JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 09:06
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes itseek an offer tobuy these securitiesin any jurisdiction wherethe offer or sale is notpermitted.
Subjectto completion datedOctober 31, 2024
October, 2024RegistrationStatement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplementno.4-I dated April 13,2023, the prospectus and prospectussupplement, each datedApril13, 2023,
and theprospectus addendum dated June 3, 2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Common
Stock of Devon Energy Corporationdue November 5,2026
Fully and UnconditionallyGuaranteedby JPMorgan Chase & Co.
•Thenotes are designed for investors whoseek a Contingent Interest Payment with respect to each Review Date for
which theclosing price of one share of the Reference Stock is greater than or equal to 55.00% of the Initial Value, which
we refer to asthe Interest Barrier.
•Thenotes will be automatically calledif theclosing price of one share of the Reference Stock on any Review Date (other
than the first andfinal Review Dates) isgreater than or equal to theInitial Value.
•The earliest dateon which an automatic call may be initiated isMay 1, 2025.
•Investors shouldbe willing to accept the riskof losing some or allof their principal and the risk that no Contingent Interest
Payment may bemade with respect tosome or allReview Dates.
•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
•The notes areunsecuredandunsubordinated obligations ofJPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, andthe credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Minimum denominations of $1,000 and integral multiplesthereof
•Thenotes are expected to price on or about October 31, 2024 andare expected to settle on or about November 5, 2024.
•CUSIP: 48135VEK0
Investing in the notes involves a number of risks. See "Risk Factors"beginning on page S-2 of the accompanying
prospectus supplement,Annex A to the accompanyingprospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations"beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the"SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracyor the adequacy ofthis pricing supplement or theaccompanying product supplement,
prospectussupplement, prospectus and prospectus addendum.Any representation to the contraryis 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 the
notes.
(2) J.P.Morgan Securities LLC, which we refertoas JPMS, acting as agent for JPMorgan Financial, will pay all of theselling
commissions it receivesfrom us tootheraffiliatedor unaffiliated dealers. These selling commissions will beupto $17.50 per $1,000
principal amount note. JPMS, acting as agent for JPMorgan Financial, willalso pay allofthestructuring fee of up to $1.00 per$1,000
principal amount note it receives from us to other affiliated orunaffiliated dealers. See "Plan of Distribution(Conflicts of Interest)" in the
accompanyingproduct supplement.
If the notes priced today, the estimated value of the notes would be approximately$968.40 per $1,000 principal amount
note. The estimated valueof the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $940.00 per $1,000 principal amount note. See"The Estimated Value of the Notes"in this
pricing supplement for additional information.
Thenotes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency
and are not obligations of, or guaranteedby, a bank.
PS-1| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, adirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock:The common stock of Devon Energy
Corporation, par value $0.10per share (Bloomberg ticker:
DVN). We refer to Devon Energy Corporation as "Devon
Energy."
Contingent Interest Payments:If the notes have not been
automaticallycalled and theclosing priceof one share of the
Reference Stock onany Review Date is greater than or equal to
the Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal toat least $25.00
(equivalent to a Contingent Interest Rate of at least 10.00% per
annum, payableat a rateof atleast 2.50% per quarter) (to be
providedin the pricingsupplement).
