JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 04:58
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 buythese securities inany jurisdictionwhere the offer or sale is not permitted.
Subjectto completion datedOctober 30,2024
November ,2024
RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to productsupplement no. 3-Idated April 13,2023, underlying supplement no.1-Idated April 13,2023, theprospectus and
prospectus supplement, eachdated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Capped Notes Linked to the Dow Jones Industrial Average®
due November 26, 2027
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
●The notes aredesigned for investors whoseek exposure toany appreciation of the Dow Jones Industrial Average® over the
term of the notesup to amaximumreturn of at least 30.40% at maturity.
●Investors should be willing to forgo interest anddividend payments, while seeking repayment of at least 95.00%of principal
at maturity.
●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 the credit risk
of JPMorgan Chase & Co., as guarantor of the notes.
●Minimum denominations of $1,000 and integralmultiplesthereof
●Thenotes are expected to price on or about November 22, 2024 and are expected tosettle on or about November 27, 2024.
●CUSIP: 48135VDT2
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of theaccompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-12 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-4of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securities commission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectus and prospectusaddendum. Any representation to the contrary is a
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 thecomponentsof theprice to publicof thenotes.
(2) J.P. MorganSecuritiesLLC,which wereferto as JPMS, acting as agent forJPMorgan Financial,will payallof the sellingcommissions it
receivesfrom ustootheraffiliated orunaffiliateddealers. In noevent willthese sellingcommissionsexceed$10.00per$1,000 principal
amount note. See "Plan ofDistribution (Conflicts of Interest)" in theaccompanying productsupplement.
If thenotes priced today, theestimatedvalue of thenoteswould be approximately$974.70 per $1,000principal amount
note. Theestimatedvalueofthenotes, whentheterms of the notes areset, willbeprovidedinthepricing supplement and
will not be less than $900.00per $1,000principal amount note. See"The Estimated Value of the Notes"in thispricing
supplement for additional information.
Thenotesare not bankdeposits, are not insuredbytheFederalDeposit Insurance Corporationor anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
Key Terms
Issuer:JPMorgan Chase FinancialCompany LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:JPMorgan Chase & Co.
Index: The Dow Jones Industrial Average® (Bloomberg ticker:
INDU)
Participation Rate:100.00%
Maximum Amount:At least $304.00 per $1,000 principal
amount note (to be provided in the pricing supplement)
Pricing Date:On or about November 22, 2024
Original Issue Date (Settlement Date):On or about
November 27, 2024
Observation Date*: November 22, 2027
Maturity Date*:November 26, 2027
* Subjectto postponement in the event of amarket disruptionevent
and as described under "General Terms of Notes-Postponementof
a DeterminationDate - Notes Linkedtoa Single Underlying -
Notes Linkedto a SingleUnderlying (Other Than aCommodity
Index)"and "General Terms of Notes - Postponement ofa Payment
Date" in the accompanying product supplement
Payment at Maturity:
If theFinal Valueisgreater than the Initial Value, at maturity,
you will receive a cash payment, for each $1,000 principal
amount note, of $1,000 plus the Additional Amount, which will
not be greater than theMaximum Amount.
If theFinal Valueisequal to or less than the Initial Value, your
payment at maturity will becalculated as follows:
$1,000 + ($1,000 × Index Return)
In noevent, however, will the payment at maturity be less
than $950.00 per $1,000 principal amount note.
If theFinal Valueisless than the Initial Value, you will lose up
to 5.00% of your principal amount at maturity.
You areentitled to repayment of at least $950.00 per $1,000
principal amount note at maturity, subject tothecredit risks of
JPMorgan Financialand JPMorgan Chase & Co.
Additional Amount:
The Additional Amount payable at maturityper $1,000
principal amount note will equal:
$1,000 × Index Return ×Participation Rate, provided that the
Additional Amount willnot be greater than the Maximum
Amount.
