JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 10:06
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 where the offer or sale is notpermitted.
Subjectto completion datedOctober 31,2024
November ,2024RegistrationStatement Nos. 333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplementno. 3-Idated April 13,2023, underlying supplement no. 1-I dated April13, 2023,the prospectus and
prospectus supplement, eachdated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Notes Linked to the Lesser Performing of theEURO STOXX
50® Index and theiShares®MSCI EAFE ETFdue August 27,
2026
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek exposure to any appreciation of the lesser performing of the EURO
STOXX 50® Indexandthe iShares®MSCI EAFE ETF, which we refer to as the Underlyings, over theterm of the notes.
•Investors should be willing to forgo interest and dividend payments, while seeking repayment of at least95.00%of their
principal at maturity.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linkedto abasket composed of the Underlyings.Paymentson the notesare linked to the
performance of each of the Underlyings individually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•Thenotes are expected to price on or about November 22, 2024and are expected tosettle on or about November 27,
2024.
•CUSIP: 48135VBA5
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-12
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor anystate securities commission has approved or disapproved
of thenotes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement,prospectus supplement, prospectus and 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 of Proceeds"in thispricing supplement forinformation about the componentsof theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which werefertoas JPMS, acting as agent for JPMorganFinancial, will pay all of the selling
commissions it receivesfrom us tootheraffiliatedor unaffiliated dealers. Innoevent willtheseselling commissions exceed $7.50 per
$1,000 principal amountnote.See "Plan of Distribution (ConflictsofInterest)"in the accompanying productsupplement.
If the notes priced today, the estimated value of thenotes would be approximately $974.70per $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 $900.00per $1,000principal amount note.See"The Estimated Value of the Notes" in this
pricing supplement for additional information.
Thenotes are not bank deposits, are notinsured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteedby, a bank.
PS-1 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The EURO 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")
Participation Rate: At least122.00% (tobe provided in the
pricingsupplement)
Pricing Date: On or about November 22, 2024
Original Issue Date (Settlement Date):On or about November
27, 2024
Observation Date*: August 24, 2026
Maturity Date*: August 27, 2026
* Subjectto postponement in theevent ofa market disruption event
and as described under "General Terms of Notes- Postponement
of a DeterminationDate - Notes Linked toMultipleUnderlyings"
and "General TermsofNotes - Postponementofa PaymentDate"
in theaccompanying productsupplement
Payment at Maturity†:
If theFinal Valueof each Underlyingis greater than its Initial
Value, at maturity, you will receive acash payment, for each
$1,000 principal amount note, of $1,000plusthe Additional
Amount.
If theFinal Value of either Underlyingis equal toor less than its
Initial Value, your payment at maturity willbecalculated as
follows:
$1,000 + ($1,000 × Lesser Performing UnderlyingReturn)
In noevent, however, will the payment at maturity beless than
$950.00 per $1,000 principalamount note.
If the Final Value of either Underlyingisless than its Initial
Value, you will lose up to 5.00% of your principal amount at
maturity.
You areentitled to repayment of at least $950.00 per $1,000
principal amount note at maturity, subject tothecredit risks of
JPMorgan Financialand JPMorgan Chase & Co.
Additional Amount:
TheAdditional Amount payable at maturityper $1,000 principal
amount note will equal:
$1,000 × Lesser Performing UnderlyingReturn × Participation
Rate
Lesser Performing Underlying:The Underlyingwith the
Lesser Performing UnderlyingReturn
Lesser Performing UnderlyingReturn:The lower of the
Underlying Returnsof theUnderlyings
Underlying Return:
With respect to eachUnderlying,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachUnderlying, the closing value
of that Underlyingon the Pricing Date
Final Value: With respect to eachUnderlying, the closingvalue
of that Underlyingon the Observation Date
Share Adjustment Factor:The Share Adjustment Factor is
referenced in determining the closing value of the Fundandis
set equal to1.0on the Pricing Date. The Share Adjustment
Factor is subject to adjustment uponthe occurrenceof certain
events affecting the Fund. See "The Underlyings- Funds-
Anti-Dilution Adjustments"in the accompanying product
supplement for further information.
† Subjectto the impact ofa change-in-law eventas described under
"General TermsofNotes- Consequences of a Change-in-Law Event"
in theaccompanying productsupplement.In the event of a change-in-
lawevent, we have the right,butnot theobligation, to cause the
calculation agent to determine onthe change-in-lawdate,asdefinedin
the accompanying product supplement, thepayment at maturity.Under
these circumstances,thepaymentat maturity will be determined prior
to, andwithout regard to the closing valuesof the Underlyings on, the
Observation Date.
