JPMorgan Chase & Co.
JPMorgan Chase & Co.
01/11/2024 | Press release | Distributed by Public on 01/11/2024 10:28
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion dated October 31,2024
October ,2024 RegistrationStatement Nos. 333-270004 and333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no.4-I dated April 13,2023, underlyingsupplement no. 1-I dated April 13,2023, theprospectus and
prospectus supplement, each dated April 13,2023,andthe prospectusaddendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Callable Contingent Interest Notes Linked to the Lesser
Performingof the EURO STOXX 50® Index and the iShares®
MSCI EAFE ETFdue November 4, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseeka Contingent Interest Payment with respect to eachmonthly Review Date
for which the closingvalueof each of the EURO STOXX 50® Index and the iShares®MSCI EAFE ETF, which we refer to
as the Underlyings, is greater than or equal to 70.00% of itsStrike Value, which we refer to as an Interest Barrier.
•The notes may be redeemed early, in whole but not in part, at our option onany of thequarterly Optional Call Payment
Dates.
•The earliest dateon which thenotes may be redeemed early isMay5, 2025.
•Investors should be willing toaccept the riskof losing up to 85.00%of their principal and the risk that no Contingent
Interest Payment may bemade with respect tosome or allReview Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co.Any
payment on the notes is subject to the credit risk of JPMorganFinancial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linkedto abasket composed of the Underlyings.Payments on the notesare linked to the
performance of each of the Underlyings individually, asdescribed below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes are expected to price on or about October 31, 2024 (the "Pricing Date") and areexpected to settle on or about
November 5, 2024.The Strike Valueof each Underlyinghas been determined by reference to the closingvalue of
that Underlying on October 30, 2024 andnot by reference to the closing valueof that Underliyng on the Pricing
Date.
•CUSIP: 48135VDH8
Investing in the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of thenotes or passed upon the accuracy or the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to thecontrary is a
criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use ofProceeds" in this pricing supplementfor information about thecomponents of theprice to publicofthe
notes.
(2)J.P.MorganSecurities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us toother affiliated or unaffiliated dealers. Inno event will theseselling commissionsexceed$6.00 per
$1,000 principal amountnote.See "Plan ofDistribution(ConflictsofInterest)"in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would be approximately $986.40per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $960.00per $1,000principal amount note.See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: TheEURO STOXX 50®Index (Bloomberg ticker:
SX5E) (the "Index") and the iShares® MSCI EAFE ETF
(Bloombergticker: EFA) (the "Fund") (each of the Index and the
Fund, an "Underlying" and collectively, the "Underlyings")
Contingent InterestPayments:If the notes have not been
previouslyredeemed earlyand the closingvalue of each
Underlying on any Review Date isgreater than or equal to its
Interest Barrier, you will receive on the applicableInterest
Payment Date for each $1,000 principal amount notea
ContingentInterest Payment equalto at least $6.5417
(equivalent toa Contingent Interest Rate of at least 7.85% per
annum, payableat a rateof atleast 0.65417% per month)(to
be provided in the pricingsupplement).
If the closingvalue ofeither Underlying on any Review Date is
less than its Interest Barrier, no Contingent Interest Payment
will be made with respect to that Review Date.
