JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:22
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 buythese securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 29,2024
November , 2024
RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no.4-IdatedApril 13, 2023, underlyingsupplement no.5-IIdated March5,2024, the prospectus and
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube
US Small-CapVol Advantage Index due November 28, 2029
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 levelof the MerQube US Small-Cap Vol Advantage Index, which we refer to as the Index, is greater than or
equal to 50.00%of the Initial Value, which we refer to as the Interest Barrier.
●The notes will beautomatically called if the closing levelof the Index on any Review Date (other than the first, second, third
and final Review Dates) is greater than or equal to the Initial Value.
●The earliest dateon which an automatic call may be initiated is November 24, 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 Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the
futures contractsincluded in the Index, will heighten any depreciation of those futures contracts and will generally
be a drag on the performance of the Index. The Indexwill trail the performance of an identical indexwithout a
deduction. See "Selected Risk Considerations - Risks Relating to the Notes Generally - The Level of theIndex
Will Include a 6.0% per Annum Daily Deduction" in this pricing supplement.
●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.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on or about November 22, 2024 and are expected to settle on or about November 27, 2024.
●CUSIP:48135VAZ1
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2of theaccompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement,"Risk Factors" beginning on page US-4 of the accompanying underlying
supplement and"Selected Risk Considerations" beginning on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securitiescommission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement, prospectus and prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the componentsof theprice to publicof thenotes.
(2) J.P. Morgan SecuritiesLLC, which wereferto as JPMS,acting asagentforJPMorganFinancial,will payallof the sellingcommissions it
receivesfrom usto other affiliatedorunaffiliated dealers. In no eventwill these sellingcommissionsexceed$50.00 per $1,000principal amount
note. See "Plan of Distribution(ConflictsofInterest)"in the accompanying productsupplement.
If thenotes priced today, theestimated valueof thenoteswould beapproximately$929.40 per $1,000principal amount note.
Theestimated valueof thenotes, when theterms of the notes are set, will beprovided in thepricing supplement andwill
not beless than $900.00per $1,000 principal amount note. See"The Estimated Valueof the Notes" in this pricing supplement
for additional information.
Thenotesarenot bankdeposits, are not insuredby the Federal Deposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:JPMorgan Chase & Co.
Index:The MerQube US Small-Cap Vol Advantage Index
(Bloombergticker: MQUSSVA). Thelevelof the Index
reflectsa deduction of 6.0% per annum that accrues daily.
Contingent Interest Payments:
If thenotes have not been automatically called and the
closing level of the Index on any Review Date is greater than
or equal to the Interest Barrier, you will receive onthe
applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to at least
$28.75 (equivalent to a Contingent Interest Rate of at least
11.50% per annum, payable at a rate of at least 2.875%per
quarter) (to be providedin the pricingsupplement).
If theclosing level of theIndex on any Review Date is less
than the Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date.
Contingent Interest Rate:Atleast 11.50% per annum,
payable at a rate of at least 2.875% per quarter (to be
providedin the pricingsupplement)
Interest Barrier/Trigger Value: 50.00% of the Initial Value
Pricing Date:On or about November 22, 2024
Original Issue Date (Settlement Date):On or about
November 27, 2024
Review Dates*:February24, 2025, May 22, 2025, August 22,
2025, November 24, 2025, February 23, 2026, May22, 2026,
August 24, 2026, November 23, 2026, February 22, 2027,
May24, 2027, August 23, 2027, November 22, 2027,
February 22, 2028, May 22, 2028, August 22, 2028,
November 22, 2028, February22, 2029, May 22, 2029,
August 22, 2029 and November 23, 2029 (final Review Date)
Interest Payment Dates*:February 27, 2025, May 28, 2025,
August 27, 2025, November 28, 2025, February 26, 2026,
May28, 2026, August 27, 2026, November 27, 2026,
February 25, 2027, May 27, 2027, August 26, 2027,
November 26, 2027, February25, 2028, May 25, 2028,
August 25, 2028, November 28, 2028, February 27, 2029,
May25, 2029, August 27, 2029 and the Maturity Date
Maturity Date*:November 28, 2029
Call Settlement Date*:If the notes areautomatically called
on any Review Date (other than the first, second, third and
final Review Dates), the first Interest Payment Date
immediately following that Review Date
* Subjectto postponement in theevent of amarket disruption event
and as describedunder"Supplemental Terms oftheNotes-
Postponement of aDetermination Date - NotesLinkedSolelytoan
Index" intheaccompanying underlying supplement and "General
Terms of Notes -Postponement of a PaymentDate" inthe
accompanyingproductsupplement
Automatic Call:
If theclosing level of theIndex on any Review Date (other
than the first, second, third and final Review Dates) isgreater
than or equal to the Initial 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,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueisgreater than or equal to the Trigger Value, you will
receivea cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000plus(b) the Contingent
Interest Payment applicable to the final Review Date.
