JPMorgan Chase & Co.
10/29/2024 | Press release | Distributed by Public on 10/29/2024 15:08
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 securities in any jurisdiction where the offer or sale is not permitted.
Subjectto completion datedOctober 29,2024
October ,2024 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to productsupplementno.4-Idated April 13, 2023, underlyingsupplement no.1-Idated April 13,2023,
the prospectus andprospectussupplement, eachdated April13, 2023, and theprospectusaddendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performingof the S&P 500®Index, the Nasdaq-100 Index®
and the Russell 2000®Indexdue May 1, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseeka Contingent Interest Payment with respect to each Review Date for
which theclosing level of each of the S&P 500® Index, theNasdaq-100 Index® and the Russell 2000®Index, which we
refer to asthe Indices, is greater than or equal to 70.00% of its Strike Value, which we refer to as an Interest Barrier.
•The notes will be automatically calledif the closing levelof each Index on any Review Date (other than the first, second
and final Review Dates) is greater than or equal to itsStrikeValue.
•The earliest dateon which an automatic call may be initiated isJanuary28, 2025.
•Investors should be willing toaccept the riskof losing some or all 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 byJPMorgan 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 linked to abasket composed of the Indices.Payments on the notesare linked to the
performance of each of the Indices individually, as described below.
•Minimum denominations of $1,000 and integralmultiplesthereof
•Thenotes are expected to price on or aboutOctober 30, 2024(the "Pricing Date") and areexpected to settleon or about
November 4, 2024.The Strike Value of each Index has been determined by reference to the closing level of that
Index on October 28, 2024 and not by reference to the closing level of that Index on the Pricing Date.
•CUSIP: 48135UX62
Investing in thenotesinvolves a number of risks.See "Risk Factors"beginning on pageS-2 of the accompanying
prospectus supplement,Annex A to the accompanying prospectus addendum, "Risk Factors"beginning on page PS-11
of the accompanyingproduct 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 accuracyor 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 of Proceeds" in this pricingsupplementfor information about thecomponents of theprice to publicof the
notes.
(2)J.P.MorganSecurities LLC, which we refertoas JPMS, acting as agent for JPMorganFinancial,will pay all of the selling
commissionsit receives fromustootheraffiliated or unaffiliated dealers.Inno event will theseselling commissionsexceed $2.00 per
$1,000 principal amountnote.See "PlanofDistribution (Conflicts ofInterest)"in theaccompanyingproductsupplement.
If the notes priced today, the estimated value of the notes would be approximately $983.80per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will be provided in the pricing supplement
and will not be less than $960.00per $1,000 principal 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
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly ownedfinance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The S&P 500® Index(Bloombergticker: SPX), the
Nasdaq-100 Index® (Bloomberg ticker: NDX) andtheRussell
2000®Index(Bloomberg ticker: RTY)
Contingent InterestPayments:If the notes have not been
automaticallycalled and theclosing level of eachIndex on any
Review Date is greater than or equal to its Interest Barrier, you
will receiveon the applicableInterest Payment Date for each
$1,000 principal amount notea Contingent Interest Payment
equal toat least $8.8333 (equivalent toa ContingentInterest
Rate of at least 10.60%per annum, payable at a rate of at least
0.88333%per month) (tobe provided in the pricing
supplement).
If the closing level of any Index onany Review Date is lessthan
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent InterestRate: Atleast 10.60% per annum, payable
at a rate ofat least 0.88333%per month(to be provided in the
pricingsupplement)
Interest Barrier / Trigger Value:With respect to each Index,
70.00% of itsStrike Value, which is 4,076.464 for the S&P 500®
Index, 14,245.749 for the Nasdaq-100 Index® and 1,570.8476
for theRussell 2000® Index
Strike Date: October 28, 2024
Pricing Date: On or aboutOctober 30, 2024
Original Issue Date (Settlement Date): On or about November
4, 2024
Review Dates*: November 29, 2024, December 30, 2024,
January28, 2025, February 28, 2025, March 28, 2025, April 28,
2025, May 28, 2025, June 30, 2025, July28, 2025, August 28,
2025, September 29, 2025, October 28, 2025, November 28,
2025, December 29, 2025, January 28, 2026, March 2, 2026,
March 30, 2026 and April 28, 2026(final Review Date)
Interest Payment Dates*:December 4, 2024, January3, 2025,
January31, 2025, March 5, 2025, April 2, 2025, May 1, 2025,
June 2, 2025, July 3, 2025, July 31, 2025, September 3, 2025,
October 2, 2025, October 31, 2025, December 3, 2025, January
2, 2026, February 2, 2026, March 5, 2026, April 2, 2026 andthe
Maturity Date
Maturity Date*: May1, 2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date (other than thefirst, second and final Review
Dates), the first Interest Payment Date immediately following
that Review Date
* Subjectto postponement in theevent ofamarket disruption event
and asdescribed under"General Termsof Notes- Postponement
of a DeterminationDate -NotesLinked toMultipleUnderlyings"
and "General TermsofNotes-Postponement ofa Payment Date"
in theaccompanyingproduct supplement
Automatic Call:
If theclosing level of each Index on anyReview Date (other
than the first, second and finalReview Dates) isgreater than or
equal to its Strike Value, the notes willbe automatically called
for acash payment, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b)the Contingent Interest Payment
applicable to that Review Date, payable ontheapplicable Call
Settlement Date. No further payments will bemade on the
notes.
