JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:49
Primary Offering Prospectus - Form 424B2
The information in this preliminarypricing supplement is not complete and may be changed. This preliminarypricing supplement is not
an offer to sellnor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated October 31, 2024
October ,2024Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023,
the prospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase FinancialCompany LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser
Performing of the VanEck® Gold Miners ETF and the
iShares® Silver Trustdue November 5, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each ReviewDate for
which the closing price of one share of each of the VanEck® Gold Miners ETF and theiShares® Silver Trust, which we
refer to as the Funds, is greater than or equal to 64.00% of its Initial Value, which we refer to as an Interest Barrier.
●The notes will be automatically called if the closing price of one share of each Fund on any Review Date (other than the
first and final Review Dates) is greater than or equal to its Initial Value.
●The earliest date on which anautomatic call may be initiated is May 1, 2025.
●Investors should be willing to accept the risk of losing some or all of their principal and therisk that no Contingent Interest
Payment may be made with respect to some or all ReviewDates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is 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., as guarantor of the notes.
●Payments on the notes are not linked to a basket composed of the Funds.Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about October 31, 2024 and are expected to settle on or about November 5, 2024.
●CUSIP: 48135VBF4
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 accompanying prospectus addendum, "Risk Factors" beginning on pagePS-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 the notes or passed upon the accuracyor the adequacyof this pricing supplement or the accompanying product supplement,
underlying supplement,prospectus supplement, prospectus and prospectus addendum.Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to publicof the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. These selling commissions will be up to $17.50 per $1,000
principal amount note. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of up to $1.00 per $1,000
principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the
accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $973.70 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $950.00 per $1,000 principal amount note.See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
whollyowned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The VanEck® Gold Miners ETF (Bloomberg ticker:
GDX) and the iShares® Silver Trust (Bloomberg ticker: SLV)
Contingent InterestPayments:If the notes have not been
automatically called and the closing price of one share of each
Fund on any Review Date is greater than or equal to its Interest
Barrier, youwill receive on the applicable Interest Payment
Date for each $1,000 principal amount note a Contingent
Interest Payment equal to at least $27.50 (equivalent to a
Contingent Interest Rate of at least 11.00% per annum, payable
at a rate of at least 2.75%per quarter) (to be provided in the
pricing supplement).
If the closing price of one share of either Fund 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: At least 11.00% per annum, payable
at a rate of at least 2.75%per quarter (to be provided in the
pricing supplement)
Interest Barrier / Trigger Value: With respect to each Fund,
64.00% of its Initial Value
Pricing Date: On or about October 31, 2024
Original Issue Date (Settlement Date):On or about November
5, 2024
Review Dates*:January31, 2025, May 1, 2025, July 31, 2025,
October 31, 2025, February 2, 2026, May 1, 2026, July31,
2026 and November 2, 2026 (final Review Date)
Interest Payment Dates*: February 5, 2025, May 6, 2025,
August 5, 2025, November 5, 2025, February 5, 2026, May6,
2026, August 5, 2026 and theMaturity Date
Maturity Date*: November 5, 2026
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first and final Review Dates),
the first Interest Payment Date immediately following that
ReviewDate
* Subject to postponement in the event of a market disruption event
and as described under "General Terms of Notes - Postponement
of a Determination Date -Notes Linked to Multiple Underlyings"
and "General Terms of Notes-Postponement of a Payment Date"
in the accompanying product supplement
Automatic Call:
If the closing price of one share of each Fundon any Review
Date (other than the first and final Review Dates) is greater than
or equal to its Initial Value, the notes will be automatically called
for a cash payment, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Contingent Interest Payment
applicable to that ReviewDate, payable on the applicable Call
Settlement Date. No further payments will be made on the
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of eachFund is greater than or equal to its Trigger 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 called and the Final
Value of either Fund is less than its Trigger Value, your
payment at maturity per $1,000 principal amount note will be
calculatedas follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If the notes have not been automatically called and the Final
Value of either Fund is less than its Trigger Value, you will lose
more than 36.00% of your principalamount at maturity and
could lose all of your principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: Thelower of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on thePricing Date
Final Value: With respect to each Fund, the closing price of
one share of that Fund on thefinal ReviewDate
Share Adjustment Factor:With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund is subject to adjustment upon the occurrence of certain
events affecting that Fund. See "The Underlyings - Funds -
Anti-Dilution Adjustments"in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
Supplemental Terms of the Notes
Any values of the Funds, and any values derived therefrom, included in this pricing supplement maybe corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Howthe Notes Work
Payment in Connection with the First ReviewDate
Payments in Connection with Review Dates (Other than the First and Final Review Dates)
The closing price of one share of each Fund is
greater than or equal to its Interest Barrier.
