JPMorgan Chase & Co.

10/30/2024 | Press release | Distributed by Public on 10/30/2024 04:43

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 wheretheoffer or sale is notpermitted.
Subjectto completion datedOctober 29, 2024
October , 2024 Registration Statement Nos.333-270004and 333-270004-01; Rule 424(b)(2)
Pricing supplementto productsupplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April13, 2023, the prospectus and
prospectus supplement, each dated April 13,2023,and theprospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
CappedDual Directional BufferedReturn Enhanced
Notes Linked to theInvesco QQQ TrustSM, Series 1
due November 5, 2029
Fully and UnconditionallyGuaranteed by JPMorgan Chase& Co.
•The notes are designed for investors whoseek a capped return of 1.10times anyappreciation (with a Maximum Upside
Return of at least 67.60%), or a capped, unleveragedreturn equal to the absolute value of any depreciation (up to the
Buffer Amount of 20.00%), of the Invesco QQQ TrustSM, Series 1at maturity.
•Investors should be willing to forgo interest anddividend payments and be willing to lose up to80.00% of their principal
amount at maturity.
•The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co.Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase& Co., asguarantor of the notes.
•Minimum denominations of $1,000 and integral multiples thereof
•The notes areexpected to price on or about October 31, 2024and areexpected to settleon or about November 5, 2024.
•CUSIP: 48135UY38
Investing in the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and"Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of thenotes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds"in this pricingsupplementfor information about thecomponents of theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which we refer toas JPMS, acting as agent for JPMorganFinancial, will pay all of the selling
commissionsit receives fromustootheraffiliated or unaffiliateddealers. Innoevent willtheseselling commissionsexceed$10.00 per
$1,000 principal amountnote.See "Plan of Distribution (ConflictsofInterest)" in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $972.70per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will be provided in the pricing supplement
and will not be less than $950.00 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 theFederal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Fund: The Invesco QQQ TrustSM, Series 1(Bloomberg ticker:
QQQ)
Maximum Upside Return:At least 67.60% (corresponding to
a maximum payment at maturity if the Fund Return is positive
of at least $1,676.00per $1,000 principalamount note) (to be
providedin the pricingsupplement)
Upside Leverage Factor:1.10
Buffer Amount: 20.00%
Pricing Date: On or aboutOctober 31, 2024
Original Issue Date (Settlement Date):On or about November
5, 2024
Observation Date*: October 31, 2029
Maturity Date*:November 5,2029
* 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 a
Single Underlying- Notes Linked to a Single Underlying
(Other Than a Commodity Index)" and "GeneralTerms of
Notes-Postponement of a Payment Date" in the
accompanying product supplement
Payment at Maturity:
If theFinal Valueisgreater than the Initial Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Fund Return × Upside Leverage Factor),
subject to theMaximum Upside Return
If theFinal Valueisequal to the Initial Value or isless than the
Initial Value by up to theBuffer Amount, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Absolute Fund Return)
Thispayout formula results in an effective cap of 20.00% on
your returnat maturity if theFund Return is negative. Under
these limited circumstances, your maximum payment at
maturityis$1,200.00 per $1,000 principal amount note.
If theFinal Valueisless than the Initial Value by more than the
Buffer Amount, your paymentat maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 ×(Fund Return + Buffer Amount)]
If theFinal Valueisless than the Initial Value by more than the
Buffer Amount, you will lose some or mostof your principal
amount at maturity.
Absolute Fund Return: Theabsolute valueof the Fund Return.
For example, if the Fund Return is -5%, the Absolute Fund
Return will equal 5%.
Fund Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing price of one share of the Fundon the
Pricing Date
Final Value:Theclosing price of one shareof the Fund on the
Observation Date
Share Adjustment Factor:The Share Adjustment Factor is
referenced in determining the closing price of one shareof the
Fund and is set equal to 1.0 on the Pricing Date. The Share
Adjustment Factor is subject to adjustment upon the occurrence
of certain events affectingtheFund. See "The Underlyings -
Funds- Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
Supplemental Terms of the Notes
Any values of the Fund, and any valuesderived therefrom, included in this pricing supplement 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.
