JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:22
Primary Offering Prospectus - Form 424B2
The information in this preliminarypricing supplement is not complete and may be changed. This preliminarypricing supplement is not an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated October 31, 2024
November, 2024 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 5-II dated March 5, 2024, the prospectus and
prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase FinancialCompany LLC
Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol
Advantage Index due November 28, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the closing
levelof the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index,is at or above theCall Value.
●The earliest date on which an automatic call may be initiated is December 1, 2025.
●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 70.00% of their principal
amount at maturity.
●The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM, Series 1
(the "QQQ Fund") is subject to a notional financing cost. These deductions will offset any appreciation of the
components of the Index, will heighten any depreciation of those components and will generally be a drag on the
performance of the Index. The Indexwill trail the performance of an identical indexwithout such deductions. See
"Selected Risk Considerations -Risks Relating to the Notes Generally -The Level of the Index Will Include a 6.0%
per Annum Daily Deduction" and "Selected Risk Considerations - Risks Relating to the Notes Generally -The
Level of the Index Will Include the Deductionof a Notional Financing Cost" in this pricing supplement.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fullyand unconditionally guaranteed 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 multiples thereof
●The notes are expected to price on or about November 22, 2024 and are expected to settle on or about November 27, 2024.
●CUSIP: 48135VDE5
Investingin the notes involves a number ofrisks. 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 on page US-4 of the accompanying underlying supplement and
"Selected Risk Considerations" beginning on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved ofthe
notes or passed upon the accuracyor the adequacyof this pricing supplement or the accompanying product supplement, underlying
supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contraryis a criminaloffense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it
receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $10.00 per $1,000 principal
amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $942.10 per $1,000 principal amount note.
The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement andwill not
be less than $900.00 per $1,000 principal amount note. See "The Estimated Value of the Notes"in this pricing supplement for
additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and
are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
whollyowned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The MerQube US Tech+ Vol Advantage Index (Bloomberg
ticker: MQUSTVA). The level of the Index reflects a deduction of
6.0% per annum that accrues daily, and the performance of the
QQQ Fund is subject to a notional financing cost that accrues
daily.
Call Premium Amount: The Call Premium Amount with respect
to each ReviewDate is set forth below:
●first Review Date:at least 21.85% × $1,000
●second Review Date: at least 43.70% × $1,000
●third Review Date:at least 65.55% × $1,000
●fourth ReviewDate:at least 87.40% × $1,000
●final ReviewDate: at least 109.25% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: 100.00% of the Initial Value
Buffer Amount: 30.00%
Pricing Date:On or about November 22, 2024
Original Issue Date (Settlement Date): On or about November
27, 2024
Review Dates*: December 1, 2025, November 23, 2026,
November 22, 2027, November 22, 2028 and November 23, 2029
(final ReviewDate)
Call Settlement Dates*: December 5, 2025, November 27, 2026,
November 26, 2027, November 28, 2028 and the MaturityDate
Maturity Date*:November 28, 2029
Automatic Call:
If the closing level of the Index on any ReviewDate is greater than
or equal to the Call Value, the notes will be automatically called for
a cash payment, for each $1,000 principal amount note, equal to
(a) $1,000 plus (b) the Call Premium Amount applicable to that
ReviewDate, payable on the applicable Call Settlement Date. No
further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
is less than the Initial Value by up to the Buffer Amount, you will
receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Final Value
is less than the Initial Value by more than the Buffer Amount, your
payment at maturity per $1,000 principal amount note will be
calculatedas follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the notes have not been automatically called and the Final Value
is less than the Initial Value by more than theBuffer 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 Index on the Pricing Date
Final Value: The closing level of the Index on the final Review
Date
* 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 underlying supplement and
"General Terms of Notes -Postponement of a Payment Date" in
the accompanying product supplement
PS-2 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
The MerQube US Tech+ Vol Advantage Index
The MerQube US Tech+ Vol Advantage Index (the "Index") was developed by MerQube(the "Index Sponsor" and "Index Calculation
Agent"), in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the Index Calculation
Agent. The Indexwas established on June22, 2021. An affiliate of ours currently has a 10% equity interest in the Index Sponsor, with
a right to appoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor.
