Results
JPMorgan Chase & Co.
11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:24
Primary Offering Prospectus - Form 424B2
The information in this preliminary pricing supplement is notcomplete and maybe changed. This preliminary pricing supplement is not
an offer to sell nordoes it seek an offer to buy thesesecurities in any jurisdictionwhere the offer or sale is notpermitted.
Subjectto completion datedNovember 1, 2024
November , 2024RegistrationStatement Nos.333-270004 and 333-270004-01; Rule 424(b)(2)
Pricingsupplement to product supplement no.4-Idated April13, 2023,theprospectusand prospectus supplement, each datedApril13, 2023, and
the prospectus addendumdatedJune 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
CappedDual Directional Buffered Return Enhanced Notes
Linked to the Common Stock of The Boeing Companydue
November 18, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•The notes are designed for investors whoseek acapped return of 1.50times any appreciation (with a Maximum Upside
Return of at least 39.15%), or a capped, unleveraged return equal to the absolute value of anydepreciation (upto the
Buffer Amountof20.00%),of the Reference Stockat maturity.
•Investors should be willing to forgo interest anddividend payments and be willing to lose up to 80.00% of their principal
amount at maturity.
•The notes areunsecuredandunsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionallyguaranteed by JPMorgan Chase & Co.Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase& Co., asguarantor of the notes.
•Minimum denominations of $1,000 and integralmultiplesthereof
•The notes areexpected to price on or about November13, 2024 and are expected tosettle on or about November 18,
2024.
•CUSIP: 48135VDA3
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 thenotes or passed uponthe accuracy or the adequacy of this pricing supplement or theaccompanying product supplement,
prospectussupplement, prospectus and prospectus addendum. Any representation tothe contraryisa criminal offense.
Price to Public (1)
Feesand Commissions(2)
Proceeds to Issuer
Per note
$1,000
-
$1,000
Total
$
-
$
(1) See "Supplemental Use ofProceeds" in this pricingsupplementforinformation about the components of the price to publicofthe
notes.
(2) Allsalesof thenoteswill be made to certain fee-basedadvisory accounts forwhich anaffiliatedor unaffiliated broker-dealeris an
investment adviser. Thesebroker-dealerswill forgoanycommissions related tothese sales.See "Plan of Distribution (Conflicts of
Interest)" in theaccompanyingproduct supplement.
If the notes priced today, the estimated value of the notes would be approximately $971.10 per $1,000 principal amount
note. The estimated value of the notes, when the termsof the notes are set, will beprovided in the pricing supplement
and will not be less than $950.00 per $1,000principal amount note. See "The Estimated Value of the Notes" in this
pricing supplement for additional information.
The notes arenot 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
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct, wholly
owned financesubsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock:The common stock of The Boeing Company,
par value $5.00 per share (Bloomberg ticker: BA). We refer to
The Boeing Company as "Boeing."
Maximum Upside Return:At least 39.15% (corresponding to a
maximum payment at maturity if the Stock Return ispositive of at
least $1,391.50per $1,000 principal amount note)(to be provided in
the pricingsupplement)
Upside Leverage Factor:1.50
Buffer Amount: 20.00%
Pricing Date: On or aboutNovember 13, 2024
Original Issue Date (Settlement Date):Onor about November
18, 2024
Observation Date*: November 13, 2026
Maturity Date*:November 18, 2026
* Subject to postponement in the event of a market disruption event
and as described under "General Termsof Notes-Postponement
of a Determination Date- Notes Linked to a Single Underlying -
NotesLinkedto a Single Underlying (Other Than a Commodity
Index)" and "General Terms of Notes- Postponement of a
Payment Date" in the accompanying product supplement
Payment at Maturity:
If theFinal Valueisgreater than the Initial Value, your
payment at maturity per $1,000 principalamount note willbe
calculatedasfollows:
$1,000 + ($1,000 × StockReturn × Upside Leverage Factor),
subject to theMaximum Upside Return
If theFinal Valueisequal to the Initial Value or isless than the
Initial Value by up to theBuffer Amount, your payment at
maturityper $1,000 principal amount note will be calculatedas
follows:
$1,000 + ($1,000 × Absolute Stock Return)
Thispayout formularesults inan effective cap of 20.00% on
your returnat maturity if theStockReturnisnegative. Under
these limited circumstances, your maximum payment at
maturityis$1,200.00 per $1,000 principal amount note.
