JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:43
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminarypricing supplement is not an
offer to sell nor does it seek anoffer to buy these securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion dated October 31,2024
November , 2024RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 4-Idated April13, 2023, underlyingsupplement no.5-II dated March 5,2024, the prospectusand
prospectus supplement, each dated April 13,2023,andthe prospectusaddendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Review NotesLinked to theMerQube US Tech+ Vol
Advantage IndexdueNovember 27, 2029
Fully and UnconditionallyGuaranteed by JPMorgan Chase& Co.
•The notes aredesigned for investors whoseek early exit prior to maturity at a premium if, on any Review Date, the closing
level of the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index,isat or abovethe Call Value.
•The earliest date on which anautomatic call may be initiated isNovember 28, 2025.
•Investors should be willing to forgo interest and dividend payments and bewilling to lose up to 70.00% of their principal
amount at maturity.
•The Index is subject to a 6.0% per annumdaily deduction, and the performance of the Invesco QQQ TrustSM, Series 1
(the "QQQ Fund") is subject to a notional financing cost. These deductions will offset any appreciation of the
components of the Index, will heighten any depreciation of thosecomponents and will generally be a drag on the
performance of the Index. The Index will trail the performance of an identical indexwithout such deductions. See
"Selected Risk Considerations-Risks Relating to the Notes Generally -The Levelof the Index Will Include a 6.0%
per Annum Daily Deduction" and "Selected Risk Considerations -Risks Relating to the Notes Generally - The
Level of theIndex Will Include the Deduction of a Notional Financing Cost" in this pricing supplement.
•The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas
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 thecredit risk of
JPMorgan Chase & Co., as guarantor of the notes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes areexpected to price on or about November 21, 2024 and are expected tosettle on or about November 26, 2024.
•CUSIP: 48135VDG0
Investingin the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11 of the
accompanying product supplement, "Risk Factors" beginning on page US-4 of the accompanying underlying supplement and
"Selected Risk Considerations" beginningon page PS-6 of thispricing 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 accuracy or the adequacy of this pricingsupplement or the accompanying product supplement, underlying
supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contraryisa criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1)See "Supplemental Use ofProceeds"in thispricing supplementfor information about thecomponents of theprice to publicof thenotes.
(2)J.P.MorganSecurities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial, will pay all of the sellingcommissionsit
receivesfrom us to otheraffiliated or unaffiliateddealers. Innoeventwill these selling commissionsexceed $42.50 per $1,000 principal
amount note. See"Plan of Distribution (Conflicts of Interest)"in the accompanyingproduct supplement.
If the notes priced today, the estimated value of the noteswould be approximately $909.50per $1,000 principal amount note.
Theestimated value of the notes, when the terms of thenotes are set, will be provided in the pricing supplement and will not
be less than $900.00 per $1,000 principal amount note. See "TheEstimated Value of the Notes" in thispricing supplementfor
additional information.
The notes arenot bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagencyand
are not obligations of, or guaranteed by, a bank.
PS-1| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The MerQube US Tech+ Vol Advantage Index (Bloomberg
ticker: MQUSTVA). The levelof the Index reflects a deduction of
6.0% per annum that accruesdaily, and the performance of the
QQQ Fundissubject toa notionalfinancingcostthat accrues
daily.
Call Premium Amount: TheCall Premium Amount with respect
to each Review Date is set forth below:
•first Review Date:at least 17.90% × $1,000
•second Review Date: at least35.80% × $1,000
•thirdReview Date:at least53.70% × $1,000
•fourthReview Date:at least 71.60% × $1,000
•final Review Date: at least89.50% ×$1,000
(in eachcase, to be provided in thepricing supplement)
Call Value: 100.00% of the Initial Value
Buffer Amount: 30.00%
Pricing Date:On or aboutNovember 21, 2024
Original Issue Date (Settlement Date): On or about November
26, 2024
Review Dates*: November 28, 2025, November 23, 2026,
November 22, 2027, November 21, 2028 and November 21, 2029
(final Review Date)
Call Settlement Dates*:December 3, 2025, November 27, 2026,
November 26, 2027, November 27, 2028and theMaturity Date
Maturity Date*:November 27, 2029
Automatic Call:
If theclosing level ofthe Index on any Review Date is greater than
or equal tothe 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 applicable to that
Review Date, payable on the applicable Call Settlement Date. No
further payments will bemade on the notes.