Contingent InterestRate: Atleast 7.85% per annum, payable
at a rate ofat least 0.65417%per month (to be providedin the
pricingsupplement)
Interest Barrier:With respect toeach Underlying, 70.00% of its
Strike Value, whichis 3,420.025 for the Index and $55.797for
the Fund
Buffer Threshold: With respect to each Underlying, 85.00%of
its Strike Value, whichis4,152.8875for the Index and $67.7535
for the Fund
Buffer Amount: 15.00%
Strike Date: October 30, 2024
Pricing Date: On or aboutOctober 31, 2024
Original Issue Date (Settlement Date):On or about November
5, 2024
Review Dates*: December 2, 2024, December 30, 2024,
January30, 2025, February 28, 2025, March 31, 2025, April 30,
2025, May 30, 2025, June 30, 2025, July30, 2025, September
2, 2025, September 30, 2025, October 30, 2025, December 1,
2025, December 30, 2025, January 30, 2026, March 2, 2026,
March 30, 2026, April 30, 2026, June 1, 2026, June 30, 2026,
July 30, 2026, August 31, 2026, September 30, 2026 and
October 30, 2026(final Review Date)
Interest Payment Dates*: December 5, 2024, January3, 2025,
February 4, 2025, March 5, 2025, April 3, 2025, May 5, 2025,
June 4, 2025, July 3, 2025, August 4, 2025, September 5, 2025,
October 3, 2025, November 4, 2025, December 4, 2025,
January5, 2026, February 4, 2026, March 5, 2026, April 2,
2026, May 5, 2026, June 4, 2026, July 6, 2026, August 4, 2026,
September 3, 2026, October 5, 2026and the Maturity Date
Optional Call Payment Dates*:May5, 2025, August 4, 2025,
November 4, 2025, February4, 2026, May5, 2026 and August
4, 2026
Maturity Date*: November 4,2026
* Subjectto postponement in theevent ofamarket disruption event
and as described under"General Terms of Notes-Postponement
of a DeterminationDate -Notes LinkedtoMultiple Underlyings"
and "General Termsof Notes -Postponement ofa PaymentDate"
in the accompanying productsupplement orearly acceleration in
the eventof a change-in-lawevent as described under "General
Terms of Notes- Consequences of a Change-in-Law Event" in the
accompanyingproduct supplement and"Selected Risk
Considerations-Risks Relating to theNotesGenerally -We May
Accelerate Your Notes Ifa Change-in-LawEventOccurs" in this
pricing supplement
Early Redemption:
We, at our election, may redeem the notesearly, in whole but
not in part, onany of theOptional Call Payment Dates at a
price, for each $1,000 principal amount note, equal to$1,000
plus the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The DepositoryTrust
Company, or DTC, at least three business days before the
applicableOptional CallPayment Date on which the notesare
redeemedearly.
Payment at Maturity:
If the notes have not been redeemed earlyand the Final Value
of each Underlying is greater than or equal to itsBuffer
Threshold, you will receive a cash payment at maturity, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b)the
Contingent Interest Paymentapplicable to the final Review
Date.
If the notes have not been redeemed earlyand the Final Value
of either Underlying is less than its Buffer Threshold, your
payment at maturity per $1,000 principalamount note, in
additionto any Contingent Interest Payment, will becalculated
as follows:
$1,000 + [$1,000 ×(Lesser Performing Underlying Return+
Buffer Amount)]
If the notes have not been redeemed earlyandtheFinal Value
of either Underlying is less than its Buffer Threshold, you will
lose some or most of your principal amount at maturity.
Lesser Performing Underlying: TheUnderlying with the
Lesser Performing UnderlyingReturn
Lesser Performing UnderlyingReturn:The lowerof the
Underlying Returnsof theUnderlyings
Underlying Return:
With respect to each Underlying,
(Final Value - Strike Value)
Strike Value
Strike Value:With respect to each Underlying, the closing
value of thatUnderlying on the Strike Date, which was 4,885.75
for the Indexand $79.71for the Fund. The Strike Value of
each Underlying is nottheclosing value of that Underlying
on the Pricing Date.
Final Value: With respect to eachUnderlying, the closing value
of that Underlyingon the finalReview Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to1.0on the StrikeDate. The Share Adjustment
Factor is subject to adjustment upontheoccurrenceof certain
events affecting theFund. See "The Underlyings- Funds -
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Supplemental Terms of the Notes
Any valuesof the Underlyings, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricingsupplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payments in Connectionwith Review Dates Preceding the Final Review Date
The closing valueof each Underlyingis greaterthan
or equal toits InterestBarrier.
The closing valueof eitherUnderlyingis less thanits
Interest Barrier.
ReviewDates (Other than the Final ReviewDate and ReviewDates Immediately Preceding the Optional Call Payment
Dates)
Compare the closing value of eachUnderlying toits Interest Barrieron each ReviewDate until anyearlyredemption. Referto thesecond
diagramfor payments in connectionwith a ReviewDate immediatelypreceding an Optional Call Payment Date.
Youwill receive a Contingent Interest Payment onthe applicable Interest
Payment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment will be made with respect to
the applicable ReviewDate.
Proceed to the next ReviewDate.
Youwill receive (a) $1,000 plus (b)a
Contingent Interest Payment on the
applicable Optional Call Payment Date.
No further payments will be madeon the
notes.
Compare the closing valueof eachUnderlying to its Interest Barrier on eachsuch ReviewDate until the final ReviewDate oranyearly
redemption.
