JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 04:10
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
October, 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-IdatedApril 13,2023, theprospectus andprospectus supplement, each datedApril 13, 2023, and
the prospectus addendumdatedJune 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
CappedAccelerated Barrier Notes Linked to the Common
Stock of Southwest Airlines Co. due March 4, 2027
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek a return of 3.00timesany appreciation of the Reference Stock, up to a
maximum returnof at least 70.00%, at maturity.
•Investors should be willing to forgo interest anddividend payments and be willing to losesome or all of their principal
amount at maturity.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan 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., as guarantor of the notes.
•Minimum denominations of $1,000 and integral multiplesthereof
•Thenotes are expected to price on or about October 30, 2024 (the "Pricing Date") and are expected to settle on or about
November 4, 2024.The Strike Value has been determined by reference to theclosing price of oneshare of the
Reference StockonOctober29, 2024and not by reference to the closing price of one share of the Reference
Stock on the Pricing Date.
•CUSIP: 48135VBG2
Investing in the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement,Annex A tothe accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-3 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securitiescommission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
prospectussupplement, prospectus and prospectusaddendum.Any representation to the contraryisa criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds"in thispricing supplement for information 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 toother affiliated orunaffiliated dealers. Innoevent willtheseselling commissions exceed $4.70 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 $987.50per $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 $960.00 per $1,000principal amount note. See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not 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
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: Thecommon stock of Southwest Airlines
Co., par value$1.00 per share (Bloomberg ticker: LUV). We
refer to Southwest Airlines Co.as "Southwest."
Maximum Return: At least 70.00% (corresponding to a
maximum payment at maturity of at least $1,700.00 per $1,000
principal amount note) (to beprovided in the pricing
supplement)
Upside Leverage Factor: 3.00
Barrier Amount:85.00% of the Strike Value, which is$26.3755
Strike Date: October 29, 2024
Pricing Date: On or about October 30, 2024
Original Issue Date (Settlement Date): Onor about November
4, 2024
Observation Date*:March 1, 2027
Maturity Date*: March 4, 2027
* Subjectto postponement in theevent of amarket disruption event
and as described under"General Termsof Notes-Postponement
of a DeterminationDate -Notes Linkedtoa Single Underlying-
Notes Linkedto a SingleUnderlying (Other Than aCommodity
Index)"and "General Terms ofNotes -Postponement of a
Payment Date" in the accompanying product supplement
Payment at Maturity:
If theFinal Valueisgreater than the Strike Value, your payment
at maturityper $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × StockReturn × Upside Leverage Factor),
subject to theMaximum Return
If theFinal Valueisequal to the Strike Valueor is lessthan the
Strike Value but greater than or equalto the Barrier Amount,
you will receive the principal amount of your notesat maturity.
If theFinal Value isless than the Barrier Amount, your payment
at maturity per $1,000 principal amount note will becalculated
as follows:
$1,000 + ($1,000 ×Stock Return)
If the Final Value is less than the Barrier Amount, you will lose
more than 15.00%of your principal amount at maturity and
could loseallof your principal amount atmaturity.
StockReturn:
(Final Value - Strike Value)
Strike Value
Strike Value:Theclosing price of one share of the Reference
Stock on theStrike Date, which was$31.03. The Strike Value
is not the closing price of one share of the Reference Stock
on the Pricing Date.
Final Value:The closing price of one shareof the Reference
Stock on theObservation Date
Stock Adjustment Factor:The Stock Adjustment Factor is
referenced in determining the closing price of one shareof the
Reference Stock and is set equal to 1.0 on the Strike Date. The
Stock Adjustment Factor issubject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See "The Underlyings - Reference Stocks- Anti-
Dilution Adjustments" and "The Underlyings -Reference
Stocks -Reorganization Events" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
Supplemental Terms of the Notes
Any valuesof the Reference Stock, and any values derived therefrom, included in this pricing supplement may be corrected, in the
event of manifest error or inconsistency, by amendment of this pricingsupplement and the corresponding termsof the notes.
Notwithstandinganything to the contrary in the indenture governing the notes, that amendment will become effective without consent of
the holders of the notesor any other party.
Hypothetical Payout Profile
The following table and graph illustratethe hypothetical total return andpayment at maturityon the noteslinkedtoa hypothetical
Reference Stock. The "total return"as usedin this pricing supplement is thenumber, expressed as a percentage, that resultsfrom
comparing the payment at maturityper $1,000 principal amount note to $1,000.The hypotheticaltotal returnsandpaymentsset forth
below assume the following:
•a Strike Value of $100.00;
•a Maximum Return of 70.00%;
•an UpsideLeverage Factor of 3.00;and
•a Barrier Amount of $85.00 (equal to85.00% of the hypotheticalStrike Value).
The hypotheticalStrike Valueof $100.00 has been chosenfor illustrative purposes onlyand doesnot represent the actual Strike Value.
The actual Strike Valueisthe closing price of one shareof the Reference Stock on the Strike Date andisspecifiedunder "Key Terms
-Strike Value" in this pricingsupplement.For historical data regarding the actual closing prices of one shareof the Reference Stock,
please seethehistoricalinformationset forth under"The Reference Stock" in this pricingsupplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearingin the following tableand
graph have been rounded for ease of analysis.
