JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:46
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricingsupplement is notcompleteandmaybe changed. This preliminarypricing supplement is not an
offer to sell nor does it seek anoffer to buythese securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 30,2024
November , 2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-Idated April 13, 2023, underlyingsupplement no.1-IdatedApril13,2023, the prospectusand
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Uncapped Buffered Return Enhanced Notes Linked to
the S&P 500® Index due November 5, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes are designed for investors whoseek an uncapped return of at least 0.725 times any appreciation of the S&P 500®
Index, at maturity.
●Investors should be willing to forgo interest anddividend payments and be willing to lose up to 70.00% of their principal
amount at maturity.
●The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on orabout November 1, 2024 and are expected to settleon or about November 6, 2024.
●CUSIP: 48135VDF2
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, AnnexA to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securities commission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
-
$1,000
Total
$
-
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplement for information about thecomponents of theprice to publicof thenotes.
(2) Allsalesofthenoteswill bemade to certain fee-basedadvisory accountsforwhich an affiliated orunaffiliatedbroker-dealerisan
investmentadviser. These broker-dealers will forgo any commissions relatedto these sales.See "Plan of Distribution (ConflictsofInterest)"
in theaccompanyingproduct supplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$990.70 per $1,000principal amount
note. Theestimatedvalue ofthenotes, whenthe terms of thenotesareset, willbe providedinthepricing supplement and
will not be less than $980.00 per $1,000 principal amount note. See "The Estimated Valueof the Notes" in this pricing
supplement for additional information.
Thenotesare not bankdeposits, are not insured bytheFederalDeposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index:The S&P 500®Index (Bloomberg ticker: SPX)
Upside Leverage Factor:At least 0.725 (to be provided in the
pricingsupplement)
Buffer Amount:30.00%
Pricing Date:On or about November 1, 2024
Original Issue Date (Settlement Date):On or about
November 6, 2024
Observation Date*:November 2, 2026
Maturity Date*:November 5,2026
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date -Notes Linked to a
Single Underlying- Notes Linked to a Single Underlying
(Other Than a Commodity Index)" and "GeneralTerms of
Notes-Postponement of a Payment Date" in the
accompanying product supplement
Payment at Maturity:If the Final Valueisgreater than the Initial
Value, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor)
If theFinal Valueisequal to the Initial Value or isless than the
Initial Value byup to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If theFinal Valueisless than the Initial Value by more than the
Buffer Amount, your paymentat maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If theFinal Valueisless than the Initial Value by more than the
Buffer Amount, you will lose some or most 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 Observation
Date
PS-2 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturityon the noteslinked to a hypothetical Index.
The "total return" as used in this pricing supplement is the number, expressed asa percentage, that resultsfrom comparing the
payment at maturity per $1,000 principalamount note to $1,000. The hypothetical total returnsand paymentsset forthbelow assume
the following:
●an Initial Value of 100.00;
●an UpsideLeverage Factor of 0.725; and
●a Buffer Amount of 30.00%.
The hypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only andmaynot represent a likely actual Initial
Value. Theactual Initial Valuewill be the closinglevel of the Index on the Pricing Date and will be provided in the pricingsupplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "The Index" in
thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicable to apurchaser of the notes. The numbers appearing in the following table and
graphhave been rounded for ease of analysis.
Final Value
Index Return
Total Returnon the Notes
Payment at Maturity
180.00
80.00%
58.000%
$1,580.00
170.00
70.00%
50.750%
$1,507.50
160.00
60.00%
43.500%
$1,435.00
150.00
50.00%
36.250%
$1,362.50
140.00
40.00%
29.000%
$1,290.00
130.00
30.00%
21.750%
$1,217.50
120.00
20.00%
14.500%
$1,145.00
110.00
10.00%
7.250%
$1,072.50
105.00
5.00%
3.625%
$1,036.25
101.00
1.00%
0.725%
$1,007.25
100.00
0.00%
0.000%
$1,000.00
95.00
-5.00%
0.000%
$1,000.00
90.00
-10.00%
0.000%
$1,000.00
85.00
-15.00%
0.000%
$1,000.00
80.00
-20.00%
0.000%
$1,000.00
70.00
-30.00%
0.000%
$1,000.00
60.00
-40.00%
-10.000%
$900.00
50.00
-50.00%
-20.000%
$800.00
40.00
-60.00%
-30.000%
$700.00
30.00
-70.00%
-40.000%
$600.00
20.00
-80.00%
-50.000%
$500.00
10.00
-90.00%
-60.000%
$400.00
0.00
-100.00%
-70.000%
$300.00
PS-3 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
The following graph demonstratesthehypothetical payments at maturity onthenotes for a sub-set of Index Returns detailed in the
table above (-50% to 50%). There can be noassurance that the performance of the Index will result in the return of any of your principal
amount in excessof $300.00 per $1,000principal amount note, subject to the credit risksof JPMorgan Financial and JPMorgan Chase
& Co.