The closing price of one share of either Fund is less
thanits Interest Barrier.
First ReviewDate
Compare the closing price of one share of each Fund to its InterestBarrier on the firstReviewDate.
You will receive a Contingent Interest Payment on the
firstInterestPayment Date.
Proceed to the next ReviewDate.
No Contingent InterestPayment will be made with respect to
the firstReviewDate.
Proceed to the next ReviewDate.
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further paymentswill be made on the notes.
ReviewDates (Other than the Firstand Final ReviewDates)
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Initial Value.
The closing price of one
share of either Fund is
less thanits Initial
Value.
Initial
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing price of one
share of each Fund is
greater than or equal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
be made with respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing price of one
share of either Fund is less
thanits Interest Barrier.
Compare the closing price of one share of each Fund to its Initial Value and its Interest Barrier on each Review Date until the
final ReviewDate or anyearlier automaticcall.
PS-3 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
Payment at Maturity If the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table belowillustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 11.00% per annum, depending on how manyContingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 11.00% per annum (payable at a rate of at least 2.75% per quarter).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$220.00
7
$192.50
6
$165.00
5
$137.50
4
$110.00
3
$82.50
2
$55.00
1
$27.50
0
$0.00
ReviewDates Preceding the
Final ReviewDate
You will receive (a) $1,000 plus (b) the
Contingent InterestPayment
applicable to the final ReviewDate.
The notes are not
automaticallycalled.
Proceed to maturity
Final Review DatePayment at Maturity
The Final Value of each Fund is greater than or
equal to its Trigger Value.
You will receive:
$1,000 + ($1,000 ×Lesser Performing
Fund Return)
Under these circumstances, you will
lose some or all of your principal
amount at maturity.
The Final Value of either Fund is less than its
Trigger Value.
PS-4 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Funds, assuming a range of performances for the
hypothetical Lesser Performing Fund on the ReviewDates. Each hypothetical payment set forth belowassumes that the closing
price of one share of the Fund that is not the Lesser Performing Fund on each Review Date is greater than or equal to its
Initial Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical payments set forth belowassume the following:
●an Initial Value for the Lesser Performing Fund of $100.00;
●an Interest Barrier and a Trigger Value for the Lesser Performing Fund of $64.00 (equal to 64.00% of its hypothetical Initial Value);
and
●a Contingent Interest Rate of 11.00% per annum.
The hypotheticalInitial Value ofthe Lesser Performing Fund of $100.00 has been chosen for illustrative purposesonly and may not
represent a likelyactual Initial Value of either Fund.The actual Initial Value of each Fund will be the closing price of one share of that
Fund on the Pricing Date and will be provided in the pricing supplement.For historical data regarding the actualclosing prices of one
share of each Fund, please see the historical information set forth under "The Funds" in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes onlyand may not be the actual payment applicable to a purchaser
of the notes.The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes are automatically called on the second Review Date.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment (per $1,000 principal amount note)
First Review Date
$105.00
$27.50
Second ReviewDate
$110.00
$1,027.50
Total Payment
$1,055.00 (5.50% return)
Because the closing price of one share of each Fund on the second ReviewDate is greater than or equal to its Initial Value, the notes
will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,027.50 (or $1,000plus the Contingent
Interest Payment applicable to the second Review Date), payable on the applicable Call Settlement Date. The notes are not
automatically callable before the second Review Date, even though the closing price of one share of each Fund on the first Review
Date is greater than its InitialValue. When added to the Contingent Interest Payment received with respect to the prior Review Date,
the total amount paid, for each $1,000 principal amount note, is $1,055.00.No further payments willbe made on the notes.