Payment at Maturity:
If the notes have not been automatically calledand the Final
Valueof each Index is greaterthan or equal to itsTrigger Value,
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 Payment applicable to the final Review
Date.
If the notes have not been automatically calledand the Final
Valueof any Index is less than itsTrigger Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been automatically called and the Final
Valueof any Indexis less than its Trigger Value, you will lose
more than 30.00%of your principal amount at maturity and
could lose all of your principalamount atmaturity.
Least Performing Index:The Index with theLeast Performing
IndexReturn
Least Performing Index Return:Thelowest of theIndex
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value - Strike Value)
Strike Value
Strike Value:With respect to eachIndex, the closing level of
that Indexonthe Pricing Date, which was 5,823.52 for theS&P
500® Index, 20,351.07for theNasdaq-100 Index®and
2,244.068 for the Russell 2000® Index. The Strike Value of
each Indexisnottheclosing level of that Index on the
Pricing Date.
Final Value: With respect to eachIndex, the closing level of
that Indexonthefinal Review Date
PS-2| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
Supplemental Terms of the Notes
Any values of the Indices, and anyvalues derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement and the 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 Connection with theFirst and Second Review Dates
Payments in Connectionwith Review Dates (Other than the First, Second and Final Review Dates)
The closing level of each Indexis greater thanor
equal toits InterestBarrier.
The closing level of anyIndexis lessthan its Interest
Barrier.
First and Second ReviewDates
Compare theclosing level of each Indexto its Interest Barrier oneach ReviewDate.
Youwill receive a Contingent Interest Payment on the
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.
The notes will beautomaticallycalledonthe applicable Call Settlement Dateandyou will
receive (a)$1,000 plus (b)the Contingent Interest Payment applicable tothat ReviewDate.
No further payments will be madeonthenotes.
ReviewDates (Other than the First,Second andFinalReviewDates)
AutomaticCall
The closing level of each
Indexis greater thanor
equal toits Strike Value.
The closinglevel of any
Indexis less thanits
Strike Value.
Strike
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing levelof each
Indexis greater thanor
equal to its Interest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing levelof any
Indexis less thanits Interest
Barrier.
Compare theclosing level of each Indexto its Strike Valueandits Interest Barrieron each ReviewDate until the final Review
Dateoranyearlierautomatic call.
PS-3| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
Payment at MaturityIf the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The tablebelow illustrates the hypotheticaltotal Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedona hypothetical Contingent Interest Rate of 10.60% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call ormaturity. The actual Contingent Interest Rate will be provided in the pricing supplement and willbe
at least10.60% per annum (payable at a rate of at least 0.88333% per month).
Number of Contingent
Interest Payments
Total Contingent
Interest Payments
18
$159.0000
17
$150.1667
16
$141.3333
15
$132.5000
14
$123.6667
13
$114.8333
12
$106.0000
11
$97.1667
10
$88.3333
9
$79.5000
8
$70.6667
7
$61.8333
6
$53.0000
5
$44.1667
4
$35.3333
3
$26.5000
2
$17.6667
1
$8.8333
0
$0.0000
Hypothetical PayoutExamples
The following examples illustrate payments on thenoteslinked to three hypothetical Indices, assuming a range of performances for the
hypotheticalLeast Performing Index on the Review Dates. Each hypothetical payment set forth belowassumes that theclosing
levelof each Index that is not the Least Performing Index on each Review Date is greater than or equal to itsStrike Value(and
therefore its Interest Barrier andTrigger Value).