If theclosing price of one share of the Reference Stock on any
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: Atleast 10.00%per annum, payable
at a rate ofat least 2.50%per quarter (to be providedin the
pricingsupplement)
Interest Barrier / Trigger Value:55.00%of the Initial Value
Pricing Date: On or aboutOctober 31, 2024
Original Issue Date (Settlement Date):On or about November
5, 2024
Review Dates*:January 31, 2025, May 1, 2025, July31, 2025,
October 31, 2025, February 2, 2026, May 1, 2026, July 31,
2026and November 2, 2026 (final Review Date)
Interest Payment Dates*:February 5, 2025, May 6, 2025,
August 5, 2025, November 5, 2025, February5, 2026, May6,
2026, August 5, 2026 and the Maturity Date
Maturity Date*: November 5,2026
Call Settlement Date*: If thenotes are automatically called on
any Review Date(other than thefirst andfinal Review Dates),
the first Interest Payment Date immediatelyfollowingthat
Review Date
* Subjectto postponement in the event of amarket disruption event
and as described under "General Terms of Notes- Postponement
of a DeterminationDate - Notes Linked to a Single Underlying -
Notes Linkedto a SingleUnderlying (Other Than aCommodity
Index)"and "General Terms ofNotes - Postponement of a
Payment Date" in theaccompanying productsupplement
Automatic Call:
If theclosing price of one share of the Reference Stock onany
Review Date (other than the first and final Review Dates) is
greater than or equal to the Initial Value, the notes will be
automaticallycalled for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date.No further
payments will be made on the notes.
Payment at Maturity:
If thenotes have not beenautomatically called and the Final
Valueisgreater than or equal to the Trigger Value, you will
receivea cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000plus (b) the Contingent
Interest Payment applicable to the final Review Date.
If thenotes have not beenautomatically called and the Final
Valueisless than the Trigger Value, your payment at maturity
per $1,000 principalamount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If thenotes have not beenautomatically called and the Final
Valueisless than the Trigger Value, you will lose more than
45.00% of your principalamount at maturity and could lose all
of your principal amount at maturity.
Stock Return:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing price of oneshare of the Reference
Stock on thePricing Date
Final Value: Theclosing price of one shareof the Reference
Stock on the final Review Date
Stock Adjustment Factor:The Stock Adjustment Factor is
referenced in determining the closing price of one shareof the
Reference Stock and is set equal to 1.0 on the PricingDate.
The Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See"The Underlyings - Reference Stocks- Anti-
Dilution Adjustments"and"The Underlyings -Reference
Stocks - Reorganization Events" in the accompanying product
supplement for further information.
PS-2| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Supplemental Terms of the Notes
Any values of the Reference Stock, and anyvaluesderived therefrom, included in this pricing supplement may be corrected, in the
event of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding termsof the notes.
Notwithstandinganything to the contrary in theindenture governing the notes, that amendment will become effective without consent of
the holders of the notesor any other party.
How the Notes Work
Payment in Connection with the First Review Date
Payments in Connectionwith Review Dates (Other than theFirst and Final Review Dates)
The closing price of one share of the ReferenceStock
is greater thanor equal to theInterest Barrier.
The closing price of one share of the ReferenceStock
is less than the Interest Barrier.
First ReviewDate
Comparetheclosing price of oneshareof theReferenceStock totheInterestBarrier on thefirstReviewDate.
Youwill receive a Contingent Interest Payment on the
first Interest Payment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment will be madewith respect to
the first ReviewDate.
Proceed to the next ReviewDate.
The notes will beautomaticallycalled on the applicable Call Settlement Date and you will
receive (a)$1,000 plus (b) the Contingent Interest Payment applicable to that ReviewDate.
No further payments will be made on thenotes.
ReviewDates (Other than the First and Final ReviewDates)
AutomaticCall
The closing price of one
share of the Reference
Stock is greater thanor
equal to theInitial Value.
The closing price of one
share of the Reference
Stock is less thanthe
Initial Value.
Initial
Value You will receive a Contingent Interest
Payment on the applicable Interest
Payment Date.
Proceed to the next ReviewDate.
The closing price of one
share of the Reference
Stock is greater thanor
equal to theInterest
Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemade with respect to the
applicableReviewDate.
Proceed to the next ReviewDate.
The closing price of one
share of the Reference Stock
is lessthan the Interest
Barrier.
Compare the closing price of oneshareof the Reference Stock to theInitial Value and the Interest Barrier on each Review
Dateuntil thefinal ReviewDate oranyearlier automatic call.
