Results
JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:59
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 it seek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion dated November 1, 2024
November,2024RegistrationStatement Nos. 333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-Idated April 13, 2023, theprospectusand prospectussupplement, each datedApril 13, 2023,and
the prospectus addendumdatedJune 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Dual Directional Accelerated Barrier Notes
Linked to the Common Stock of NVIDIA Corporationdue
December 1, 2027
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investorswho seek early exit prior to maturity at a premium if, on the Review Date, the
closing price of one shareof the Reference Stock is at or above the Call Value.
•The date on which an automatic call may be initiatedisDecember 9, 2025.
•The notes arealso designed for investors who seek an uncapped return of 1.70timesanyappreciation of the Reference
Stock at maturity or a capped, unleveraged return equal to the absolute value of any depreciation of the Reference Stock
at maturity (up to 40.00%) if the Final Value isgreater than or equal to 60.00% of the Initial Value, which we refer to as
the Barrier Amount, and, in each case, if the notes have not been automatically called.
•Investors should be willing to forgo interest anddividend payments and be willing to losesome or all of their principal
amount at maturity.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes are expected to price onor about November 26, 2024 and are expected to settle on or about November 29,
2024.
•CUSIP: 48135VHX9
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 page PS-11
of the accompanying product supplement and"Selected Risk Considerations" beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securities commission has approved or disapproved
of the notes or passed uponthe accuracyor the adequacy ofthis pricing supplementor the accompanying product supplement,
prospectussupplement, prospectusand prospectus addendum.Any representation to the contraryisa criminal offense.
Price to Public (1)(2)
FeesandCommissions(2)(3)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds"in this pricingsupplement for information about thecomponents of theprice to publicof the
notes.
(2) With respecttonotes sold to certain fee-basedadvisoryaccounts forwhich an affiliated orunaffiliatedbroker-dealeris an
investmentadviser,theprice to the public will not belower than$975.00per $1,000 principal amount note.J.P. Morgan Securities
LLC, whichwe referto as JPMS, and these broker-dealers willforgo any selling commissionsrelated to thesesales.See "Plan of
Distribution (Conflicts of Interest)"in the accompanyingproductsupplement.
(3) With respecttonotes sold to brokerageaccounts, JPMS,acting asagentforJPMorganFinancial,willpay allof theselling
commissions it receives from us toother affiliatedor unaffiliateddealers. In no event willtheseselling commissionsexceed$25.00 per
$1,000 principal amountnote. See "Planof Distribution (ConflictsofInterest)" in theaccompanying productsupplement.
If the notes priced today, the estimated value of the notes would beapproximately $960.00 per $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 $940.00per $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 CallableDual Directional Accelerated BarrierNotes Linked to the
Common Stock of NVIDIACorporation
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock:The common stock of NVIDIA Corporation,
par value $0.001per share (Bloomberg ticker: NVDA). We
refer to NVIDIA Corporation as "NVIDIA."
Call Premium Amount:At least $200.00 per $1,000principal
amount note (to be provided in the pricingsupplement)
Call Value:100.00% of the Initial Value
Upside Leverage Factor: 1.70
Barrier Amount:60.00% of the Initial Value
Pricing Date: On or aboutNovember 26, 2024
Original Issue Date (Settlement Date): On or about November
29, 2024
Review Date*: December 9, 2025
Call Settlement Date*: December 12, 2025
Observation Date*: November 26, 2027
Maturity Date*: December 1,2027
* Subjectto postponement in theevent of a market disruption event
and as described under "General Terms of Notes- Postponement
of a DeterminationDate - Notes Linkedto a Single Underlying -
Notes Linkedto a SingleUnderlying (Other Than aCommodity
Index)"and "General Terms ofNotes -Postponement of a
Payment Date" in the accompanying product supplement
Automatic Call:
If theclosing price of one share of the Reference Stock onthe
Review Date is greater than or equal to the Call Value, the
notes will beautomatically called for a cash payment, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Call Premium Amount, payable on the Call Settlement Date.
No further payments will be made on the notes.
If thenotes are automaticallycalled, you will not benefit from
the Upside Leverage Factor that applies to the payment at
maturityif the Final Value is greater than the Initial Value or the
absolute return feature that applies to the payment at maturity if
the Final Value is equal to or lessthan the Initial Value but
greater than or equal to the Barrier Amount. Because the
Upside Leverage Factor and the absolute return featuredonot
apply tothepayment upon anautomatic call, the payment upon
an automatic call may be significantly lessthan the payment at
maturityfor the same level of change intheReference Stock.