If thenotes have not been automatically called and the Final
Valueisless than the Trigger Value, your payment at maturity
per $1,000 principalamount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If thenotes have not been automatically called and the Final
Valueisless than the Trigger Value, you will lose more than
50.00% of your principalamount at maturity and could lose all
of your principal amount at maturity.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value:Theclosing level of the Indexon the Pricing
Date
Final Value:The closing level of the Index on the final Review
Date
PS-2| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
The MerQube US Small-Cap Vol Advantage Index
The MerQube US Small-CapVol Advantage Index (the "Index") was developed by MerQube (the "Index Sponsor" and "Index
Calculation Agent"),in coordination with JPMS, and is maintained by the Index Sponsor and iscalculated and published by theIndex
Calculation Agent. The Indexwas established onJune 21, 2022. An affiliate of ourscurrently has a 10% equity interest inthe Index
Sponsor, with a right to appoint an employee of JPMS, another of our affiliates, as amember of the boardof directorsof the Index
Sponsor.
The Index attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-mini®Russell 2000®futures (the
"Futures Contracts"), which reference the Russell2000®Index, while targeting a level of implied volatility, with amaximum exposure
to theFutures Contracts of 500% and a minimum exposure to theFutures Contractsof 0%. The Index is subject to a6.0% per annum
daily deduction. The Russell2000® Index consists of the middle 2,000 companies included in the Russell 3000ETM Index and, as a
result of the indexcalculationmethodology, consists of the smallest 2,000 companiesincluded in the Russell 3000®Index. The Russell
2000®Index is designed to track the performance of the small-capitalization segment of the U.S. equitymarket. For more information
about theFutures Contractsand the Russell 2000®Index, see "Background on E-mini® Russell 2000®Futures" and"Background on the
Russell2000®Index," respectively, in the accompanying underlying supplement.
On each weekly Index rebalance day, the exposure to the Futures Contracts is set equal to (a) the35%implied volatilitytarget (the
"target volatility") divided by (b) theone-week implied volatility of the iShares®Russell 2000 ETF (the "IWM Fund"), subject to a
maximum exposure of 500%. For example, if the implied volatilityof the IWM Fund is equal to 17.5%, the exposure to the Futures
Contracts will equal 200% (or35% / 17.5%) and if theimplied volatility of the IWMFund isequal to40%, theexposure to the Futures
Contracts will equal 87.5% (or 35% / 40%). The Index's exposure to the Futures Contractswill be greater than 100% when theimplied
volatilityof the IWM Fund is below 35%, and the Index'sexposure to the Futures Contractswill be less than 100% when the implied
volatilityof the IWM Fund is above35%. In general, the Index'starget volatility feature is expected to result in the volatility of the Index
being more stable over time than if no target volatility feature were employed. No assurance can be provided that the volatilityof the
Index will bestable at any time.
The investment objective of the IWMFund is toprovideinvestment results that, before expenses, correspond generally to theprice and
yield performance of the Russell 2000®Index. For more information about theIWMFund, see "Background on the iShares® Russell
2000 ETF" in the accompanying underlying supplement. The Index uses the implied volatility of the IWM Fund asa proxy for the
volatilityof the Futures Contracts.
The 6.0% per annum daily deduction will offset any appreciation of the Futures Contracts, will heighten any depreciation ofthe Futures
Contracts and will generally be a drag on the performance of the Index. The Index willtrail the performance of an identical index
without a deduction.
Holding the estimated value of the notes and market conditions constant, the Contingent Interest Rate, the Interest Barrier, the Trigger
Valueandtheother economic terms available on the notes are more favorable to investorsthan the terms that would be available on a
hypothetical note issued byus linkedto an identical index without a daily deduction.However, there can be no assurance that any
improvement inthe terms of the notes derived fromthedaily deduction will offset the negative effect of the daily deduction on the
performance of the Index.The return on the notes maybe lower than the return on a hypothetical note issued by us linked to an
identical index without a dailydeduction.