PS-3| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Payment atMaturityIf the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The tablebelow illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the termof the
notes basedon a hypothetical Contingent Interest Rate of 10.00% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and willbe
at least 10.00% per annum (payable at a rate of at least 2.50% per quarter).
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
8
$200.00
7
$175.00
6
$150.00
5
$125.00
4
$100.00
3
$75.00
2
$50.00
1
$25.00
0
$0.00
Hypothetical PayoutExamples
The following examples illustratepayments on thenotes linked to ahypotheticalReferenceStock, assuming a range of performances
for the hypotheticalReferenceStock on theReview Dates.The hypothetical payments set forth below assumethe following:
•an Initial Value of $100.00;
•an Interest Barrier and a Trigger Value of $55.00(equal to 55.00%of the hypotheticalInitial Value);and
•a Contingent Interest Rate of 10.00% per annum.
Thehypothetical Initial Value of $100.00has been chosen for illustrative purposes only and maynot representa likely actual Initial
Value.The actual Initial Value will bethe closingprice of one share of the Reference Stockon the Pricing Dateandwillbe provided in
thepricingsupplement.For historical data regarding the actualclosing prices of one share of the Reference Stock, please see the
historical information set forthunder "The Reference Stock" inthis pricing supplement.
Each hypothetical payment set forth below isfor illustrative purposes only and maynot be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in thefollowing exampleshave been rounded for ease of analysis.
Review Dates Precedingthe
Final Review Date
Youwill receive (a) $1,000plus (b)the
Contingent Interest Payment
applicable tothe final ReviewDate.
The notes arenot
automaticallycalled.
Proceed to maturity
Final ReviewDatePayment at Maturity
The Final Value is greater thanor equal to the
TriggerValue.
Youwill receive:
$1,000+ ($1,000× StockReturn)
Under thesecircumstances, youwill
lose some or all of your principal
amount at maturity.
The Final Value is less thantheTrigger Value.
PS-4| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Example1- Notes are automatically called on the secondReviewDate.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$105.00
$25.00
Second Review Date
$115.00
$1,025.00
TotalPayment
$1,050.00(5.00% return)
Because theclosing price of one shareof the Reference Stock on the second Review Date is greater than or equal to the Initial Value,
the notes will beautomatically called for acash payment, for each $1,000 principal amount note, of $1,025.00 (or $1,000 plus the
Contingent Interest Payment applicable to the second Review Date), payableon the applicable Call Settlement Date. The notes are
not automaticallycallable before thesecondReview Date, even though the closing price of one share of the Reference Stockon the
first Review Date isgreater than the Initial Value. When added to the Contingent Interest Payment received with respect tothe prior
Review Date, the total amount paid, for each $1,000 principal amount note, is $1,050.00. No further payments will be made on the
notes.
Example 2- Notes have NOT been automatically calledand theFinal Value is greater than or equal to the Trigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$90.00
$25.00
Second Review Date
$85.00
$25.00
Third throughSeventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,025.00
Total Payment
$1,075.00(7.50% return)
Because the notes have not been automaticallycalled and the Final Valueisgreater thanor equalto theTrigger Value, the payment at
maturity, for each $1,000 principalamount note, will be$1,025.00 (or $1,000 plus the Contingent Interest Payment applicableto the
final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amount
paid, for each $1,000 principal amount note, is$1,075.00.
Example 3- Notes have NOT been automaticallycalledandtheFinal Value is less than the Trigger Value.
Date
Closing Price
Payment (per $1,000 principalamount note)
First Review Date
$40.00
$0
Second Review Date
$45.00
$0
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because thenotes havenot beenautomaticallycalled, the Final Value is lessthan the Trigger Value and the Stock Returnis-60.00%,
the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returnsand hypothetical payments on thenotesshown above applyonlyif you hold thenotes 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 supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
Thenotes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value is less than
the Trigger Value, you willlose 1%of the principal amount of your notesfor every1% that theFinal Valueisless than the Initial
PS-5| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Value.Accordingly, under these circumstances, you will lose more than 45.00% of your principal amountatmaturity and could
lose all of your principal amount at maturity.
•THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL -
If thenoteshave not been automatically called, we willmake a Contingent Interest Payment with respect toa Review Date only if
theclosing price of one share of the Reference Stock on thatReview Dateis greater than or equal to the Interest Barrier.If the
closing price of one shareof the Reference Stock on that Review Dateisless than theInterest Barrier, no ContingentInterest
Payment will be made with respect to that Review Date. Accordingly, if the closing price of one share of the Reference Stockon
each Review Dateisless thanthe Interest Barrier, you will not receive anyinterest payments over the term of the notes.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.-
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amountsdue on the notes.Any actual or potential
change in ouror JPMorgan Chase & Co.'s creditworthiness or credit spreads, asdetermined bythemarket for taking thatcredit
risk, is likely to adversely affect thevalue of the notes.If weand 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 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 guarantee byJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciationof the Reference Stock, which may be significant.You will not participate in any appreciation of the
Reference Stock.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueisless than the Trigger Value and the notes have not been automatically called, the benefit provided bythe
Trigger Value will terminateand you will be fully exposed to any depreciation of the Reference Stock.
•THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notesare automatically called, the term of the notes may be reduced to asshort asapproximately sixmonths and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date.There is no guarantee that youwould be
ableto reinvest the proceeds from an investment in the notesat a comparable return and/or with acomparable interest rate for a
similar levelof risk.Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST
BARRIER OR THE TRIGGERVALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK IS
VOLATILE.
•LACK OF LIQUIDITY -
Thenotes will not be listed onanysecurities exchange.Accordingly, the price at which you may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy thenotes.You may notbe able to sell yournotes.The notes
are not designed to be short-term trading instruments.Accordingly, you should beable and willing to hold your notes to maturity.
PS-6| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimums for theestimated value of the notes and the
Contingent Interest Rate.
Risks Relating toConflicts of Interest
•POTENTIAL CONFLICTS -
We and our affiliatesplay avarietyof roles in connection with thenotes.In performing these duties, our and JPMorgan Chase &
Co.'seconomic interests are potentially adverse toyour interests as an investor in the notes. It ispossible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines.Please refer to"Risk Factors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES 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 issuepriceof 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. Thesecosts includetheselling commissions, the structuring fee, the projected
profits, if any, that our affiliates expect to realize for assuming risksinherent inhedging our obligations under the notesand the
estimated cost of hedging our obligations under the notes.See "The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate used in the determination of the estimated value of the notes maydiffer from 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 thefunding value of 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 potential changes tothat ratemay havean 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.
•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 pricing supplement for 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 NOTESWILL 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 internalsecondarymarket funding rates for structureddebt issuances and,
also, because secondarymarket prices (a) exclude the structuring feeand (b) mayexclude selling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original 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,islikely tobe lower than the original
issue price. Any salebyyou prior totheMaturity Datecould result in a substantial loss to you.
PS-7| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
•SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondarymarket price of thenotes during their term will be impacted by a number of economic and market factors, which
mayeither offset or magnify eachother, asidefrom theselling commissions, structuring fee, projected hedging profits, if any,
estimated hedging costs and theprice of one shareof the Reference Stock. Additionally, independent pricingvendorsand/or third
partybroker-dealersmaypublish aprice for the notes, which may also be reflected on customer account statements. This price
maybe different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the
secondarymarket. See"RiskFactors-Risks Relating to the Estimated Valueand Secondary Market Prices of theNotes -
Secondary market prices of the notes will be impacted by manyeconomic and market factors"in the accompanying product
supplement.