Payment at Maturity:
If the notes have not been automatically called and the Final
Valueis greater thanthe Initial Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return × Upside Leverage Factor)
If thenotes have not been automatically called and the Final
Valueisequal to the Initial Value or isless than theInitial Value
but greater than or equal to the BarrierAmount,your payment
at maturity per $1,000 principal amount note will becalculated
as follows:
$1,000 + ($1,000 × Absolute Stock Return)
Thispayout formula results inan effective cap of 40.00% on
your returnat maturity if theStock Return isnegative. Under
these limited circumstances, your maximum payment at
maturityis$1,400.00 per $1,000 principal amount note.
If thenotes have not been automatically called and the Final
Valueisless than theBarrier Amount, your payment at maturity
per $1,000 principalamount note will be calculated as follows:
$1,000 + ($1,000 ×StockReturn)
If the notes have not been automatically called and the Final
Valueisless than theBarrier Amount, you will losemore than
40.00% of your principal amount at maturity and could lose all
of your principal amount at maturity.
Absolute Stock Return:The absolute value of the Stock
Return. For example, if the StockReturnis-5%, theAbsolute
Stock Return will equal 5%.
StockReturn:(Final Value -Initial Value)
Initial Value
Initial Value:The closing priceof oneshare of the Reference
Stock on thePricing Date
Final Value: Theclosing price of one share of the Reference
Stock on the ObservationDate
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one shareof the
Reference Stock and is set equal to 1.0 on the Pricing Date.
The Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See "The Underlyings - Reference Stocks- Anti-
Dilution Adjustments" and "The Underlyings - Reference
Stocks -Reorganization Events" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Auto CallableDual Directional Accelerated BarrierNotes Linked to the
Common Stock of NVIDIACorporation
Supplemental Terms of the Notes
Any values of the Reference Stock, and anyvaluesderived therefrom, included in this pricing supplement may be corrected, in the
event of manifest error or inconsistency, by amendment of thispricing supplement and the corresponding termsof the notes.
Notwithstandinganything to the contrary intheindenture governing the notes, that amendment will become effective without consent of
the holders of the notesor any other party.
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notesare automaticallycalled will beprovided in the pricing
supplement and will not be less than $200.00.
The notes will beautomaticallycalledonthe Call Settlement Date, and you will receive
(a)$1,000 plus (b) the Call PremiumAmount.
No further payments will be made on the notes.
Compare theclosing price of one shareof the Reference Stock to theCall Value on theReviewDate.
ReviewDate
AutomaticCall
The closing price of one
share of theReference
Stock is greater thanor
equal totheCall Value.
The closing price of one
share of theReference
Stock is lessthanthe
Call Value.
Call
Value
The notes will not be automaticallycalled.Proceed to theObservation Date.
No AutomaticCall
Review Date
Youwill receive:
$1,000+ ($1,000 × StockReturn ×
UpsideLeverage Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Observation DatePayment at Maturity
The Final Value is greater than theInitial Value.
Youwill receive:
$1,000+ ($1,000 × StockReturn)
Under thesecircumstances, youwill
lose some or all of yourprincipal
amount at maturity.
The Final Value is equal tothe Initial Value or is less
thanthe Initial Valuebut greater thanor equal to
theBarrierAmount.
The Final Value is lessthanthe BarrierAmount.
Youwill receive:
$1,000+ ($1,000 × AbsoluteStock
Return)
PS-3| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the noteslinked to a hypotheticalReference
Stock if the notes have not been automatically called.The "total return" asused in this pricing supplement is the number, expressed as
a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000.The hypothetical total
returns and payments set forth below assume the following:
•The notes were sold only to brokerage accounts;
•the notes have not been automaticallycalled;
•an Initial Value of $100.00;
•an UpsideLeverage Factor of 1.70; and
•a Barrier Amount of $60.00 (equal to60.00% of the hypothetical Initial Value).
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposesonly and maynot represent a likely actual Initial
Value. The actual Initial Value will be the closingprice of one share of theReference Stock on the Pricing Dateand willbe provided in
the pricingsupplement. For historical data regarding the actualclosing prices of one share of the Reference Stock, please see the
historical information set forthunder "The Reference Stock" in this pricingsupplement.
Eachhypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearingin the followingtablehave
been rounded for ease of analysis.
FinalValue
Stock Return
AbsoluteStock Return
Total Returnon the
Notes
Payment at Maturity
$165.00
65.00%
N/A
110.50%
$2,105.00
$150.00
50.00%
N/A
85.00%
$1,850.00
$140.00
40.00%
N/A
68.00%
$1,680.00
$130.00
30.00%
N/A
51.00%
$1,510.00
$120.00
20.00%
N/A
34.00%
$1,340.00
$110.00
10.00%
N/A
17.00%
$1,170.00
$105.00
5.00%
N/A
8.50%
$1,085.00
$101.00
1.00%
N/A
1.70%
$1,017.00
$100.00
0.00%
0.00%
0.00%
$1,000.00
$95.00
-5.00%
5.00%
5.00%
$1,050.00
$90.00
-10.00%
10.00%
10.00%
$1,100.00
$80.00
-20.00%
20.00%
20.00%
$1,200.00
$70.00
-30.00%
30.00%
30.00%
$1,300.00
$60.00
-40.00%
40.00%
40.00%
$1,400.00
$59.99
-40.01%
N/A
-40.01%
$599.90
$50.00
-50.00%
N/A
-50.00%
$500.00
$40.00
-60.00%
N/A
-60.00%
$400.00
$30.00
-70.00%
N/A
-70.00%
$300.00
$20.00
-80.00%
N/A
-80.00%
$200.00
$10.00
-90.00%
N/A
-90.00%
$100.00
$0.00
-100.00%
N/A
-100.00%
$0.00
PS-4| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
How the Notes Work
Upside ScenarioIf Automatic Call:
If theclosing price of one share of the Reference Stockonthe Review Date isgreater than or equal to the Call Value, the notes will be
automaticallycalled and investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount
of at least $200.00. No further payments will be made on the notes.
•Assuming a hypothetical Call Premium Amount of $200.00, if theclosing price of oneshare of theReference Stockincreases
30.00% as of the Review Date, the notes will be automatically called andinvestorswill receiveareturn equal to 20.00%, or
$1,200.00per $1,000 principal amount note.
ReferenceStock Appreciation Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value isgreater than the Initial Value, investors will receive at maturity the
$1,000 principal amountplusa returnequal to theStock Return timesthe UpsideLeverageFactor of 1.70.
•If thenotes have not been automatically called andthe closingprice of one shareof theReference Stock increases 10.00%,
investorswill receive at maturity a returnequal to17.00%, or $1,170.00per $1,000 principal amount note.
ReferenceStock Par or Reference Stock Depreciation Upside Scenario:
If the notes have not been automatically called and the Final Value isequal to the Initial Value or is less than theInitial Value but
greater than or equal to the Barrier Amountof 60.00% of theInitial Value, investors will receive at maturity the $1,000 principalamount
plusa return equal to the AbsoluteStock Return.
•For example, if the closing price of oneshare of theReference Stock declines 10.00%, investors will receive at maturity areturn
equal to 10.00%, or $1,100.00 per $1,000 principal amount note.
Downside Scenario:
If the notes have not been automatically called and the Final Valueisless than the Barrier Amount of 60.00% of the Initial Value,
investors will lose 1%of the principal amount of their notes for every 1% that the Final Valueisless than the Initial Value.
•For example, if the notes have not been automatically called and the closing price of one share of the Reference Stock declines
60.00%, investors will lose60.00% of their principal amount and receive only$400.00 per $1,000 principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above applyonlyif you hold the notes for their entire term
or until automatically called.These hypotheticals do not reflect the fees or expenses that would be associated 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 notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors"sections of the
accompanying prospectus 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 thenotes have not been automatically called and the FinalValueis less than
theBarrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the FinalValue is less thanthe Initial
Value.Accordingly, under these circumstances, you will lose more than 40.00% of your principal amount at maturity andcould
lose all of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BARRIER AMOUNT IF THE NOTES HAVE NOT BEEN
AUTOMATICALLY CALLED AND THE STOCK RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the Absolute Stock Return if the notes have not been automatically called and the
Final Value is less than the Barrier Amount, the Barrier Amount effectively caps your return at maturity if the noteshave not been
automaticallycalled and the Stock Return isnegative. Themaximum payment at maturity if the Stock Return is negative is
$1,400.00per $1,000 principal amount note.