PS-2 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
Supplemental Terms of the Notes
Any valuesof the Underlyings, and anyvalues derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical payment at maturity onthe noteslinked to two hypothetical Underlyings. The
hypothetical payments set forth below assume the following:
•an Initial Value for the Lesser Performing Underlying of 100.00; and
•a Participation Rate of 122.00%.
The hypotheticalInitial Value of theLesser Performing Underlying of 100.00 has beenchosen for illustrative purposes onlyand maynot
represent a likely actual Initial Valueof either Underlying. The actual Initial Value of eachUnderlying will be the closing value of that
Underlying on the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actualclosingvalues of
eachUnderlying, please see the historical information set forth under "The Underlyings"in thispricingsupplement.
Each hypothetical paymentat maturityset forth below is for illustrative purposes only andmay not be the actualpaymentat maturity
applicable to a purchaser of the notes. Thenumbers appearing in thefollowing table andgraphhave been rounded for ease of
analysis.
Final Value of the Lesser
Performing Underlying
Lesser Performing
Underlying Return
Additional Amount
Payment at Maturity
165.00
65.00%
79.30%
$1,793.00
150.00
50.00%
61.00%
$1,610.00
140.00
40.00%
48.80%
$1,488.00
130.00
30.00%
36.60%
$1,366.00
120.00
20.00%
24.40%
$1,244.00
110.00
10.00%
12.20%
$1,122.00
105.00
5.00%
6.10%
$1,061.00
101.00
1.00%
1.22%
$1,012.20
100.00
0.00%
N/A
$1,000.00
99.00
-1.00%
N/A
$990.00
97.50
-2.50%
N/A
$975.00
95.00
-5.00%
N/A
$950.00
90.00
-10.00%
N/A
$950.00
80.00
-20.00%
N/A
$950.00
70.00
-30.00%
N/A
$950.00
60.00
-40.00%
N/A
$950.00
50.00
-50.00%
N/A
$950.00
40.00
-60.00%
N/A
$950.00
30.00
-70.00%
N/A
$950.00
20.00
-80.00%
N/A
$950.00
10.00
-90.00%
N/A
$950.00
0.00
-100.00%
N/A
$950.00
PS-3 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
The following graph demonstratesthehypothetical payments at maturity on the notes for a rangeof Lesser Performing Underlying
Returns. There can be no assurance that the performance of either Underlying will result in a payment at maturity in excess of $950.00
per $1,000 principalamount note, subject to thecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
Upside Scenario:
If theFinal Valueof each Underlyingis greater than its Initial Value, investors will receive at maturity the $1,000 principalamount plus
the Additional Amount, whichis equal to $1,000 times the Lesser Performing UnderlyingReturn timesthe Participation Rate of at least
122.00%.
•Assuming a hypothetical Participation Rate of 122.00%, if the closing value of theLesser Performing Underlying increases 10.00%,
investors will receive at maturity a return equal to12.20%, or $1,122.00per $1,000 principal amount note.
Par Scenario:
If (i) the Final Value of one Underlyingisgreater than its Initial Value and the Final Value of the other Underlying is equalto its Initial
Valueor (ii) the Final Valueof eachUnderlying is equal toits Initial Value, investors will receiveat maturity the principal amount of their
notes.
Downside Scenario:
If theFinal Valueof either Underlyingisless than its Initial Value, investors will lose 1% of the principalamount of their notes for every
1% that the Final Value of the Lesser Performing Underlyingis less than itsInitial Value,provided that the payment at maturity will not
be less than $950.00 per $1,000 principal amount note.
•For example, if the closing value of theLesser Performing Underlying declines2.50%, investors will lose 2.50% of their principal
amount and receive only $975.00 per $1,000principal amount note at maturity.
•For example, if the closing value of theLesser Performing Underlying declines50.00%, investors will lose 5.00% of their principal
amount and receive only $950.00 per $1,000 principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket.If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above wouldlikely be lower.
PS-4 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•THE NOTES MAY NOT PAY MORE THAN 95.00% OF THE PRINCIPAL AMOUNT AT MATURITY-
If theFinal Valueof either Underlyingisless than its Initial Value, you willlose 1% of theprincipal amount of your notes for every
1% that the Final Value of the Lesser Performing Underlyingis less than its Initial Value, providedthat the payment at maturity will
not be lessthan $950.00 per $1,000 principal amount note, subject to the credit risksof JPMorgan Financial and JPMorgan Chase
& Co. Accordingly, under these circumstances, you will lose up to5.00% of your principal amount at maturityand you will not be
compensated for any lossinvalue due to inflation and other factors relating to the value of money over time.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythemarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to 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. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments tous and we are unable tomake
payments on the notes, you may have toseek payment under the related guarantee byJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING -
Payments onthenotes are not linkedto abasket composed of the Underlyingsand are contingent upon the performance of each
individualUnderlying. Poor performance by either of theUnderlyings over the term of thenotesmay negatively affect your
payment at maturity and will not be offset or mitigated bypositive performance bythe other Underlying.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY EITHER
UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE SECURITIES.
