JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 13:53
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcompleteandmaybe changed. This preliminary pricing supplementis 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 31,2024
November ,2024
RegistrationStatement Nos.333-270004 and 333-270004-01;Rule 424(b)(2)
Pricingsupplement to product supplementno. 4-Idated April 13, 2023, underlyingsupplement no.1-IdatedApril13,2023, the prospectus and
prospectus supplement, each dated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Accelerated Barrier Notes Linked to the
Least Performing of the Nasdaq-100 Index®, the
Russell 2000® Index and the S&P 500® Index due
November 26, 2027
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 (other than
the final Review Date), the closing levelof each of the Nasdaq-100 Index®, the Russell 2000® Index and the S&P 500®
Index, which we refer to as the Indices, is at or above its Call Value.
●The earliest dateon which an automatic call may be initiated is November 26, 2025.
●The notes arealso designed for investors who seek an uncapped return of 1.50 times anyappreciation of the least
performing of the Indices at maturity, if the noteshave not been automaticallycalled.
●Investors should be willing to forgo interest anddividend payments and be willing to accept the risk of losingsome or all of
their principal amount 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.
●Payments onthenotes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as describedbelow.
●Minimum denominations of $1,000 and integralmultiplesthereof
●The notes areexpected to price on or aboutNovember 21, 2024 and are expected to settle on or about November 26, 2024.
●CUSIP: 48135VFR4
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-11 of
the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the notes or passedupon theaccuracy or theadequacyof thispricing supplement or the accompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand 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 this pricingsupplementforinformation about the components of the price to publicofthe notes.
(2) J.P. Morgan SecuritiesLLC, which we referto asJPMS, acting asagentfor JPMorgan Financial,will payallof the sellingcommissions it
receivesfrom us tootheraffiliated orunaffiliateddealers.In noeventwillthese sellingcommissions exceed$30.00per$1,000 principal
amount note. See "Plan ofDistribution (Conflicts of Interest)"in theaccompanyingproductsupplement.
If thenotes priced today, the estimatedvalue of thenoteswould be approximately$943.10 per $1,000principal amount
note. Theestimatedvalue ofthenotes, whenthe terms of thenotesareset, willbe providedinthepricing supplement and
will not be less than $900.00per $1,000 principal amount note. See "The Estimated Valueof theNotes"inthis pricing
supplement for additional information.
Thenotesarenot bankdeposits, are not insured bythe FederalDeposit Insurance Corporation or anyother governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Nasdaq-100 Index® (Bloomberg ticker: NDX), the
Russell2000® Index (Bloomberg ticker: RTY) and the S&P 500®
Index (Bloomberg ticker: SPX)
Call Premium Amount:TheCall Premium Amount with respect
to each Review Date is set forth below:
●first Review Date:
at least 12.10% ×$1,000
●second Review Date:
at least 24.20% ×$1,000
(in eachcase, to be provided in the pricing supplement)
Call Value:With respect to each Index, 100.00% of its Initial
Value
Upside Leverage Factor:1.50
Barrier Amount:With respect to each Index, 70.00% of its Initial
Value
Pricing Date:On or about November 21, 2024
Original Issue Date (Settlement Date):On or about November
26, 2024
Review Dates*:November 26, 2025, November 23, 2026 and
November 22, 2027 (final Review Date)
Call Settlement Dates*:December 2, 2025 and November 27,
2026
Maturity Date*:November 26, 2027
* Subject to postponement in the event of a market disruption
event and as described under "General Terms of Notes -
Postponement of a Determination Date -Notes Linked to
Multiple Underlyings" and "GeneralTerms of Notes -
Postponement of a Payment Date" in the accompanying product
supplement
Automatic Call:
If theclosing level of each Index on any Review Date (other
than the final Review Date) is greater than or equal toits Call
Value, thenotes will be automatically called for acash
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 be made on the notes.