The daily deduction and the volatility of the Index (as influenced by the Index's target volatility feature) are two of the primary variables
that affect the economic terms of the notes. Additionally, the daily deduction and volatilityof the Index are two of the inputs our
affiliates' internalpricing models useto value the derivative or derivatives underlying the economicterms of the notes for purposes of
determining the estimated value of the notes set forth on the cover of this pricingsupplement. The daily deduction will effectively
reduce the value of thederivative or derivatives underlyingthe economic terms of the notes. See "The Estimated Value of the Notes"
and "Selected Risk Considerations -Risks Relating to the Estimated Value and Secondary Market Prices of the Notes" in this pricing
supplement.
The Index is subject to risks associated with theuseof significant leverage. In addition, theIndex may be significantly
uninvested on any given day, and, in that case, will realize only aportion of any gains due to appreciation of the Futures
Contracts on that day. The index deduction is deducted dailyat a rate of 6.0% per annum, even when the Index is not fully
invested.
No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that
the Index will be successful or will outperform any alternative index or strategy thatmight reference the Futures Contracts.
For additional information about the Index, see "The MerQube Vol Advantage Index Series" in the accompanyingunderlying
supplement.
PS-3| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Supplemental Terms of the Notes
The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). The notes are offered pursuant to an exemptionfrom regulation under the Commodity Exchange
Act, commonlyknown as the hybrid instrument exemption, that is available tosecurities that have one or morepaymentsindexed to the
value, level or rate of one or more commodities, asset out in section 2(f) of that statute. Accordingly, you are not afforded any
protection provided by the Commodity Exchange Act or anyregulation promulgated by theCommodity Futures Trading Commission.
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may becorrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe corresponding terms of thenotes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payments in Connectionwith the First, Second and Third Review Dates
First, Second and Third Review Dates
Compare the closing level of the Index to the Interest Barrieron each Review Date.
The closing level of the Index is greater than or equal
to the Interest Barrier.
You will receive a Contingent Interest Payment on the
applicable Interest Payment Date.
Proceed to the next Review Date.
The closing level of the Index is less thanthe Interest
Barrier.
No Contingent Interest Payment will be made with respect to
theapplicable Review Date.
Proceed to the next Review Date.
Payments in Connectionwith Review Dates (Other than the First, Second, Third andFinal Review Dates)
Review Dates (Other than the First, Second, Third and Final Review Dates)
Initial
Value
Compare the closing level of the Indexto the Initial Value and the Interest Barrier on each Review Date until the final
Review Date or any earlier automatic call.
The closing level of
theIndex is
greater thanor
equal to the Initial
Value.
AutomaticCall
The notes will be automatically called on the applicable Call Settlement Date, and you
will receive (a) $1,000plus (b) the Contingent Interest Payment applicable to that
Review Date.
No further payments will be made on the notes.
The closing level of
theIndex isless
thanthe Initial
Value.
No
Automatic
Call
The closing level of the
Index is greater than
or equal to the Interest
Barrier.
You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next Review Date.
The closing level of the
Index is less than the
Interest Barrier.
No Contingent Interest Payment will be
made withrespect to theapplicable
Review Date.
Proceed to the next Review Date.
PS-4| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
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 is greater thanor equal to
the Trigger Value.
You will receive (a) $1,000plus (b) the
Contingent Interest Payment applicable
to the final Review Date.
Proceed to maturity
The Final Value is less than the Trigger
Value.
You will receive:
$1,000 + ($1,000 × Index Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedon a hypotheticalContingent Interest Rate of 11.50% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 11.50% per annum.
Numberof Contingent
InterestPayments
Total Contingent Interest
Payments
20
$575.00
19
$546.25
18
$517.50
17
$488.75
16
$460.00
15
$431.25
14
$402.50
13
$373.75
12
$345.00
11
$316.25
10
$287.50
9
$258.75
8
$230.00
7
$201.25
6
$172.50
5
$143.75
4
$115.00
3
$86.25
2
$57.50
1
$28.75
0
$0.00
PS-5| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to ahypotheticalIndex, assuming a rangeof performances for the
hypotheticalIndex on the Review Dates. The hypotheticalpaymentsset forth below assume the following:
●an Initial Value of 100.00;
●an Interest Barrier and a Trigger Value of 50.00 (equal to 50.00% of the hypotheticalInitialValue); and
●a Contingent Interest Rate of 11.50% per annum (payable at a rateof 2.875% per quarter).
The hypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only and maynot represent a likely actual Initial
Value.
The actual Initial Value will bethe closing levelof the Index on the Pricing Date and will be provided in the pricingsupplement. For
historical data regarding the actual closing levels of the Index, please see the historical informationset forth under "Hypothetical Back-
Tested Data and HistoricalInformation" in this pricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and may not be the actual payment applicable to a purchaser
of thenotes. Thenumbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes are automaticallycalled on the fourth Review Date.
Date
Closing Level
Payment (per $1,000 principalamount note)
First Review Date
105.00
$28.75
Second Review Date
110.00
$28.75
Third Review Date
110.00
$28.75
Fourth Review Date
105.00
$1,028.75
Total Payment
$1,115.00(11.50% return)
Because theclosing levelof the Index on the fourth Review Date is greater thanor equal to the Initial Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,028.75 (or $1,000 plusthe Contingent Interest
Payment applicable to the fourth Review Date), payable on the applicable Call Settlement Date. The notesare not automatically
callable before the fourth Review Date, even though the closing level of the Index on each of the first, second and third Review Dates is
greater than the Initial Value. Whenadded to the Contingent Interest Payments received with respect to the prior Review Dates, the
totalamount paid, for each $1,000 principal amount note, is $1,115.00. No further payments will be made on the notes.
Example 2 - Notes have NOT been automatically called and the Final Value is greater than or equal to the
Trigger Value.
Date
Closing Level
Payment (per $1,000 principalamount note)
First Review Date
95.00
$28.75
Second Review Date
85.00
$28.75
Third through Nineteenth
Review Dates
Less than Interest
Barrier
$0
Final Review Date
90.00
$1,028.75
Total Payment
$1,086.25(8.625% return)
Because the notes have not been automaticallycalled and the Final Value is greater than or equal to the Trigger Value, thepayment at
maturity, for each $1,000 principalamount note, will be$1,028.75 (or $1,000 plusthe Contingent Interest Payment applicableto the
final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000 principal amount note, is$1,086.25.
PS-6| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Example 3 - Notes have NOT been automatically called and the Final Value is less than the TriggerValue.
Date
Closing Level
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Nineteenth
Review Dates
Less than Interest
Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automaticallycalled, the Final Value is lessthan the Trigger Value and the Index Returnis-60.00%,
the payment at maturity willbe $400.00 per $1,000 principalamount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypotheticalreturnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term
or until automatically called. These hypotheticalsdo not reflect thefees 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,product supplement and underlyingsupplement and in Annex A totheaccompanying
prospectusaddendum.
Risks Relating to the Notes Generally
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value is less than
the Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Valueisless than the Initial
Value. Accordingly, under these circumstances, you will losemore than50.00%of your principal amount at maturity and couldlose
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 only if
theclosing levelof the Index on that Review Date isgreater than or equal to the Interest Barrier. Iftheclosing level of the Index on
that Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Accordingly, if the closing level of the Indexon each Review Date is lessthan the Interest Barrier, you will not receive any interest
payments over the termof thenotes.
●THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION -
The Index is subject to a 6.0% per annum daily deduction. The level of the Index will trail the value of an identically constituted
synthetic portfolio that is not subject to any such deduction.
The index deduction will placea significant drag on the performance of the Index, potentially offsetting positive returns on the
Index's investment strategy, exacerbating negative returns of itsinvestment strategyandcausing the level of the Index to decline
steadily if the return of itsinvestment strategyis relatively flat. The Index will not appreciate unless the return of its investment
strategyissufficient to offset the negativeeffects of the index deduction, and then only to the extent that the return of its
investment strategy is greater than the index deduction. Asa result of the index deduction, the level of the Index may decline even
if the return of its investment strategy is positive.
