review Dateis lessthan
its Interest Barrier.
Contingent Interest Rate: Atleast 9.00% per annum, payable
at a rate of at least 2.25% per quarter (to be providedin the
pricingsupplement)
Interest Barrier/Trigger Value: With respect to each
Reference Stock, 58.20%of its Strike Value, as specified under
"Key Terms Relating to the Reference Stocks" in this pricing
supplement
Strike Date:October 28, 2024
Pricing Date: On or about October 29, 2024
Original Issue Date (Settlement Date): On or about November
1, 2024
Review Dates*:January 28, 2025, April28, 2025, July28,
2025, October 28, 2025, January 28, 2026, April 28, 2026, July
28, 2026 and October 28, 2026 (final Review Date)
Interest Payment Dates*:January 31, 2025, May 1, 2025, July
31, 2025, October 31, 2025, February 2, 2026, May 1, 2026,
July 31, 2026 and the Maturity Date
Maturity Date*: November 2,2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date (other than the first and final Review Dates),
the first Interest Payment Date immediately followingthat
Review Date
* Subjectto postponement in theevent ofa market disruption eventand
as described under "General Terms of Notes-Postponement ofa
Determination Date -NotesLinked to Multiple Underlyings" and
"General TermsofNotes-Postponement ofa PaymentDate"inthe
accompanyingproductsupplement
Automatic Call:
If theclosing price of one share of each Reference Stockon
any Review Date (other than the first and final Review Dates) is
greater than or equal to its Strike Value, the notes will be
automaticallycalled for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to that Review Date
plus(c) anypreviously unpaid Contingent Interest Paymentsfor
anyprior Review Dates, payableon theapplicable Call
Settlement Date. No further payments willbe made onthe
notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueof each Reference Stock is greater thanor equalto its
Trigger Value, you willreceive a cash payment at maturity, for
each $1,000principal amount note, equal to (a) $1,000 plus(b)
the Contingent Interest Payment applicable to the final Review
Date plus (c) any previously unpaid Contingent Interest
Payments for any prior Review Dates.
If thenotes have not been automatically called and the Final
Valueof any Reference Stockis less than its Trigger Value,
your payment at maturity per $1,000principal amount note will
be calculated as follows:
$1,000 + ($1,000 × Least Performing Stock Return)
If thenotes have not been automatically called and the Final
Valueof any Reference Stockis less than its Trigger Value, you
will lose more than 41.80% of your principal amount at maturity
and could lose all of your principal amount at maturity.
Least Performing Reference Stock:The Reference Stock
with the Least Performing Stock Return
Least Performing Stock Return:Thelowest of the Stock
Returns of the Reference Stocks
Stock Return:With respect to each Reference Stock,
(Final Value - StrikeValue)
Strike Value
Strike Value: With respect to each Reference Stock, the
closing price of one shareof that Reference Stockon the Strike
Date, as specified under "KeyTerms Relating to the Reference
Stocks" in this pricing supplement. The Strike Value of each
Reference Stockis not the closing price of oneshare of
that Reference Stock on the Pricing Date.
Final Value:With respect to each Reference Stock, the closing
price of oneshare of that Reference Stock on the final Review
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stockand is set
equal to 1.0 on the Strike Date. The Stock Adjustment Factor of
each Reference Stock issubject toadjustment upon the
occurrence of certain corporate events affecting that Reference
Stock. See "The Underlyings - Reference Stocks- Anti-
Dilution Adjustments" and "The Underlyings -Reference
Stocks -Reorganization Events" in the accompanyingproduct
supplement for further information.
PS-2| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg
Ticker Symbol
Strike Value
Interest Barrier
/ Trigger Value
Class A common stockof Alphabet Inc., par value $0.001 per share
GOOGL
$166.72
$97.031
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
$188.39
$109.643
Common stock of Apple Inc., par value $0.00001 per share
AAPL
$233.40
$135.8388
Supplemental Terms of the Notes
Any value of anyunderlier, 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 indenturegoverning the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment in Connection with the First Review Date
First Review Date
Compare the closing price of one share of each Reference Stock to its Interest Barrier on the first Review Date.
The closing price of one share of each Reference Stock
is greaterthan orequal 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 any Reference Stock
is less thanits 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 and Final Review Dates)
Review Dates (Other than the FirstandFinal Review Dates)
Strike
Value
Compare the closingprice of one share of each Reference Stock to its Strike Value and the Interest Barrier oneach
Review Date until the final Review Date or any earlier automatic call.
The closing price of
one share of each
Reference Stock is
greater thanor
equal to its Strike
Value.
AutomaticCall
The notes will be automatically called on the applicable Call Settlement Date, and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review
Dateplus (c) any previously unpaid Contingent Interest Payments forany prior Review
Dates.
