JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 04:22
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wheretheoffer or sale is notpermitted.
Subjectto completion dated October 30, 2024
November , 2024RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplementno.4-Idated April13, 2023, underlyingsupplement no. 5-IIdatedMarch5, 2024,
the prospectus andprospectus supplement, each dated April13, 2023, and the prospectus addendumdatedJune 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Review NotesLinked to the MerQube US Large-Cap
Vol Advantage Index due November 19, 2029
Fully and UnconditionallyGuaranteed by JPMorgan Chase& Co.
•The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on any Review Date, the
closing level of the MerQubeUS Large-Cap Vol AdvantageIndex, which we refer to as the Index, is at or above the
applicableCall Value.
•Theearliest dateon which an automatic call may be initiated is November 17, 2025.
•Investors should be willing to forgo interest and dividend payments and bewilling to accept the risk of losing some or all
of their principal amount at maturity.
•The Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of
the futures contracts included in the Index, will heighten any depreciation of those futures contracts andwill
generally bea drag on the performance of the Index. The Index will trail the performance of an identical index
without a deduction. See "Selected Risk Considerations - Risks Relating to the Notes Generally - The Level
of the Index Will Include a 6.0% per Annum Daily Deduction" in thispricing supplement.
•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 integralmultiplesthereof
•The notes areexpected to price on or about November 14, 2024 and are expected tosettle on or about November 18,
2024.
•CUSIP: 48135VBM9
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 accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement, "Risk Factors" beginning onpage US-4of the accompanying underlying
supplement and"Selected Risk Considerations" beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securities commission has approved or disapproved
of 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 pricing supplementforinformation about thecomponents of theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us tootheraffiliatedor unaffiliateddealers. Inno event willthese sellingcommissionsexceed$50.00 per
$1,000 principal amountnote. See "PlanofDistribution (ConflictsofInterest)" in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $890.60 per $1,000 principal amount
note. The estimated valueof the notes, when the termsof the notes are set, will be provided in the pricing supplement
and will not be less than $880.00per $1,000principal amount note. See"The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage 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 Large-Cap Vol Advantage Index
(Bloombergticker:MQUSLVA). The levelof the Index reflects a
deduction of 6.0% per annum that accruesdaily.
Call Premium Amount: The Call Premium Amount withrespect
to each Review Date is calculated as follows:
$1,000 × Call Premium Rate × N / 252,
where N is equalto 253 + thenumber of Review Dates preceding
that Review Date.For example, for the first Review Date, N = 253
(equal to 253 + 0), for the second Review Date, N = 254 (equal to
253 +1) and for the final Review Date, N = 1,256 (equal to 253 +
1,003).
Call Premium Rate:At least 15.00% (to be provided in the
pricingsupplement)
Call Value:The Call Value with respect toeach Review Date is
set forth below:
•first through 1,003rd Review Dates: 100.00% of the Initial
Value
•final Review Date: 60.00% of the Initial Value
Barrier Amount: 60.00% of the Initial Value
Pricing Date:On or aboutNovember 14, 2024
Original Issue Date (Settlement Date): On or about November
18, 2024
Review Dates:Each scheduled trading dayfrom and including
November 17, 2025to and includingNovember 14, 2029* (final
Review Date)
Call Settlement Date*: If thenotes are automatically called on
any Review Date, the third business dayimmediately following
that Review Date, provided that if that Review Date is the final
Review Date, the Call Settlement Date will be the Maturity Date
Maturity Date*: November 19, 2029
* Subject to postponement in the event of a market disruption event
and as described under "Supplemental Terms of the Notes-
Postponement of a Determination Date - Notes Linked Solely to
an Index" in the accompanying underlyingsupplement and
"GeneralTerms of Notes -Postponement of a Payment Date" in
the accompanying product supplement, assupplementedby
"Supplemental Terms of the Notes" in this pricing supplement
Automatic Call:
If theclosing level of theIndex on any Review Date is greater than
or equal tothe applicable Call Value, thenotes will be automatically
called for acash payment, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Call Premium Amount applicable to
that Review Date, payable on the applicable Call Settlement Date.