The daily deduction is one of the inputs our affiliates' internal pricingmodels use to valuethe derivative or derivatives underlying
the economic terms of the notes for purposes of determining the estimatedvalue of the notes set forth on the cover of this pricing
supplement.The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic terms of
the notes. See "The Estimated Value of the Notes" and "-Risks Relating to the Estimated Value and SecondaryMarket Prices of
the Notes" in this pricing supplement.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
PS-7| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompanyagreements. 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 to meet 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 guarantee byJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of the Index, which may be significant. You will not participate in any appreciation of the Index.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueisless than the Trigger Value and the notes have not been automatically called, the benefit provided bythe
Trigger Value will terminateand you will be fully exposed to any depreciation of the Index.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately one year and you will not
receiveany Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able
to reinvest the proceeds froman investment in the notes at a comparable return and/or with a comparable interest rate fora similar
level of risk. Evenin cases where the notesarecalled before maturity, you are not entitled to any fees and commissions described
on the front cover of thispricing supplement.
●YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE RUSSELL
2000®INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES OR THE FUTURES CONTRACTS
UNDERLYING THE INDEX.
●THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER VALUE
IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE.
●JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN
THE FUTURE -
Any research, opinions or recommendations could affect the market value of thenotes. Investors should undertake their own
independent investigation of the merits of investing in the notes, the Index and the futurescontractscomposing the Index.
●LACK OF LIQUIDITY-
The notes will not belisted on anysecurities exchange. Accordingly, the price at which you maybe able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-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.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse to your 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.
An affiliate of ours currentlyhas a 10% equity interest in the Index Sponsor, with a right to appoint an employee of JPMS, another
of our affiliates, asa member of theboard of directors of theIndex Sponsor.The Index Sponsor can implement policies, make
judgments or enact changes to the Indexmethodology that could negativelyaffect the performance of the Index. The Index
Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversely
affect the value of the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising
the Index, and we, JPMS, our other affiliates and our respectiveemployees areunder no obligation to consider your interests as an
investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the roleof
an employee of JPMS asa member of the board of directorsof the Index Sponsor.
In addition, JPMS worked with the Index Sponsor indeveloping the guidelines and policies governing the composition and
calculation of the Index. Although judgments, policiesand determinations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS,ultimatelycontrols JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the levelof the Index and the value of your notes. JPMS is underno
obligation to consider your interests as an investor in the notes in its role indeveloping the guidelines and policies governing the
Index or making judgments that may affect the level of the Index.
PS-8| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
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 forassuming 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 pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes may differ 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 thefunding 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 be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and anypotentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAYBE 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 "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 internalsecondarymarket 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 willingtobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, aside from the selling commissions, projected hedgingprofits, if any, estimatedhedging
costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish aprice for
the notes, which may also be reflected oncustomer account statements. This price may bedifferent (higher or lower) than the price
of thenotes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk Factors-Risks
Relating to the Estimated Value and SecondaryMarket Prices of the Notes- Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Index
●THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED
IN RESPECT OF THE FUTURES CONTRACTS -
No assurance can be given that the investment strategyon which the Index is based will be successfulor that the Indexwill
outperformany alternative strategythat might be employed with respect to the Futures Contracts.
●THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY -
No assurance can be given that the Index will maintain an annualized realized volatility that approximatesitstarget volatility of
35%. The Index's target volatilityisa level of implied volatility and therefore the actual realized volatility of the Index maybe
greater or less than the target volatility. On each weekly Index rebalance day, the Index's exposure to the Futures Contracts is set
equal to (a) the 35% impliedvolatility target divided by (b) the one-weekimplied volatilityof the IWM Fund, subject to amaximum
exposure of 500%. The Indexuses the implied volatility of the IWMFund as a proxy for the volatility of the Futures Contracts.
However, there is no guarantee that the methodology used by the Index to determine the implied volatility of the IWM Fund will be
representative of the implied or realized volatility of the Futures Contracts. Theperformance of the IWMFund may not correlate
with the performance of the Futures Contracts, particularlyduring periodsof market volatility. In addition, the volatility of the
Futures Contracts on any daymaychange quicklyandunexpectedly and realizedvolatilitymaydiffer significantly from implied
volatility.Ingeneral, over time, the realized volatilities of theIWM Fund and the Futures Contracts have tended to be lower than
their respective impliedvolatilities; however, at any time those realized volatilities mayexceed their respectiveimplied volatilities,
particularly during periodsof market volatility. Accordingly, the actual annualized realized volatilityof the Index may begreater
than or lessthan the target volatility, which mayadverselyaffect the level of the Index and the value of the notes.