Since February 9, 2024 (the "Amendment Effective Date"), the underlyingasset to which the Index is linked (the "Underlying Asset")
has been an unfunded position in the QQQ Fund, calculated as the excess of the total return of the QQQFund over anotional financing
cost. Prior to the Amendment Effective Date, the Underlying Asset was an unfunded rolling position in E-Mini Nasdaq-100 futures (the
"Futures Contracts").
The investment objective of the QQQ Fund is to seek to track the investment results, before fees and expenses, of the Nasdaq-100
Index®. For more information about the QQQ Fund and the Nasdaq-100 Index®, see "Background on the Invesco QQQ TrustSM, Series
1" and "Background on the Nasdaq-100 Index®," respectively, in the accompanying underlying supplement.
The Index attempts to provide a dynamic rules-based exposure to the Underlying Asset,while targeting a level of implied volatility, with
a maximum exposure to the Underlying Asset of 500% and a minimum exposure to the Underlying Asset of 0%. The Index is subject to
a 6.0% per annum dailydeduction, and the performance of the Underlying Asset is subject to a notional financing cost deducted daily.
On each weekly Index rebalance day, the exposure to the Underlying Asset is set equal to (a) the 35% implied volatility target (the
"target volatility") divided by (b) the one-week implied volatility of the QQQ Fund, subject to a maximum exposure of 500%. For
example, if the implied volatility of the QQQ Fund is equal to 17.5%, the exposure to the Underlying Asset will equal 200% (or 35% /
17.5%) and if the implied volatility of the QQQ Fund is equal to 40%, the exposure to the Underlying Asset will equal 87.5% (or 35% /
40%). The Index's exposure to the Underlying Asset will be greater than 100% when the implied volatility of the QQQ Fund is below
35%, and the Index's exposure to the Underlying Asset will be less than 100% when the implied volatility of the QQQ Fund is above
35%. In general, the Index's target volatility feature is expected to result in the volatilityof the Index being more stable over time than if
no target volatility feature were employed. No assurance can be provided that the volatility of the Index will be stable at any time. The
Index uses the implied volatility of the QQQ Fund as a proxy for the realized volatilityof the Underlying Asset.
The Index tracks the performance of the QQQ Fund, with distributions, if any, notionally reinvested, less the daily deduction of a
notional financing cost. The notional financing cost is intended to approximate the cost of maintaining a position in the QQQ Fund
using borrowed funds at a rate of interest equal to SOFR plus a spread of 0.50% per annum. SOFR, the Secured Overnight Financing
Rate, is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. The Index is an
"excess return" index and not a "total return" index because, as part of the calculation of the level of the Index, the performance of the
QQQ Fund is reduced by thenotional financing cost. The notional financing cost has been deducted from the performance of the QQQ
Fund since the Amendment Effective Date.
The 6.0% per annum dailydeduction and the notional financing cost will offset any appreciation of the Underlying Asset,will heighten
any depreciation of the Underlying Asset and will generallybe a drag on the performance of the Index. The Indexwill trail the
performance of an identical index without such deductions.
Holding the estimated value of the notes and market conditions constant, the Call Premium Amounts, the Buffer Amount and the other
economic terms available on the notes are more favorable to investors than the terms that would be available ona hypothetical note
issued byus linked to an identical indexwithout a daily deduction. However, there can be no assurance that anyimprovement in the
terms of the notes derived from the daily deduction will offset the negative effect of the dailydeduction on the performance of the
Index. The return on the notes may be lower than the return on a hypothetical note issued by us linked to an identical index without a
dailydeduction.
The dailydeduction and the volatilityof 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 dailydeduction and volatility of the Index are two of the inputs our
affiliates' internal pricing models use to value the derivative or derivatives underlying the economic terms of the notes forpurposes of
determining the estimated value of the notes set forth on the cover of this pricing supplement. The daily deductionwill effectively
reduce the value of the derivative or derivatives underlying the economic terms of the notes. See "The Estimated Value of the Notes"
and "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes" in this pricing
supplement.