Example 2 - Notes have NOT been automatically called and the Final Value of the Lesser Performing Fundisgreater than or
equal to its Trigger Value.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment (per $1,000 principal amount note)
First ReviewDate
$95.00
$27.50
Second ReviewDate
$85.00
$27.50
Third through Seventh
ReviewDates
Less than Interest Barrier
$0
Final ReviewDate
$90.00
$1,027.50
Total Payment
$1,082.50 (8.25% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Fund is greater than or equal to its
Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,027.50 (or $1,000 plus the Contingent Interest
Payment applicable to the final Review Date).When added to the Contingent Interest Payments receivedwith respect to the prior
ReviewDates, the total amount paid, for each $1,000 principal amount note, is $1,082.50.
PS-5 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
Example 3 - Notes have NOT been automatically called and the Final Value of the Lesser Performing Fund is less than its
Trigger Value.
Date
Closing Price of One Share of
Lesser Performing Fund
Payment (per $1,000 principal amount note)
First ReviewDate
$40.00
$0
Second ReviewDate
$45.00
$0
Third through Seventh
ReviewDates
Less than Interest Barrier
$0
Final ReviewDate
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Fund is less than its Trigger Value and
the Lesser Performing Fund Return is -60.00%, the payment at maturitywill be $400.00 per $1,000 principalamount note, calculated as
follows:
$1,000 + [$1,000 × (-60.00%)]= $400.00
The hypothetical returns and hypothetical payments on the notes shown above applyonly if you hold the notes for their entire term
or until automatically called.These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market.If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus supplement and product 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 do not guarantee any return of principal. If the notes have not been automatically called and theFinal Value of either
Fund is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every1% that the Final Valueof the
Lesser Performing Fund is less than its Initial Value. Accordingly, under these circumstances, youwill lose more than 36.00% 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 PAYANY INTEREST AT ALL-
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a ReviewDate only if
the closing price of one share of each Fund on that ReviewDate is greater than or equal to its Interest Barrier. If the closing price
of one share of either Fund on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will bemade with
respect to that ReviewDate. Accordingly, if the closing price of one share of either Fund on each ReviewDate is less than its
Interest Barrier, you will not receive anyinterest payments over the term of the notes.
●CREDIT RISKS OF JPMORGAN FINANCIALAND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Anyactualor potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could lose your entire investment.
●ASAFINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantiallyall of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans madebyus to
JPMorgan Chase & Co. or under other intercompanyagreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a keyoperating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
PS-6 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
guarantee will rank pari passu with allother unsecured andunsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
●THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAIDOVER THE TERM OF THE NOTES,
regardless of anyappreciation of either Fund,which may be significant. You will not participate in any appreciation of either Fund.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND-
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by either of the Funds over the term of the notes may result in the notes not being
automatically called on a ReviewDate, maynegativelyaffect whether youwill receive a Contingent Interest Payment on any
Interest Payment Date and your payment at maturity andwill not be offset or mitigated by positive performance bythe other Fund.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value of either Fund is less than its Trigger Value and the notes have not been automatically called, the benefit
provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Lesser Performing Fund.
●THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months and youwill
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you wouldbe
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a
similar level of 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 VANECK® GOLD MINERS ETF OR THE SECURITIES HELD BY THE
VANECK® GOLD MINERS ETF OR HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THE SECURITIES OR
COMMODITIES HELD BY EITHER FUND.
●THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUNDIS VOLATILE.
●LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You maynot be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notes based on theminimums for the estimated value of the notes and the
Contingent Interest Rate.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentiallyadverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest"in the accompanying product
supplement.
In addition, the benchmark price of the iShares® Silver Trust's Underlying Commodity (as defined under "The Funds" below) is
administered by the London Bullion Market Association ("LBMA") or an independent service provider appointed by the LBMA, and
we are, or one of our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is
the custodian of the iShares® Silver Trust. We and our affiliates will have no obligation to consider your interests as a holder of the
notes in taking any actions inconnection with our roles as a price participant and a custodian that might affect the iShares® Silver
Trust or the notes.
PS-7 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only anestimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging thenotes are
included in the original issue price of thenotes. These costs include the selling commissions, the structuring fee, the projected
profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the
estimated cost of hedging our obligations under the notes. See "The Estimated Value of the Notes" in this pricing supplement.