PS-9| Structured Investments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
●THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE -
On a weeklyIndex rebalanceday, the Index will employ leverage to increase the exposureof the Index to the Futures Contracts if
the implied volatility of the IWM Fund is below 35%, subject to amaximum exposure of 500%. Under normal market conditionsin
the past, the IWM Fund has tended to exhibit an implied volatility below 35%. Accordingly, the Index has generally employed
leveragein the past, except during periods of elevated volatility. When leverage is employed, any movementsin the prices of the
Futures Contracts will result in greater changesin the level of the Index than if leverage were not used. In particular, theuseof
leverage will magnify any negative performance of the Futures Contracts, which, in turn, would negatively affect the performance of
the Index. Because the Index's leverage is adjusted onlyon a weeklybasis, in situations where a significant increase in volatility is
accompanied by asignificant declinein the value of theFutures Contracts, thelevel of the Index may decline significantly before
the following Index rebalanceday when the Index'sexposure to the Futures Contracts would be reduced.
●THE INDEX MAY BE SIGNIFICANTLY UNINVESTED -
On a weeklyIndex rebalanceday, the Index's exposureto the Futures Contracts will be less than 100% when the implied volatility
of theIWM Fund is above 35%. If the Index's exposure to the Futures Contracts is less than 100%, the Index will not be fully
invested, and any uninvested portion will earn no return. The Indexmay be significantly uninvested on any given day, and will
realize only a portion of any gainsdue to appreciation of the Futures Contracts on any such day. The 6.0% per annum deduction
is deducted daily, even when the Indexisnot fully invested.
●THE INDEX MAY BE ADVERSELY AFFECTED IF LATER FUTURES CONTRACTS HAVE HIGHER PRICES THAN AN
EXPIRING FUTURES CONTRACT INCLUDED IN THE INDEX -
As the Futures Contracts included in the Index come to expiration, they are replaced by Futures Contractsthat expirethree months
later. This is accomplished by synthetically selling the expiring Futures Contract and synthetically purchasing the FuturesContract
that expiresthree months from that time. Thisprocess is referred to as "rolling."Excluding other considerations, if themarket for
the Futures Contracts is in "contango," where the prices are higher in thedistant deliverymonths than in the nearer delivery
months, thepurchase of the later Futures Contract wouldtake place at a price that is higher than the price of the expiring Futures
Contract, thereby creating a negative "roll yield."In addition, excludingother considerations, if the market for the FuturesContracts
is in "backwardation," wherethe prices are lower in the distant deliverymonths than in the nearer delivery months, the purchase of
the later Futures Contract would take place at a price that is lower than the price of the expiring Futures Contract, therebycreating
a positive "roll yield."The presence of contango in the market for the Futures Contracts could adversely affect the levelof the
Index and, accordingly, any payment on the notes.
●THE INDEX IS AN EXCESS RETURN INDEX THAT DOES NOT REFLECT "TOTAL RETURNS" -
The Index is an excess return index that does not reflect total returns. The return frominvestingin futures contracts derives from
three sources: (a) changes in the price of the relevant futures contracts (which isknown as the "price return"); (b) any profit or loss
realized when rolling the relevant futures contracts (which is known as the "roll return"); and (c) any interest earned on the cash
deposited as collateral for the purchase of the relevant futures contracts (whichis known as the "collateral return").
The Index measuresthe returns accrued frominvesting in uncollateralized futures contracts (i.e., the sum of the price return and
the roll return associated with an investment in the Futures Contracts). Bycontrast, a total return index, in additionto reflecting
those returns, would also reflect interest that could be earned on funds committed to the trading of the Futures Contracts (i.e., the
collateral return associated with aninvestment in the Futures Contracts).Investing in thenotes willnot generatethe same return
as would be generated frominvesting in a total return index related to the Futures Contracts.
●AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL-CAPITALIZATION STOCKS -
Small-capitalizationcompanies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small-capitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
●CONCENTRATION RISKS ASSOCIATED WITH THE INDEX MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES -
The Index generallyprovides exposure to a single futures contract on the Russell2000®Index that trades on the Chicago
Mercantile Exchange. Accordingly, the notesare less diversified than other funds, investment portfolios or indices investing in or
tracking a broader range of products and, therefore, couldexperience greater volatility. You should be awarethat other indices
maybemore diversified than the Indexin terms of both the number and variety of futurescontracts. You will not benefit, with
respect to the notes,from anyof theadvantages of a diversified investment and will bear the risksof a highly concentrated
investment.