•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
PS-5| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securitiesand 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 loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments fromJPMorgan
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 havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments tous and weareunabletomake
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.
•IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of theReference Stock, which may be significant.In addition, if the notes are automatically called,
you willnot benefit from the Upside Leverage Factor that applies to the payment at maturity if the Final Value is greater than the
Initial Valueor the absolute return feature that applies to the payment at maturity if the Final Value is equal to or less than the Initial
Valuebut greater than or equal to the Barrier Amount. Becausethe Upside Leverage Factor and the absolute return feature donot
apply tothepayment upon anautomatic call, the payment upon anautomaticcallmay be significantly lessthan the payment at
maturityfor the same level of change intheReference Stock.
•THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THEOBSERVATION DATE -
If theFinal Valueisless than the Barrier Amount, the benefitprovided bytheBarrier Amount will terminate, andyou will be fully
exposed to any depreciation of theReference Stock.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the termof the notes may be reduced to asshort asapproximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notesarecalled before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE BARRIER
AMOUNT IS GREATER IF THE PRICE OF ONE SHARE OFTHE REFERENCE STOCK IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities 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 the notes. You may notbe able to sellyour notes. 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
Call Premium Amount.
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 ispossible 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
PS-6| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
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 WILLBE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated value of thenotes is only an estimate determined by reference to several factors. The original issue price of the
noteswill exceed the estimated valueof the notesbecause costs associated with selling, structuring and hedging thenotes are
included in the original issue price of thenotes. These costs include the selling commissions, if any, the projected profits, if any,
that our affiliates expect to realize for assuming risks inherent in hedging our obligationsunder thenotes 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 determinationof the estimated value of the notesmaydiffer from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissuedbyJPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison tothose costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internal funding rate and any potentialchanges tothat ratemay 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 theoriginal 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 additional information 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 customeraccount 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 the original issue price of the notes because, among other
things, secondary market prices take intoaccount our internalsecondarymarket funding ratesfor structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, if any, projected hedging profits, if any, and estimated
hedging costs that are included in the originalissue price of the notes.Asa result, the price, if any, at which JPMS will be willing to
buy the notes from you in secondary market transactions, if at all, is likely to be lower thanthe original issue price. Any sale by you
prior to the Maturity Date could result in asubstantial loss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of thenotes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions,if any, projected hedging profits, if any, estimated
hedging costsand the price of one share of the Reference Stock. Additionally, independent pricingvendors and/or thirdparty
broker-dealers may publish a price forthe notes, which mayalso be reflected on customer account statements. This price may be
different (higher or lower) than the price of thenotes, if any, at whichJPMS may be willing to 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 noteswill be impacted bymanyeconomic and market factors" in the accompanying product supplement.
PS-7| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
Risks Relating to theReference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the informationabout the Reference Stockissuer contained in thispricingsupplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
•THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make anadjustment in response to all events that could affect the Reference Stock.The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
anydiluting or concentrative effect,but thecalculation agent is under no obligation to dosoor to consider your interests as a
holder of the notes in making these determinations.
PS-8| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
The Reference Stock
All information contained herein on the Reference Stock and on NVIDIA is derived from publicly availablesources, without independent
verification. According to itspublicly available filings with the SEC, NVIDIA isa full-stackcomputing infrastructure company with data-
center-scale offerings whosefull-stack includes the CUDA programming model that runs on all of its graphics processingunits (GPUs),
as well as domain-specific software libraries, software development kitsand Application Programming Interfaces and whose data-
center-scale offerings includecomputeandnetworking solutions that can scale to tens of thousands of GPU-accelerated servers
interconnected to function as a single giant computer.The common stock of NVIDIA, par value$0.001 per share (Bloomberg ticker:
NVDA), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and islisted on
The Nasdaq Stock Market, which we refer to as the relevant exchange for purposes of NVIDIA in the accompanyingproduct
supplement.Information provided to or filed withthe SEC by NVIDIA pursuant to the Exchange Act can be located by reference to the
SEC filenumber 000-23985, and can be accessed through www.sec.gov.Wedo not make any representation that thesepublicly
available documentsare accurate or complete.
Historical Information
The following graph sets forththe historical performance of theReference Stockbased on the weekly historical closing pricesof one
share of the Reference Stock from January4, 2019 through October 25, 2024.The closing price of one share of the Reference Stock
on October 31, 2024 was $132.76.We obtained the closingpricesabove and below fromthe Bloomberg Professional® service
("Bloomberg"), without independent verification.Theclosing pricesabove and below mayhave been adjustedby Bloomberg for
corporateactions, such as stocksplits, public offerings, mergersandacquisitions, spin-offs, delistingsand bankruptcy.