Payment at Maturity:
If thenotes have not been automatically called and the Final Value
is less than the Initial Value by up to the Buffer Amount, youwill
receivetheprincipal amount of your notes at maturity.
If thenotes have not been automatically called and the Final Value
is less than the Initial Value by more than the Buffer Amount, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If thenotes have not been automatically called and the Final Value
is less than the Initial Value by more than the Buffer Amount, you
will lose some or most of your principal amount at maturity.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value: The closing level of the Indexon the Pricing Date
Final Value: Theclosing levelof theIndexon the final Review
Date
* Subject to postponement in the event of a market disruption event
and as described under "Supplemental Terms of the Notes-
Postponement of a Determination Date -Notes Linked Solely to
an Index" in the accompanying underlying supplement and
"GeneralTerms of Notes -Postponement of a Payment Date" in
the accompanying product supplement
PS-2| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
The MerQube US Tech+Vol Advantage Index
The MerQube US Tech+ Vol Advantage Index (the "Index") was developed by MerQube (the "IndexSponsor" and "IndexCalculation
Agent"),in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the IndexCalculation
Agent.TheIndex was established on June 22, 2021. An affiliateof ourscurrently has a 10% equityinterest intheIndexSponsor, with
a right toappoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor.
Since February 9, 2024 (the "Amendment Effective Date"), the underlying asset to which the Indexislinked (the "Underlying Asset")
hasbeen anunfunded position in the QQQ Fund, calculated as the excess of the total return of the QQQ Fundover a notional financing
cost. Prior to the Amendment Effective Date, the Underlying Asset wasan unfunded rollingposition in E-Mini Nasdaq-100futures (the
"Futures Contracts").
The investment objective of the QQQ Fund is toseek to track the investment results, before fees and expenses, of the Nasdaq-100
Index®. For more information about the QQQ Fund and theNasdaq-100 Index®, see "Background on the Invesco QQQ TrustSM, Series
1" and"Background on the Nasdaq-100 Index®," respectively, in the accompanying underlying supplement.
The Index attempts to provide a dynamic rules-based exposure to the Underlying Asset, while targeting alevelof implied volatility, with
a maximum exposure to the Underlying Asset of 500% anda minimum exposure to the Underlying Asset of 0%. The Index is subject to
a 6.0% per annumdaily deduction, and the performance of the Underlying Asset is subject to a notional financing cost deducted daily.
On each weekly Index rebalance day, the exposure to the Underlying Asset isset equal to (a) the35%implied volatility target (the
"target volatility") divided by (b) the one-week implied volatility of the QQQ Fund, subject to a maximum exposure of 500%. For
example, if the implied volatility of the QQQ Fundisequal to 17.5%, the exposure to the Underlying Asset will equal 200% (or 35% /
17.5%) and if the implied volatilityof theQQQ Fund is equal to 40%, the exposure to the Underlying Asset will equal 87.5% (or 35% /
40%). The Index's exposureto the Underlying Asset will begreater than 100% when the implied volatility of the QQQ Fund is below
35%, and the Index's exposure to the Underlying Asset will be less than 100% when the implied volatility of the QQQ Fund is above
35%. In general, the Index'starget volatility feature is expected to result in the volatility of the Index beingmorestable over time than if
no target volatilityfeature were employed. No assurance can be provided that thevolatilityof theIndex will be stable at any time. The
Index usesthe implied volatility of the QQQ Fund asa proxy for therealizedvolatilityof the Underlying Asset.
The Index tracks the performanceof the QQQ Fund, with distributions, if any, notionally reinvested,lessthe daily deduction of a
notionalfinancing cost. The notional financingcost is intended toapproximate the cost of maintaining a position in the QQQ Fund
using borrowed funds at a rate of interest equal to SOFR plus aspread of 0.50% per annum. SOFR, the Secured Overnight Financing
Rate, is intended to be a broad measure of the cost of borrowing cash overnight collateralizedby Treasury securities. The Indexisan
"excess return" index and not a "total return" index because, as part of the calculation of the level of the Index, the performance of the
QQQ Fund is reduced bythe notional financingcost. The notional financing cost has been deducted from the performance of the QQQ
Fund since the Amendment Effective Date.
The 6.0% per annum daily deduction and the notional financing cost willoffset any appreciationof the Underlying Asset, will heighten
anydepreciation of the Underlying Asset and will generally be a drag on the performance of the Index. The Index will trail the
performance of an identicalindex without suchdeductions.