No further payments will be made on the notes.
The closing price of
one share of any
Reference Stock is
less than its Strike
Value.
No
Automatic
Call
The closingprice of one
share of each Reference
Stock is greater than or
equal to its Interest
Barrier.
You will receive (a) a Contingent Interest
Payment on the applicable Interest
Payment Date plus(b) any previously
unpaid Contingent Interest Payments for
any prior Review Dates.
Proceed to the next Review Date.
The closingprice of one
share of any Reference
Stock is less than its
Interest Barrier.
No Contingent Interest Payment will be
made withrespect to theapplicable
Review Date.
Proceed to the next Review Date.
PS-3| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Payment atMaturity
The notes are not
automatically called.
The Final Value of eachReference Stock is
greater thanor equal to its Trigger Value.
You will receive (a) $1,000plus (b) the
Contingent Interest Payment applicable
to the final Review Dateplus (c) any
previously unpaid Contingent Interest
Payments for any prior Review Dates.
Proceed to maturity
The Final Value of any Reference Stock is
less than its Trigger Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Stock Return)
Under these circumstances, you will
lose some orall of yourprincipal
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 9.00% per annum, depending onhow many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be providedin the pricing supplement and willbe
at least 9.00% per annum.
Numberof Contingent
InterestPayments
Total Contingent Interest
Payments
8
$180.00
7
$157.50
6
$135.00
5
$112.50
4
$90.00
3
$67.50
2
$45.00
1
$22.50
0
$0.00
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to threehypothetical Reference Stocks, assuming a range of
performances for the hypotheticalLeast Performing Reference Stock on the Review Dates. Each hypothetical payment set forth
below assumes that the closing price of one share of each Reference Stock that is not the Least Performing Reference Stock
on each Review Date is greater than or equal to its Strike Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
●a Strike Value for the Least PerformingReference Stock of $100.00;
●an Interest Barrier and a Trigger Value for the Least Performing Reference Stockof $58.20 (equal to58.20% of its
hypothetical Strike Value); and
●a Contingent Interest Rate of 9.00% per annum (payable at a rate of 2.25% per quarter).
The hypothetical Strike Value of theLeast Performing Reference Stock of $100.00 has been chosen for illustrative purposesonly and
does not represent the actual Strike Value of any Reference Stock.
The actual Strike Value of each Reference Stockis the closing priceof one share of that Reference Stock on the Strike Date and is
specified under "KeyTerms Relating to the Reference Stocks" in this pricing supplement.For historical data regarding the actual
closing prices of oneshare ofeach Reference Stock, pleasesee the historical information set forth under "The ReferenceStocks" 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.
PS-4| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Example 1 - Notes are automatically called on the second Review Date.
Date
Closing Priceof One
Share of Least
Performing Reference
Stock
Payment (per $1,000 principalamount note)
First Review Date
$105.00
$22.50
Second Review Date
$110.00
$1,022.50
Total Payment
$1,045.00(4.50% return)
Because theclosing price of one shareof each Reference Stockon thesecond Review Date isgreater than or equal to its Strike Value,
the notes will beautomatically called for acash payment, for each $1,000 principal amount note, of $1,022.50 (or $1,000 plusthe
Contingent Interest Payment applicable to the second Review Date), payableon the applicable Call Settlement Date. The notesare not
automaticallycallablebefore the second Review Date, eventhough the closing price of one share of each Reference Stock on the first
Review Date is greater than its Strike Value. Whenadded to the Contingent Interest Payment received with respect to the prior Review
Date, the total amount paid, for each $1,000principal amount note, is $1,045.00. No further payments will be made on the notes.
Example 2 - Notes have NOT been automatically called and the Final Value of the Least Performing Reference
Stock is greater than or equal to its TriggerValue.
Date
Closing Priceof One
Share of Least
Performing Reference
Stock
Payment (per $1,000 principalamount note)
First Review Date
$95.00
$22.50
Second Review Date
$85.00
$22.50
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,135.00
TotalPayment
$1,180.00(18.00% return)
Because the notes have not been automaticallycalled and the Final Value of the Least Performing Reference Stock is greater than or
equal to itsTrigger Value, thepayment at maturity, for each $1,000 principal amount note, will be $1,135.00 (or $1,000 plusthe
Contingent Interest Payment applicable to the final Review Date plusthe unpaid Contingent Interest Payments for any prior Review
Dates). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for
each $1,000principal amount note, is$1,180.00.
PS-5| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Example 3 - Notes have NOT been automatically called and the Final Value of the Least Performing Reference
Stock is less than its Trigger Value.