No further payments will be made on the notes.
Payment at Maturity:
If thenotes have not been automatically called (and therefore the
Final Value is less than the Barrier Amount),your payment at
maturityper $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Index Return)
If thenotes have not been automatically called (and therefore the
Final Value is less than the Barrier Amount), you will lose more
than 40.00% of your principal amount at maturity andcould loseall
of your principal amount at maturity.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value: The closing level of the Indexon the Pricing Date
Final Value: Theclosing levelof theIndex on the final Review
Date
PS-2 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage Index
The MerQube USLarge-Cap Vol Advantage Index
TheMerQube US Large-Cap Vol Advantage Index (the "Index") was developed by MerQube(the "IndexSponsor" and "Index
Calculation Agent"),in coordination withJPMS, and is maintained by the Index Sponsor and iscalculated and published by the Index
Calculation Agent. TheIndexwas established on February11, 2022. An affiliate of ourscurrently hasa 10% equityinterest in the
Index Sponsor, witha right toappoint an employee of JPMS, another of our affiliates, asa member of the board of directorsof the
Index Sponsor.
The Index attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-mini®S&P 500® futures (the
"Futures Contracts"), which reference the S&P 500® Index, whiletargeting a level of implied volatility, with a maximum exposure to the
Futures Contracts of 500% and a minimum exposureto the Futures Contractsof 0%. The Index is subject to a 6.0%per annum daily
deduction. The S&P 500®Index consists of stocksof 500 companies selectedto provide aperformance benchmark for the U.S. equity
markets. For more information about the Futures Contractsand the S&P500®Index, see "Background on E-mini® S&P 500®Futures"
and "Background on the S&P 500®Index," respectively, in the accompanying underlyingsupplement.
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) the one-week implied volatility of the SPDR® S&P 500®ETF Trust (the "SPY Fund"), subject to a
maximum exposure of 500%. For example, if the implied volatilityof the SPY Fund is equal to 17.5%, the exposure to the Futures
Contracts will equal 200% (or35% /17.5%) and if the implied volatility of the SPY Fund 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 SPY Fund is below 35%, and the Index'sexposure to the Futures Contractswill be less than 100% when the implied
volatilityof the SPY 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 beprovided that the volatilityof the
Index will bestable at any time.
The investment objective of the SPY Fund is to provideinvestment results that, before expenses, correspond generally to theprice and
yield performance of the S&P500®Index. For more informationabout the SPY Fund, see "Background on the SPDR®S&P 500® ETF
Trust" in the accompanying underlying supplement. The Index uses the impliedvolatilityof the SPY Fundasa 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 theperformance 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, theCall PremiumRate, the Barrier Amount and the other
economic terms available on the notesaremorefavorable to investors thanthe terms that would be available on a hypotheticalnote
issuedbyuslinkedto an identicalindex without a daily deduction.However, there can be no assurance that any improvement in the
terms of the notes derived from the dailydeduction willoffset the negative effect of the daily deduction on the performance of the
Index.The return on the notes may be lower than the return on ahypothetical note issued by us linked to anidenticalindex withouta
daily deduction.
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 use to 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 the derivative or derivativesunderlyingthe economic termsof 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 deductionis 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 FuturesContracts.
For additional information about the Index, see "TheMerQube Vol Advantage Index Series" in the accompanying underlying
supplement.
PS-3 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage 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 offeredpursuantto an exemption from 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 insection 2(f) of that statute. Accordingly, youare not afforded any
protection provided by the Commodity Exchange Act or anyregulation promulgated by theCommodity Futures Trading Commission.