The Index is subject to risks associated with the use of significant leverage. The notional financing cost deducted daily will
be magnified by any leverage provided by the Index. In addition, the Index may be significantly uninvested on any given day,
and, in that case, will realize only a portion of any gains due to appreciation of the Underlying Asset on that day. The index
deduction is deducted daily at a rate of 6.0% per annum, even when the Index is not fully invested.
PS-3 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
No assurance can be given that the investment strategy used to construct the Indexwill achieve its intended results or that
the Indexwill be successful or will outperform anyalternative index or strategy that might reference the Underlying Asset.
For additional information about the Index, see "The MerQube Vol Advantage Index Series" in the accompanyingunderlying
supplement.
PS-4 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
Supplemental Terms of the Notes
Any values of the Index, and any values derived therefrom, included in this pricing supplement maybe corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment willbecome effective without consent of the holders of
the notes or any other party.
Howthe Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that ReviewDate.
No further payments will be made on the notes.
ReviewDates
Automatic Call
The closing level of the
Index is greater than or
equal to the Call Value.
The closing level of the
Index is less than the
Call Value.
Call
Value
Compare the closing level of the Index to the Call Value on each ReviewDate until anyearlier automatic call.
The notes will not be automatically called. Proceed to the next ReviewDate, if any.
No Automatic Call
ReviewDates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Final ReviewDatePayment at Maturity
The Final Value is less than the Initial Value byup
to the Buffer Amount.
You will receive:
$1,000 + [$1,000 ×(IndexReturn +
Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
The Final Value is less than the InitialValue by
more than the Buffer Amount.
PS-5 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
Call Premium Amount
The table belowillustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each ReviewDate based on the
minimum Call Premium Amounts set forth under "Key Terms -Call Premium Amount" above.The actual Call Premium Amounts will
be provided in the pricing supplement and will not be less than the minimum Call Premium Amounts set forth under "Key Terms -Call
Premium Amount."
ReviewDate
Call Premium Amount
First
$218.50
Second
$437.00
Third
$655.50
Fourth
$874.00
Final
$1,092.50
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to a hypothetical Index, assuming a range of performances for the
hypothetical Index on the Review Dates.
In addition, the hypothetical payments set forth belowassume the following:
●an Initial Value of 100.00;
●a Call Value of 100.00 (equal to 100.00% of the hypothetical Initial Value);
●a Buffer Amount of 30.00%; and
●the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under "Key Terms - Call Premium
Amount" above.
The hypotheticalInitial Value of 100.00 has been chosen for illustrative purposes onlyand may not represent a likely actual Initial
Value. The actual Initial Value will be the closing level of theIndex on the Pricing Date and will be provided in the pricing supplement.
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 this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes onlyand may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes are automatically called on the first Review Date.
Date
Closing Level
First Review Date
110.00
Notes are automatically called
Total Payment
$1,218.50 (21.85% return)
Because the closing level of the Index on the first ReviewDate is greater than or equal to the Call Value, the notes will be automatically
called for a cash payment, for each $1,000 principal amount note, of $1,218.50 (or $1,000 plus the Call Premium Amountapplicable to
the first ReviewDate), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Example 2 - Notes are automatically called on the final Review Date.
Date
Closing Level
First Review Date
90.00
Notes NOT automatically called
Second ReviewDate
75.00
Notes NOT automatically called
Third through Fourth
ReviewDates
Less than Call Value
Notes NOT automatically called
Final ReviewDate
280.00
Notes are automatically called
Total Payment
$2,092.50 (109.25% return)
Because the closing level of the Index on the final ReviewDate is greater than or equal to the Call Value, the notes will be automatically
called for a cash payment, for each $1,000 principal amount note, of $2,092.50 (or $1,000plus the Call Premium Amount applicable to
the final ReviewDate), payable on the applicable Call Settlement Date, which is the Maturity Date.