If theFinal Valueisless than the Initial Value by more than the
Buffer Amount, your paymentat maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 ×(Stock Return + Buffer Amount)]
If theFinal Valueisless than the Initial Value by more than the
Buffer Amount, you will lose some or mostof your principal
amount at maturity.
Absolute Stock Return: The absolute value of the Stock
Return. For example, if the Stock Returnis -5%, the
AbsoluteStock Returnwill equal 5%.
StockReturn:
(Final Value -Initial Value)
Initial Value
Initial Value:The closing price of oneshare of the Reference
Stock on the Pricing Date
Final Value:The closing price of one shareof the Reference
Stock on the Observation 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 Pricing Date.
The Stock Adjustment Factor is subject to adjustment upon
the occurrence of certain corporate eventsaffecting 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
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
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 contraryin the indenture governingthenotes, that amendment will become effective without
consent of the holders of the notesor any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total returnandpayment at maturity on the noteslinkedto a hypothetical
Reference Stock. The "total return" as usedinthis pricing supplement is the number, expressed as a percentage, that resultsfrom
comparing the paymentat maturityper $1,000 principal amount note to $1,000. The hypotheticaltotal returnsandpayments set forth
below assume the following:
•an Initial Value of $100.00;
•a Maximum Upside Return of 39.15%;
•an UpsideLeverage Factor of 1.50;and
•a Buffer Amount of 20.00%.
The hypothetical Initial Value of $100.00has been chosen for illustrative purposesonly and maynot represent a likely actual Initial
Value. The actual Initial Value will be the closingprice of one share of theReference Stock on the Pricing Date and willbe provided in
the pricingsupplement. For historical data regarding the actualclosing prices of one share of the Reference Stock, please see the
historical information set forthunder "The Reference Stock" in this pricingsupplement.
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 appearingin the followingtable and
graphhave been rounded for ease of analysis.
Final Value
Stock Return
AbsoluteStock Return
Total Returnon the Notes
Payment at Maturity
$180.00
80.00%
N/A
39.15%
$1,391.50
$165.00
65.00%
N/A
39.15%
$1,391.50
$150.00
50.00%
N/A
39.15%
$1,391.50
$140.00
40.00%
N/A
39.15%
$1,391.50
$130.00
30.00%
N/A
39.15%
$1,391.50
$126.10
26.10%
N/A
39.15%
$1,391.50
$120.00
20.00%
N/A
30.00%
$1,300.00
$110.00
10.00%
N/A
15.00%
$1,150.00
$105.00
5.00%
N/A
7.50%
$1,075.00
$101.00
1.00%
N/A
1.50%
$1,015.00
$100.00
0.00%
0.00%
0.00%
$1,000.00
$95.00
-5.00%
5.00%
5.00%
$1,050.00
$90.00
-10.00%
10.00%
10.00%
$1,100.00
$80.00
-20.00%
20.00%
20.00%
$1,200.00
$70.00
-30.00%
N/A
-10.00%
$900.00
$60.00
-40.00%
N/A
-20.00%
$800.00
$50.00
-50.00%
N/A
-30.00%
$700.00
$40.00
-60.00%
N/A
-40.00%
$600.00
$30.00
-70.00%
N/A
-50.00%
$500.00
$20.00
-80.00%
N/A
-60.00%
$400.00
$10.00
-90.00%
N/A
-70.00%
$300.00
$0.00
-100.00%
N/A
-80.00%
$200.00
PS-3| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
The following graph demonstratesthehypothetical payments at maturity on thenotesfor a rangeof StockReturns. There can be no
assurance that the performance of the Reference Stock will result in the return of anyof your principal amount in excessof $200.00 per
$1,000 principal amount note, subject to thecredit risks of JPMorgan Financial and JPMorgan Chase & Co.