Notwithstandinganything to the contrary set forth in the accompanying underlying supplement, the Review Dates (other than the final
Review Date) are not subject to postponement as describedunder "Supplemental Termsof the Notes- Postponement of a
Determination Date-NotesLinked Solely to an Index" in the accompanying underlyingsupplement. If a Review Date (other than the
final Review Date) is a Disrupted Day (asdefined intheaccompanying product supplement), that Review Date willnot be postponed
and an automatic call willnot be triggered on that Review Date. However, the final Review Date is subject to postponement as
described under "Supplemental Termsof the Notes-Postponement of a Determination Date -Notes Linked Solely to an Index" in
the accompanying underlyingsupplement.
Notwithstandinganything to the contrary set forth in the accompanying product supplement, solely for purposes of determining the
applicable Call Settlement Date if an automatic callistriggered, Good Fridayisdeemednot to be a businessday.
Any values of the Index, and any values derivedtherefrom, 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 theindenturegoverning the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
The notes will beautomaticallycalledonthe applicable Call Settlement Date andyou will
receive (a) $1,000plus (b)the Call PremiumAmount applicable to that ReviewDate.
No furtherpayments will be made on thenotes.
ReviewDates
AutomaticCall
The closing level of the
Indexis greater than or
equal totheapplicable
Call Value.
The closing level of the
Indexis lessthanthe
applicable Call Value.
Call
Value
Compare the closing level of the Indexto theapplicable Call Valueon each ReviewDate until anyearlierautomatic call.
The notes will not be automaticallycalled. Proceed to the next ReviewDate, if any.
NoAutomatic Call
ReviewDates
The notes havenot
beed automatically
called. Proceed to the
payment at maturity.
Payment atMaturity
Youwill receive:
$1,000+ ($1,000 × IndexReturn)
Under these circumstances, youwill lose some or all of your principal amount at maturity.
PS-4 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage Index
Call Premium Amount
The Call Premium Amount with respect to each Review Date is determined as follows: $1,000× Call Premium Rate × N /252, where N
is equal to 253 + the number of Review Dates preceding thatReview Date. For example, for the first Review Date, N= 253 (equal to
253 +0), for the second Review Date, N = 254 (equal to 253 + 1) and for the final Review Date, N = 1,256 (equal to 253 + 1,003).The
Call Premium Rate will be at least 15.00%. Assuming ahypothetical Call Premium Rate of 15.00%, the Call Premium Amount with
respect to the first Review Date is$150.5952and the Call Premium Amount with respect to the final Review Date is $747.619.
Hypothetical PayoutExamples
The following examples illustrate payments on the notes linked to a hypothetical Index, assuming a range of performancesfor the Index
on the Review Dates.
In addition, the hypothetical paymentsset forth below assume the following:
•an Initial Value of 100.00;
•the Call Values set forth under "Key Terms-Call Value" above;
•a Barrier Amountof 60.00 (equal to 60.00%of the hypotheticalInitial Value); and
•a Call Premium Rateof 15.00%.
The hypotheticalInitial Valueof 100.00hasbeen chosen for illustrative purposes only andmaynot represent a likely actualInitial
Value. The actual Initial Value will bethe closinglevelof the IndexonthePricingDate andwill be providedin the pricingsupplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "Hypothetical
Back-Tested Data and Historical Information" in thispricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of thenotes. The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 -Notes are automatically called on the first Review Date.
Date
Closing Level
First Review Date
130.00
Notesare automaticallycalled
Total Payment
$1,150.5952 (15.05952% return)
Because the closing levelof the Index on the first Review Date isgreater than or equal tothe applicableCall Value, the notes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,150.5952(or $1,000plus the Call Premium
Amount applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made onthe
notes.
Example 2 - Notes are automatically called on the final Review Date.
Date
Closing Level
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
75.00
Notes NOT automaticallycalled
Third through 1,003rd
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
90.00
Notesare automaticallycalled
Total Payment
$1,747.619 (74.7619% return)
Because theclosing level of the Index on each of the first through1,003rdReview Dates is lessthan the applicable Call Value, the notes
are not automaticallycalledin connection with these Review Dates. However, becausethe closing level of the Index on the final
Review Date is greater than or equal to the applicable Call Value, even though the closing level of the Index is less than the Initial
Value, thenotes will be automatically called for acash payment, for each $1,000 principal amount note, of $1,747.619 (or $1,000 plus
the Call Premium Amount applicable to the final Review Date), payable ontheapplicable Call Settlement Date, which is the Maturity
Date.