PS-6 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
Example 3 - Notes have NOT been automatically called and the Final Value is less than the Initial Value by up to the Buffer
Amount.
Date
Closing Level
First Review Date
90.00
Notes NOT automatically called
Second ReviewDate
85.00
Notes NOT automatically called
Third through Fourth
ReviewDates
Less than Call Value
Notes NOT automatically called
Final ReviewDate
90.00
Notes NOT automatically called; Final Value is less than the Initial
Value byup to the Buffer Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value is less than the Initial Value byup to the Buffer Amount, the
payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example 4 - Notes have NOT been automatically called and the Final Value is less than the Initial Value by more than the
Buffer Amount.
Date
Closing Level
First Review Date
80.00
Notes NOT automatically called
Second ReviewDate
70.00
Notes NOT automatically called
Third through Fourth
ReviewDates
Less than Call Value
Notes NOT automatically called
Final ReviewDate
40.00
Notes NOT automatically called; Final Value is less than the Initial
Value by more than the Buffer Amount
Total Payment
$700.00 (-30.00% return)
Because the notes have not been automatically called, the Final Value is less than the Initial Value bymore than the Buffer Amount and
the Index Return is -60.00%, the payment at maturitywill be $700.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 30.00%)]= $700.00
The hypothetical returns and hypothetical payments on the notes shown above applyonly if 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
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the"Risk Factors" sections of the
accompanying prospectus supplement, product supplement and underlying supplement and in Annex A to the accompanying
prospectus addendum.
Risks Relating to the Notes Generally
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN ALOSS -
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value is less than
the Initial Value by more than 30.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is
less than the Initial Value by more than 30.00%. Accordingly, under these circumstances, you will lose up to 70.00% of your
principal amount 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. As a result, the level of the Indexwill trail the value of an identically
constituted synthetic portfolio that is not subject to any such deduction.
This deduction will place a significant drag on the performance of the Index, potentiallyoffsetting positive returns on the Index's
investment strategy, exacerbating negative returns of its investment strategyand causing the level of the Index to decline steadilyif
the return of its investment strategy is relatively flat. The Index will not appreciate unless the return of its investment strategy is
PS-7 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
sufficient to offset the negative effects of this deduction, and then only to the extent that the return of its investment strategyis
greater than this deduction. As a result of this deduction, the level of the Index may decline even if the return of its investment
strategyis otherwise positive.
The dailydeduction is one of the inputs our affiliates' internal pricing models use to value the derivative or derivatives underlying
the economic terms of the notes for purposes of determining the estimated value 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 Secondary Market Prices of
the Notes" in this pricing supplement.
●THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A NOTIONAL FINANCING COST-
Since the Amendment Effective Date, the performance of the Underlying Asset has been subject to a notional financing cost
deducted daily.The notional financing cost is intended to approximate the cost of maintaining a position in the QQQ Fund using
borrowed funds at a rate of interest equal to the daily SOFR rate plus a fixed spread.The actual cost of maintaining a position in
the QQQ Fund at any time maybe less than the notional financing cost.As a result of this deduction, the level of the Index will trail
the value of an identically constituted synthetic portfolio that is not subject to any such deduction.
●CREDIT RISKS OF JPMORGAN FINANCIALAND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Anyactual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value 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 lose your entire investment.
●ASAFINANCE 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 the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantiallyall of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans madeby us to
JPMorgan Chase & Co. or under other intercompanyagreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as 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 to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with allother unsecured andunsubordinated 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 anyappreciation of the Index, which may be significant. You will not participate in any appreciation of the Index.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT-
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
levelof 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 this pricing supplement.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE QQQ FUND OR THE SECURITIES HELD BY THE QQQ FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE QQQ FUND OR THOSE SECURITIES.
●JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THATARE 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 merits of investing in the notes, the Index and the components of the Index.