How the Notes Work
ReferenceStock Appreciation Upside Scenario:
If theFinal Value isgreater than the Initial Value, investors will receive at maturity the $1,000 principal amount plusa return equal to the
Stock Return times the Upside Leverage Factor of 1.50, subject to the Maximum Upside Return of at least 39.15%.Assuming a
hypothetical Maximum Upside Return of39.15%, aninvestor will realize the maximum upside payment at maturity at a Final Value of
126.10% or moreof the Initial Value.
•If theclosingprice of one shareof the Reference Stock increases 5.00%, investors will receive at maturity a return equal to 7.50%,
or $1,075.00 per $1,000 principal amount note.
•Assuming a hypotheticalMaximum Upside Return of 39.15%, if theclosingprice of oneshare of theReference Stock increases
50.00%, investors will receive at maturity a return equalto the 39.15%Maximum Upside Return, or $1,391.50per $1,000 principal
amount note, which is the maximum payment at maturity.
ReferenceStock Par or ReferenceStock Depreciation Upside Scenario:
If theFinal Valueisequal to the Initial Value or isless than the Initial Value by up to the Buffer Amount of 20.00%, investors will receive
at maturity the $1,000 principal amount plus areturn equal to the AbsoluteStock Return.
•For example, if the closing price of one share of theReference Stockdeclines 5.00%, investors will receive at maturityareturn
equal to 5.00%, or $1,050.00 per $1,000 principalamount note.
Downside Scenario:
If theFinal Value isless than the Initial Value by more than the Buffer Amount of 20.00%, investors will lose 1% of the principal amount
of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
•For example, if the closing price of one share of theReference Stockdeclines 60.00%, investors will lose 40.00% of their principal
amount and receive only$600.00 per $1,000 principal amount note at maturity, calculatedas follows:
$1,000 + [$1,000 × (-60.00% +20.00%)] = $600.00
The hypothetical returnsand hypothetical payments on the notesshown above apply only if you hold 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 Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the"Risk Factors"sections of the
accompanyingprospectus supplementand product supplementand in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
•YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes donot guarantee any return of principal. If the Final Value isless than the Initial Value by more than 20.00%, you will
lose 1%of the principal amount of your notes for every 1% that the Final Value is lessthanthe Initial Valueby more than 20.00%.
Accordingly, under these circumstances, you will lose up to 80.00%of your principal amount at maturity.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM UPSIDE RETURN IF THE STOCK RETURN IS
POSITIVE,
regardless of theappreciation of the Reference Stock, which maybesignificant.
•YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE STOCK RETURN IS NEGATIVE -
Because the payment at maturity will not reflect the Absolute Stock Return if the Final Value is less than the Initial Value by more
than the Buffer Amount, the Buffer Amount is effectively a cap onyour return at maturity if the Stock Return isnegative. The
maximum payment at maturity if the StockReturnisnegative is $1,200.00 per $1,000 principal amount note.
•CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on ourandJPMorgan Chase & Co.'sability 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 weand JPMorgan Chase & Co.were todefault 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 tous and we are unable to make
payments on the notes, you may have toseek payment under the related guaranteebyJPMorgan Chase & Co., and that
guarantee will rankpari passuwith all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.For more
information, see the accompanying prospectus addendum.
•THE NOTES DO NOT PAY INTEREST.
•YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE
REFERENCE STOCK.
•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 which J.P. Morgan Securities LLC, which we refer to asJPMS,is willing to buy the notes.
You may not be able to sellyour notes.The notesare not designed to be short-term trading 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 theestimated value of thenotes and the
Maximum Upside Return.
PS-5| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
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.'seconomicinterests 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"RiskFactors-Risks Relating to Conflicts of Interest" in the accompanyingproduct
supplement.