Holding the estimated value of the notes and market conditions constant, the Call Premium Amounts, the Buffer Amount and the other
economic terms available on the notesare morefavorable to investors than the terms that would be available on a hypothetical note
issuedbyuslinkedto an identicalindex without a daily deduction. However, there canbe no assurance thatany improvement in the
terms of the notes derived from the dailydeduction willoffset the negative effect of the daily deduction on the performance of the
Index.The return on the notes may be lower than the return on ahypothetical note issued by us linked to anidenticalindex without a
daily deduction.
The daily deduction and the volatility of the Index (as influenced by the Index's target volatility feature) are two of the primary variables
that affect the economic terms of the notes. Additionally, the daily deduction and volatilityof the Index are two of the inputs our
affiliates' internalpricing models use to value the derivative or derivatives underlying the economicterms of the notes forpurposes of
determining the estimated value of the notesset forth on thecover of this pricingsupplement. The daily deduction will effectively
reduce the value of the derivativeor derivatives underlying the economic termsof the notes. See "The Estimated Value of the Notes"
and "Selected Risk Considerations-Risks Relating to the Estimated Value and Secondary Market Prices of the Notes" in this pricing
supplement.
The Index is subject to risks associated with theuseof significant leverage. The notional financing cost deducted daily will
be magnified by any leverage provided by the Index.In addition, the Index may be significantly uninvested on any given day,
and, inthat case, will realize only a portion of any gainsdue to appreciation of the Underlying Asset on that day. The index
deduction isdeducted daily at a rateof 6.0% per annum, even when the Index is not fully invested.
PS-3| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that
the Index will be successful or will outperform any alternative indexor strategy thatmight reference the Underlying Asset.
For additional information about the Index, see "The MerQube Vol Advantage Index Series" in the accompanying underlying
supplement.
PS-4| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
Supplemental Terms of the Notes
Any values of the Index, and any valuesderived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, byamendment of this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment upon an Automatic Call
Payment at MaturityIf the Notes Have Not Been Automatically Called
The notes willbe automaticallycalledonthe applicableCall Settlement Date and youwill
receive (a) $1,000plus (b) the Call PremiumAmount applicable to that ReviewDate.
No further payments will be made onthenotes.
ReviewDates
AutomaticCall
The closing level of the
Indexis greater than or
equal totheCall Value.
The closing level of the
Indexis less than the
Call Value.
Call
Value
Compare theclosing level of the Indexto theCall Valueoneach ReviewDateuntil anyearlier automatic call.
The notes will not beautomaticallycalled. Proceedto the next ReviewDate, if any.
No AutomaticCall
ReviewDates
Youwill receive the principal amount
of yournotes.
The notes havenot
been automatically
called. Proceedto the
payment at maturity.
Final ReviewDatePayment at Maturity
The Final Value is lessthanthe Initial Valuebyup
to theBuffer Amount.
You will receive:
$1,000+ [$1,000 × (IndexReturn +
BufferAmount)]
Under these circumstances, you will
losesome or mostofyourprincipal
amount at maturity.
The Final Value is lessthantheInitial Value by
more than the BufferAmount.
PS-5| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
Call Premium Amount
The tablebelow illustrates the hypothetical Call Premium Amount per $1,000 principal amount notefor each Review Date based on the
minimum Call Premium Amountsset forthunder "Key Terms -Call Premium Amount"above.The actual Call PremiumAmountswill
be provided in the pricingsupplement and willnot be lessthan theminimum Call Premium Amountsset forthunder "KeyTerms - Call
Premium Amount."
Review Date
Call Premium Amount
First
$179.00
Second
$358.00
Third
$537.00
Fourth
$716.00
Final
$895.00
Hypothetical PayoutExamples
The following examples illustratepayments on the notes linked to a hypothetical Index, assuming a range of performances for the
hypotheticalIndex on the Review Dates.
In addition, the hypothetical paymentsset forth below assumethe following:
•an Initial Value of 100.00;
•a Call Value of 100.00 (equal to 100.00% of the hypothetical Initial Value);
•a Buffer Amount of 30.00%; and
•the Call Premium Amounts are equal to the minimum Call Premium Amountsset forthunder "Key Terms -Call Premium
Amount" above.
The hypotheticalInitial Value of 100.00 hasbeen chosen for illustrativepurposes only and maynot represent a likely actual Initial
Value. The actualInitial Value will be the closinglevelof theIndex onthe Pricing Date and will be providedin the pricing supplement.