If thenotes are automaticallycalled, you willnot benefit from
the Upside Leverage Factor that applies to the payment at
maturityif the Final Value of each Index is greater than its
Initial Value.Because the Upside LeverageFactor does not
apply tothepayment upon an automatic call, the payment
uponan automaticcall may be significantly lessthan the
payment at maturity for the same level of appreciation in the
Least Performing Index.
Payment at Maturity:
If thenotes have not been automatically called and the Final
Valueof eachIndex is greaterthanits Initial Value, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Least Performing Index Return × Upside
LeverageFactor)
If thenotes have not been automatically called and the Final
Value of any Index is equal toor less than its Initial Value but
the Final Value of each Index is greater than or equal to its
Barrier Amount, you will receive theprincipal amount of your
notes at maturity.
If thenotes have not been automatically called and the Final
Valueof any Index is less than its Barrier Amount, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + ($1,000 × Least Performing Index Return)
If thenotes have not been automatically called and the Final
Valueof any Indexis less than its Barrier Amount, you willlose
more than30.00%of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to each Index, theclosing level of
that Index onthe Pricing Date
Final Value: With respect to each Index, theclosing level of
that Index onthefinal Review Date
PS-2| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
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 this pricing supplement andthe correspondingterms of the notes. Notwithstanding
anything to thecontraryin the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment upon an Automatic Call
Review Dates Preceding the Final Review Date
Call
Value
Compare the closing level of each Index to its Call Value on each Review Date until the final Review Date or any
earlierautomatic call.
The closing level of
each Index is
greater thanor
equal to its Call
Value.
AutomaticCall
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Call Premium Amount applicable to that Review Date.
No further payments will be made on the notes.
The closing level of
any Index isless
than its Call Value.
No AutomaticCall
The notes will not be automatically called. Proceed to the next Review Date, if any.
Payment at MaturityIf the Notes Have Not Been Automatically Called
Review Dates
Preceding the Final
Review Date
Final Review Date
Payment atMaturity
The Final Value of each Index isgreater than
its Initial Value.
You will receive:
$1,000 + ($1,000 × Least Performing
Index Return × Upside Leverage
Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
The Final Value of any Index is equal to or
less than its Initial Value but the Final Valueof
each Index is greater than or equal to its
Barrier Amount.
You will receive the principal amount of
your notes.
The Final Value of any Index is less than its
Barrier Amount.
You will receive:
$1,000 + ($1,000 × Least Performing
Index Return)
Under these circumstances, you will
lose some orall of your principal
amount at maturity.
PS-3| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
Call Premium Amount
The tablebelow illustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each Review Date (other than
the final Review Date) basedon theminimum Call Premium Amountsset forthunder "KeyTerms -Call Premium Amount" above. The
actual Call Premium Amountswill be providedin the pricingsupplement and will not be less than theminimum Call Premium Amounts
set forth under "KeyTerms -Call Premium Amount."
Review Date
Call Premium Amount
First
$121.00
Second
$242.00
Payment at MaturityIf the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the noteslinked to three hypothetical Indices. The
"total return" as used in thispricing supplement is the number, expressed asa percentage, that results fromcomparing the payment at
maturityper $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume the following:
●the notes have not been automaticallycalled;
●an Initial Value for the Least Performing Index of 100.00;
●an UpsideLeverage Factor of 1.50; and
●a Barrier Amount for the Least Performing Index of 70.00 (equal to 70.00%of its hypothetical Initial Value).
The hypothetical Initial Value of the Least Performing Index of 100.00 hasbeen chosen for illustrative purposes only andmaynot
represent a likely actual Initial Valueof any Index. The actual Initial Value of each Index will be the closinglevel of that Index on the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please
see the historicalinformationset forth under "The Indices" in thispricing supplement.
Each hypothetical total returnor hypotheticalpayment at maturity set forth below isfor illustrative purposes only and may not be the
actual total return or paymentat maturity applicableto apurchaser of the notes. The numbers appearing in the following table have
been rounded for ease of analysis.