Risks Relating to theReference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the information about the Reference Stockissuer contained in thispricingsupplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
•THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make anadjustment in response to all events that could affect the Reference Stock.The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
anydiluting or concentrative effect, but thecalculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
PS-8| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
The Reference Stock
All information contained herein on the Reference Stock and on Devon Energy is derived from publicly available sources, without
independent verification. Accordingto its publicly available filings withthe SEC, Devon Energy is an independent energycompany
engaged primarily in the exploration, development and production of oil, naturalgas and natural gasliquids. The common stock of
Devon Energy, par value $0.10 per share (Bloomberg ticker: DVN), is registered under theSecurities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and is listed on the New York Stock Exchange, which we refer to as therelevant
exchange for purposes of DevonEnergyin the accompanying product supplement. Information provided to or filed withthe SEC by
Devon Energy pursuant to theExchange Act can be located by reference to the SEC file number 001-32318, and can be accessed
through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.
Historical Information
The following graph sets forth the historical performance of the Reference Stockbased on the weekly historical closing prices of one
share of the Reference Stockfrom January4, 2019 through October 25, 2024. The closing price of one share of the Reference Stock
on October 29, 2024 was $38.14. We obtained the closing prices above and below from the Bloomberg Professional®service
("Bloomberg"), without independent verification. Theclosing pricesabove and below mayhave been adjustedby Bloomberg for
corporateactions, such as stocksplits, public offerings, mergersandacquisitions, spin-offs, delistingsand bankruptcy.
The historical closing prices of oneshare of the Reference Stockshould not be taken as anindicationof futureperformance, and no
assurance canbe given as tothe closingprice of one share of the Reference Stock on the Pricing Date or any Review Date. There can
be noassurance that the performance of the Reference Stock will result in the return of any of your principal amount or the payment of
anyinterest.
PS-9| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Tax Treatment
You should review carefully the section entitled "MaterialU.S. Federal Income Tax Consequences"in the accompanyingproduct
supplement no. 4-I.In determiningour reporting responsibilities weintend to treat (i) the notes forU.S. federal income tax purposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled "Material U.S. Federal Income Tax Consequences -Tax Consequences toU.S. Holders- Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons"in the accompanying product supplement.Based on the
adviceof Davis Polk & Wardwell LLP, our specialtax counsel, we believe that this is a reasonable treatment, but that thereare other
reasonable treatments that the IRS or acourt may adopt, inwhich case the timing and character of anyincome or loss on the notes
could be materially affected.In addition, in 2007 Treasuryand the IRS released a notice requesting comments on the U.S. federal
income taxtreatment of "prepaid forward contracts"and similar instruments.The notice focuses in particular on whether to require
investors in theseinstrumentsto accrue income over the term of their investment.It also asks for commentsona number of related
topics, includingthecharacter of income orloss with respect to these instruments and the relevance of factors suchas the nature of the
underlying property to which the instruments are linked.While thenotice requests comments on appropriate transition rules and
effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the
taxconsequences of an investment in the notes, possibly with retroactive effect.Thediscussions above andin the accompanying
product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the
Code. You should consult your taxadviser regarding the U.S. federal income tax consequences of an investment in the notes,
including possible alternative treatments and the issues presented bythe notice described above.
Non-U.S. Holders - Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least
if anapplicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend to)
withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generallyat a rate of 30% or at a reduced ratespecified by an
applicable income tax treatyunder an "other income" or similar provision.We willnot be required to payany additional amounts with
respect to amounts withheld. In order toclaiman exemption from, or a reduction in, the 30% withholdingtax, a Non-U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and iseligible for suchan exemptionor
reduction under an applicable tax treaty. If you area Non-U.S. Holder, you shouldconsultyour tax adviser regarding thetax treatment
of thenotes, includingthepossibility of obtaining a refund of any withholding tax and the certification requirement described above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (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 theapplicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthe scope 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 by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is notbinding on the IRS, and the IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security. If necessary, further information regarding thepotential 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.