How the Notes Work
Upside Scenario:
If theFinal Valueisgreater than the Initial Value, investors will receive at maturity the $1,000 principalamount plus a return equal to the
Index Returntimesthe Upside Leverage Factor of at least 0.725.
●Assuming ahypothetical Upside Leverage Factor of 0.725, if theclosing level of the Index increases 10.00%, investors will receive
at maturity a return of 7.250%, or $1,072.50 per $1,000 principal amount note.
Par Scenario:
If theFinal Valueisequal to the Initial Value or isless than the Initial Value by up to the Buffer Amount of 30.00%, investors will receive
at maturity the principal amount of their notes.
Downside Scenario:
If theFinal Valueisless than the Initial Value by more than the Buffer Amount of 30.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value bymore than the Buffer Amount.
●For example, if the closing level of the Index declines 50.00%, investors will lose 20.00%of their principal amount and receive only
$800.00per $1,000 principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical payments shown above wouldlikely be lower.
PS-4 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the Final Value is less than the InitialValuebymore than 30.00%, you will
lose 1%of the principal amount of your notes for every 1% that the Final Value is lessthan the Initial Valuebymore than 30.00%.
Accordingly, under these circumstances, you will lose up to 70.00%of your principal amount at maturity.
●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 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 youunder the notes and you could lose your entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co.and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable tomake
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.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in thenotes. Itispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates whilethe
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & 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.
●LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which you maybe able to trade your notesis likely
to depend on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing tobuy thenotes. You
maynot be able to sell your notes. The notes are not designed to be short-term trading instruments. Accordingly, you should be
ableand willing to holdyour notesto 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 the estimated value of the notes and the
Upside Leverage Factor.
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated valueof the notesbecause costs associated with structuring and hedging the notesare included in
the originalissue price of the notes. These costsinclude the projected profits, if any, that our affiliatesexpect to realize for
assuming risks inherent in hedging our obligations under the notes and the estimated 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 pricing supplement.
PS-5 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potentialchanges tothat ratemay have an adverse effect on the termsof the notes and any
secondarymarket prices of the notes. See "The Estimated Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH 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 toyouin
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricingsupplement for additional information relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude projected hedging profits, if any, and estimated hedging costs that are
included in the original issue price of the notes. Asa result, the price, if any, at which JPMS will be willing to buy the notes from you
in secondary market transactions, if at all, is likely to be lower than theoriginal issue price. Any sale byyou prior to the Maturity
Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom the projected hedging profits, if any, estimated hedging costsand the level of
the Index. Additionally, independent pricing vendors and/or third party broker-dealersmaypublish a price for the notes, which may
also be reflected on customer account statements. Thisprice may bedifferent (higher or lower) than the price of the notes, if any,
at which JPMS may be willing to purchase your notes in thesecondarymarket. See "RiskFactors- 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.
The Index
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlyingsupplement.
PS-6 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
Historical Information
The following graph sets forth the historical performance of the Index based on the weeklyhistorical closing levelsof the Index from
January4, 2019 through October 25, 2024. Theclosing level of the Indexon October 29, 2024 was 5,832.92. We obtained the closing
levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to theclosing level of the Index on the Pricing Date or the Observation Date. There canbe no assurance that the performance of the
Index will result in the return of anyof your principal amount in excess of $300.00 per $1,000 principal amount note, subject to the
credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Historical Performance of the S&P 500® Index
Source: Bloomberg
Tax Treatment
In determining our reporting responsibilities, we intend to treat the notes for U.S. federal income taxpurposes as "open transactions"
that are not debt instruments,as described in the section entitled "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 no. 4-I. Based on the advice of Davis Polk & WardwellLLP, our special tax counsel, we believethat this is a reasonable
treatment,but that there are other reasonable treatments that the IRS or acourt may adopt, in which case the timing and character of
anyincome or loss on the notes could be materially andadversely affected.