Index Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing level of the Indexon the Pricing
Date
Final Value:Theclosing levelof theIndex on the Observation
Date
PS-2| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
Supplemental Terms of the Notes
Any value of any underlier, and any values derived therefrom, included in this pricingsupplement may be corrected, in the event of
manifest error or inconsistency, byamendment of thispricingsupplement 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.
Hypothetical Payout Profile
The following table and graph illustrate the hypotheticalpayment at maturity on the noteslinked to ahypothetical Index. The
hypothetical payments set forth below assume the following:
●an Initial Value of 100.00;
●a Participation Rate of 100.00%; and
●a Maximum Amount of $304.00 per $1,000 principal amount note.
The hypothetical Initial Value of 100.00 hasbeen chosen for illustrative purposes only andmaynot represent a likely actualInitial
Value. Theactual Initial Valuewill be the closing level of the Index on the Pricing Date and will be providedin the pricingsupplement.
For historical data regarding the actual closing levels of the Index, please see the historical information set forth under "The Index" in
thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below is for illustrative purposes only and maynot be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the followingtable and
graphhave been rounded for ease of analysis.
Final Value
Index Return
Additional Amount
Payment at Maturity
200.00
100.00%
$304.00
$1,304.00
190.00
90.00%
$304.00
$1,304.00
180.00
80.00%
$304.00
$1,304.00
170.00
70.00%
$304.00
$1,304.00
160.00
60.00%
$304.00
$1,304.00
150.00
50.00%
$304.00
$1,304.00
140.00
40.00%
$304.00
$1,304.00
130.40
30.40%
$304.00
$1,304.00
130.00
30.00%
$300.00
$1,300.00
120.00
20.00%
$200.00
$1,200.00
110.00
10.00%
$100.00
$1,100.00
105.00
5.00%
$50.00
$1,050.00
101.00
1.00%
$10.00
$1,010.00
100.00
0.00%
N/A
$1,000.00
99.00
-1.00%
N/A
$990.00
97.50
-2.50%
N/A
$975.00
95.00
-5.00%
N/A
$950.00
90.00
-10.00%
N/A
$950.00
80.00
-20.00%
N/A
$950.00
70.00
-30.00%
N/A
$950.00
60.00
-40.00%
N/A
$950.00
50.00
-50.00%
N/A
$950.00
40.00
-60.00%
N/A
$950.00
30.00
-70.00%
N/A
$950.00
20.00
-80.00%
N/A
$950.00
10.00
-90.00%
N/A
$950.00
0.00
-100.00%
N/A
$950.00
PS-3| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
The following graph demonstratesthehypothetical payments at maturity onthenotes for a range of Index Returns (-50% to 100%).
There canbe no assurance that the performance of the Index will result in a payment at maturity in excessof $950.00 per $1,000
principal amount note, subjectto thecredit risksof JPMorgan Financial andJPMorgan Chase & Co.
Note Payoff at Maturity
Index Performance
Index Return
How the Notes Work
Upside Scenario:
If theFinal Valueisgreater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus the Additional
Amount, which isequal to $1,000 times the Index Return times the Participation Rate of 100.00% and which will not be greater than the
Maximum Amount of at least $304.00 per $1,000 principal amount note. Assuming a hypotheticalMaximum Amount of $304.00 per
$1,000 principal amount note, an investor will realize themaximum payment at maturityat a Final Value of the Indexof 130.40% or
moreof its Initial Value.
●If theclosing level of theIndex increases 5.00%, investors will receive at maturity a 5.00% return, or $1,050.00 per $1,000 principal
amount note.
●Assuming ahypotheticalMaximum Amount of $304.00 per $1,000principalamount note, if the closing level of the Index increases
50.00%, investors will receiveat maturity a return equalto 30.40%, or $1,304.00 per $1,000 principal amount note, which is the
maximum payment at maturity.
Par Scenario:
If theFinal Valueis equal to the Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If theFinal Valueisless than the Initial Value, investors will lose1% of the principalamount of their notes for every 1% that the Final
Valueisless than the Initial Value, provided that the payment at maturity will not be less than $950.00 per $1,000 principal amount
note.