Risks Relating to theEstimated Value and Secondary Market Prices of the Notes
•THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES -
Theestimated valueof the notesis only an estimate determined by reference toseveral factors. The original issue price of the
notes will exceed the estimated valueof the notesbecause costs associated with structuring and hedging the notesare included in
the originalissue price of the notes. Thesecosts include theprojected profits, if any, that our affiliatesexpect to realizefor
assuming risks inherent in hedgingour obligations under thenotes and the estimated cost of hedging our obligations under the
notes. See "The Estimated Value of the Notes" in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes"in this pricing supplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE-
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-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 pricingsupplement 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 internal secondarymarket funding ratesfor structured debt issuances and,
also, because secondarymarket prices may excludeprojected hedging profits, if any, and estimated hedging costs that are
included in the original issue price of the notes.Asa result, the price, if any, at which JPMS will be willing to buy the notes from
youin secondarymarket transactions, if at all, islikely to be lower than the original issue price. Anysale by you prior to the
Maturity Datecould result in asubstantial lossto you.
PS-6| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
•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 magnifyeach other, asidefrom theprojected hedging profits, if any, estimated hedging costsand the price of
one share of theReference Stock. Additionally, independent pricingvendors and/or thirdparty broker-dealers may publish a price
for the notes, which mayalso 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 "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 Reference Stock
•NO AFFILIATION WITH THE REFERENCE STOCK ISSUER -
We have not independently verified any of the informationabout the Reference Stockissuer contained in thispricingsupplement.
You should undertake your own investigation into the Reference Stock and its issuer. Weare not responsible for the Reference
Stock issuer'spublic disclosure of information, whether contained in SEC filings or otherwise.
•THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make anadjustment in response to all events that could affect the Reference Stock.The calculation
agent may make adjustmentsin response to events that are not described in the accompanying product supplement to account for
anydiluting or concentrative effect, but the calculation agent is under no obligation to dosoor toconsider your interests as a
holder of the notes in making these determinations.
PS-7| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
The Reference Stock
All information contained herein on the Reference Stock and on Boeing isderivedfrom publicly available sources, without independent
verification. According to itspublicly available filings with the SEC, Boeing is an aerospacefirm that operates in three segments:
Commercial Airplanes; Defense, Space & Security; and Global Services. The common stock of Boeing, par value $5.00 per share
(Bloombergticker: BA), is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act,
and is listed on the New YorkStock Exchange, which we refer to as the relevant exchange for purposesof Boeing in theaccompanying
product supplement. Information provided to or filed with theSEC by Boeing pursuant to the Exchange Act can be located by reference
to the SEC file number 001-00442, andcanbe accessedthrough www.sec.gov. We do not make any representation that these publicly
available documentsare 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 Stock fromJanuary 4, 2019 through October 25, 2024. The closing price of one share of the Reference Stock
on October 29, 2024 was $152.98. We obtained the closingpricesabove and below fromtheBloombergProfessional® service
("Bloomberg"), without independent verification.Theclosing pricesabove and below mayhave been adjustedby Bloomberg for
corporate actions, such as stocksplits, public offerings, mergersandacquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of one share of theReference Stockshould not be taken as an indicationof futureperformance, and no
assurance canbe given as tothe closingprice of one share of theReference Stock on thePricing Date or the Observation Date. There
canbe no assurance that theperformance of the Reference Stock will result in the return of anyof your principal amount in excess of
$200.00 per $1,000 principalamount note, subject to thecredit risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination 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 ofnotes.