ReviewDates ImmediatelyPreceding an Optional CallPayment Date
EarlyRedemption
The closingvalue of each
Underlying is greater thanor
equal toits Interest Barrier.
The closing valueof either
Underlying is less thanits Interest
Barrier.
Youwill receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment will
bemade with respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
No Early Redemption
Youwill receive $1,000onthe applicable
Optional Call Payment Date.
No further payments will be madeon the
notes.
PS-3| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Payment at MaturityIf the Notes Have Not Been Redeemed Early
Total Contingent Interest Payments
The tablebelow illustrates the hypotheticaltotal Contingent Interest Payments per $1,000principal amount note over the termof the
notes basedon a hypothetical Contingent Interest Rate of 7.85% per annum, depending on how many Contingent Interest Payments
are made prior toearly redemption ormaturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will
be at least 7.85% per annum (payable at a rateof 0.65417% per month).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
24
$157.0000
23
$150.4583
22
$143.9167
21
$137.3750
20
$130.8333
19
$124.2917
18
$117.7500
17
$111.2083
16
$104.6667
15
$98.1250
14
$91.5833
13
$85.0417
12
$78.5000
11
$71.9583
10
$65.4167
9
$58.8750
8
$52.3333
7
$45.7917
6
$39.2500
5
$32.7083
4
$26.1667
3
$19.6250
2
$13.0833
1
$6.5417
0
$0.0000
Review Dates Preceding the
Final Review Date
Youwill receive (a) $1,000 plus (b) the
Contingent Interest Payment
applicable to thefinal ReviewDate.
The notes havenot been
redeemed earlyprior to the
final ReviewDate.
Proceed to maturity
Final ReviewDatePayment at Maturity
The Final Value of eachUnderlying is greater
than or equal toits Buffer Threshold.
Youwill receive, in addition to any
Contingent Interest Payment:
$1,000+ [$1,000 × (Lesser Performing
Underlying Return + Buffer Amount)]
Under thesecircumstances, you will
lose some or most of your principal
amount at maturity.
The Final Value of either Underlying is less than
its Buffer Threshold.
PS-4| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Hypothetical Payout Examples
The following examples illustrate payments on thenotes linked to two hypotheticalUnderlyings, assuminga range of performances for
thehypotheticalLesser Performing Underlying on the Review Dates.
The hypothetical payments set forthbelow assume the following:
•the notes have not been redeemedearly;
•a Strike Value for the Lesser Performing Underlyingof 100.00;
•an Interest Barrier for the Lesser Performing Underlyingof 70.00(equal to70.00% of its hypotheticalStrike Value);
•a Buffer Threshold for the Lesser Performing Underlying of85.00 (equal to 85.00% of its hypothetical Strike Value);
•a Buffer Amount of 15.00%; and
•a Contingent Interest Rate of 7.85% per annum.
The hypotheticalStrike Valueof the Least Performing Underlying of 100.00 has been chosen for illustrative purposes onlyand does not
represent the actual Strike Value of any Underlying. The actualStrike Value of each Underlying isthe closingvalue of that Underlying
on theStrike Date and is specifiedunder "Key Terms-Strike Value" in this pricing supplement. For historical data regardingthe
actual closing values of eachUnderlying, please see the historical information set forthunder "The Underlyings" in this pricing
supplement.
Each hypothetical payment set forthbelow isfor illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in the following exampleshave been rounded for ease of analysis.
Example1- Notes have NOT been redeemed earlyand theFinal Value of the Lesser Performing Underlyingisgreater than or
equal to its Buffer Threshold.
Date
Closing Valueof Lesser
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
95.00
$6.5417
Second Review Date
85.00
$6.5417
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,006.5417
Total Payment
$1,019.625 (1.9625% return)
Becausethe notes have not been redeemedearly and the Final Value of the Lesser Performing Underlyingis greater than or equal to
its Buffer Threshold, the payment at maturity, for each $1,000 principal amount note, will be$1,006.5417(or $1,000 plusthe Contingent
Interest Payment applicable to the final Review Date).When added to the Contingent Interest Payments received with respect tothe
prior Review Dates, the total amount paid, for each $1,000 principal amount note, is$1,019.6250.
Example2- Notes have NOT been redeemed earlyand theFinal Value of the Lesser Performing Underlying is less than its
Buffer Threshold but is greater than or equal to its Interest Barrier.