Final Value
Stock Return
Total Returnon the Notes
Payment at Maturity
$220.0000
120.0000%
70.00%
$1,700.00
$200.0000
100.0000%
70.00%
$1,700.00
$180.0000
80.0000%
70.00%
$1,700.00
$165.0000
65.0000%
70.00%
$1,700.00
$150.0000
50.0000%
70.00%
$1,700.00
$140.0000
40.0000%
70.00%
$1,700.00
$130.0000
30.0000%
70.00%
$1,700.00
$123.3333
23.3333%
70.00%
$1,700.00
$120.0000
20.0000%
60.00%
$1,600.00
$110.0000
10.0000%
30.00%
$1,300.00
$105.0000
5.0000%
15.00%
$1,150.00
$101.0000
1.0000%
3.00%
$1,030.00
$100.0000
0.0000%
0.00%
$1,000.00
$95.0000
-5.0000%
0.00%
$1,000.00
$90.0000
-10.0000%
0.00%
$1,000.00
$85.0000
-15.0000%
0.00%
$1,000.00
$84.9900
-15.0100%
-15.01%
$849.90
$80.0000
-20.0000%
-20.00%
$800.00
$70.0000
-30.0000%
-30.00%
$700.00
$60.0000
-40.0000%
-40.00%
$600.00
$50.0000
-50.0000%
-50.00%
$500.00
$40.0000
-60.0000%
-60.00%
$400.00
$30.0000
-70.0000%
-70.00%
$300.00
$20.0000
-80.0000%
-80.00%
$200.00
$10.0000
-90.0000%
-90.00%
$100.00
$0.0000
-100.0000%
-100.00%
$0.00
PS-3| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
The following graph demonstratesthehypothetical payments at maturity on the notes for a rangeof Stock Returns. There can beno
assurance that the performance of the Reference Stock will result in the return of anyof your principal amount.
How the Notes Work
Upside Scenario:
If theFinal Valueisgreater than the Strike Value, investors will receive at maturity the$1,000 principal amount plusa return equal to
theStockReturn timesthe Upside Leverage Factor of 3.00, up to the Maximum Returnof at least 70.00%. Assuming a hypothetical
Maximum Return of 70.00%, an investor will realize themaximum payment at maturity at aFinal Value at or above approximately
123.3333% of the Strike Value.
•If the closing price of one share of the Reference Stock increases 5.00%, investors will receive at maturity a return equalto
15.00%, or $1,150.00 per $1,000 principal amount note.
•Assuming a hypotheticalMaximum Return of 70.00%, if theclosing price of one shareof the Reference Stock increases 100.00%,
investors will receive at maturity a return equal to the70.00% Maximum Return, or $1,700.00 per $1,000 principal amount note,
which isthe maximumpayment at maturity.
Par Scenario:
If theFinal Valueisequal to the Strike Value or is lessthan theStrike Valuebut greater than or equal to the Barrier Amount of 85.00%
of theStrike Value, investorswill receive at maturitythe principal amount of their notes.
Downside Scenario:
If the Final Value isless than theBarrier Amount of 85.00% of theStrike Value, investorswill lose 1% of the principal amount of their
notes for every 1% that the FinalValue is less than the Strike Value.
•For example, if theclosing price of one share of theReference Stock declines 60.00%, investors will lose60.00% of their principal
amount and receive only $400.00 per $1,000principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above wouldlikely be lower.
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 supplementandproduct supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the Final Valueisless than the Barrier Amount, you will lose 1% of the
principal amount of your notes for every 1% that the Final Value is less than the StrikeValue. Accordingly, under these
PS-4| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
circumstances, you will lose more than 15.00% of your principal amount at maturity andcould lose all of your principalamount at
maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of theReference Stock, which may be significant.
•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. Anyactual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythemarket 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.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary ofJPMorgan 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 thenotes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE-
If theFinal Valueisless than the Barrier Amount, the benefitprovided bytheBarrier Amount will terminate and you will be fully
exposed to any depreciation of theReference Stock.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE BARRIER
AMOUNT IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK IS VOLATILE.
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy thenotes. You may notbe able to sellyournotes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Maximum Return.
Risks Relating to Conflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay a varietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notes could result insubstantial 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 accompanying product
supplement.
PS-5| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
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 issueprice of the
noteswill exceed the estimated valueof the notesbecausecosts associated with selling,structuring andhedging 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 Value of 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 pricingsupplement.