•WE MAY DETERMINE THE PAYMENT AT MATURITY FOR YOUR NOTES EARLY IF A CHANGE-IN-LAW EVENT OCCURS -
If we or our affiliates are unable to effect transactions necessary to hedge our obligationsunder the notes due toa change-in-law
event, we may, in our sole and absolute discretion, cause the calculation agent to determine the payment at maturity for your notes
early basedon the calculation agent'sgood faith determination of the optionvalue for your notes (i.e., the price of the embedded
option representing the amount payable onthenotes at maturity) and thevalue of theembedded fixed-income debt component at
maturity, each as determinedon the date on which the calculation agent determinesthat achange-in-law event has occurred,
which may be significantly earlier than the Observation Date.Under these circumstances, the amount due and payable on your
notes will bedue and payable only at maturity, and that amount will not reflect any appreciation of the Underlyings after such early
determination.See "GeneralTerms of Notes- Consequencesof a Change-in-Law Event" in the accompanyingproduct
supplement for more information.
PS-5 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at which JPMS is willing to buy thenotes. You may notbe able to sell yournotes. 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
Participation 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 while the
value of the notes declines. Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
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 issue price of the
noteswill exceed the estimated valueof the notesbecause costs associatedwith selling, structuring and hedging the notes are
included in the original issue price of the notes. Thesecosts include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost of hedging
our obligations under the notes. See "The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricing supplement.
•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 notesmay differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifferencemay
be based on, among other things, our and our affiliates' view of thefunding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay havean 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 toyou 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 maybe lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, projected hedging profits, if any, and estimatedhedging
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
PS-6 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Any sale 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-dealersmaypublish 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 purchase yournotesin the secondary market. See "Risk
Factors -Risks Relating to theEstimated Valueand SecondaryMarket Pricesof the Notes -Secondarymarket prices of the
noteswill beimpactedbymanyeconomic and market factors" in the accompanying product supplement.
Risks Relating to theUnderlyings
•NON-U.S. SECURITIES RISK-
Theequity securities included in or held by the Underlyingshavebeen issued by non-U.S. companies. Investments in securities
linked to the value of such non-U.S. equitysecurities involve risks associated with thehome countries and/or thesecurities markets
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 EXCHANGERATES WITH RESPECT TO THE INDEX -
The value of your notes willnot be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which
the equity securitiesincluded in the Index 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 doesnot fully replicate its Underlying Index (asdefined under "The Underlyings"below) andmay holdsecurities different
from those included inits Underlying Index. In addition, the performance of the Fund will reflect additional transactioncostsand
feesthat are not included in the calculation of its Underlying Index. All of these factorsmay lead to a lackof correlation between
the performance of the Fund and its UnderlyingIndex. In addition, corporate actions with respect to the equity securities
underlying the Fund (such asmergers and spin-offs) mayimpact the variance between theperformances of the Fund and its
Underlying Index. Finally, because the sharesof the Fund are traded on a securitiesexchange and are subject to market supply
and investor demand, the market value of one share of the Fundmaydiffer 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 the net 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 to buyand
sell shares of the Fund. Asa result, under these circumstances, themarket 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 value per 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 thepricesof 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 the notes will be exposed to currency exchange rate risk with respect to each of the
currenciesin which the non-U.S. equity securities held by the Fundtrade. Your net exposure willdepend 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 ineach of those currencies. If, taking intoaccount the relevant weighting, theU.S. dollar strengthens against those
currencies, the price of the Fund will be adversely affected and any payment on the notesmaybe reduced.
PS-7 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
•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 bematerially and
adversely affected.
PS-8 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
The Underlyings
TheIndex 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"),
whichare 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, a registeredinvestment 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 Indexwith 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 additionalinformation
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 closing values from January
4, 2019 through October 25, 2024.Theclosing value of the Index on October 29, 2024 was 4,950.02.The closing value of the Fund
on October 29, 2024was$80.23.We obtained theclosing values above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification. Theclosing values of the Fund above and below may have been adjusted by
Bloombergfor actions taken by the Fund, such as stock splits.