●THE ESTIMATED VALUE OF THE 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 determination of the estimated value of the notes maydiffer from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates' viewof the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixedincome
instruments of 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 potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See "The Estimated Value of the Notes" in this pricing supplement.
●THE VALUE OF THE NOTESAS 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 generally expect that some of the costs included in theoriginal issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount thatwill decline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period maybe lower than the value of the notes as published by
JPMS (and which maybe shown on your customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices (a) exclude the structuring fee and (b) may exclude selling commissions, projected hedging
profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at
which JPMS will bewilling to buy the notes from you in secondary market transactions, if at all, is likely to be lower than the original
issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted bya number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, structuring fee, projected hedging profits, if any,
estimated hedging costs and the prices of one share of the Funds. Additionally, independent pricing vendors and/or third party
broker-dealers may publish a price for the notes, which may also be reflected on customer account statements. This price maybe
different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchaseyour notes in the secondary
market. See "Risk Factors - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes -Secondary
market prices of the notes will be impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Funds
●THERE ARE RISKS ASSOCIATED WITHTHE VANECK®GOLD MINERS ETF-
The VanEck® Gold Miners ETF is subject to management risk, which is the risk that the investment strategies of the VanEck®Gold
Miners ETF's investment adviser, the implementation of which is subject to a number of constraints, may not produce the intended
PS-8 | Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the iShares® Silver Trust
results. These constraints could adverselyaffect the market price of the shares of the VanEck® Gold Miners ETF and,
consequently, the value of the notes.
●THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE -
The VanEck®Gold Miners ETF does not fully replicate its Underlying Index (as defined under "The Funds" below) and mayhold
securities different from those included in its Underlying Index. In addition, the performance of the VanEck®Gold Miners ETF will
reflect additional transaction costs and fees that are not included in the calculation of its Underlying Index.All of these factors may
lead to a lack of correlation between the performance of the VanEck® Gold Miners ETF and its Underlying Index. In addition,
corporate actions with respect to the equity securities underlying the VanEck ® Gold Miners ETF (such as mergers and spin-offs)
may impact the variance between theperformances of the VanEck® Gold Miners ETF and its Underlying Index. Finally, because
the shares of the VanEck® Gold Miners ETF are tradedona securities exchange and are subject to market supply and investor
demand, the market value of one share of the VanEck® Gold Miners ETF may differ from the net asset value per shareof the
VanEck® Gold Miners ETF.
In addition, the iShares® Silver Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expenses charged by the iShares® Silver Trust or by restrictions on access to the relevant Underlying Commoditydue to other
circumstances. The iShares® Silver Trust does not generate any income, and as the iShares® Silver Trust regularly sells its
Underlying Commodity to pay for ongoing expenses, the amount of its Underlying Commodity represented by each share gradually
declines over time. The iShares® Silver Trust sells its Underlying Commodity to pay expenses on an ongoing basis irrespective of
whether the trading price of the shares rises or falls in response to changes in the price of its Underlying Commodity. The sale by
the iShares®Silver Trust of its Underlying Commodity to pay expenses at a time of low prices for its Underlying Commodity could
adversely affect the value of the notes. Additionally, there is a risk that part or all of the iShares®Silver Trust's holdings in its
Underlying Commodity could be lost, damaged or stolen. Access to the iShares®Silver Trust's Underlying Commoditycould also
be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead
to a lack of correlation between the performance of the iShares® Silver Trust and its Underlying Commodity. In addition, because
the shares of the iShares® Silver Trust are traded on a securities exchange and are subject to market supplyand investor demand,
the market value of one share of the iShares®Silver Trust may differ from the net asset value per shareof the iShares® Silver
Trust.
During periods of market volatility, securities underlying theVanEck® Gold Miners ETF or the Underlying Commodityof the
iShares® Silver Trust may be unavailable in the secondary market, market participants may be unable to calculate accurately the
net asset value per share of a Fund and the liquidityof a Fund may be adversely affected.This kind of market volatilitymay also
disrupt the ability of market participants to create and redeem shares of a Fund. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of a Fund. As a result, under these
circumstances, the market value of shares of a Fund may vary substantially from the net asset value per share of that Fund. For
all of the foregoing reasons, the performance of each Fund may not correlate with the performance of its Underlying Index or
Underlying Commodity, as applicable, as well as the net asset value per share of that Fund, which could materiallyand adversely
affect the value of the notes in the secondary market and/or reduce any payment on the notes.
●RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH THE VANECK® GOLD MINERS ETF -
All or substantially all of the equity securities held by the VanEck® Gold Miners ETF are issued by companies whose primaryline of
business is directlyassociated with the gold and/or silver mining industries.As a result, the value of the notes may be subject to
greater volatility and be more adversely affected bya single economic, political or regulatory occurrence affecting these industries
than a different investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver
are considered speculative and are affected bya variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price
of gold and silver bullion, respectively, but mayalso be adversely affected bya variety of worldwide economic, financial and
political factors. The price of gold and silver may fluctuate substantially over short periods of time, so the VanEck® Gold Miners
ETF's share price maybe more volatile than other types of investments. Fluctuation in the prices of gold and silver may be due to
a number of factors, including changes in inflation, changes in currencyexchange rates and changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costs maydepress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect the value of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck®Gold Miners ETF during the term of the notes, which
may adversely affect the value of your notes.
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●NON-U.S. SECURITIES RISK WITH RESPECT TO THE VANECK ®GOLD MINERS ETF-
Some of the equity securities held by the VanEck®Gold Miners ETF have been issued by non-U.S. companies. Investments in
securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries and/or the
securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there is generally less publicly
available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the
reporting requirements of the SEC.
●THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISKWITH RESPECT TO THE VANECK ® GOLD MINERS ETF-
Because the prices of the non-U.S. equity securities held by the VanEck® Gold Miners ETF are converted into U.S. dollars for
purposes of calculating the net asset valueof the VanEck® Gold Miners ETF, holders of the notes will be exposed to currency
exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by the VanEck® Gold Miners
ETF trade. 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 equity securities held by the VanEck® Gold Miners ETF denominated in each of those currencies.If,
taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of the VanEck® Gold
Miners ETF will be adversely affected and anypayment on the notes may be reduced.
●THE iSHARES® SILVER TRUST IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT
TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940,AS AMENDED, OR THE COMMODITY EXCHANGE
ACT -
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commoditypools.
●THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST -
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares®Silver Trust's expenses
and liabilities. The price of silver is primarilyaffected byglobal demand for and supply of silver. Silver prices can fluctuate widely
and may be affected by numerous factors. These include general economic trends, increases in silver hedging activityby silver
producers, significant changes in attitude by speculators and investors in silver, technical developments, substitution issues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the
relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates,
central bank sales, forward sales byproducers, global or regional political or economic events and production costs and disruptions
in major silver-producing countries, such as Mexico, China and Peru. The demand for and supplyof silver affect silver prices, but
not necessarily in the same manner as supply and demand affect the prices of other commodities. The supplyof silver consists of
a combination of new mine production and existing stocks of bullion and fabricated silver held bygovernments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to
very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver mayalso
influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to
predict the aggregate effect of all or any combination of these factors.
●THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE iSHARES®SILVER
TRUST -
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares®Silver Trust's expenses
and liabilities.The price of silver is determined by the LBMA or an independent service provider appointed by the LBMA. The
LBMA is a self-regulatory association of bullion market participants. Although all market-making members of the LBMA are
supervised by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If
the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or anyother form
of regulation currently not in place, the role of the LBMA silver price as a global benchmark for the value of silver maybe adversely
affected. The LBMA is a principals' market, which operates in a manner more closely analogous to an over-the-counter physical
commodity market than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of
LBMA trading. For example, there are no daily price limits on the LBMA which would otherwise restrict fluctuations in the prices of
LBMA contracts. In a declining market, it is possible that prices would continue to decline without limitation within a trading dayor
over a period of trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA silver price,
which could adversely affect the value of the notes. The LBMA, or an independent service provider appointed by the LBMA, will
have no obligation to consider your interests in calculating or revising the LBMA silver price.