PS-8 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
●LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes.You maynot be able to sell your notes.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 notes based on theminimums for the estimated value of the notes and the
Call Premium Amounts.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes.In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentiallyadverse to your interests as an investor in the notes.It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines.Please refer to "Risk Factors -Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
An affiliate of ours currently has a 10% equity interest in the Index Sponsor, with a right to appoint an employee of JPMS, another
of our affiliates, as a member of the board of directors of the Index Sponsor. The Index Sponsor can implement policies, make
judgments or enact changes to the Index methodology that could negatively affect 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 respective employees are under 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 role of
an employee of JPMS as a member of the board of directors of the Index Sponsor.
In addition, JPMS workedwith the Index Sponsor in developing the guidelines and policies governing the composition and
calculation of the Index. Although judgments, policies anddeterminations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS, ultimately controls JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positiveor negative, on the level of 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 in developing the guidelines and policies governing the
Index or making judgments that may affect the level of the Index.
Risks Relating to the Estimated Value and SecondaryMarket 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 anestimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs 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 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 NOTESDOES 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 NOTESIS DERIVED BY REFERENCE TOAN 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 maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
bebased on, among other things, our and our affiliates' viewof thefunding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is basedon certain market inputs andassumptions, 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 potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
PS-9 | Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THANTHE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generally expect that some of the costs included in the original issue price of the notes will bepartially paid back to you in
connection with any repurchases of your notes by JPMS in an amount thatwill decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes"in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period maybe lower than the value of the notes as published by
JPMS (and which maybe shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original 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 secondary market prices mayexclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original 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 secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to
the MaturityDate could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted bya number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers maypublish a price for
the notes, which mayalso be reflected on customer account statements. This price maybe different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchaseyour notes in the secondary market. See "Risk Factors -
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Index
●THE INDEX SPONSOR MAY ADJUST THE INDEX IN AWAY THAT AFFECTS ITS LEVEL, AND THE INDEX SPONSOR HAS
NO OBLIGATION TO CONSIDER YOUR INTERESTS-
The Index Sponsor is responsible for maintaining the Index. The Index Sponsor can add, delete or substitute the components of
the Index or make other methodological changes that could affect the level of the Index. The Index Sponsor has no obligation to
consider your interests in calculating or revising the Index.
●THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED
IN RESPECT OF THE UNDERLYING ASSET -
No assurance can be given that the investment strategy on which the Index is based will be successful or that the Index will
outperform any alternative strategy that might be employed with respect to the Underlying Asset.
●THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY-
No assurance can be given that the Indexwill maintain an annualized realized volatility that approximates its target volatility of
35%. The Index's target volatility is a level of implied volatility and therefore the actual realized volatility of the Index may be
greater or less than the target volatility. On each weekly Index rebalance day, the Index's exposure to the Underlying Assetis set
equal to (a) the 35% implied volatility target dividedby (b) the one-week implied volatility of the QQQ Fund, subject to a maximum
exposure of 500%. The Index uses the implied volatility of the QQQ Fund as a proxy for the realized volatilityof the Underlying
Asset. However, there is no guarantee that the methodologyused by the Index to determine the implied volatilityof the QQQ Fund
will be representative of the realized volatility of the QQQ Fund. The volatilityof the Underlying Asset on any day maychange
quicklyand unexpectedly and realized volatility may differ significantly from implied volatility. In general, over time, the realized
volatilityof the QQQ Fund has tended to be lower than its implied volatility; however, at any time that realized volatility may exceed
its implied volatility, particularly during periods of market volatility. Accordingly, the actual annualized realized volatilityof the Index
may be greater than or less than the target volatility, which may adversely affect 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 weekly Index rebalance day, the Index will employ leverage to increase the exposure of the Index to the Underlying Asset if
the implied volatilityof the QQQ Fund is below35%, subject to a maximum exposure of 500%. Under normal market conditions in
the past, the QQQ Fund has tended to exhibit an implied volatilitybelow 35%. Accordingly, the Index has generally employed
PS-10| Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
leverage in the past, except during periods of elevated volatility. When leverage is employed, any movements in the prices of the
Underlying Asset will result in greater changes in the level of the Index than if leverage were not used. In particular, the use of
leverage will magnify anynegative performance of the Underlying Asset, which, in turn, would negatively affect the performance of
the Index. Because the Index's leverage is adjusted onlyon a weekly basis, in situations where a significant increase in volatility is
accompanied by a significant decline in theprice of the Underlying Asset, the level of the Index may decline significantly before the
following Index rebalance day when the Index's exposure to the Underlying Asset would be reduced. In addition, the notional
financing cost deducted daily will be magnified by any leverage provided by the Index.