Date
Closing Priceof One
Share of Least
Performing Reference
Stock
Payment (per $1,000 principalamount note)
First Review Date
$48.20
$0
Second Review Date
$53.20
$0
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$48.20
$482.00
Total Payment
$482.00 (-51.80% return)
Because the notes have not been automaticallycalled, the Final Value of the Least Performing Reference Stockisless than its Trigger
ValueandtheLeast Performing Stock Return is -51.80%, the payment at maturity will be $482.00 per $1,000 principal amount note,
calculatedasfollows:
$1,000 + [$1,000 × (-51.80%)] = $482.00
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expensesthat would be associated withanysale in the
secondarymarket. If thesefees and expenses wereincluded, the hypothetical 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.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value of any
Reference Stock is lessthan its Trigger Value, you will lose 1% of the principal amount of your notesfor every 1% that the Final
Valueof the Least Performing Reference Stock is lessthan its Strike Value. Accordingly, under these circumstances, you will lose
more than 41.80% of your principal amount at maturity and could lose all of your principal amount at maturity.
●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL-
If thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date (and we
will payyou any previously unpaid Contingent Interest Paymentsfor anyprior Review Dates) onlyif the closingprice of oneshare
of each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any
Reference Stock onthat Review Date is lessthan its Interest Barrier, no Contingent Interest Payment will bemade with respect to
that Review Date. You will not receive any unpaid Contingent Interest Payments if theclosing price of one share of any Reference
Stock oneach subsequent Review Date is less than its Interest Barrier. Accordingly, if theclosing price of one shareof any
Reference Stock oneach Review Date is less than its Interest Barrier, you will not receive any interest payments over theterm 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. wereto 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 capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. tomake payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us 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.
PS-6| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
●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 any Reference Stock, which may be significant. You willnot participate in any appreciation of any
Reference Stock.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible 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.
●YOU ARE EXPOSED TO THE RISK OF DECLINEIN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK-
Payments onthenotes are not linkedto abasket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by any of the Reference Stocksover the term of the notes may result in the
notes not being automatically called on a Review Date, maynegativelyaffect whether you will receive a Contingent Interest
Payment on any Interest Payment Date and your payment at maturity and will not be offset or mitigated by positive performance by
anyother Reference Stock.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Value of any Reference Stock is less than its Trigger Value and the notes havenot been automatically called, the
benefit provided bythe Trigger Value willterminate and you will be fully exposed to any depreciation of theLeastPerforming
Reference Stock.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be
ableto reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar levelof risk. Even in cases where the notes are calledbefore maturity, youarenot entitled to any fees and commissions
described on the front cover of this pricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY
REFERENCE STOCK.
●NO AFFILIATION WITH ANYREFERENCE STOCK ISSUER -
We have not independently verified any of the informationabout any Reference Stock issuer contained in thispricingsupplement.
You should undertake your own investigation into each Reference Stock and itsissuer. Weare not responsible for any Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
●THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make anadjustment in response to all events that could affect a Reference Stock. Thecalculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
anydiluting or concentrative effect, but thecalculation agent is under no obligation todosoor toconsider your interests as a
holder of the notes in making these determinations.
●THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST
BARRIER OR TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
●LACK OF LIQUIDITY-
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which you maybe able to trade your notesis likely
to depend on theprice, 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-termtrading instruments. Accordingly, you should be able and willing to hold your notes tomaturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for the estimated 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 obligationsunder the notesand the estimatedcost of hedging
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.
PS-7| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, ourand our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes tothat ratemay havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market 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 onyour customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for 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
the Maturity Datecould result in a substantialloss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify each other, asidefrom theselling commissions, projected hedging profits, if any, estimatedhedging
costs and the prices of one share of the Reference Stocks. Additionally, independent pricing vendors and/or third party broker-
dealers may publish a price for the notes, whichmay also bereflected oncustomer account statements. This price may be different
(higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market.
See "Risk Factors- Risks Relating to the Estimated Valueand SecondaryMarket Prices of the Notes- Secondary market prices
of thenotes will be impacted by manyeconomic and market factors" in the accompanying product supplement.
PS-8| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
The Reference Stocks
All information contained herein on the Reference Stocksand on the Reference Stock issuers is derived frompubliclyavailable
sources, without independent verification. Each Reference Stock is registeredunder the Securities Exchange Act of 1934, as amended,
which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the relevant
exchange for purposes of that Reference Stock inthe accompanyingproduct supplement. Information provided to or filedwith the SEC
by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the table
below, andcan be accessed through www.sec.gov. We donot make any representation that these publicly available documents are
accurateor complete. We obtainedtheclosing prices below from the Bloomberg Professional®service ("Bloomberg") without
independent verification.