For historical data regarding the actual closing levels of theIndex, please see the historical information set forth under "Hypothetical
Back-Tested Data and Historical Information" in thispricingsupplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of thenotes. The numbers appearing in the following exampleshave been rounded for ease of analysis.
Example 1 - Notes are automatically called on the first Review Date.
Date
Closing Level
First Review Date
110.00
Notesare automatically called
Total Payment
$1,179.00(17.90% return)
Because the closing levelof the Index on the first Review Date isgreater than or equal to the Call Value, the notes willbeautomatically
called for acash payment, for each $1,000 principal amount note, of $1,179.00(or $1,000 plustheCall Premium Amount applicable to
thefirst Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Example 2 - Notes are automatically called on the final Review Date.
Date
Closing Level
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
75.00
Notes NOT automaticallycalled
Third through Fourth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
280.00
Notesare automaticallycalled
Total Payment
$1,895.00 (89.50% return)
Because the closing levelof the Index on the final Review Date is greater than or equaltothe Call Value, the notes willbeautomatically
called for acash payment, for each $1,000 principal amount note, of $1,895.00 (or $1,000 plustheCall Premium Amount applicable to
thefinal Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
PS-6| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
Example 3 - Notes have NOT been automatically called and theFinal Value is lessthan theInitial Value by up to the Buffer
Amount.
Date
Closing Level
First Review Date
90.00
Notes NOT automaticallycalled
Second Review Date
85.00
Notes NOT automaticallycalled
Third through Fourth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
90.00
Notes NOT automaticallycalled; Final Value isless than the Initial
Valuebyup to the Buffer Amount
Total Payment
$1,000.00(0.00% return)
Because the noteshave not been automatically called and the Final Valueis lessthantheInitial Value by up to the Buffer Amount, the
payment at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example4- Notes have NOT been automatically called andtheFinal Value is less than theInitial Value by more than the
Buffer Amount.
Date
Closing Level
First Review Date
80.00
Notes NOT automaticallycalled
Second Review Date
70.00
Notes NOT automaticallycalled
Third through Fourth
Review Dates
Less than Call Value
Notes NOT automaticallycalled
Final Review Date
40.00
Notes NOT automaticallycalled; Final Value is less than theInitial
Valuebymore than the Buffer Amount
Total Payment
$700.00 (-30.00% return)
Because the noteshave not been automatically called, the Final Value is lessthan the Initial Value by more than the Buffer Amount and
theIndex Return is-60.00%, the payment at maturity will be$700.00 per $1,000 principalamount note, calculatedasfollows:
$1,000 + [$1,000 × (-60.00% + 30.00%)]= $700.00
The hypothetical returnsand hypothetical payments on the notesshown above apply onlyif you hold the notes for their entire term
or until automatically called.These hypotheticalsdo not reflect the fees or expenses that would beassociated with any sale in the
secondarymarket. If these fees and expenses were included, thehypothetical returns and hypothetical payments shown above would
likelybe lower.
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the"Risk Factors"sections of the
accompanyingprospectus supplement, product supplement and underlying supplement and in Annex A totheaccompanying
prospectusaddendum.
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 Final Value is less than
theInitial Value by morethan30.00%, you will lose 1% of the principal amount of your notes for every 1% that the FinalValue is
less than the Initial Valuebymore than 30.00%. Accordingly, under thesecircumstances, you will lose up to 70.00% of your
principal amount at maturity.
•THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION -
The Index is subject to a 6.0% per annum daily deduction. As a result, the level of the Index will trail the value of anidentically
constituted synthetic portfolio that is not subject to anysuch deduction.
This deduction willplace a significant drag on the performance of the Index, potentially offsetting positive returnson the Index's
investment strategy, exacerbating negative returnsof its investment strategy and causing the levelof the Index to declinesteadily if
the return of its investment strategy is relatively flat. The Indexwill not appreciate unless the return of its investment strategyis
PS-7| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
sufficient to offset the negative effectsof thisdeduction, andthen only to the extent that the returnof its investment strategy is
greater than this deduction. As a result of this deduction, the level of the Indexmay decline even if the returnof its investment
strategyis otherwise positive.