Date
Closing Valueof Lesser
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
50.00
$0
Second Review Date
55.00
$0
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
75.00
$906.5417
Total Payment
$906.5417 (-9.34583% return)
Because the notes have not been redeemedearly, the Final Valueof the Lesser Performing Underlying is less than its Buffer Threshold
but is greater than or equal toits Interest Barrier and the Lesser Performing Underlying Return is-25.00%, thepayment at maturity will
be $906.5417per $1,000 principalamount note, calculated as follows:
$1,000 + [$1,000 × (-25.00% + 15.00%)] + $6.5417= $906.5417
PS-5| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Example3- Notes have NOT been redeemed earlyand theFinal Value of the Lesser Performing Underlying is less than its
Buffer Threshold and itsInterest Barrier.
Date
Closing Valueof Lesser
Performing Underlying
Payment (per $1,000 principalamount note)
First Review Date
40.00
$0
Second Review Date
45.00
$0
Third through Twenty-
Third Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$550.00
Total Payment
$550.00 (-45.00% return)
Becausethe notes have not been redeemedearly, the Final Value of the Lesser Performing Underlying is less than itsBuffer Threshold
and its Interest Barrierand theLesser Performing Underlying Returnis-60.00%, the payment at maturity will be $550.00per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%+ 15.00%)]= $550.00
The hypothetical returnsand hypothetical payments on thenotesshown above apply onlyif you hold the notes for their entireterm.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above wouldlikely be lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the"Risk Factors"sections of the
accompanying prospectus supplement andproduct supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not been redeemed earlyand the Final Value of either
Underlyingis lessthan itsBuffer Threshold, you willlose 1% of theprincipalamount of your notes for every 1% that the Final Value
of theLesser Performing Underlying is less than itsStrike Valueby more than15.00%. Accordingly, under these circumstances,
you willlose up to85.00% of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If thenotes have not beenredeemed early, we will make a Contingent Interest Payment with respect toa Review Date only if the
closing value of each Underlyingonthat Review Date isgreater than or equal to its Interest Barrier. If theclosing value of either
Underlying onthat Review Date isless than its Interest Barrier, no Contingent Interest Payment will be made with respect to that
Review Date. Accordingly, if theclosing valueof either Underlyingon each Review Date is lessthan its Interest Barrier, you will
not receive anyinterest payments over the termof the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan 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 you under the notes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Asidefrom 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 to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
PS-6| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof either Underlying, whichmay be significant. You willnot participate in any appreciation of either
Underlying.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linkedto abasket composed of the Underlyings and are contingent upon the performance of each
individualUnderlying. Poor performance by either of the Underlyings over the term of thenotesmay negativelyaffect whether you
will receivea Contingent Interest Payment on any Interest Payment Date andyour payment at maturity and will not beoffset or
mitigated by positive performancebythe other Underlying.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
•THE OPTIONAL EARLY REDEMPTION FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If we elect to redeem your notes early, the term of the notes maybe reduced to as short as approximatelysix months and you will
not receive any Contingent Interest Payments after the applicable Optional Call Payment Date. There isno guarantee that you
would be able to reinvest the proceeds from aninvestment in the notes at a comparable return and/or with acomparable interest
rate for a similar levelof risk. Evenin cases where we elect to redeemyour notesbeforematurity, you are not entitled to any fees
and commissions described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND ORTHE SECURITIES INCLUDED IN OR HELD BY EITHER
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
•THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE VALUE OF THAT UNDERLYING IS VOLATILE.
•WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatorychanges that the calculationagent determinesare likely to interfere
with your or our ability to transact in or hold the notesor our abilityto hedge or perform ourobligations under the notes,we may, in
our soleandabsolute discretion, accelerate the payment on your notes and payyouan amount determined in good faith and in a
commercially reasonable manner by the calculation agent. If the payment on your notesisaccelerated, your investment may result
in aloss and youmay not beable to reinvest your moneyin a comparableinvestment. Please see "General Terms of Notes-
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy thenotes. You may notbe able to sellyournotes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for the estimated value of the notes and the
Contingent Interest Rate.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes. In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It ispossiblethat hedging or trading
activities of ours or our affiliates in connection with the notes could result 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.