●THE INDEX MAY BE SIGNIFICANTLY UNINVESTED-
On a weekly Index rebalance day, the Index's exposure to the Underlying Asset will be less than 100% when the implied volatility
of the QQQ Fund is above 35%. If the Index's exposure to the Underlying Asset is less than 100%, the Index will not be fully
invested, and anyuninvested portion will earn no return. The Index maybe significantly uninvested on any given day, and will
realize onlya portion of any gains due to appreciation of the Underlying Asset on any such day. The 6.0% per annum deduction is
deducted daily, even when the Index is not fully invested.
●AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES -
Some of the equity securities held by the QQQ Fund are issued by non-U.S. companies. Investments in securities linked to the
value of such non-U.S. equitysecurities involve risks associated with the home countries of the issuers of those non-U.S. equity
securities. The prices of securities issued by non-U.S. companies maybe affected by political, economic, financial and social
factors in the home countries of those issuers, or global regions, including changes in government, economic and fiscal policies
and currency exchange laws.
●THERE ARE RISKS ASSOCIATED WITH THE QQQ FUND -
The QQQ Fundis subject to management risk, which is the risk that the investment strategies of the QQQ Fund's investment
adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These
constraints could adversely affect the market price of the shares of the QQQ Fund and, consequently, the value of the notes.
●THE PERFORMANCE AND MARKET VALUE OF THE QQQ FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY,MAY NOT CORRELATE WITH THE PERFORMANCE OF THE QQQ FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
The QQQ Fund does not fully replicate its underlying index and may hold securities different from those included in its underlying
index. In addition, the performance of the QQQ Fundwill reflect additional transaction costs and fees that are not included in the
calculation of its underlying index. All of these factors maylead to a lack of correlation between the performance of the QQQ Fund
and its underlying index. In addition, corporate actions with respect to the equity securities underlying the QQQ Fund (such as
mergers and spin-offs) may impact the variance between the performances of the QQQ Fund and its underlying index. Finally,
because the shares of the QQQ Fund are traded on a securities exchange and are subject to market supply and investor demand,
the market value of one share of the QQQ Fund may differ from the net asset value per share of the QQQ Fund.
During periods of market volatility, securities underlying the QQQ Fund may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of the QQQ Fund and the liquidity of the QQQ
Fund may be adversely affected. This kind of market volatility mayalso disrupt the abilityof market participants to create and
redeem shares of the QQQ Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market
participants are willing to buy and sell shares of the QQQ Fund. As a result, under these circumstances, the market value of shares
of the QQQ Fund may vary substantially from the net asset value per share of theQQQ Fund. For all of the foregoing reasons, the
performance of the QQQ Fund maynot correlatewith the performance of its underlying index as well as the net asset value per
share of the QQQ Fund, which could materially and adversely affect the value of the notes in the secondary market and/or reduce
any payment on the notes.
●HYPOTHETICAL BACK-TESTED DATARELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATAAND
ARE SUBJECT TO INHERENT LIMITATIONS, AND THE HISTORICAL AND HYPOTHETICAL BACK-TESTED
PERFORMANCE OF THE INDEX ARE NOT INDICATIONS OFITS FUTURE PERFORMANCE -
The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Data and Historical Information"
in this pricing supplement is purely theoretical and does not represent the actual historical performanceof the Index and has not
been verified by an independent third party. Hypothetical back-tested performance measures have inherent limitations.
Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested model that has been
designed with the benefit of hindsight. Alternative modelling techniques might produce significantly different results and mayprove
to be more appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.
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Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
This type of information has inherent limitations, and you should carefully consider these limitations before placing reliance on such
information.