The daily deduction is one of the inputs our affiliates' internal pricingmodels use to valuethe derivative or derivatives underlying
the economic terms of the notes for purposes of determining the estimatedvalue of the notes set forth on the cover of this pricing
supplement.The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic terms of
the notes. See "The Estimated Value of the Notes" and "-Risks Relating to the Estimated Value and SecondaryMarket Prices of
the Notes" in this pricing supplement.
•THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A NOTIONAL FINANCING COST-
Since the Amendment Effective Date, theperformance of the Underlying Asset has beensubject to a notional financing cost
deducted daily.The notional financingcost is intended to approximate the cost of maintaining a position in the QQQ Fund using
borrowedfunds at a rate of interest equal to the daily SOFR rateplusa fixed spread.Theactualcost of maintaining aposition in
the QQQ Fund at any time may be less than the notional financing cost.Asa result of this deduction, the level of the Index will trail
the value of an identically constituted synthetic portfolio that is not subject to any such deduction.
•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 bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed toyouunder the notes and you could lose your entire investment.
•AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and thecollection of intercompany obligations. Aside from the initial capital contribution fromJPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loansmade by us to
JPMorgan Chase & Co. or under other intercompany agreements. Asa result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcyor resolution of JPMorgan Chase & Co. we are not expected to havesufficient resources tomeet our obligations in
respect of the notesas they come due. If JPMorgan Chase& Co. does not make payments to us and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of the Index, which may besignificant. You will not participate in any appreciation of the Index.
•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. Thereis 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 notesare calledbefore 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 QQQ FUND OR THE SECURITIES HELD BY THE QQQ FUND OR HAVE ANY
RIGHTS WITH RESPECT TO THE QQQ FUND OR THOSE SECURITIES.
•JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN
THE FUTURE -
Any research, opinions or recommendations could affect the market value of the notes. Investors should undertake their own
independent investigation of the meritsof investing in the notes, the Index and thecomponentsof the Index.
PS-8| Structured Investments
Review NotesLinked to the MerQube US Tech+ VolAdvantageIndex
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notesis
likelyto depend on the price, if any, at which JPMS 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 thenotes and the
Call Premium Amounts.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay a varietyof 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 whilethe
value of the notes declines.Please refer to"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
An affiliate of ourscurrentlyhas a 10% equity interest in the Index Sponsor, witha right to appoint an employeeof JPMS, another
of our affiliates, asa member of theboard of directors of theIndex Sponsor.The Index Sponsor can implement policies, make
judgments or enact changes to the Indexmethodology that could negativelyaffect the performance of the Index. The Index
Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversely
affect the value of the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising
the Index, and we, JPMS, our other affiliates and our respectiveemployees areunder no obligation to consider your interests as an
investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the roleof
an employee of JPMS asa member of the board of directorsof the Index Sponsor.
In addition, JPMS worked with the Index Sponsor in developing the guidelines and policies governing the composition and
calculation of the Index. Although judgments, policiesand determinations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS, ultimatelycontrols JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the levelof the Index and the value of your notes. JPMS is underno
obligation to consider your interests as aninvestor in the notes in its role indeveloping the guidelines and policies governing the
Index or making judgments that may affect the level of the Index.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated valueof the notesis only an estimate determined by reference to several factors. The original issueprice of the
notes will exceed the estimated valueof the notesbecausecosts associated with selling, structuring andhedging the notes are
included in the original issue price of the notes.Thesecosts include the selling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging
our obligations under the notes. See "The Estimated Valueof the Notes" in this pricingsupplement.
•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 NOTESIS DERIVED BY REFERENCE TOAN INTERNAL FUNDING RATE -
The internal fundingrate usedin the determinationof the estimated value of the notes may differ from themarket-implied funding
rate for vanilla fixed income instruments of a similar maturityissued by JPMorgan Chase & Co. or its affiliates. Anydifference may
be based on, among other things, our and our affiliates' view of thefunding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes.The use of an
internalfunding rate and anypotentialchanges 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 this pricing supplement.
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•THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back to you in
connection with any repurchases of your notesbyJPMS in an amount that will decline to zero over an initial predetermined period.
See"SecondaryMarket Prices of the Notes" in this pricingsupplement for 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 customer account statements).
•SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket fundingrates for structured debt issuances and,
also, becausesecondarymarket prices may excludesellingcommissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes.As a result, the price, if any, at which JPMS will be willing to buy the
notes from you in secondarymarket transactions, if at all,is likely to be lower than the originalissue price. Anysale by you prior to
theMaturity Datecould result in a substantialloss to you.