●For example, if the closing level of the Index declines 2.50%, investors will lose 2.50% of their principal amount and receive only
$975.00 per $1,000 principalamount note at maturity.
●For example, if the closing level of the Index declines 50.00%, investors will lose 5.00% of their principal amount and receive only
$950.00 per $1,000 principalamount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above apply only if youhold the notes for their entire term.
These hypotheticals do not reflect the feesor expenses that would be associated withanysale in the secondarymarket. If these fees
and expenses were included, the hypothetical returnsand hypothetical paymentsshown above would likely be lower.
PS-4| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
●THE NOTES MAY NOT PAY MORE THAN 95.00% OF THE PRINCIPAL AMOUNT AT MATURITY-
If theFinal Valueisless than the Initial Value, you will lose 1% of the principal amount of your notesfor every 1% that the Final
Valueisless than the Initial Value, provided that the payment at maturity will not be less than $950.00per $1,000 principal amount
note, subject tothecredit risks of JPMorgan Financial and JPMorgan Chase & Co. Accordingly, under these circumstances, you
will lose up to 5.00% of your principal amount at maturity andyou will not be compensated for any lossin value due to inflation and
other factors relating to the value of money over time.
●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM AMOUNT,
regardless of any appreciation of the Index, which may be significant.
●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 to you under the notes and you could loseyour entire investment.
●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection 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 tous and we are unable tomake
payments on the notes, you may have toseekpayment 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 NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which youmaybe able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not
designed to be short-termtrading instruments. Accordingly, you should be able and willing to hold your notes tomaturity.
●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for the estimated value of the notes and the
Maximum Amount.
Risks Relating to Conflicts of Interest
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse to your interests as aninvestor in the notes. Itispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated valueof the notesbecause costs associated with selling, structuringand hedging the notes are
included in the original issue price of the notes. These costsinclude theselling commissions, the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes andtheestimated cost of hedging
our obligations under the notes. See "The Estimated Valueof 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.
PS-5| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
●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 notes maydiffer 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' viewof the funding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional 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 Valueof the Notes" in thispricing supplement.
●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD -
We generallyexpect that some of the costs included in the original issue price of the noteswill be partiallypaid back toyou in
connection with any repurchases of your notesbyJPMS inan amount that willdecline to zero over an initial predetermined period.
See "Secondary Market Prices of the Notes" in thispricingsupplementfor additionalinformation relating to this initial period.
Accordingly, the estimatedvalue of your notesduring thisinitial period may be lower than the valueof the notesaspublished by
JPMS (and which may be shown onyour customer account statements).
●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondarymarket prices of thenotes willlikely be lower than theoriginal issue price of the notes because, among other
things, secondary market prices take into account our internal secondarymarket funding rates for structured debt issuances and,
also, because secondarymarket prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included intheoriginal issue price of the notes. As a result, theprice, if any, at which JPMS will be willing tobuy the
notes from you in secondarymarket transactions, if at all, is likely to be lower than the originalissue price. Anysale by you prior to
the Maturity Datecould result in a substantialloss to you.
●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of the notes duringtheir term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, aside from the selling commissions, projected hedging profits, if any, estimatedhedging
costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish aprice for
the notes, whichmay also be reflected oncustomer account statements. This price may bedifferent (higher or lower) than the price
of thenotes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See "Risk Factors-Risks
Relating to the Estimated Value and SecondaryMarket Prices of the Notes- Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
Risks Relating to the Index
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE®,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the Dow Jones Industrial Average®.
PS-6| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
The Index
The Dow Jones Industrial Average®consistsof 30 commonstockschosenas representative of the broad market of U.S. industry. For
additional information about the Dow Jones Industrial Average®, see "Equity Index Descriptions-The Dow JonesIndustrial Average®"
in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Index based on the weeklyhistorical closing levelsof the Index from
January4, 2019 through October 25, 2024. Theclosing level of the Indexon October 29, 2024 was 42,233.05. We obtained the closing
levelsabove and below from the Bloomberg Professional®service ("Bloomberg"), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to theclosing level of the Index on the Pricing Date or the Observation Date. There canbe no assurance that the performanceof the
Index will result in a payment at maturity in excess of $950.00 per $1,000 principal amount note, subject tothecredit risks of JPMorgan
Financial and JPMorgan Chase & Co.