Hypothetical PayoutProfile
The following table and graph illustrate the hypothetical total return andpaymentat maturityon the notes linkedto a hypothetical Fund.
The "total return" as used in this pricing supplementis the number, expressed asa percentage, that results from comparing the
payment at maturity per $1,000 principalamount note to $1,000. Thehypothetical total returnsand payments set forthbelow assume
the following:
•an Initial Value of $100.00;
•a Maximum Upside Return of 67.60%;
•an UpsideLeverage Factor of 1.10;and
•a Buffer Amount of 20.00%.
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposesonly andmaynot represent a likely actual Initial
Value. The actualInitial Value will be the closing price of one share of the Fundon the Pricing Dateand willbe provided in thepricing
supplement.For historical data regarding the actual closingprices of one share of the Fund, please see the historical informationset
forth under "The Fund" in thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the followingtable and
graphhave been rounded for ease of analysis.
Final Value
Fund Return
Absolute Fund Return
Total Returnon the
Notes
Payment at Maturity
$180.00000
80.00000%
N/A
67.60%
$1,676.00
$165.00000
65.00000%
N/A
67.60%
$1,676.00
$161.45455
61.45455%
N/A
67.60%
$1,676.00
$150.00000
50.00000%
N/A
55.00%
$1,550.00
$140.00000
40.00000%
N/A
44.00%
$1,440.00
$130.00000
30.00000%
N/A
33.00%
$1,330.00
$120.00000
20.00000%
N/A
22.00%
$1,220.00
$110.00000
10.00000%
N/A
11.00%
$1,110.00
$105.00000
5.00000%
N/A
5.50%
$1,055.00
$101.00000
1.00000%
N/A
1.10%
$1,011.00
$100.00000
0.00000%
0.00%
0.00%
$1,000.00
$95.00000
-5.00000%
5.00%
5.00%
$1,050.00
$90.00000
-10.00000%
10.00%
10.00%
$1,100.00
$80.00000
--20.00000%
20.00%
20.00%
$1,200.00
$70.00000
-30.00000%
N/A
-10.00%
$900.00
$60.00000
-40.00000%
N/A
-20.00%
$800.00
$50.00000
-50.00000%
N/A
-30.00%
$700.00
$40.00000
-60.00000%
N/A
-40.00%
$600.00
$30.00000
-70.00000%
N/A
-50.00%
$500.00
$20.00000
-80.00000%
N/A
-60.00%
$400.00
$10.00000
-90.00000%
N/A
-70.00%
$300.00
$0.00000
-100.00000%
N/A
-80.00%
$200.00
PS-3 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
The following graph demonstratesthehypothetical total returns and hypothetical payments at maturity on the notes for a rangeof Fund
Returns. There canbe no assurance that the performance of the Fund will result in the return of anyof your principal amount in excess
of $200.00 per $1,000 principal amount note, subject to the credit risksof JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Fund AppreciationUpside Scenario:
If theFinal Value isgreater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the
Fund Returntimes the Upside Leverage Factor of1.10, subject tothe Maximum Upside Return of at least 67.60%.Assuming a
hypothetical Maximum Upside Return of67.60%, aninvestor will realize the maximumupside payment at maturity at a Final Value of
approximately 161.45455% ormore of the Initial Value.
•If theclosingprice of one share of the Fund increases5.00%, investors will receive at maturity areturn equalto5.50%, or
$1,055.00 per $1,000 principal amount note.
•Assuming ahypotheticalMaximum Upside Return of 67.60%, if theclosing priceof one shareof the Fund increases 80.00%,
investors will receive at maturity a return equal to the67.60% Maximum Upside Return, or $1,676.00 per $1,000 principalamount
note, which is the maximum payment at maturity if the Fund Return is positive.
Fund Par or Fund Depreciation Upside Scenario:
If theFinal Valueisequal to the Initial Value or isless than the Initial Value by up to the Buffer Amount of 20.00%, investors will receive
at maturity the $1,000 principal amount plusa return equalto the Absolute Fund Return.