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, projected hedgingprofits, if any, estimatedhedging
costs and the level ofthe Index. Additionally, independent pricing vendors and/or third party broker-dealersmay publish a price for
the notes, whichmay also be reflectedoncustomer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at whichJPMS may be willing to purchase your notes in the secondarymarket. See "Risk Factors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes- Secondary market prices of the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to theIndex
•THE INDEX SPONSOR MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS LEVEL, AND THE INDEX SPONSOR HAS
NO OBLIGATION TO CONSIDER YOUR INTERESTS-
The Index Sponsor is responsible for maintaining the Index. The Index Sponsor can add, delete or substitute the componentsof
theIndex or make other methodological changes that couldaffect the level of the Index. The Index Sponsor hasno obligation to
consider your interests incalculating or revisingthe Index.
•THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED
IN RESPECT OF THE UNDERLYING ASSET -
No assurance can be given that the investment strategyon which the Index is based will be successfulor that the Indexwill
outperformany alternative strategythat might be employed with respect to the Underlying Asset.
•THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY -
No assurance can be given that the Index will maintain an annualized realized volatility that approximatesitstarget volatility of
35%. The Index's target volatilityisa level of implied volatility and therefore the actual realized volatility of the Index may be
greater or less than the target volatility. On each weekly Index rebalance day, the Index's exposure to the Underlying Assetisset
equal to (a) the 35% impliedvolatility target dividedby(b) the one-weekimplied volatilityof the QQQ Fund, subject to a maximum
exposure of 500%. The Indexuses the implied volatility of the QQQ Fund as a proxy for the realized volatilityof the Underlying
Asset. However, thereisno guarantee that themethodology used by the Index to determine the implied volatilityof the QQQ Fund
will be representative of the realized volatility of the QQQ Fund. The volatilityof the Underlying Asset on any day may change
quickly and unexpectedly andrealizedvolatility maydiffer significantlyfrom impliedvolatility. In general, over time, the realized
volatilityof the QQQ Fundhas tended to be lower than its implied volatility; however, at any time that realized volatility may exceed
its implied volatility, particularly duringperiodsof market volatility. Accordingly, the actual annualizedrealized volatility of the Index
maybe greater than or less than the target volatility, whichmayadversely affect thelevel of the Index and thevalue of the notes.
•THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE-
On a weeklyIndex rebalanceday, the Index will employ leverage to increase the exposureof the Index to the UnderlyingAsset if
the implied volatility of the QQQ Fund is below 35%, subject to amaximum exposure of 500%. Under normal market conditions in
the past, the QQQ Fund has tended to exhibit animplied volatility below 35%.Accordingly, the Index has generally employed
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leveragein the past, except during periodsof elevatedvolatility. When leverage is employed, any movementsin the prices of the
Underlying Asset will result ingreater changes in the level of the Index than if leverage were not used. In particular, the use of
leverage will magnify any negative performance of the Underlying Asset, which, in turn, would negativelyaffect the performance of
the Index. Because the Index's leverage is adjusted onlyon a weeklybasis, in situations where a significant increase in volatility is
accompanied by asignificant declinein the price of the Underlying Asset, the level of the Index may decline significantly before the
following Index rebalance day when the Index'sexposure tothe Underlying Asset would be reduced. In addition, the notional
financing cost deducted daily will be magnified by any leverage provided by the Index.
•THE INDEX MAY BE SIGNIFICANTLY UNINVESTED -
On a weeklyIndex rebalanceday, the Index's exposureto the Underlying Asset will be less than 100% when the implied volatility
of the QQQ Fund is above 35%. If the Index's exposure to the Underlying Asset is less than 100%, the Index will not be fully
invested, and any uninvested portion will earn no return. The Indexmay be significantly uninvested on any given day, and will
realize only a portion of any gainsdue to appreciation of the Underlying Asset on anysuch day. The 6.0% per annum deductionis
deducted daily, even when the Index is not fullyinvested.
•AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES -
Someof the equity securities held by the QQQ Fund are issued by non-U.S. companies. Investments insecurities linked to the
value of such non-U.S. equitysecurities involve risks associated with the home countries ofthe issuersof those non-U.S. equity
securities.The prices of securities issued by non-U.S. companies maybe affected by political, economic, financial and social
factors in the homecountriesof thoseissuers, or global regions, includingchanges in government, economicand fiscalpolicies
and currency exchange laws.