PS-7| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issueprice of the
noteswill exceed the estimated value of the notesbecausecosts associatedwith selling, structuring and hedging thenotes are
included in the original issue price of the notes.Thesecosts include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Value of the Notes"in thispricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determinationof the estimated value of the notesmaydiffer from themarket-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 fixedincome
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding 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 Value of 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 to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for additionalinformation relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket pricesmay exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes.As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than theoriginal issueprice. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of thenotes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom the selling commissions,projected hedgingprofits, if any, estimated hedging
costs and the valuesof the Underlyings.Additionally, independent pricing vendors and/or third party broker-dealersmay publish a
price for thenotes, whichmay also be reflected on customer account statements. This price may be different (higher or lower)
than the price of thenotes, if any, at whichJPMS may be willing to purchaseyournotesin the secondary market. See "Risk
Factors -Risks Relating to the Estimated ValueandSecondaryMarket Prices of the Notes -Secondary market prices of the
noteswill beimpactedbymanyeconomic and market factors" in the accompanyingproduct supplement.
Risks Relating to the Underlyings
•NON-U.S. SECURITIES RISK-
Theequity securitiesincluded in or held by the Underlyings have been 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 and/or thesecurities markets
PS-8| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
in the home countries of the issuers of those non-U.S. equity securities. Also, thereisgenerally lesspublicly available information
about companies in some of these jurisdictions than there isabout U.S. companies that are subject to the reporting requirements of
the SEC.
•NO DIRECT EXPOSURE TOFLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE INDEX -
The value of yournotes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securitiesincluded in theIndex are based, although any currency fluctuations could affect the performance of theIndex.
•THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject tomanagement risk, which is the risk that the investment strategies ofthe Fund's investment adviser, the
implementation of which is subject to anumber of constraints, may not produce the intended results. These constraintscould
adversely affect the market price of the sharesof the Fund and, consequently, thevalue ofthe notes.
•THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (asdefined under "The Underlyings" below) and may holdsecurities different
from those included inits Underlying Index. In addition, the performance of the Fund will reflect additional transaction costsand
feesthat are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lackof correlation between
the performanceof the Fund and its UnderlyingIndex. In addition, corporateactions with respect to the equity securities
underlying the Fund (such asmergers and spin-offs) mayimpact the variance between the performances of the Fund and its
Underlying Index. Finally, because thesharesof the Fund are traded on a securitiesexchange and are subject to market supply
and investor demand, the market value of one share of the Fund may differ from the net asset value per shareof the Fund.
During periodsof market volatility, securities underlying the Fund maybe unavailable in thesecondarymarket, market participants
maybe unable to calculate accurately thenet asset value per share of the Fund and the liquidity of the Fund maybe adversely
affected. Thiskind of market volatility mayalso disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility mayadversely affect, sometimes materially, the prices at which market participants are willing tobuyand
sell shares of the Fund. Asa result, under these circumstances, the market value of shares of the Fund may vary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund maynot correlate
with the performance of its UnderlyingIndex as well as the net asset valueper share of the Fund, which could materiallyand
adversely affect the value of the notes in the secondary market and/or reduce any paymenton the notes.
•THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISKWITH RESPECT TO THE FUND-
Because the pricesof the non-U.S. equity securities held by the Fund are converted into U.S. dollars for purposes of calculating
the net asset value of the Fund, holders of thenotes will be exposed to currency exchange rate risk with respect to each of the
currenciesin which the non-U.S. equitysecurities held by the Fundtrade. Your net exposure will depend on the extent to which
those currencies strengthen or weaken against the U.S. dollar and the relative weight of equitysecurities held by the Fund
denominated in each of those currencies. If, taking intoaccount the relevant weighting, theU.S. dollar strengthens against those
currencies, the price of the Fund will beadversely affected and any payment on the notesmaybe reduced.
•THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, thecalculation agent willnot make an adjustment in response to all events that could affect the shares of theFund. If an
event occurs that doesnot require the calculation agent to makean adjustment,thevalue of the notes may bemateriallyand
adversely affected.
PS-9| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
The Underlyings
The Index consists of 50 component stocks of market sector leaders from within the Eurozone. The Index and STOXX are the
intellectual property (including registered trademarks) of STOXX Limited,Zurich, Switzerland and/or its licensors (the "Licensors"),
which are used under license. The notes based on the Index are in no waysponsored, endorsed, sold or promoted by STOXX Limited
and its Licensors and neither STOXX Limited nor anyof itsLicensorsshall have any liability with respect thereto.For additional
information about theIndex, see "EquityIndex Descriptions -The STOXX Benchmark Indices" in the accompanying underlying
supplement.