Final Value of the Least
Performing Index
Least Performing Index
Return
Total Returnon the Notes
Payment at Maturity
165.00
65.00%
97.50%
$1,975.00
150.00
50.00%
75.00%
$1,750.00
140.00
40.00%
60.00%
$1,600.00
130.00
30.00%
45.00%
$1,450.00
120.00
20.00%
30.00%
$1,300.00
110.00
10.00%
15.00%
$1,150.00
105.00
5.00%
7.50%
$1,075.00
101.00
1.00%
1.50%
$1,015.00
100.00
0.00%
0.00%
$1,000.00
95.00
-5.00%
0.00%
$1,000.00
90.00
-10.00%
0.00%
$1,000.00
80.00
-20.00%
0.00%
$1,000.00
70.00
-30.00%
0.00%
$1,000.00
69.99
-30.01%
-30.01%
$699.90
60.00
-40.00%
-40.00%
$600.00
50.00
-50.00%
-50.00%
$500.00
40.00
-60.00%
-60.00%
$400.00
30.00
-70.00%
-70.00%
$300.00
20.00
-80.00%
-80.00%
$200.00
10.00
-90.00%
-90.00%
$100.00
0.00
-100.00%
-100.00%
$0.00
PS-4| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
Note Payout Scenarios
Upside Scenario If Automatic Call:
If theclosing level of each Index on any Review Date (other than the final Review Date) is greater than or equal toits Call Value, the
notes will beautomatically called and investors will receive on theapplicable Call Settlement Date the $1,000 principal amount plusthe
Call Premium Amount, applicable to that Review Date. No further payments will be made on the notes.
●Assuming ahypothetical Call Premium Amount of $121.00for the first Review Date, if the closing level of the least performing of
the Indices increases 10.00% as of that Review Date, the notes will be automatically called andinvestors will receive a return equal
to 12.10%, or $1,121.00per $1,000 principalamount note.
●Assuming ahypothetical Call Premium Amount of $242.00 for thesecond Review Date, if the noteshave not been previously
automaticallycalled and the closing level of the least performing of the Indices increases65.00% as of that Review Date, the notes
will be automaticallycalledand investors will receive a return equal to 24.20%, or $1,242.00 per $1,000 principal amount note.
Upside Scenario If No Automatic Call:
If thenotes have not been automatically called and the Final Value of each Index is greater thanitsInitial Value, investors will receive
at maturity the $1,000 principal amount plusa return equal to the Least Performing Index Return times the Upside Leverage Factor of
1.50.
●If thenotes have not been automatically called and the closing level of the Least Performing Index increases10.00%, investors will
receiveat maturitya return equal to 15.00%, or $1,150.00 per $1,000 principal amount note.
Par Scenario:
If thenotes have not been automatically called and the Final Value of any Index is equal to or lessthan its Initial Value but the Final
Valueof eachIndex is greaterthan or equal to its Barrier Amount of 70.00% of its Initial Value, investors will receive at maturity the
principal amount of their notes.
Downside Scenario:
If thenotes have not been automatically called and the Final Value of any Index is less than its Barrier Amount of 70.00% of itsInitial
Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value of the Least Performing Index is
less than its Initial Value.
●For example, if the notes have not beenautomatically called and the closing levelof the Least PerformingIndex declines40.00%,
investors will lose 40.00%of their principal amount and receiveonly $600.00 per $1,000principal amount note at maturity.
The hypothetical returnsand hypothetical payments on the notesshown above apply only if 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
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS-
The notes donot guarantee any return of principal. If the notes have not been automatically called and the Final Value of anyIndex
is less than its Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Least
Performing Index is less than its Initial Value. Accordingly, under these circumstances, youwill losemore than 30.00% of your
principal amount at maturity and could lose all of your principal amount at maturity.
●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythemarket for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to you under the notes and you could loseyour entire investment.
PS-5| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
●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. tomake 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 paymentstous and we are unable tomake
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.
●IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of any Index, which may be significant. In addition, if the notes are automatically called, you willnot
benefit from the Upside Leverage Factor that applies to the payment at maturity if the Final Value of each Index is greater thanits
Initial Value.Because the Upside Leverage Factor does not apply tothepayment upon an automatic call, the payment upon an
automatic call may be significantlyless than the payment at maturityfor the same level of appreciation in the Least Performing
Index.