●THE INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FUTURES CONTRACTS, INCLUDING VOLATILITY -
The Index tracks the returnsof futurescontracts. The price of a futures contract dependsnot only on the price of the underlying
asset referencedbythe futures contract, but also ona range of other factors, includingbut not limited to changing supplyand
demand relationships, interestrates, governmentaland regulatorypolicies andthe policies of the exchanges on which the futures
contracts trade. In addition, the futuresmarkets aresubject to temporary distortions or other disruptions due to various factors,
including the lack of liquidityin the markets, the participationof speculators and government regulation and intervention. These
factors and others can cause the prices of futurescontracts to be volatile.
●SUSPENSION OR DISRUPTIONS OF MARKET TRADINGIN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE
VALUE OF YOUR NOTES -
Futures marketslike the Chicago Mercantile Exchange, themarket for theFutures Contracts, are subject to temporary distortions
or other disruptions due to various factors, including thelackof liquidity inthemarkets, the participation of speculators, and
government regulation and intervention. In addition, futuresexchanges have regulations that limit theamount of fluctuationin
some futures contract prices that mayoccur during a single day. These limits are generally referred to as "daily price fluctuation
limits" andthemaximumor minimum price of a contract on any given day as a result of these limitsis referred toasa "limit price."
Once the limit price hasbeen reached in aparticular contract, no trades may be made at aprice beyond the limit, or trading may
be limited for aset period of time. Limit prices have the effect of precluding tradingin a particular contract or forcing the liquidation
of contractsat potentiallydisadvantageous times or prices. These circumstances couldaffect the level of the Index and therefore
could affect adversely the value of your notes.
PS-10| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
●THE OFFICIAL SETTLEMENT PRICE AND INTRADAY TRADING PRICES OF THE RELEVANT FUTURES CONTRACTS MAY
NOT BE READILY AVAILABLE -
The officialsettlement price and intraday trading prices of the Futures Contractsare calculated and published by the Chicago
Mercantile Exchange and areused to calculate the levels of the Index. Any disruption in trading of the Futures Contracts could
delay the release or availability of the official settlement price andintraday trading prices and may delay or prevent the calculation
of theIndex.
●CHANGES IN THE MARGIN REQUIREMENTS FOR THE FUTURES CONTRACTS INCLUDED IN THE INDEX MAY
ADVERSELY AFFECT THE VALUE OF THE NOTES -
Futures exchanges require market participants to post collateral in order to open and to keep open positions in futures contracts. If
an exchange changes the amount of collateral required tobe posted to holdpositionsin the Futures Contracts, market participants
mayadjust their positions, which may affect the prices of the Futures Contracts. As a result, thelevel of the Index may beaffected,
which may adversely affect the valueof the notes.
●HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS -
The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Dataand Historical Information"
in this pricingsupplement is purely theoretical and does not represent the actual historicalperformance of the Indexandhasnot
beenverified by an independent third party. Hypothetical back-tested performance measures haveinherent
limitations.Hypothetical back-tested performance isderived by means of the retroactive application of a back-testedmodel that
hasbeen designed with the benefit of hindsight. Alternative modelling techniquesmight produce significantlydifferent results and
mayprove to be more appropriate. Past performance, and especially hypotheticalback-tested performance, is not indicative of
future results. This type of information has inherent limitations and you should carefullyconsider these limitations beforeplacing
relianceon such information.
●OTHER KEY RISKS:
o THE INDEX WAS ESTABLISHED ON JUNE 21, 2022, AND MAY PERFORM IN UNANTICIPATED WAYS.
o HISTORICAL PERFORMANCE OF THE INDEX SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE
PERFORMANCE OF THE INDEX DURING THE TERM OF THE NOTES.
Please refer to the "RiskFactors" section of the accompanying underlying supplement for more details regarding the above-listed and
other risks.