The historical closing prices of one share of the Reference Stock should not be taken as anindicationof futureperformance, and no
assurance canbe given as tothe closingprice of one share of theReference Stock on the Pricing Date, the Review Date or the
Observation Date.Therecan be no assurance that the performance of the Reference Stock will result in the return of any of your
principal amount.
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanyingproduct
supplement no. 4-I. The following discussion, when read in combination withthat section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal incometax consequences of owning and disposing of notes.
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as morefully described in "Material U.S. Federal Income Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement.Assuming this treatment is respected, the gain or loss on your notes should be treated aslong-
termcapitalgain or loss if youhold your notes for more than a year, whether or not you arean initial purchaser of notes at the issue
price. However, the IRS or acourt may not respect this treatment, in which casethetiming andcharacter of any income or losson the
notes could be materiallyandadversely affected. Inaddition, in 2007Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment of "prepaidforwardcontracts" 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
PS-9| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including anymandated
accruals) realizedbynon-U.S. investors should besubject to withholding tax; and whether these instruments are or should besubject
to the"constructive ownership" regime, which very generallycan operate to recharacterizecertain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requestscomments onappropriate transition rulesand effective dates,
any Treasury regulations or other guidancepromulgated after consideration of theseissues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect. Youshould consult your taxadviser regarding the
U.S. federal incometax consequences of an investment in the notes, including possible alternative treatments and the issuespresented
by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issued prior toJanuary
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 shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component withthe samematurityasthe notes, valued using theinternal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of the estimated valueof thenotes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybebased on, among other things, our and 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 anypotentialchanges to that ratemay have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations-Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes-The Estimated Value of the NotesIs Derived 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.These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of the notes 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 otherthings, 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 willingto buy notesfromyou in secondarymarket 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 originalissue price of the notes. These costs includethe sellingcommissions, if
any, paid to JPMS andother affiliated or unaffiliated dealers,the projectedprofits, if any, that our affiliatesexpect to realize for
assuming risks inherent in hedgingour obligations under thenotes and the estimated cost of hedging our obligations under the notes.
PS-10| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
Becausehedgingour obligations entails risk and maybe influenced bymarket forces beyond our control, this hedging may result in a
profit that ismore or less than expected, or it mayresult in aloss. A portion of theprofits, if any, realized in hedging our obligations
under the notes sold to brokerage accountsmaybe allowedto other affiliated or unaffiliated dealers, and we or one or more of our
affiliates will retain any remaining hedging profits.See"Selected Risk Considerations-Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes- The Estimated Value of the NotesWill BeLower Than the Original Issue Price (Price to
Public) of the Notes"in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will beimpacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with anyrepurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions, if any,
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. The length of anysuch initial period reflects thestructure of the notes, 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 pricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile and market exposure provided by the
notes.See "Hypothetical Payout Profile"and "How the Notes Work"in this pricingsupplementfor an illustration of the risk-returnprofile
of thenotes and"The Reference Stock"in this pricing 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 commissions, if any, 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 theestimated cost of hedging our obligations under the notes.
SupplementalPlan of Distribution
With respect to notes sold to certain fee-based advisory accountsfor which an affiliated or unaffiliated broker-dealer is an investment
adviser, the price to the publicwill not be lower than $975.00 per $1,000 principalamount note. JPMS andthese broker-dealers will
forgo anyselling commissions related to these sales. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product
supplement.
With respect to notes sold to brokerage accounts, JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions
it receives from us to other affiliated or unaffiliated dealers. In no event will these sellingcommissions exceed$25.00 per $1,000
principal amount note. See "Plan of Distribution (Conflictsof 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 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 supplementedbytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part, the accompanyingprospectus
addendumand the more detailed information contained in the accompanyingproduct supplement.Thispricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oralstatements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, 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 oftheaccompanying prospectus supplement and the accompanying
product supplementand in Annex A to the accompanying prospectus addendum, as the notesinvolve risks not associated with
conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the
notes.
PS-11| Structured Investments
Auto CallableDual Directional Accelerated Barrier NotesLinked to the
Common Stock of NVIDIACorporation
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated 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.