●POTENTIAL CONFLICTS-
We and our affiliatesplay avarietyof roles in connection with thenotes. In performingthese duties, our andJPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. Itispossible thathedging 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.
●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking anycorporate action that might affect
the level of the S&P 500® Index.
●AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX -
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to paydividends on their stocks, and the presence of a dividend
payment could be a factor that limits downward stock price pressure under adverse marketconditions.
●NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX®-
The non-U.S. equitysecurities included in the Nasdaq-100 Index®have been issued bynon-U.S. companies. Investmentsin
securities linked to thevalue of such non-U.S. equitysecurities involve risks associated with thehome countries and/or the
securities markets in the home countries of the issuers of those non-U.S. equitysecurities.Also, with respect to equity securities
that are not listed in the U.S., there is generally less publicly available information about companies in some of thesejurisdictions
than there isabout U.S. companies that are subject to the reporting requirements of the SEC.
●YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX -
Payments onthenotes are not linkedto abasket composed of the Indices and are contingent upon the performance of each
individualIndex. Poor performance byany of the Indices over the termof the notesmay result in the notesnot being automatically
called on a Review Date, maynegatively affect your payment at maturity and willnot be offset or mitigated by positive performance
by any other Index.
●YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
●THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If thenotes have not been automatically called and the Final Value of any Index is less than its Barrier Amount, the benefit
providedbythe Barrier Amount will terminate and you will befully exposedtoany depreciation of the Least Performing 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 as approximately one year. There is no
guaranteethat you would be able to reinvest the proceeds from an investment in the notesat a comparable return for a similar
level of risk. Even in cases where the notesarecalled before maturity, you are not entitled to any fees andcommissions described
on the front cover of thispricing supplement.
●THE NOTES DO NOT PAY INTEREST.
●YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
●THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL
OF THAT INDEX IS VOLATILE.
●LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, theprice at which you maybe able to trade your notesis likely
to depend on the price, if any, at whichJPMS 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 to maturity.
PS-6| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
●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
Call Premium Amounts.
●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 associatedwith selling, structuring and 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 hedgingour obligations under the notesandthe estimated 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.
●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. Anydifferencemay
be based on, among other things, our and our affiliates' view of the funding valueof the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison 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 in an amount that will decline 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, the price, if any, at which JPMS will be willingtobuy 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, asidefrom theselling commissions, projected hedging profits, if any, estimatedhedging
costs and the levels of the Indices. Additionally, independentpricingvendors and/or third party broker-dealers may publish a price
for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the
price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondarymarket. See "RiskFactors-
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes- Secondarymarket pricesof the notes will be
impacted by many economic and market factors" in the accompanying product supplement.
PS-7| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
The Indices
TheNasdaq-100 Index®isa modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq StockMarket based on market capitalization. For additionalinformation about the Nasdaq-100 Index®, see "Equity Index
Descriptions- The Nasdaq-100 Index®" in the accompanying underlying supplement.
The Russell 2000® Index consistsof the middle 2,000 companies included in the Russell3000ETM Index and, asa result of theindex
calculation methodology, consistsof the smallest 2,000 companies included inthe Russell 3000® Index. The Russell 2000® Index is
designed to track the performance of the small capitalization segment of the U.S.equitymarket. For additional information about the
Russell2000®Index, see "Equity Index Descriptions-The Russell Indices" in the accompanying underlying supplement.
The S&P 500® Index consists of stocks of 500 companiesselected to provide a performance benchmark for the U.S. equity markets.
For additional information about the S&P 500®Index, see "Equity Index Descriptions-The S&P U.S. Indices" in the accompanying
underlyingsupplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels fromJanuary4,
2019 through October 25, 2024. The closing level of the Nasdaq-100 Index® on October 30, 2024 was20,387.70. The closing levelof
the Russell 2000® Index on October 30, 2024 was 2,233.036. The closing level of the S&P 500®Index on October 30, 2024 was
5,813.67. We obtainedtheclosing levels above and below from the Bloomberg Professional®service ("Bloomberg"), without
independent verification.