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. FederalIncome Tax
Consequences- Tax Consequences to U.S. Holders-Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement.Assuming this treatment is respected, the gainor losson your notes should be treated aslong-
termcapitalgain or loss if youhold your notes for more than a year, whether or not you arean initial purchaser of notes at the issue
price.However, the IRS or acourt maynot respect this treatment, in which case the timing andcharacter of any income or losson the
notes could be materiallyandadversely affected.In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income taxtreatment of "prepaidforwardcontracts" and similar instruments.The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment.It also asks for comments on a
PS-8| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the natureof the underlying property to which the instruments arelinked; the degree, if any, to which income (including any mandated
accruals) realizedbynon-U.S. investorsshould be subject to withholding tax; and whether these instruments are or should besubject
to the"constructive ownership" regime, which very generallycan operate to recharacterizecertain long-term capital gainas ordinary
income and impose a notional interest charge.While the notice requestscomments onappropriate transition rulesand effectivedates,
any Treasury regulations or other guidancepromulgated after consideration of theseissues couldmateriallyandadversely affect the
taxconsequences of an investment in the notes, possibly with retroactive effect.You should consult your taxadviser regarding the
U.S. federal incometax consequences of an investment in the notes, including possible alternative treatments and the issuespresented
by thisnotice.
Section 871(m)of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unlessan income tax treaty applies) on dividend equivalentspaid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities.Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthescopeof Section 871(m) instruments issuedprior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal
income taxpurposes (each an "Underlying Security").Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders.Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination.Section871(m) iscomplex and its application may depend on your particular circumstances, including whether you
enter intoother transactions with respect to an Underlying Security.If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes.You should consult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-incomedebt component withthesame maturityasthe notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlyingthe economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondarymarket (if anyexists) at
any time. The internal funding rate used in the determination of the estimated value of 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
maybe based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in 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 mayprove
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 any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations-Risks Relating to the Estimated Value and
Secondary Market Pricesof the Notes-The Estimated Value of the NotesIs Derived by Reference to anInternalFunding Rate" in this
pricingsupplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing modelsof our
affiliates. These modelsare dependent on inputssuch as the traded market prices of comparable derivative instruments and on
variousother inputs, some of whichare 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 notesdoesnot represent future values of thenotes and may differ from others' estimates. Different pricing
modelsand assumptionscould provide valuations forthe notes that are greater than or less thanthe 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
JPMorganChase & 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.
Theestimated value of the notes will be lower than the original issue price of the notes because costs associated withstructuringand
hedging the notes are included in the originalissue price of the notes.These costs include the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notesandthe estimated cost ofhedging our
PS-9| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control,
thishedging may result in a profit that ismore or less than expected, or it may result in a loss. A portion of the profits, if any, realizedin
hedging our obligations under the notes may be allowed to other affiliated or unaffiliateddealers, and we or one or more of our affiliates
will retain any remaining hedging profits.See "Selected Risk Considerations- Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes-The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the
Notes"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 be impactedbymany
economic and market factors"in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes willbe partially paid back toyou in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costscan include projected hedging profits, if
any, and, in some circumstances, estimated hedgingcostsand our internal secondary market 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 the
notes. The length of any such initialperiod reflectsthe structure of the notes, whether our affiliates expect toearn a profit in connection
with our hedging activities, the estimated costsof hedging the notes and when these costsare incurred, as determined byour 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 byJPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher ThantheThen-
Current Estimated Value of the Notes for a Limited Time Period" in thispricing supplement.
Supplemental Use of Proceeds
The notes areoffered to meet investor demand for products that reflect the risk-returnprofile andmarket exposure provided by the
notes. See "Hypothetical Payout Profile"and "How the Notes Work" in this pricing supplementfor an illustration of the risk-return profile
of thenotes and"The Reference Stock"in this pricing supplementfor adescription of the market exposure provided bythe notes.
The originalissue price of thenotes is equal to the estimated value of the notesplus (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated costof 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 reservethe right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and 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 accompanyingprospectus
addendum and the more detailed information contained in the accompanying product supplement. This pricing supplement, together
with the documents listed below, contains the termsof the notes and supersedes all other prior or contemporaneous oralstatements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, samplestructures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the "Risk Factors" sections of the accompanying prospectus supplement and the accompanying
product supplement and 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 and other advisers before you invest inthe
notes.
PS-10| Structured Investments
Capped Dual DirectionalBuffered Return EnhancedNotes Linked to the
Common Stock ofThe Boeing Company
You may access these documents on the SEC websiteat www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
•Prospectus addendum datedJune 3, 2024:
Our CentralIndex Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is19617. As used in thispricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.