No statutory, judicial or administrative authority directlyaddresses the characterization of the notes (or similar instruments) for U.S.
federal income tax purposes, and no rulingisbeing requested from the IRS with respect to their proper characterization and treatment.
Assuming that "open transaction" treatment is respected, the gain or loss on your notesshould be treatedaslong-term capital gain or
loss if you hold your notes formore than a year, whether or not you are an initial purchaser of the notesat the issue price. However, the
IRS or acourt may not respect the treatment of the notes as"open transactions," in which case the timing and character of any income
or losson the notes could be materiallyandadverselyaffected. For instance, the notescould be treatedascontingent payment debt
instruments, in which case the gain onyour notes would be treated asordinary income and you would be required to accrue original
issue discount on your notes in each taxable year at the "comparable yield," asdetermined byus, although we will not makeany
payment with respect to the notes until maturity.
PS-7 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forwardcontracts" and similar instruments. The notice focuses in particular on whether to require investorsin these instruments to
accrue income over the term of their investment. It also asksfor comments on a number of related topics, including the character of
income or loss with respect tothese instruments; the relevance of factors such as the nature of the underlying property towhichthe
instrumentsarelinked; thedegree, if any, to which income (including anymandated accruals) realized bynon-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issuescouldmaterially and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. You should review carefully the section entitled "Material U.S. Federal Income Tax
Consequences" in the accompanying product supplement and consult your taxadviser regarding the U.S. federal income tax
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 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 to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree withthis
determination. Section 871(m) iscomplex and its application maydependon your particular circumstances, including whether you enter
intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application of
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of thenotes set forth on the cover of this pricing supplement isequal to thesum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives 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 secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalue of the notesmaydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may be
based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higher issuance,operational
and ongoing liabilitymanagement costs of thenotesin comparison tothose costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which mayprove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The useof an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations- The Estimated Value of the Notes Is Derived by Reference to an
Internal Funding Rate" in thispricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputs such asthe traded market prices of comparablederivative instruments and on various
other inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes doesnot represent future values of the notes 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 the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondary market transactions.
PS-8 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with structuring and
hedging the notes are included in the originalissue price of the notes. These costsinclude the projectedprofits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under thenotes and the estimatedcost of hedgingour
obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control,
thishedging may result in a profit that ismore or less than expected, or it may result in a loss. A portion of the profits, if any, realizedin
hedging our obligations under the notes may be allowed to other affiliated or unaffiliateddealers, and we or one or moreof our affiliates
will retain any remaining hedging profits. See "Selected Risk Considerations- The Estimated Value of the Notes Will Be Lower Than
the Original Issue Price (Price to Public) of the Notes" in thispricingsupplement.
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 thecosts
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include projected hedging profits, if
any, and, in some circumstances, estimated hedgingcostsand our internal secondary market funding rates for structured debt
issuances. Thisinitialpredetermined time period is intended to be the shorter of six months and one-half of the statedterm of the notes.
The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn aprofit in connection with
our hedging activities, the estimated costs of hedging the notes and when these costs areincurred, as determined by ouraffiliates. See
"Selected Risk Considerations - The Value of the NotesasPublishedby JPMS (and Which May Be Reflected on Customer Account
Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investordemand for products that reflect the risk-returnprofile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-returnprofile
of thenotes and "The Index" in this pricing supplement for a description of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, 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 weaccept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or rejectanyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincludingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of the accompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-9 | Structured Investments
Uncapped BufferedReturn EnhancedNotesLinked to the S&P 500® Index
You may accessthesedocuments onthe SEC websiteat www.sec.gov asfollows (or if such addresshas changed, by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, orCIK, ontheSEC websiteis 1665650,and JPMorgan Chase & Co.'s CIK is19617. Asused inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.