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●SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY -
The iShares® Silver Trust is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity
index. The iShares® Silver Trust's Underlying Commoditymay not correlate to the price of commodities generally and may diverge
significantly from the prices of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
●THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes maybe
materiallyand adversely affected.
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The Funds
The VanEck® Gold Miners ETF is an exchange-traded fund of the VanEck® ETF Trust, a registered investment company, that seeks to
replicate as closelyas possible, before fees and expenses, the price and yield performance of the NYSE Arca Gold Miners Index, which
we refer to as the Underlying Indexwith respect to the VanEck® Gold Miners ETF. The NYSE Arca Gold Miners Index is a modified
market capitalization weighted index composed of publiclytraded companies involved primarily in the mining of gold or silver. For
additional information about the VanEck® Gold Miners ETF, see "Fund Descriptions -The VanEck®ETFs" in the accompanying
underlying supplement.
The iShares® Silver Trust is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver, less the iShares®Silver Trust's expenses and liabilities. The assets of the
iShares® Silver Trust consists primarilyof silver held bya custodian on behalf of the iShares® Silver Trust. We refer to silver as the
Underlying Commoditywith respect to the iShares®Silver Trust. For additional information about the iShares® Silver Trust, see "Fund
Descriptions - The iShares®Silver Trust" in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 4, 2019 through October 25, 2024.The closingprice of one share of theVanEck® Gold Miners ETFon
October 29, 2024 was $42.02. The closing price of one share of the iShares®Silver Trust on October 29, 2024 was $31.39. We
obtained the closing prices above and belowfrom the Bloomberg Professional® service ("Bloomberg"), without independent verification.
The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of either Fund on the Pricing Date or any Review Date.There can be no assurance
that the performance of the Funds will result in the return of anyof your principal amount or the payment of any interest.
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Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. In determining our reporting responsibilities we intend 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 ordinaryincome, 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
advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other
reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income 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 tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require
investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of 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 materiallyaffect the
tax consequences of an investment in the notes, possiblywith retroactive effect. The discussions above and in the accompanying
product supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the
Code. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented by the notice described 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 an applicable 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 generally at a rate of 30% or at a reduced rate specified by an
applicable income tax treaty under an "other income" or similar provision. We will not be required to pay any additional amounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the
notes must complywith certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of anywithholding 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 (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the 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 dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certaindeterminations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
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this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not berequired to pay anyadditional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturityas the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes.The estimated value of the
notes does not represent a minimum price atwhich JPMS would be willing to buyyour notes in any secondary market (if any exists) at
any time.The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Anydifference
may be based on, among other things, our and our affiliates'view of the funding value of the notes as well as thehigher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is 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 potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes -The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates.These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some ofwhich are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect.On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buynotes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions and
the structuring fee paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to
realize for assuming risks inherent in hedging our obligations under thenotes and the estimated cost of hedging our obligations under
the notes. Because hedging our obligations entails risk and may be influenced by market forces beyondour control, this hedging may
result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our
obligations under the notes maybe allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain
any remaininghedging profits.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes - The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes"in
this pricing supplement.
SecondaryMarket Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondarymarket prices of the notes will be impacted by many
economic and market factors"in the accompanying product supplement.In addition, we generallyexpect that some of the costs
included in the original issue price of the notes will be 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 can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances.This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes.The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
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profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
determined byour affiliates.See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period"in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See "How the Notes Work"and "Hypothetical Payout Examples"in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Funds"in this pricing supplement for a description of the market exposure providedbythe notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions and the structuring fee
paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to otheraffiliated or unaffiliated
dealers. These selling commissions will be up to $17.50 per $1,000 principalamount note. JPMS, acting as agent for JPMorgan
Financial, will also pay all of the structuring fee of up to $1.00 per $1,000 principal amount note it receives from us to other affiliated or
unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent.We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes 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 this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement.This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as anyother written materials including preliminaryor indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours.You should carefully consider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities.We urge you to consult your investment, legal, tax, accounting and
other advisers beforeyou invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April13, 2023:
●Underlying supplement no. 1-I dated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13, 2023:
●Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617.As used in this pricing
supplement, "we,""us"and "our" refer to JPMorgan Financial.