PS-5 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage Index
Example 3 - Notes have NOT been automatically called.
Date
Closing Level
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
85.00
Notes NOT automaticallycalled
Third through 1,003rd
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
40.00
Notes NOT automaticallycalled (and therefore Final Valueis less
than Barrier Amount)
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automaticallycalled (and therefore the Final Value is less than the Barrier Amount) and theIndex
Return is -60.00%, the payment at maturity will be$400.00per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term
or until automatically called.These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondarymarket. If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the"Risk Factors"sections of the
accompanying prospectus supplement, product supplement and underlyingsupplementand in Annex A tothe accompanying
prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not been automatically called (and therefore the Final Value
is less than the Barrier Amount), you will lose 1% of the principalamount of your notes for every1% that the Final Value is less
than the Initial Value.Accordingly, under these circumstances, you willlose more than 40.00% of your principal amount at maturity
and could loseall of your principalamount at maturity.
•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 valueof an identicallyconstituted
synthetic portfolio that is not subject to any such deduction.
Theindexdeduction 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 strategy and causing the level of theIndex to decline
steadily if the return of itsinvestment strategy is relatively flat. The Index will not appreciate unless the return of itsinvestment
strategyissufficient to offset the negative effects of the index deduction, and then only to the extent that the return of itsinvestment
strategyisgreater than theindex deduction. As a result of the indexdeduction, the level of the Index may decline even if the return
of its investmentstrategy 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-6 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage 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 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 tous and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation ofthe Index, which may be significant. You will not participate in any appreciation of the Index.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE-
If thenotes have not been automatically called (and therefore the Final Value isless than the Barrier Amount), the benefit provided
by the Barrier Amount will terminate and you will be fully exposed toany 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 asapproximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk.Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of thispricing supplement.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE S&P 500®
INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES OR THE FUTURES CONTRACTS UNDERLYING
THE INDEX.
•THE RISK OF THE CLOSING LEVELOF THE INDEX FALLING BELOW THE BARRIER AMOUNT 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 the notes. Investors should undertake their own
independent investigation of the meritsof 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 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.Youmay not be able to sell your 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 PRICINGSUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated valueof the notes and the
Call PremiumRate.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with the notes. In performing these duties, our and JPMorganChase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It is possiblethat hedging or trading
activities of ours or our affiliates in connection with the notescould 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.
PS-7 | Structured Investments
Review NotesLinked to the MerQube US Large-CapVolAdvantage Index
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 in developing the guidelines and policiesgoverning 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.
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 notes is 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 the notes are
included in the original issue price of the notes.Thesecosts include the selling 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 pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate usedin the determinationof 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. Anydifference may
bebased 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 internalfunding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement fundingrate for the notes.The use of an
internalfunding rate and any potential changes tothat ratemay havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated 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 additionalinformation relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding ratesfor structured debt issuances and,
also, because secondarymarket prices may exclude sellingcommissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes.As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all,is likely to be lower than the originalissue price. Anysale by you prior to
theMaturity Datecould result in a substantialloss to you.
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•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedgingprofits, if any, estimatedhedging
costs and the level of the Index. Additionally, independent pricing vendorsand/or third party broker-dealers may publish a price for
the notes, whichmay also be reflectedoncustomer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at whichJPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes- Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to theIndex
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorganChase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the S&P 500®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 theinvestment strategyonwhich the Index is based will be successful or 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-week implied volatilityof the SPY Fund, subject to amaximum
exposure of 500%. The Indexuses the implied volatility of the SPY Fund 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 SPY Fund will be
representative of the implied or realized volatility of the Futures Contracts. Theperformance of the SPY Fund 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 theSPY Fund and the Futures Contracts have tended to be lower than
their respective impliedvolatilities; however, at any time those realized volatilities mayexceed their respective implied volatilities,
particularly during periodsof market volatility. Accordingly, the actual annualized realized volatilityof the Index may be greater
than or lessthan the target volatility, which mayadverselyaffect the level of the Index and the value of the notes.
•THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE -
On a weeklyIndex rebalanceday, the Index will employleverage to increase the exposure of the Index to the Futures Contracts if
the implied volatility of the SPY Fund isbelow 35%, subject to amaximum exposure of 500%. Under normal market conditions in
the past, the SPY Fund has tended to exhibit an implied volatility below 35%. Accordingly, the Index has generally employed
leveragein the past, except during periodsof elevatedvolatility. When leverage is employed, any movementsin the prices of the
Futures Contracts will result in greater changes in the level of the Index than if leverage were not used. In particular, the useof
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 the SPY Fund is above 35%. If the Index'sexposure 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
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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 thenearer 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 frominvesting in futurescontractsderives from
three sources: (a) changes in the price of the relevant futures contracts (whichisknown as the "price return"); (b) anyprofit 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 futurescontracts (which is 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 returnindex, 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 the notes willnot generatethe same return
as would be generated frominvesting in a total return index related to the Futures Contracts.
•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 S&P 500®Index that trades on the ChicagoMercantile
Exchange. Accordingly, the notesare less diversified than other funds, investment portfolios or indices investing in or tracking a
broader range of products and, therefore, could experience greater volatility. You should be aware that other indicesmay be more
diversified than the Indexin terms of both the number and varietyof futures contracts. Youwill not benefit, with respect to the
notes, from any of the advantagesof a diversified investment and will bear the risks of a highlyconcentrated 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 depends not only on the price of the underlying
asset referencedbythe futures contract, but also on a range of other factors, including but not limited to changing supplyand
demand relationships, interestrates, governmentaland regulatorypolicies and the policiesof the exchanges on which the futures
contracts trade. In addition, the futuresmarkets are subject to temporary distortionsor other disruptions due to various factors,
including the lack of liquidityin themarkets, the participation of speculators and government regulation and intervention.These
factors and others can cause the pricesof futurescontracts to bevolatile.
•SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE
VALUE OF YOUR NOTES-
Futures marketslike the Chicago Mercantile Exchange, themarket for theFutures Contracts, are subject to temporarydistortions
or other disruptions due to various factors, including thelackof liquidity inthemarkets, theparticipation of speculators, and
government regulation and intervention. In addition, futuresexchanges have regulations that limit theamount of fluctuation in
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 trading in a particular contract or forcing the liquidation
of contractsat potentiallydisadvantageous times or prices. These circumstances could affect the level of theIndex and therefore
could affect adversely the value of your notes.
•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 are used tocalculate 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.
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•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 Indexmay be affected,
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 doesnot represent the actual historicalperformance of the Indexandhas not
beenverified by an independent third party. Hypothetical back-tested performance measures haveinherent limitations.
Hypotheticalback-tested performance is derived by means of the retroactive application of a back-tested model that has been
designed withthebenefit of hindsight. Alternative modellingtechniquesmight produce significantly different resultsand may prove
to bemore appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.
Thistype of information has inherent limitations and youshould carefully consider these limitations before placing reliance on such
information.
•OTHER KEY RISKS:
oTHE INDEX WAS ESTABLISHED ON FEBRUARY 11, 2022 AND MAY PERFORM IN UNANTICIPATED WAYS.
oHISTORICAL 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 "Risk Factors" section of the accompanying underlying supplement for more details regarding the above-listed
and other risks.