•THERE ARE RISKS ASSOCIATED WITH THE QQQ FUND-
TheQQQ Fundissubject to management risk, which is the risk that the investment strategies of the QQQ Fund's investment
adviser, the implementation ofwhich issubject to a number of constraints, maynot produce the intended results. These
constraintscouldadversely affect the market price of theshares of the QQQ Fund and, consequently, the value of the notes.
•THE PERFORMANCE AND MARKET VALUE OF THE QQQ FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THE QQQ FUND'S UNDERLYING INDEX AS WELL AS
THE NET ASSET VALUE PER SHARE -
TheQQQ Funddoes not fullyreplicate itsunderlying index and may hold securities different fromthose included in itsunderlying
index. In addition, the performance of theQQQ Fund will reflect additional transactioncosts and fees that are not included in the
calculation of itsunderlying index. All of thesefactorsmay lead toa lack of correlation between the performance of theQQQ Fund
and its underlyingindex. In addition, corporateactions with respect to the equity securities underlying the QQQ Fund (such as
mergers and spin-offs) mayimpact the variance between the performances of theQQQ Fund and its underlying index. Finally,
because theshares of theQQQ Fund are traded on asecuritiesexchange and are subject to market supply and investor demand,
the market value of one shareof theQQQ Fund maydiffer from the net asset value per share of theQQQ Fund.
During periodsof market volatility, securities underlying the QQQ Fund may be unavailable in thesecondarymarket, market
participants may be unable tocalculate accurately the net asset value per shareof the QQQ Fundand the liquidity of the QQQ
Fundmay be adversely affected. This kind of market volatility mayalso disrupt the abilityof market participants to create and
redeem shares of the QQQ Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market
participants are willing to buyand sell shares of the QQQ Fund. As a result, under these circumstances, themarket value of shares
of theQQQ Fund mayvary substantially from the net asset valueper share of theQQQ Fund. For all of the foregoing reasons, the
performance of the QQQFund may not correlate with the performance of itsunderlying index as well asthe net asset value per
share of the QQQ Fund, which couldmaterially andadversely affect the value of the notesin thesecondarymarket and/or reduce
anypayment on the notes.
•HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS, AND THE HISTORICAL AND HYPOTHETICAL BACK-TESTED
PERFORMANCE OF THE INDEX ARENOT INDICATIONS OF ITS FUTURE PERFORMANCE -
The hypothetical back-tested performance of the Index set forth under "Hypothetical Back-Tested Dataand Historical Information"
in this pricingsupplement is purely theoretical and doesnot represent the actual historicalperformance of the Index andhasnot
beenverified by an independent third party. Hypothetical back-tested performance measures have inherent limitations.
Hypotheticalback-tested performance is derived by means of the retroactive application of a back-tested modelthat has been
designed withthebenefit of hindsight. Alternativemodellingtechniques might produce significantly different resultsandmay prove
to bemore appropriate. Past performance, and especially hypothetical back-tested performance, isnot indicative of future results.
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Thistype of information has inherent limitations,andyou shouldcarefully consider these limitations before placing reliance on such
information.
In addition, the QQQ Fund replaced the Futures Contracts as the Underlying Asset on the Amendment Effective Date. No
assurance canbe provided that the QQQ Fund is an appropriatesubstitutefor the FuturesContracts. This replacement may
adversely affect the performance of theIndex and thevalue of the notes, asthe QQQ Fund, subject to a notional financing cost,
mayperform worse, perhaps significantly worse, thantheFutures Contracts. The Indexlacks anyoperating history withthe QQQ
Fund as the Underlying Asset prior to the Amendment Effective Date and may perform in unanticipated ways. Investors in the
notes should bear thisdifference in mind when evaluatingthe historical and hypothetical back-tested performance shown in this
pricingsupplement.
•OTHER KEY RISK:
oTHE INDEX WAS ESTABLISHED ON JUNE 22, 2021 AND MAY PERFORM IN UNANTICIPATED WAYS.
Please refer to the "Risk Factors" section of the accompanying underlying supplement for more details regarding the above-listed and
other risks.