The Fund is an exchange-traded fund of iShares®Trust, aregistered investment company, that seeks to track the investment results,
beforefees and expenses, of an index composed of large- and mid-capitalization developed market equities, excludingthe United
States and Canada, which we refer to asthe Underlying Index with respect to the Fund. The Underlying Index with respect totheFund
is currently theMSCI EAFE® Index. The MSCI EAFE® Index is a free float-adjusted market capitalization index intended to measure
the equity market performance of certain developed markets, excludingthe United States and Canada. For additional information
about theFund, see "Fund Descriptions -The iShares®ETFs" in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closingvalues from January
4, 2019 through October 25, 2024. The closing value of the Indexon October 30, 2024 was 4,885.75.The closing value of the Fund
on October 30, 2024 was$79.71. We obtained the closingvalues above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification. The closing values of the Fund above and below may have been adjusted by
Bloombergfor actions taken by the Fund, suchas stock splits.
The historical closing values of each Underlyingshouldnot be taken as an indication of future performance, and noassurance can be
given as tothe closingvalue of either Underlyingon any Review Date.There can be no assurance that theperformance of the
Underlyings will result in the return of any of your principal amount inexcess of $150.00 per $1,000 principal amount note, subject to
the credit risks of JPMorgan FinancialandJPMorgan Chase & Co., or the payment of anyinterest.
PS-10| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
Tax Treatment
You should review carefully the section entitled"Material U.S. Federal Income Tax Consequences"in the accompanyingproduct
supplement no. 4-I. In determining our reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -Tax Consequences to U.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons"in the accompanying product supplement. Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on thenotes
could be materially affected. In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts"and similar instruments.The notice focuses in particular on whether to require
investors in theseinstrumentsto accrue income over the term of their investment. It also asks for commentsona number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors such as the nature of the
underlying property to which the instruments are linked. While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of theseissues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. Thediscussions above andin the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presentedbythenoticedescribed above.
Non-U.S. Holders - Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if anapplicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generallyat a rate of 30% or at a reduced ratespecified by an
applicable income tax treatyunder an "other income" or similar provision. We willnot be required to payany additional amounts with
respect to amounts withheld. In order to claiman exemption from, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for suchan exemptionor
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consultyour tax adviser regarding the tax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes fromthe scope of Section 871(m) instruments issuedprior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an"Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
PS-11| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your taxadviser regarding the potential
application of Section 871(m) to the notes.
In theevent of any withholding on the notes, we will not be required topayany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component withthe samematurityasthe notes, valuedusingthe internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for theconventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for thenotes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see"Selected Risk Considerations- Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes-The Estimated Value of the NotesIsDerived byReference to anInternalFunding Rate"in this
pricingsupplement.
The value of the derivative or derivativesunderlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which aremarket-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsandassumptionscould provide valuations forthe notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any assumptionsmay prove to be incorrect.On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
Theestimated value of the noteswill be lower than the original issue price of the notes because costs associatedwith selling,
structuring and hedging the notes are included in the originalissue price of the notes.These costs include the selling commissions
paidto JPMS and other affiliated or unaffiliated dealers, theprojected profits, if any, that our affiliatesexpect to realizefor 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, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits.See "Selected Risk Considerations- Risks Relating to the Estimated Valueand SecondaryMarket Prices of theNotes-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 - Secondary market prices of the notes will beimpacted bymany
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs caninclude selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internalsecondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.The lengthof anysuch initial period reflects the structure of the notes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand whenthese costs are incurred, as
determined by our affiliates.See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
PS-12| Structured Investments
Callable ContingentInterest Notes Linked to the LesserPerforming of the
EURO STOXX 50®Index and the iShares® MSCI EAFEETF
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a LimitedTime Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes.See"How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplement for an illustration of the risk-return
profile of the notes and "The Underlyings"in this pricing supplement for a description of themarket exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissions paid toJPMS and other
affiliated or unaffiliated dealers,plus(minus) the projected profits (losses) that our affiliates expect to realize for assumingrisks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent.We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept suchchanges in connection with your 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 the accompanying prospectus, as supplementedbytheaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanyingprospectus
addendumand the more detailed information contained in the accompanying product supplement and the accompanyingunderlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other writtenmaterialsincluding preliminary 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 matters set forth in 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.
You may access these documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum dated June 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.