Historical Performance of the DowJones Industrial Average®
Source: Bloomberg
Tax Treatment
There isuncertaintyregarding the U.S.federal income taxconsequences of an investment in thenotes due to the lackof governing
authority. You should review carefullythesection entitled "Material U.S. Federal Income Tax Consequences," and inparticular the
subsection thereof entitled "Tax Consequencesto U.S. Holders- Notes with a Term of More than One Year -NotesTreatedas
Contingent Payment Debt Instruments" in the accompanying product supplement no. 3-I. Notwithstanding that the notesdo not provide
for the full repayment of their principal amount at or prior to maturity, our special tax counsel, Davis Polk & Wardwell LLP, is of the
opinion that the notes should be treated for U.S. federal income tax purposes as debt instruments. Based on current market conditions,
we intend to treat the notes for U.S. federalincome tax purposesas "contingent payment debt instruments." Assuming this treatment is
respected, as discussed in that subsection, unlike a traditional debt instrument that provides for periodic payments of interest at a single
fixed rate, with respect to which a cash-method investor generally recognizesincome only upon receipt of stated interest, yougenerally
will be required to accrueoriginal issue discount ("OID") on your notesin each taxable year at the "comparable yield," asdetermined by
us, although we will not makeanypayment withrespect to the notes until maturity. Uponsale or exchange (including at maturity), you
will recognize taxable incomeor lossequal to the difference between the amount received from the sale or exchange and your adjusted
basis in the note, which generally will equal thecost thereof,increased by the amount of OID you have accrued in respect of the note.
You generallymust treat anyincome as interest income andanyloss as ordinary loss to the extent of previous interest inclusions, and
the balance ascapital loss. The deductibility of capital losses issubject to limitations. Special rulesmay apply if the amount payable at
maturityistreated as becoming fixed prior to maturity. Youshould consult your tax adviser concerning the application of these rules.
The discussionsherein and in the accompanyingproduct supplement do not address theconsequences to taxpayerssubject to special
tax accounting rules under Section 451(b) of the Code. Purchasers who are not initialpurchasers of notesat their issue price should
consult their tax advisers with respect to the tax consequences of aninvestment in notes, including the treatment of thedifference, if
any, between the basis in their notes and the notes' adjusted issue price.
Becauseour intended treatment of the notes as CPDIsis basedon current market conditions, we may determinean alternative
treatment is more appropriate based on circumstancesat the time of pricing. Our ultimate determination willbe bindingon you, unless
PS-7| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
youproperlydisclose to the IRS an alternative treatment. Also, the IRS maychallenge the treatment of the notesas CPDIs. If we
determine not to treat the notes as CPDIs, or if the IRS successfullychallenges the treatment of the notes as CPDIs, then the notes
should be treated as debt instruments that are not CPDIsand, unless treated as issued with less than a specified de minimisamount of
original issuediscount, could (depending on thefacts at the time of pricing) require the accrual of original issue discount as ordinary
interest income basedon a yield tomaturity different from (and possibly higher than) the comparableyield. Accordingly, under this
treatment,your annual taxable income from (and adjusted tax basis in) the notes could be higher or lower than if the notes were treated
as CPDIs, and any loss recognized upon a dispositionof the notes (including upon maturity) would becapitalloss, the deductibility of
which issubject to limitations. Accordingly, this alternative treatment could result in adverse taxconsequences to you.
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 fromthescope of Section 871(m) instruments issuedprior toJanuary
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividends for U.S. federal
income taxpurposes (each an "Underlying Security"). Based on certain determinations made byus, 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 this
determination. Section 871(m) iscomplex and its application maydependon your particular circumstances, including whether you enter
intoother transactions with respect to an Underlying Security. If necessary, further information regarding the potentialapplicationof
Section 871(m) will be provided in the pricingsupplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to thenotes.
