JPMorgan Chase & Co.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 04:23
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 securities in any jurisdiction where the offer or sale is not permitted.
Subjectto completion datedOctober 30,2024
October ,2024 Registration Statement Nos.333-270004and 333-270004-01; Rule 424(b)(2)
Pricingsupplementto product supplement no. 4-IdatedApril 13, 2023, underlying supplement no. 1-Idated April 13,2023,theprospectus and
prospectus supplement, eachdated April 13,2023,and the prospectus addendum dated June 3,2024
JPMorganChase FinancialCompany LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the iShares® Silver Trust, the GlobalX Uranium ETF
and the VanEck® Gold Miners ETFdue November 5, 2026
Fully and UnconditionallyGuaranteed by JPMorgan Chase & Co.
•Thenotes are designed for investors whoseeka Contingent Interest Payment with respect to each Review Date for
which theclosingprice of oneshare of each of theiShares®Silver Trust, the Global X Uranium ETF and the VanEck®
Gold Miners ETF, which we refer toas theFunds, is greater than or equal to itsInterest Barrier, which willbe at most
51.00% of its Initial Value.
•If theclosingprice of one share of each Fund is greater than or equal to its Interest Barrier on any Review Date,
investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, anypreviously
unpaid Contingent Interest Paymentsfor prior Review Dates.
•The notes will be automatically calledif the closingprice of one shareof each Fund on any Review Date(other than the
first andfinal Review Dates) is greater than or equal to its Initial Value.
•The earliest dateon which an automatic call may be initiated isMay 1, 2025.
•Investors should be willing toaccept 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
ContingentInterest 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, and the credit
risk of JPMorgan Chase & Co., asguarantor of the notes.
•Payments onthenotes are not linkedto abasket composed of the Funds.Payments on the notes are linked to the
performance of each of the Fundsindividually, as describedbelow.
•Minimum denominations of $1,000 and integral multiplesthereof
•Thenotes are expected to price on or about October 31, 2024 and areexpected to settleon or about November 5, 2024.
•CUSIP: 48135VBH0
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-5 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor anystate securitiescommission has approved or disapproved
of thenotes or passed upon the accuracyor the adequacy of this pricing supplement or theaccompanying product supplement,
underlyingsupplement, prospectus supplement,prospectusand prospectusaddendum. Any representation to thecontrary 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 pricingsupplement for information about thecomponents of theprice to publicof the
notes.
(2) J.P.Morgan Securities LLC, which we refer toas JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us toother affiliatedor unaffiliateddealers. These sellingcommissionswill be upto$17.50 per $1,000
principal amount note. JPMS, acting as agentfor JPMorgan Financial, willalso payallofthestructuring fee of up to $1.00per $1,000
principal amount note it receivesfrom us toother 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 $959.70per $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 $930.00per $1,000principal 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 Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Key Terms
Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly ownedfinance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The iShares® Silver Trust (Bloomberg ticker: SLV), the
Global X Uranium ETF (Bloomberg ticker: URA)and the VanEck®
Gold Miners ETF (Bloomberg ticker: GDX)
Contingent InterestPayments:If the notes have not been
automaticallycalled and the closingprice of oneshare of each
Fundon any Review Date is greater than or equal to its Interest
Barrier, you willreceive on the applicable Interest Payment Date
for each $1,000 principal amount notea ContingentInterest
Payment equal to $25.00(equivalent toa ContingentInterest Rate
of 10.00%per annum, payable at a rate of 2.50% per quarter),
plusany previously unpaid Contingent Interest Payments forany
prior Review Dates.
If the Contingent Interest Payment isnot paid onany Interest
Payment Date, that unpaid Contingent Interest Payment will be
paidon a later Interest Payment Date if the closing price of one
share of each Fund on the Review Date related to that later
Interest Payment Date is greater than or equal to its Interest
Barrier. You will not receive any unpaid Contingent Interest
Payments if theclosing price of oneshareof any Fund on each
subsequent Review Date isless than itsInterest Barrier.