In addition, the hypothetical paymentsset forth below assume the following:
•a Strike Value for the Least Performing Index of 100.00;
•an Interest Barrier and a Trigger Valuefor the Least Performing Indexof 70.00 (equal to 70.00% of its hypothetical StrikeValue);
and
Review Dates Preceding the
Final Review Date
Youwill receive (a)$1,000plus (b) the
Contingent Interest Payment
applicable to thefinal ReviewDate.
The notes are not
automaticallycalled.
Proceed to maturity
Final ReviewDate
Payment at Maturity
The Final Value of eachIndexis greater thanor
equal toits Trigger Value.
Youwill receive:
$1,000+ ($1,000 × Least Performing
IndexReturn)
Under thesecircumstances, you will
lose some or all of yourprincipal
amount at maturity.
The Final Value of anyIndexis lessthan its
TriggerValue.
PS-4| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
•a Contingent Interest Rate of 10.60% per annum.
Thehypothetical Strike Valueof the Least Performing Index of 100.00has been chosen for illustrative purposesonly and doesnot
represent the actual Strike Value of any Index.Theactual Strike Value of eachIndexisthe closing level of that Index on the Pricing
Date and is specified under "KeyTerms -Strike Value" in this pricingsupplement.For historical data regardingtheactualclosing
levels of eachIndex, please see the historical information set forthunder "The Indices"in thispricing supplement.
Each hypothetical payment setforthbelow isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 - Notes are automatically called on the third Review Date.
Date
Closing Level of Least
PerformingIndex
Payment (per $1,000 principalamount note)
First Review Date
105.00
$8.8333
Second Review Date
110.00
$8.8333
Third Review Date
115.00
$1,008.8333
Total Payment
$1,026.50(2.65% return)
Because the closing levelof eachIndex on thethirdReview Date is greater than or equal to its Strike Value, thenotes will be
automaticallycalled for a cash payment, for each $1,000 principal amount note, of $1,008.8333(or $1,000plusthe Contingent Interest
Payment applicable to the third Review Date), payable on the applicable Call Settlement Date. The notes are not automatically callable
beforethe third Review Date, even though the closing levelof each Index on each ofthe first and secondReview Dates is greater than
its Strike Value. When addedto the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000 principal amount note, is$1,026.50. No further payments will be made on the notes.
Example2- Notes have NOT been automatically called and the Final Value of the Least Performing Indexisgreater than or
equal to its Trigger Value.
Date
Closing Level of Least
PerformingIndex
Payment (per $1,000 principalamount note)
First Review Date
95.00
$8.8333
Second Review Date
85.00
$8.8333
Third through Seventeenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,008.8333
Total Payment
$1,026.50(2.65% return)
Becausethe notes have not been automatically called and theFinal Valueof the Least Performing Indexisgreater thanor equal to its
Trigger Value, the payment at maturity, for each $1,000principalamount note, will be$1,008.8333 (or $1,000 plus the 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$1,026.50.
PS-5| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
Example3 -Notes have NOT been automatically called and theFinal Value of the Least PerformingIndexis less than its
Trigger Value.
Date
Closing Level of Least
PerformingIndex
Payment (per $1,000 principalamount note)
First Review Date
30.00
$0
Second Review Date
35.00
$0
Third through Seventeenth
Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Becausethe notes have not been automatically called, the Final Value of theLeast Performing Indexisless than itsTrigger Value and
theLeast PerformingIndex Returnis -60.00%, the payment at maturity will be $400.00 per $1,000 principalamount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above applyonly if you hold thenotes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would beassociated with any sale in the
secondarymarket.If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolves significant risks. These risks are explained in more detail in the "Risk Factors"sections ofthe
accompanyingprospectus supplement and product supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value ofany
Indexis lessthan itsTrigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least PerformingIndex is less than itsStrike Value. Accordingly, under these circumstances, you willlose more than 30.00% of
your principal amount at maturity and could lose all 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 been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if
theclosing levelof each Index on that Review Date is greater than or equal to its Interest Barrier. If the closing levelof any Index
on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Accordingly, if the closing level of any Index oneach Review Date is lessthan its Interest Barrier, you will not receive any interest
payments over the termof thenotes.
•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 todefault 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 to us and we are unable to make
PS-6| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
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.
•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 any Index, whichmay be significant. You will not participate in any appreciation of any Index.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of the Indices over the term of the notes may result in the notesnot being automatically
called on a Review Date, maynegativelyaffect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturityand willnot be offset or mitigated bypositive performance byanyother Index.
•YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueof any Indexis less than its Trigger Value and the noteshave not been automatically called, the benefit provided
by the Trigger Value will terminate and you willbe fully exposed to any depreciation of theLeast PerformingIndex.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort as approximately threemonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that youwould be
ableto reinvest the proceeds from an investment in the notes at a comparable return and/or with acomparable interest rate for a
similar levelof risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANYINDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
•THE RISK OF THE CLOSING LEVEL OF AN INDEXFALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS
GREATER IF THE LEVEL OF THAT INDEX IS VOLATILE.
•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 theestimated 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.
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 valueof the notesbecause costs associatedwith selling, structuring and hedging the notes are
included in the original issue price of the notes.These costs include the selling commissions,the projected profits, if any, that our
PS-7| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
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 OFTHE 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 -
Theinternal funding rate used in the determinationof the estimated value of the notes may differ from themarket-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 valueof 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 prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes.As a result, the price, if any, at whichJPMS 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 the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions,projected hedgingprofits, if any, estimatedhedging
costs and thelevelsof the Indices. Additionally, independent pricingvendors and/or thirdparty broker-dealers may publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes-Secondarymarket pricesof the notes willbe
impacted by many economic and market factors"in the accompanying product supplement.
Risks Relating to theIndices
•JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the S&P 500®Index.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
Someof the equity securities included in the Nasdaq-100 Index®have been issued by non-U.S. companies. Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with the home countries of theissuersof
those non-U.S. equity securities.
•AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
PS-8| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Smallcapitalization companies are less likely to paydividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.
PS-9| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
The Indices
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlying supplement.
The Nasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additional information about the Nasdaq-100 Index®, see "Equity Index
Descriptions- The Nasdaq-100 Index®" inthe accompanying underlying supplement.
The Russell 2000®Indexconsistsof the middle 2,000companies included in the Russell3000E™ Indexand, asa result of theindex
calculation methodology, consistsof the smallest 2,000companies included in the Russell 3000®Index. The Russell2000® Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket.For additional information about the
Russell2000® Index, see "Equity Index Descriptions -TheRussell Indices" in the accompanying underlying supplement.
Historical Information
The following graphsset forththe historical performance of eachIndex based onthe weekly historical closing levels fromJanuary4,
2019 through October 25, 2024. The closinglevelof the S&P 500®Index on October 28, 2024was5,823.52. The closing levelof the
Nasdaq-100 Index®on October 28, 2024 was 20,351.07. The closing level of the Russell 2000®Index on October 28, 2024 was
2,244.068.Weobtained the closing levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
Thehistorical closing levelsof each Indexshould not be taken asan indicationof futureperformance, and noassurance can begiven
as to the closing level ofany Index on any Review Date.There can be noassurance that the performance of the Indiceswill result in
the return of any of your principal amount or thepayment of anyinterest.
PS-10| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
Tax Treatment
You should review carefully the section entitled "Material U.S. FederalIncome Tax Consequences" in the accompanying product
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-TaxConsequences 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, inwhich case the timing andcharacter of anyincome or loss on the notes
could be materially affected.In addition, in 2007 Treasury and 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 the notice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect.Thediscussions aboveandin 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.
PS-11| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
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 rate specified 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 claim an 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 consult your taxadviser 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 requirementsset forth in the applicable
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 pay U.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security.If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
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 the sum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component withthe same maturityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated valueof 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, ourand our affiliates'view of the funding value of the notes as 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 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 Valueof the NotesIsDerived by Reference to anInternalFunding Rate"in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates.Thesemodelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand 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 notesdoesnot 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 assumptions may prove to be incorrect.On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'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
PS-12| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
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 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 be impacted bymany
economic and market factors"in the accompanying product supplement.In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notesby
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 internal secondarymarket funding rates
for structureddebt issuances.This initial predeterminedtime period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.Thelengthof any such initial period reflects thestructure of thenotes, whether our affiliatesexpect toearn a
profit inconnection with our hedging activities, the estimatedcosts of hedging the notesand when these costs are incurred, as
determined by our affiliates.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes-The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a 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 "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Indices" in thispricing supplementfor a description of the market exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissionspaid 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 theapplicable
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 supplemented bytheaccompanying
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 written materialsincluding 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 "Risk Factors" sections of the accompanying
prospectussupplement and the accompanying product supplementand in Annex A to the accompanyingprospectusaddendum, as the
notes involve risksnot associated with conventional debt securities.We urgeyou to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-13| Structured Investments
Auto Callable ContingentInterestNotes Linkedto the LeastPerformingof
the S&P 500®Index, theNasdaq-100Index®and the Russell2000®Index
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-Idated April13, 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 thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.