PS-11| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Hypothetical Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested performance of theIndex based on the hypothetical back-tested weekly
closing levels of the Index from January 4, 2019 through June 17, 2022, and the historical performanceof the Index based on the
weekly historical closing levels of the Index from June 24, 2022 through October 25, 2024. The Index wasestablished on June 21,
2022, as represented by the vertical linein the followinggraph. All data to the left of that vertical linereflect hypothetical back-tested
performance of the Index. Alldata to the right of that vertical line reflect actualhistorical performance of the Index. The closing level of
the Index on October 28, 2024 was 843.60. Weobtained the closing levels above and below from the Bloomberg Professional® service
("Bloomberg"), without independent verification.
The data for the hypotheticalback-tested performance of the Index set forth in the following graphare purely theoretical and do not
represent the actual historicalperformance of the Index. See "Selected Risk Considerations- Risks Relating to the Index-
Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations"
above.
The hypothetical back-tested and historical closing levels of the Indexshould not be taken as an indication of future performance, and
no assurance can be given as to the closing level of the Index onthe Pricing Date or any Review Date. There can be no assurance that
the performance of the Indexwill result in the return of anyof your principal amount or the payment of anyinterest.
Hypothetical Back-Tested and Historical Performance of the
MerQube US Small-Cap Vol Advantage Index
Source: Bloomberg
The hypothetical back-tested closinglevels of the Index have inherent limitations and havenot been verified by an independent third
party. These hypothetical back-tested closing levels are determined by means of a retroactive applicationof a back-tested model
designed withthebenefit of hindsight. Hypothetical back-tested results are neither anindicator nor a guaranteeof future returns. No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling
techniquesor assumptions would produce different hypothetical back-tested closinglevels of theIndex that might prove to bemore
appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.
PS-12| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences-TaxConsequences to U.S. Holders-Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons" in the accompanying product supplement. Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is areasonable treatment, but that there are other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on thenotes
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 commentsona number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors such as thenature 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 materiallyaffect the
taxconsequences of an investment in the notes, possibly with retroactive effect.The discussions above and in the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under Section451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income taxconsequencesof an investment in the notes, including
possible alternative treatments and the issues presented by the notice described above.
Non-U.S. Holders - Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at
least if an applicable Form W-8 isprovided), it is expected that withholding agents will (and we, 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 willnot be required to pay any additional amounts with
respect to amounts withheld. In order to claiman exemptionfrom, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. personand is eligible for such an exemptionor
reduction under an applicable tax treaty. Ifyou are a Non-U.S. Holder, you should consultyour tax adviser regarding thetax treatment
of thenotes, includingthe possibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in theapplicable
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 dividendsfor 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 potentialapplicationof
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
In theevent of any withholding on the notes, we will not be required 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 withthesamematurityasthe notes, valued using the internalfunding
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 (ifany 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. Anydifference may 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 costsfor the conventional fixed incomeinstruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsandassumptions, which may prove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices of
the Notes -The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in thispricing supplement.
PS-13| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthetradedmarket prices of comparablederivative instruments and onvarious
other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptionsexisting at that time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect. On
futuredates, the value of the notescould changesignificantly 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 willing to buy notesfromyou in secondarymarket 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 selling commissionspaid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming risks
inherent in hedging our obligations under the notesandtheestimated cost of hedging our obligationsunder the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss. A 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 -Risks Relating to the Estimated Value and SecondaryMarket Prices of theNotes-The
Estimated Value of the NotesWill Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricingsupplement.
Secondary Market 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 pricesof the notes will beimpacted 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 in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan 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 time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes. Thelengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations- 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-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplement for an illustration of therisk-return
profile of the notes and "TheMerQube US Small-Cap Vol Advantage Index" in this pricingsupplement for a descriptionof 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 paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize forassuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or rejectanyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and youwill be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
PS-14| StructuredInvestments
Auto Callable ContingentInterestNotes Linked to theMerQube US Small-
Cap Vol Advantage Index
You should read thispricing supplement together with theaccompanyingprospectus, as supplementedbytheaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materials of
ours. You shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of theaccompanying
prospectussupplement, the accompanying product supplement and the accompanying underlyingsupplement and in Annex A to the
accompanying prospectus addendum, as the notesinvolve risks not associated with conventional debt securities. Weurge you to
consult your investment,legal, tax, accounting and other advisersbefore you invest in the notes.
You may access thesedocumentson the SEC websiteatwww.sec.govas follows (or if such addresshas changed, byreviewing
our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 5-II dated March 5, 2024:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our Central Index Key, orCIK, on theSEC websiteis1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.