Thehistorical closing values of each Underlyingshould not be taken as an indication of future performance, and noassurance can be
given as tothe closing valueof either Underlyingon thePricing Dateor the Observation Date.There can be no assurance that the
performance of the Underlyings will result in a payment at maturityin excessof $950.00 per $1,000 principal amount note, subject to
the credit risks of JPMorgan FinancialandJPMorgan Chase & Co.
PS-9 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences," and in particular the subsection
thereof entitled "-Tax Consequences to U.S. Holders- Notes with a Term of More than One Year - NotesTreated as Contingent
Payment Debt Instruments" in the accompanyingproduct supplement no. 3-I. Notwithstanding that the notesdo not provide for the full
repayment of their principalamount at or prior tomaturity, our special taxcounsel, Davis Polk & Wardwell LLP, is of the opinion that the
notes should be treated for U.S. federal incometax purposes as "contingent payment debt instruments." Assuming this treatment is
respected, as discussed in that subsection, yougenerally will be required toaccrue originalissue discount("OID") on your notes in
each taxable year at the "comparable yield," as determined by us, although we will not make any payment with respect to thenotes until
maturity. Upon sale or exchange (including at maturity), youwill recognize taxable incomeor lossequal to the difference between the
amount received from the sale or exchange, and your adjusted basis in the note, which generally will equal the cost thereof,increased
by the amount of OID youhave accrued in respect of the note. Yougenerallymust treat any income as interest income and any loss as
ordinaryloss to the extent of previousinterest inclusions, and thebalance as capital loss. The deductibility of capital losses is subject
to limitations. The discussions herein and in the accompanying product supplement do not address theconsequences to taxpayers
subject tospecial tax accounting rulesunder Section 451(b) of the Code. Purchasers who are not initial purchasers of notesat their
issue price should consult their taxadvisers with respect to the tax consequences of an investment in notes, including the treatment of
the difference, if any, between the basis in their notes and the notes' adjusted issue price.
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 theapplicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescope 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 payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The discussionsin the preceding paragraphs, when readin combination with the sectionentitled "Material U.S.Federal Income Tax
Consequences" (and in particular the subsection thereof entitled "- Tax Consequences toU.S. Holders- Notes with a Term of More
than One Year -Notes Treated as Contingent Payment Debt Instruments") in the accompanying product supplement, constitute the
fullopinion of Davis Polk & WardwellLLP regarding thematerial U.S. federal income tax consequences of owning and disposing of
notes.
PS-10 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
Comparable Yield andProjected Payment Schedule
We will determine thecomparable yield for the notesand will provide that comparable yield and the related projectedpaymentschedule
(or information about how toobtain them) in the pricing supplement for thenotes, which we will file with the SEC. Thecomparableyield
for the notes will be determined based upon a variety of factors, including actualmarket conditions and our borrowing costs for debt
instrumentsof comparablematuritiesat the time of issuance.The comparable yield and projected payment schedule are
determined solely to calculate the amount onwhich youwill be taxed with respect to the notes in each year and are neither a
prediction nor aguarantee of what the actual yield will be.
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 with the same maturityasthenotes, valued usingthe 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 wouldbe 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 thenotes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybe based on, among other things, our and our affiliates'view of the funding value of the notesas well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
prices of the notes. For additional information, see"Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes -The Estimated Value of the NotesIsDerived byReference toan Internal Funding Rate"in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less 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, the projected profits, if any, that our affiliatesexpect to realizefor assuming
risks inherent in hedging our obligations under thenotes and the estimated cost of hedgingour obligations under the notes.Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result ina profit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
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 Pricesof the Notes - Secondary market prices of the notes will beimpacted bymany
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period.These costs canincludeselling commissions,
projectedhedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
PS-11 | Structured Investments
Notes Linkedto the LesserPerforming oftheEURO STOXX 50®Index and
the iShares®MSCI EAFE ETF
stated term of thenotes.The lengthof anysuch initial period reflects the structure of the notes, whether our affiliates expect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations-Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See"Hypothetical Payout Profile"and "How the Notes Work" in this pricingsupplement for anillustration of the risk-return profile
of thenotes and"TheUnderlyings"in thispricing supplement for adescription of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent.We 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 such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplement together with theaccompanyingprospectus, as supplementedbytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained in the accompanyingproduct supplement and the accompanying underlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other writtenmaterialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours.You should carefullyconsider, among other things, the matters set forth inthe "RiskFactors" 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 documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 3-Idated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our CentralIndex 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.