In the event of any withholding on the notes, we will not be required topayany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
Theestimated value of the notes set forth on the cover of this pricing supplementisequal to thesum of the values of thefollowing
hypothetical components: (1) a fixed-income debt component with the same maturityasthe notes, valued using the internal funding
ratedescribed below, and (2) the derivative or derivatives underlyingtheeconomic terms of the notes.The estimated value of the
notes does not represent a minimum price at which JPMS wouldbe willing to buy your notes in any secondarymarket (if anyexists) at
any time.The internal funding rate used in the determination of theestimated valueof the notes may differ from the market-implied
funding rate for vanilla fixed income instrumentsof asimilar maturityissued by JPMorganChase & Co. or its affiliates. Any difference
maybebased on, among other things, our and our affiliates'view of the funding value of the notes as well as the higherissuance,
operational and ongoingliability management costs of the notesin comparisonto those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co.This internal funding rate is based on certain market inputs and assumptions, which may prove
to beincorrect, and is intended to approximatetheprevailing market replacement funding rate for the notes. The use of an internal
funding rate and anypotential changes to that ratemay have an adverse effect on the terms of the notes and anysecondary market
PS-10| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
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 NotesIsDerived byReference toan Internal Funding Rate" in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instrumentsand on
variousother inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments.Accordingly, theestimated value of thenotes is
determined when the termsof the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
Theestimated valueof the notes doesnot represent future values of the notes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less than the estimated value of the notes.In
addition, market conditions and other relevant factors in the futuremay change, and any 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.'s creditworthiness, interest ratemovements and other relevant factors, which may impact the price, if any, at
which JPMS would be willingto buy notesfromyou in secondarymarket transactions.
The estimated value of the notes will be lower than the original issue priceof the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs includethe selling commissionsand
the structuring fee paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to
realize for assuming risks inherent in hedging our obligations under the notes and the estimatedcost of hedging our obligations under
the notes. Because hedgingour obligations entails risk and maybeinfluencedbymarket forces beyond our control, thishedging may
result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our
obligations under thenotesmay be allowedto other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain
any remaining hedgingprofits.See"Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary Market
Prices of theNotes - The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of theNotes" in
thispricing 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 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 costs caninclude 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 time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes.The lengthof anysuch 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-Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes- The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
Thenotes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes.See"How the Notes Work" and "Hypothetical Payout Examples" in this pricingsupplement for an illustration of therisk-return
profile of the notes and "The Reference Stock" in this pricing supplementfor adescription of themarket exposure provided bythe
notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissions and the structuring fee
paidto JPMS and other affiliated or unaffiliated dealers, plus(minus) the projected profits (losses) that our affiliates expect to realize for
assuming risks inherent in hedgingour obligations under thenotes, plusthe estimatedcost of hedging our obligations under the notes.
PS-11| Structured Investments
Auto CallableContingentInterest Notes Linkedto the Common Stock of
Devon EnergyCorporation
Supplemental Plan of Distribution
JPMS, actingasagent for JPMorgan Financial, will payallof theselling commissionsit receives from us to other affiliated or unaffiliated
dealers. These selling commissions will be up to $17.50 per $1,000 principal amount note.JPMS, acting as agent for JPMorgan
Financial, will also pay all of the structuringfeeof up to $1.00per $1,000 principal amount note it receives from us to other affiliated or
unaffiliateddealers. See "Plan of Distribution (Conflictsof Interest)" in the accompanying product supplement.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent.We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance.In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should readthispricing supplement together with theaccompanyingprospectus, as supplementedbytheaccompanying
prospectussupplement relating to our SeriesA medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained in the accompanyingproduct supplement.Thispricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oralstatements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours.You should carefully consider, among
other things, the matters set forth in the "Risk Factors" sectionsof theaccompanying prospectus supplement andthe accompanying
product supplementand in Annex A to the accompanyingprospectus addendum, as the notesinvolve risks not associated with
conventional debt securities.We urge you to consult your investment, legal, tax, accounting andother advisers beforeyou invest inthe
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:
•Prospectus supplement andprospectus, each dated April 13, 2023:
•Prospectus addendum 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 in thispricing
supplement,"we,""us" and"our" refer to JPMorgan Financial.