The discussionsin the preceding paragraphs, when readin combination with the section entitled "Material U.S. Federal IncomeTax
Consequences" (and in particular the subsection thereof entitled "- Tax Consequences toU.S. Holders- Notes with a Term of More
than One Year -Notes Treated as Contingent Payment Debt Instruments") in the accompanying product supplement, to the extent
they reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax
consequences of owning and disposingof the notes.
Comparable Yield and Projected Payment Schedule
We will determine thecomparable yield for the notesand will provide that comparable yield and the related projectedpayment schedule
(or information about how toobtain them) in the pricing supplement for thenotes, which wewill file with the SEC. The comparable yield
for the notes will be determined based upon a variety of factors, including actualmarket conditions and our borrowing costs for debt
instrumentsof comparablematuritiesat the time of issuance.The comparable yield and projected payment scheduleare
determined solely to calculate the amount onwhich youwill be taxed with respect to the notes in each year and are neither a
prediction nor aguarantee of what the actual yield will be.
The Estimated Value of the Notes
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 withthesamematurityasthe 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 secondary market (if any exists) at any
time. The internal funding rate used in the determination of the estimatedvalueof the notesmaydiffer from the market-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 value of the notesas well as the higher issuance, operational
and ongoing liabilitymanagement costs of thenotesin comparison tothose costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which may prove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rate and
anypotential changes to that rate mayhave an adverse effect on the terms of the notes and any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market Prices of
the Notes -The Estimated Value of the Notes Is Derived by Reference toan Internal Funding Rate" in thispricing supplement.
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 asthetradedmarket prices of comparablederivative instruments and onvarious
other 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 estimated value of the notes is determined when
the terms of the notes aresetbased on market conditions and other relevant factors and assumptions existing at that time.
PS-8| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
The estimated value of the notes doesnot represent future values of the notes 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, marketconditions and other relevant factors in the futuremay change, and any assumptions may prove to be incorrect. On
futuredates, the value of the notescould change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'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 price of the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costsinclude the selling commissions paid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to realize for assuming risks
inherent in hedging our obligations under the notesandtheestimated cost of hedging our obligationsunder thenotes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
ismoreor less than expected,or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
notes may be allowed toother affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaininghedging
profits. See "Selected Risk Considerations- Risks Relating to the Estimated Valueand SecondaryMarket Prices of theNotes-The
Estimated Value of the NotesWill Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricingsupplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes - Secondary market prices of the notes will beimpacted bymany
economic and market factors" inthe accompanying product supplement. In addition, we generally expect that some of thecosts
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 structured debt issuances. This initial predetermined timeperiod is intended to be the shorter of sixmonthsandone-half of the
stated term of thenotes. Thelengthof any such initial period reflects the structure of the notes, whether our affiliatesexpect to earn a
profit inconnection withour hedging activities, the estimatedcosts of hedging the notes and 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.
SupplementalUse of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "Hypothetical Payout Profile" and "How the Notes Work" in this pricing supplement for an illustration of the risk-return profile
of thenotes and "The Index" in this pricing supplement for adescription 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 we accept such offer by notifying theapplicable
agent. We reserve the right to change the terms of, or rejectanyoffer 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 casewe may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplemented bythe accompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricingsupplement, together with the documents listed below, contains the terms of the notesandsupersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You shouldcarefully consider, among other things, the mattersset forthin the "Risk Factors" sections of theaccompanying
prospectussupplement and the accompanying product supplement and in Annex A to the accompanying prospectusaddendum, as the
notes involve risksnot associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
PS-9| Structured Investments
Capped Notes Linked to theDow JonesIndustrial Average®
You may accessthesedocuments onthe SEC websiteat www.sec.gov asfollows (or if such address haschanged,by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 3-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement and prospectus, each dated April 13,2023:
●Prospectus addendum dated June 3, 2024:
Our CentralIndex Key,orCIK, on theSEC website is 1665650,andJPMorgan Chase & Co.'sCIK is19617. Asused inthis pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.