Reference Stock
Bloomberg
Ticker
Symbol
Relevant Exchange
SEC File Number
Closing Priceon
October 28, 2024
Class A common stockof Alphabet Inc., par value
$0.001 per share
GOOGL
TheNasdaq Stock
Market
001-37580
$166.72
Common stock of Amazon.com, Inc., par value
$0.01per share
AMZN
The Nasdaq Stock
Market
000-22513
$188.39
Common stock of Apple Inc., par value $0.00001
per share
AAPL
The Nasdaq Stock
Market
001-36743
$233.40
According topubliclyavailable filings of the relevant Reference Stock issuer withthe SEC:
●Alphabet Inc. isa collection of businesses, the largest of which is Google Inc., which (i) offers products and platforms through
which it generates revenues primarilybydelivering both performance advertisingand brand advertisingand (ii) provides cloud
services to businesses.
●Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices;
develops and produces mediacontent; offers subscription services, such as Amazon Prime; offers programs that enable
sellerstosell their productsin itsstores and to fulfill orders using Amazon.com, Inc.'sservices; offers developers and
enterprises a set of on-demand technology services, including compute, storage, database, analytics and machine learning
and other service offerings; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch
streamers, skill and app developers and others to publish and sell content;and provides advertising services to sellers,
vendors, publishers, authors and others, through programs such as sponsored ads, display andvideo advertising.
●Apple Inc. designs, manufactures and marketssmartphones, personal computers, tablets, wearablesand accessoriesand
sells a variety of relatedservices.
PS-9| Structured Investments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Historical Information
The following graphs set forth the historical performance of each Reference Stock based on the weekly historical closing prices of one
share of that Reference StockfromJanuary4, 2019throughOctober 25, 2024. The closing pricesabove and below mayhave been
adjusted by Bloomberg for corporateactions, such as stocksplits, public offerings, mergers and acquisitions, spin-offs, delistings and
bankruptcy.
The historical closing prices of oneshare of each Reference Stock should not be taken as an indication of future performance, and no
assurance canbe given as tothe closingprice of one share of any Reference Stockon any Review Date. There can be no assurance
that the performance of the Reference Stocks will result in the return of any of your principal amount or the payment of any interest.
Historical Performance of the Class A Common Stock of Alphabet Inc.
Source: Bloomberg
Historical Performance of Amazon.com, Inc.
Source: Bloomberg
PS-10| StructuredInvestments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Historical Performance of Apple Inc.
Source: Bloomberg
Tax Treatment
You should review carefully the section entitled"Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. In determiningour reporting responsibilities weintend to treat (i) the notes for U.S. federal income tax purposes as
prepaid forward contracts with associatedcontingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -Tax Consequences 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
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 these issues 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 taxpayers subject 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 totake 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
respectto amounts withheld. In order to claim an exemption from, 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 exemption or
reduction under an applicable tax treaty. Ifyou are a Non-U.S. Holder, you should consultyour tax adviser regarding thetax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
PS-11| StructuredInvestments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthescope of Section 871(m) instruments issuedprior toJanuary
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 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 potentialapplication 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 the event of any withholding on the notes, we will not be required topayany 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-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 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 inputsandassumptions, which may prove to beincorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rate and
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 includevolatility, 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 assumptions existing at that time.
The estimated value of the notes doesnot represent future values of thenotes andmay 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 priceof the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costsinclude the sellingcommissionspaid
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 in a profit 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.
PS-12| StructuredInvestments
Auto CallableContingent Interest Notes Linked to theLeastPerforming of
the Class ACommonStockof Alphabet Inc., theCommon Stock of
Amazon.com,Inc.and the Common Stock ofAppleInc.
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 be impacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of thecosts
included in the original issue price of the notes willbe partially paid back toyou inconnection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs andour internal secondarymarket funding rates
for structureddebt issuances. Thisinitial predetermined timeperiod is intended to be the shorter of sixmonthsand one-half of the
stated term of thenotes. Thelengthof any such initial period reflects thestructure of thenotes, 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 the Notes for a Limited Time
Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplement for anillustration of therisk-return
profile of the notes and "The Reference Stocks" in this pricing supplement for a description of themarket exposure providedby the
notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying theapplicable
agent. We 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 such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement. Thispricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oralstatements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours. Youshouldcarefullyconsider, among
other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectus supplement and the accompanying
product supplement and in Annex A to the accompanying prospectus addendum, as the notesinvolve risks not associated with
conventional debt securities. We urge you to consult your investment, legal, tax, accounting andother advisers beforeyou invest inthe
notes.
You may accessthesedocuments onthe SEC website at www.sec.govas follows(or if such addresshas changed, by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our Central Index Key, orCIK, on theSEC website is1665650,and JPMorgan Chase & Co.'sCIK is19617. Asused inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.