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Hypothetical Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January4, 2019 through February 4, 2022, and the historicalperformance of the Index based on the
weekly historical closing levels of the Index from February 11, 2022 through October 25, 2024. The Index was established on February
11, 2022, as represented by the vertical line in the following graph. All data to the left of that vertical line reflect hypothetical back-
tested performance of the Index. All data to the right of that vertical line reflect actualhistoricalperformance of the Index. The closing
level of the Index on October 28, 2024 was3,934.34. We obtained the closing levels above and below fromthe Bloomberg
Professional®service ("Bloomberg"), without independent verification.
The data for the hypotheticalback-tested performance of the Index set forth in the followinggraphare 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.
Thehypothetical back-tested andhistorical closing levels oftheIndexshould not be taken as an indication of future performance, and
no assurance can be given as to the closing level of the Indexon the Pricing Date orany Review Date.There can be no assurance
that the performance of theIndex will result in the return of any of your principal amount.
The hypothetical back-testedclosing levels of the Index have inherent limitations and havenot been verified by an independent third
party. These hypotheticalback-tested closing levels are determined bymeans of a retroactiveapplication of a back-tested model
designed withthebenefit of hindsight. Hypothetical back-tested results are neither anindicator nor a guarantee of 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-testedclosing levels of the Index set forth above.
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal incometax consequences of owning and disposing of notes.
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, asmorefully described in "Material U.S. FederalIncome Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement.Assuming this treatment is respected, the gain or loss on your notes should be treated aslong-
termcapitalgain or loss if youhold your notes for more than a year, whether or not you are an initial purchaser of notes at theissue
price. However, the IRS or acourt may not respect this treatment, in which casethetiming andcharacter of any income or losson the
notes could be materiallyandadversely affected. Inaddition, in 2007Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment of "prepaidforwardcontracts" and similar instruments.Thenotice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
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number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including anymandated
accruals) realizedbynon-U.S. investors should be subject to withholding tax; and whether these instruments are or should besubject
to the"constructive ownership" regime, which very generallycan operate to recharacterizecertain long-termcapital gain as ordinary
income and impose a notional interest charge. While the notice requestscomments on appropriate transition rulesand effectivedates,
any Treasury regulations or other guidancepromulgated after consideration of theseissues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. You should consult your taxadviser regarding the
U.S. federal incometax consequences of an investment in the notes, including possible alternative treatments and the issuespresented
by thisnotice.
Section 871(m) of the Code and Treasury regulations promulgatedthereunder ("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 tothenotes 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 thenotes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component withthesame maturityas the notes, valued using the internalfunding
rate described below, and (2) the derivative or derivatives underlyingtheeconomic 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 inthedetermination of the estimated valueof thenotes 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 internalfunding rate is based on certain market inputs and assumptions, whichmay prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for thenotes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes - The Estimated Value of the NotesIs Derived by Reference to anInternalFundingRate" in this
pricingsupplement.
The value of the derivative or derivativesunderlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These 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 estimatedvalue of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations for the notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect.On
futuredates, the value of thenotescould 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 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 costs include the selling commissions
paidto JPMS and other affiliated or unaffiliated dealers, theprojected 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
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hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss. A portionof the profits, if any, realized in hedging our obligations under the
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 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 over an initial predetermined period. These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. This initial predeterminedtime 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 to earn 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 LimitedTime Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work"and "Hypothetical Payout Examples" in thispricing supplementfor an illustration of therisk-return
profile of the notes and "The MerQubeUS Large-Cap Vol Advantage Index"in thispricing supplementfor 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 for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We 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 youwill be asked toaccept such changes inconnection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand 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 materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures or other educational materialsof
ours. Youshould carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectussupplement, the accompanying product supplement and the accompanyingunderlying supplementand in Annex A to the
accompanying prospectus addendum, as the notesinvolve risks not associated with conventional debt securities. We urge you to
consult your investment,legal, tax, accounting and other advisersbefore you invest in the notes.
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You may access these documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 5-II dated March 5, 2024:
•Prospectus supplement andprospectus, each dated April 13, 2023:
•Prospectus addendum dated June 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.