In addition, the QQQ Fund replaced the Futures Contracts as the Underlying Asset on the Amendment Effective Date. No
assurance can be provided that the QQQ Fund is an appropriate substitute for the Futures Contracts. This replacement may
adversely affect the performance of the Index and the value of the notes, as the QQQ Fund, subject to a notional financing cost,
may perform worse, perhaps significantlyworse, than theFutures Contracts. The Index lacks any operating historywith the QQQ
Fund as the Underlying Asset prior to the Amendment Effective Date and may perform in unanticipatedways. Investors in the
notes should bear this difference in mind when evaluating the historical and hypothetical back-tested performance shown in this
pricing supplement.
●OTHER KEY RISK:
oTHE INDEX WAS ESTABLISHED ON JUNE 22, 2021 AND MAY PERFORM IN UNANTICIPATED WAYS.
Please refer to the "Risk Factors" section of the accompanying underlying supplement for more details regarding the above-listed and
other risks.
PS-12| Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
Hypothetical Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested performance of the Indexbased on the hypothetical back-tested weekly
closing levels of the Index from January4, 2019 through June 18, 2021, and the historical performance of the Index based on the
weekly historical closing levels of the Index from June 25, 2021 through October 25, 2024.The Index was established on June 22,
2021, 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 actual historical performance of the Index. The closing level of
the Index on October 29, 2024 was 11,619.32. We obtained the closing levels above and below from the Bloomberg Professional®
service ("Bloomberg"), without independent verification.
The data for the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not
represent the actual historical performance 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,
and the Historical and Hypothetical Back-Tested Performance of the Index Are Not Indications of Its Future Performance" above.
The hypothetical back-tested and 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 any ReviewDate.There can be 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.
The hypothetical back-tested closing levels of the Indexhave inherent limitations and have not been verified by an independent third
party. These hypothetical back-tested closing levels are determined by means of a retroactive application of a back-tested model
designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No
representationis made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling
techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more
appropriate and that might differ significantly from the hypothetical back-tested closing 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 with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in theopinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instruments for 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 Treatedas 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 as long-
term capital gain or loss if youhold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court maynot respect this treatment, in which case the timing and character of any income or loss on the
notes could be materiallyand adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses inparticular on
PS-13| Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
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 incomeor loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the "constructive ownership" regime, which verygenerally 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 issues could materially and adverselyaffect the
tax consequences of an investment in the notes, possiblywith retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possiblealternative treatments and the issues presented
by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid 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 from thescope of 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 tax purposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS maydisagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other 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 tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying theeconomic terms of the notes. The estimated value of the
notes does not represent a minimum price atwhich JPMS would be willing to buyyour notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Anydifference
may be 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 ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is basedon certain market inputs and assumptions, which mayprove
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 potential changes to that rate may 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 Prices of the Notes -The Estimated Value of the Notes Is Derived byReference to an InternalFundingRate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some ofwhich are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptionsabout future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes areset basedonmarket conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and maydiffer from others' estimates. Different pricing
models and assumptions could 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 future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buynotes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because
PS-14| Structured Investments
Review Notes Linked to the MerQube US Tech+ Vol Advantage Index
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations -Risks Relating to the Estimated Value and 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" 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 Prices of the Notes - Secondarymarket prices of the notes will be impacted by many
economic and market factors"in the accompanying product supplement. In addition, we generallyexpect that some of the costs
included in the original issue price of the notes will bepartially paid back to you in connectionwith any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
determined byour affiliates. See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See"How the Notes Work"and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The MerQube US Tech+ Vol Advantage Index" in this pricing supplement for a description of the market
exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS 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 the notes, plus the estimatedcost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou andyou will be asked to accept such changes in connectionwith your purchase.
You may also choose to reject such changes, in which casewe may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, theaccompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as anyother written materials including preliminaryor indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, amongother things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement, the accompanying product supplementand the accompanying underlying supplement and in Annex A to the
accompanying prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at 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 and prospectus, each dated April 13, 2023:
●Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.