•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 notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates'view of thefunding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixedincome
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rateand anypotential changes tothat ratemay havean adverse effect on the termsof the notes and any
secondarymarket prices of the notes.See"TheEstimated Valueof 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 toyou in
connection with any repurchases ofyour notesbyJPMS inan amount that willdecline 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 value of the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions,projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes.As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of thenotes during their term will be impacted by a number of economic and market factors, which
mayeitheroffset or magnify each other, asidefrom theselling commissions, projected hedgingprofits, if any, estimated hedging
costs and theprice of oneshare of the Reference Stock. Additionally, independent pricing vendors and/or third partybroker-
dealers may publish a price for thenotes, whichmay also be reflected oncustomer account statements.This price may be
different (higher or lower) than the price of thenotes, if any, at whichJPMS may be willing to purchaseyour notes in the secondary
market. See "Risk Factors-Risks Relating tothe Estimated Value and Secondary Market Pricesof theNotes - Secondary
market prices of the noteswill be impacted bymany economic and market factors" in the accompanying product supplement.
Risks Relating to theReference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independentlyverified any of the informationabout the Reference Stockissuer contained in this pricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
PS-6| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
•THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make anadjustment in response to all events thatcould affect the Reference Stock.The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
anydiluting or concentrative effect, but thecalculation agent is under no obligation to dosoor to consider your interests as a
holder of the notes in making these determinations.
PS-7| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
The Reference Stock
All information contained herein on the Reference Stock and on Southwest is derived frompublicly available sources, without
independent verification. According to its publicly available filings withthe SEC, Southwest operatesa passenger airline that provides
scheduled air transportation in the United States and near international markets. Thecommon stockof Southwest, par value$1.00 per
share (Bloomberg ticker: LUV), is registered under the Securities Exchange Act of 1934, asamended, which we refer to as the
Exchange Act, and is listed on the New York Stock Exchange, which we refer to as the relevant exchange for purposesof Southwest in
the accompanying product supplement. Information provided to or filed with the SEC by Southwest pursuant to the Exchange Actcan
be located by reference to the SEC filenumber 001-07259, and can be accessed through www.sec.gov.Wedo not make any
representation that these publiclyavailable documents are accurate or complete.
Historical Information
The following graph setsforththe historical performance of theReference Stockbased on the weekly historical closing prices of one
share of theReference Stock fromJanuary4, 2019 through October 25, 2024. The closing price of one share of the Reference Stock
on October 29, 2024 was $31.03. We obtained the closingprices above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification.Theclosing pricesabove and below mayhave been adjustedby Bloomberg for
corporateactions, such as stocksplits, public offerings, mergers and acquisitions, spin-offs, delistingsand bankruptcy.
The historical closing prices of one shareof the Reference Stockshould not be taken as an indicationof futureperformance, and no
assurance canbe given as totheclosing price of one shareof the Reference Stockon theObservation Date.There canbe no
assurance that the performance of the Reference Stock will result in the return of anyof your principalamount.
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 notesas "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income 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 arean initial purchaser of notes at the issue
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 "prepaid forwardcontracts" and similar instruments.Thenotice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including any mandated
accruals) realizedbynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should be subject
PS-8| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
to the"constructiveownership" regime, which very generallycan operate to recharacterize certain long-termcapital gain as ordinary
income and impose a notional interest charge. While the notice requestscomments onappropriate transition rulesand effective dates,
any Treasury regulations or other guidancepromulgated after consideration of theseissues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. Youshould consult your taxadviser regarding the
U.S. federal incometax consequences of an investment in the notes, including possible alternative treatments and the issuespresented
by thisnotice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemedpaid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is 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 should consult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-incomedebt component withthesame maturityasthe notes, valued using the internal funding
ratedescribed 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 in the determination of the estimated valueof the notesmay differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybebased on, among other things, ourand our affiliates'view of the funding value of the notesas well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary 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 anInternalFunding Rate"in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value 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.
Theestimated valueof the notesdoes not represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less thanthe estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect.On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated value of the noteswill be lower than the original issue price of the notes because costs associatedwith selling,
structuring and hedging the notes are included in the originalissue price of the notes.These costs include the sellingcommissions
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
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any,realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
PS-9| Structured Investments
Capped AcceleratedBarrier Notes Linked to theCommon Stock of
Southwest AirlinesCo.
profits.See "Selected Risk Considerations-Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes-The
Estimated Value of the NotesWill BeLower Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes - Secondary market prices of the notes will be impacted bymany
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes will be 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 costs can includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be 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 LimitedTime Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile andmarket exposure provided by the
notes.See"Hypothetical Payout Profile"and "How the Notes Work" in this pricing supplementfor an illustration of the risk-return profile
of thenotes and"The Reference Stock"in this pricing supplementfor adescription of the market exposure providedbythe notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissions paid toJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying theapplicable
agent.Wereservethe 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 to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplementtogether with theaccompanyingprospectus, as supplemented by theaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained inthe accompanyingproduct supplement.Thispricing supplement, together
with the documents listed below, contains the termsof the notes andsupersedes all other prior or contemporaneous oralstatements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours.Youshould carefullyconsider, among
other things, the matters set forth in the"Risk Factors"sections of theaccompanying prospectus supplementandthe accompanying
product supplementandin Annex A to the accompanyingprospectus addendum, as the notesinvolve risks not associated with
conventional debt securities.We urge you to consult your investment, legal, tax, accounting and other advisers beforeyou invest inthe
notes.
Youmay access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewing our
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Prospectus supplement and prospectus, 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.