•For example, if the closing price of one share of the Funddeclines10.00%, investors will receive at maturity a return equal to
10.00%, or $1,100.00 per $1,000 principal amount note.
Downside Scenario:
If theFinal Value isless than the Initial Value by more than the Buffer Amount of 20.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
•For example, if the closing price of one share of the Funddeclines 60.00%, investorswill lose 40.00% of their principal amount and
receiveonly$600.00 per $1,000 principal amount note at maturity, calculated asfollows:
$1,000 + [$1,000 × (-60.00% + 20.00%)] = $600.00
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above wouldlikely be lower.
PS-4 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanyingprospectus supplementandproduct 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 Final Value isless than the Initial Value by more than 20.00%, you will
lose 1%of the principal amount of your notes for every 1% that the Final Value is lessthanthe Initial Valuebymore than 20.00%.
Accordingly, under these circumstances, you will lose up to 80.00%of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUMUPSIDE RETURN IF THE FUND RETURN IS
POSITIVE,
regardless of theappreciation of the Fund, which may be significant.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE FUND RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the Absolute FundReturnif the Final Value is less than the Initial Value by more
than the Buffer Amount, the Buffer Amount is effectivelya cap onyour returnatmaturity if theFund Return is negative. The
maximum payment at maturity if the Fund Return is negativeis $1,200.00per $1,000 principal amount note.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on ourandJPMorgan Chase & Co.'sability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes.If weand JPMorgan Chase & Co. were todefault onour payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments 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 rank pari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND ORTHE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS
WITH RESPECT TO THE FUND OR THOSE SECURITIES.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at 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 the minimums for theestimated valueof the notes and the
Maximum Upside Return.
PS-5 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
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 is possible 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 -
The estimated valueof the notesis only an estimate determined by reference to several factors. The original issue priceof the
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging thenotes are
included in the original issue price of the notes.Thesecosts include theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandtheestimated cost of hedging
our obligations under the notes. See "The Estimated Valueof 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-
Theinternal 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. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this 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 internalsecondarymarket funding ratesfor structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in theoriginal issue price of the notes. As a result, the price, if any, at whichJPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale 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 theprice of one share of the Fund. Additionally, independent pricing vendors and/or third party broker-dealersmay
publish a price for the notes, which may also be reflected oncustomer account statements. This pricemay be different (higher or
lower) than the price of the notes, if any, at whichJPMS maybe willing topurchase your notes in the secondary market. See "Risk
PS-6 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
Factors - Risks Relating to the Estimated Valueand SecondaryMarket Prices of the Notes- Secondarymarket pricesof the
notes will beimpactedbymany economic and market factors" in the accompanyingproduct supplement.
Risks Relating to theFund
•THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject tomanagement risk, which is the risk that the investment strategies ofthe Fund's investment adviser, the
implementation of which is subject to a number of constraints, may not produce the intended results. These constraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue ofthe notes.
•THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (asdefined under "The Fund"below) and may hold securities different from
those included in its Underlying Index. In addition, the performance of the Fund will reflectadditional transaction costsand fees
that are not included in thecalculation of its Underlying Index. All of these factors may lead to alack of correlation between the
performance of the Fund and its UnderlyingIndex. In addition, corporate actions with respect tothe equitysecurities underlying
the Fund (such as mergers and spin-offs) may impact the variance between the performancesof the Fund and its Underlying
Index. Finally, because thesharesof the Fund are traded on a securities exchange and are subject to market supply and investor
demand, themarket value of one shareof the Fund may differ from the net asset value pershare of the Fund.
During periodsof market volatility, securities underlying the Fund maybe unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund andtheliquidity of the Fund maybe adversely
affected. Thiskind of market volatility mayalso disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buyand
sell shares of the Fund.As a result, under these circumstances, themarket value of shares of the Fund mayvary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund maynot correlate
with the performance of its UnderlyingIndex as well as the net asset value per share of the Fund, which could materiallyand
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
•NON-U.S. SECURITIES RISK-
Someof the equity securitiesheld by the Fundhave been issued bynon-U.S. companies.Investments in securities linked to the
value of such non-U.S. equitysecurities involve risks associated with the home countries ofthe issuersof those non-U.S. equity
securities.
•THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of theFund.
However, thecalculation agent willnot make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that doesnot require the calculation agent to makean adjustment,thevalue of the notes may bematerially and
adversely affected.
PS-7 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
The Fund
The Fund is an exchange-traded fund that seeks to trackthe investmentresults, before fees and expenses, of the Nasdaq-100 Index®,
which we refer toas the Underlying Index with respect to theFund. The Nasdaq-100 Index® isa modifiedmarket 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 Fund, see "Fund Descriptions- The Invesco QQQ TrustSM, Series1" in theaccompanying underlying
supplement.
Historical Information
The following graph sets forth the historical performance of the Fund based onthe weeklyhistorical closing prices of oneshare of the
FundfromJanuary4, 2019 through October 25, 2024. Theclosing price of oneshare of the Fundon October 28, 2024 was $495.40.
We obtained theclosingprices above and below fromthe Bloomberg Professional®service ("Bloomberg"), without independent
verification.The closing prices above and below may havebeen adjusted by Bloomberg for actions taken by theFund, such as stock
splits.
The historical closing prices of one share of the Fundshouldnot be takenasan indication of future performance, and no assurance can
be given as to the closing price of oneshare of the Fundon the Pricing Date or the Observation Date. There can be noassurance that
the performance of the Fund will result in the return of any of your principal amountin excess of $200.00 per $1,000 principal amount
note, subject tothecredit risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
You should review carefully the section entitled"Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax 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 morefully 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, subject to the possible application of the "constructive
ownership" rules, the gain or loss on your notes shouldbe treatedaslong-term capital gain or loss if you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notescould be treated as "constructive ownership
transactions" within themeaning of Section1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-termcapital gainandthat wasin excess of the "net underlying long-termcapitalgain" (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accruedfor tax purposes at a
constant yield over your holding period for the notes. Our special tax counselhas not expressed anopinion withrespect to whether the
constructive ownership rules apply to the notes. Accordingly,U.S. Holders shouldconsult their tax advisers regarding the potential
application of theconstructive ownership rules.
PS-8 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of anyincome
or losson your notes could bemateriallyandadverselyaffected. 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 investorsin these instruments to accrue income over the term of their investment. It also asks for
comments on a number of related topics, includingthe character of income or loss with respect to these instruments; the relevance of
factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including
anymandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the constructive ownershipregime described above. While the notice requestscomments onappropriate transition
rules and effective dates, anyTreasury regulationsor other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in thenotes, possibly with retroactiveeffect. You should consult your tax
adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the potential application of the
constructive ownership rules, possible alternative treatments and the issues presented by thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issued prior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-incomedebt component with thesame 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 secondarymarket (if anyexists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes- The Estimated Value of the NotesIs Derived by Reference to anInternal Funding Rate" in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated value of the notes doesnot representfuture values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in 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 secondarymarket transactions.
PS-9 | Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
Theestimated 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 costs include the selling commissions
paidto JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits.See "Selected Risk Considerations- Risks Relating to the Estimated Valueand Secondary Market Prices of the Notes-The
Estimated Value of the NotesWill Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricingsupplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes - Secondary market prices of the notes will beimpacted bymany
economic and market factors"in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero overan initial predetermined period. These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structureddebt issuances. This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes. The lengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand whenthese costs are incurred, as
determined by our affiliates. See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes. See "Hypothetical Payout Profile"and "How the Notes Work" in this pricingsupplement for anillustration of the risk-return profile
of thenotes and"The Fund"in this pricing supplement for adescription of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions paid toJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offertopurchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reservethe right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept suchchanges in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanyingunderlying
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 materials includingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, 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 accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urgeyou to consult your investment,legal, tax, accounting and
other advisers before you invest in the notes.
PS-10| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linkedto the
Invesco QQQTrustSM, Series 1
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshas changed, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.