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Hypothetical Back-Tested Data and Historical Information
The following graph setsforththe hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January4, 2019 through June 18, 2021, and thehistorical performance of the Indexbased on the
weekly historical closing levels of the IndexfromJune 25, 2021 through October 25, 2024.The Index was established on June 22,
2021, as representedby thevertical linein the followinggraph. All data to the left of that vertical linereflect hypothetical back-tested
performance of the Index. All data to the right of that vertical line reflect actual historical performance of the Index. The closing level of
the Index on October29, 2024 was 11,619.32.Weobtained the closing levels above and below from the BloombergProfessional®
service ("Bloomberg"), without independent verification.
The data for the hypotheticalback-tested performance of the Index set forth in the following graph are purely theoretical and do not
represent the actual historicalperformance of the Index.See "Selected Risk Considerations- Risks Relating to the Index-
Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations,
and the Historical and Hypothetical Back-Tested Performance of the Index Are Not Indications of Its Future Performance" above.
Thehypothetical back-tested and historical closing levels of theIndexshould not be taken as an indication of future performance, and
no assurance can be given as to the closing level of the Indexon the Pricing Date orany Review Date.There can be no assurance
that the performance of theIndex will result in the return of any of your principal amount in excess of $300.00 per $1,000 principal
amount note, subject tothecredit risksof JPMorgan Financial and JPMorgan Chase & Co.
The hypothetical back-tested closing levels of the Index have inherent limitations and havenot been verified by an independent third
party. These hypotheticalback-tested closing levels are determined by means of a retroactiveapplication of a back-tested model
designed withthebenefit of hindsight. Hypothetical back-tested results are neither anindicator nor a guarantee of future returns. No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling
techniquesor assumptions would produce different hypothetical back-tested closinglevels of theIndex that might prove to bemore
appropriate and that might differ significantly from the hypothetical back-testedclosing levels of the Index set forth above.
Tax Treatment
Youshould review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
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, asmorefully described in "Material U.S. FederalIncome 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 gainor losson 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 casethe timing andcharacter of any income or losson the
notes could be materiallyandadversely affected.In addition, in 2007Treasury and the IRS released a notice requesting comments on
theU.S. federal income taxtreatment of "prepaid forwardcontracts" and similar instruments.The notice focuses in particular on
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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; the relevance of factors such as
the natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including any mandated
accruals) realizedbynon-U.S. investorsshouldbe subject to withholding tax; and whether these instruments are or should be subject
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 effectivedates,
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 regardingthe
U.S. federal incometax consequences of an investment in the notes, including possiblealternative treatments and the issuespresented
by thisnotice.
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 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 shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component withthe samematurityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic 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 value of thenotes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. orits affiliates. Any difference
maybe based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for theconventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for thenotes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes - The Estimated Value of the NotesIs Derived by Reference to anInternalFundingRate" in this
pricingsupplement.
The value of the derivative or derivativesunderlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
variousother inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimatedvalue of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes doesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould 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 futuremay change, and any assumptionsmay prove to be incorrect. On
future dates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'screditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondary market transactions.
The estimated value of the notes will be lower than the original issue priceof the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs include the sellingcommissions
paidto JPMS and other affiliated or unaffiliated dealers, theprojected profits, if any, that our affiliatesexpect to realize for assuming
risks inherent in hedging our obligations under thenotes and the estimatedcost of hedgingour obligations under the notes. Because
PS-14| Structured Investments
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hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result inaprofit that
ismoreor less than expected,or it may result in a loss.A portionof the profits, if any, realized in hedging our obligations under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations -Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes-The
Estimated Value of the NotesWill Be Lower Than the Original Issue Price (Price to Public) of the Notes" inthis pricingsupplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes-Secondary market prices of the notes will be impacted bymany
economic and market factors"in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes. The lengthof anysuchinitial period reflects the structure 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 pricingsupplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work"and "Hypothetical Payout Examples" in this pricingsupplement for an illustration of the risk-return
profile of the notes and "TheMerQube US Tech+ Vol Advantage Index" in thispricingsupplementfor a description of the market
exposure provided by the notes.
The originalissue price of thenotes is equal to the estimated value of the notes plus the selling commissions paidtoJPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under thenotes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which weaccept such offer by notifying the applicable
agent. We reservethe 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 read thispricing supplement together with theaccompanying prospectus, as supplementedbytheaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendumand the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other writtenmaterialsincludingpreliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. Youshould carefullyconsider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectussupplement, the accompanying product supplement and the accompanying underlying 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 advisersbefore you invest in the notes.
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 5-II dated March 5, 2024:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectusaddendum dated June 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used inthispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.