The historical closing levels of each Indexshould not be taken asan indicationof future performance, and no assurance can begiven
as to theclosing level of any Index on the Pricing Date or any Review Date. There can beno assurance that the performance of the
Indices will result in the returnof any of your principal amount.
Historical Performance of the Nasdaq-100 Index®
Source: Bloomberg
PS-8| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
Historical Performance of the Russell 2000® Index
Source: Bloomberg
Historical Performance of the S&P 500® Index
Source: Bloomberg
PS-9| Structured Investments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal IncomeTax Consequences" in the accompanyingproduct
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal incometax consequences of owning and disposing of notes.
Based oncurrent market conditions, in the opinion of our special tax counselit is reasonable to treat the notes as "open transactions"
that are not debt instrumentsfor U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assumingthis treatment is respected, the gainor losson your notes should be treated aslong-term
capitalgain or loss if you hold your notes for more than a year, whether or not you are an initialpurchaser of notes at theissueprice.
However, the IRS or acourt may not respect thistreatment, in which case the timing and character of any income or loss on the notes
could be materially and adverselyaffected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the
U.S. federal incometax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to
require investors in theseinstruments to accrue income over the term of their investment. It also asks for comments on anumber of
related topics, including thecharacter of income or loss with respect to theseinstruments; the relevance of factorssuch asthe nature of
the underlying property to which the instruments are linked; the degree, if any, to which income (includingany mandatedaccruals)
realizedbynon-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject tothe
"constructive ownership" regime, whichverygenerallycanoperate to recharacterize certainlong-termcapital gain as ordinary income
and impose a notional interest charge. While the noticerequestscomments on appropriate transition rulesand effective dates, any
Treasury regulationsor other guidance promulgated after consideration of these issues could materiallyand adversely affect the tax
consequences of an investment in the notes, possiblywith retroactive effect. You should consult your taxadviser regarding the U.S.
federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issuespresentedby
thisnotice.
Section 871(m) of the Code andTreasury 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 issuedprior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could payU.S.-source dividendsfor 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 potentialapplication of
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 Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes
does not represent a minimum price 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 mayprove to be incorrect,
and is intended to approximate theprevailingmarket replacement funding rate for the notes. The use of an internal funding rateand
anypotential changes to that rate mayhave an adverse effect on the terms of the notesand any secondary market prices of the notes.
For additional information, see "Selected Risk Considerations- The Estimated Value of the Notes Is Derived by Reference to an
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 modelsaredependent on inputs such asthetraded market prices of comparablederivative instruments and on various
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-10| StructuredInvestments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
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, market conditions and other relevant factors in the futuremay change, and any assumptionsmay 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 realizefor 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 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- The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to
Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondarymarket prices of the notes, see "Risk Factors- Risks Relating to the
Estimated Value and Secondary Market Pricesof the Notes -Secondary market prices of the notes will beimpacted bymany
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of thecosts
included in the original issue priceof the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan includeselling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. Thisinitial predetermined time period 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 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-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 aLimited Time
Period" in this pricing supplement.
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 "Note Payout Scenarios" in this pricingsupplement for anillustration of the risk-return profile of
the notes and "The Indices" in thispricing supplement for 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 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 youwill 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 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 pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. You 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-11| StructuredInvestments
Auto Callable Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®,the
Russell 2000®Indexand theS&P 500® Index
You may accessthesedocuments onthe SEC websiteat www.sec.gov asfollows (or if such addresshas changed, by
reviewing our filings for the relevant date on the SEC website):
●Product supplement no. 4-I dated April 13, 2023:
●Underlying supplement no. 1-Idated April 13, 2023:
●Prospectus supplement andprospectus, each dated April 13, 2023:
●Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, orCIK, on theSEC websiteis1665650,and JPMorgan Chase & Co.'s CIK is19617. Asusedinthis pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.