Contingent InterestRate:10.00% per annum, payable at a rate
of 2.50% per quarter
Interest Barrier/ Trigger Value:With respect to each Fund, at
most 51.00% of itsInitial Value (to be provided in the pricing
supplement)
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, 2026
and November 2, 2026 (final Review Date)
Interest Payment Dates*:February 5, 2025, May 6, 2025,
August 5, 2025, November 5, 2025, February5, 2026, May 6,
2026, August 5, 2026 and the Maturity Date
Maturity Date*: November 5,2026
Call Settlement Date*:If the notes are automatically called on
any Review Date (other than the first and final Review Dates), the
first Interest Payment Dateimmediately followingthatReview
Date
* Subjectto postponement in theevent of a market disruption event and
as described under"General Termsof Notes- Postponementofa
Determination Date -NotesLinked to Multiple Underlyings" and"General
Terms of Notes-Postponementof a PaymentDate" inthe
accompanyingproduct supplement
Automatic Call:
If theclosingprice of one shareof eachFund onany Review Date
(other than the first and final Review Dates) is greater than or
equal to itsInitial 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 Dateplus (c) anypreviously unpaid Contingent Interest
Payments for any prior Review Dates, payable on the applicable
Call Settlement Date. No further payments willbemade onthe
notes.
Payment at Maturity:
If the notes have not been automatically calledand the Final
Valueof each Fund is greater than or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment applicable to thefinal Review Date plus(c) any
previouslyunpaid Contingent Interest Payments for anyprior
Review Dates.
If the notes have not been automatically calledand the Final
Valueof any Fundisless than its Trigger Value, your payment at
maturityper $1,000 principal amount notewill be calculatedas
follows:
$1,000 + ($1,000 × Least Performing Fund Return)
If the notes have not been automatically called and the Final
Valueof any Fundisless than its Trigger Value, you will lose
more than 49.00% of your principal amount at maturity and could
lose all of your principal amount at maturity.
Least Performing Fund:The Fund with the Least Performing
Fund Return
Least Performing Fund Return: The lowest of the FundReturns
of theFunds
Fund Return:
With respect to each Fund,
(Final Value -Initial Value)
Initial Value
Initial Value:With respect to eachFund, the closing price of one
share of that Fundon thePricing Date
Final Value: With respect to eachFund, the closing price of one
share of that Fundon thefinalReview Date
Share Adjustment Factor:With respect to each Fund, theShare
Adjustment Factor is referenced indetermining the closing price of
one share of that Fund and is set equal to 1.0 on the Pricing Date.
The Share Adjustment Factor of each Fund issubject to
adjustment upon the occurrence of certain events affectingthat
Fund. See "The Underlyings-Funds- Anti-Dilution
Adjustments" in the accompanying product supplement for further
information.
PS-2| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Supplemental Terms of the Notes
The notes are not commodity futurescontracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
as amended (the "Commodity Exchange Act"). The notes are offered pursuant toan exemption from regulation under the
Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more
payments indexedto the value, levelor rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are
not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the CommodityFutures
Trading Commission.
Any values of the Funds, 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 becomeeffective without consent of the holders of
the notes or any other party.
How the Notes Work
Payment in Connection with the First Review Date
Payments in Connectionwith Review Dates (Other than the First and Final Review Dates)
The closing price of oneshare of eachFund is
greater thanorequal to its Interest Barrier.
The closing price of oneshare of anyFund is less
than its Interest Barrier.
First ReviewDate
Compare theclosing price of oneshareof each Fund to its Interest Barrieron the firstReviewDate.
Youwill receive a Contingent Interest Payment on the
first InterestPayment Date.
Proceed to the next ReviewDate.
No Contingent Interest Payment will be made with respect to
the first ReviewDate.
Proceed to the next ReviewDate.
The notes will beautomaticallycalled on theapplicable Call Settlement Dateandyou will
receive (a)$1,000 plus (b)the Contingent Interest Payment applicable tothat ReviewDate
plus(c)anypreviouslyunpaid Contingent Interest Payments for anyprior ReviewDates.
No further payments will be made onthe notes.
ReviewDates (Other than the First and Final ReviewDates)
AutomaticCall
The closingprice of one
share of eachFund is
greater thanor equal to
its Initial Value.
The closingprice of one
share of anyFundis
less thanits Initial
Value.
Initial
Value You will receive (a) theContingent
Interest Payment applicable tothat
ReviewDateplus(b) anypreviously
unpaid Contingent Interest Payments
foranyprior Review Dates.
Proceed to the next ReviewDate.
The closing price of one
share of each Fund is
greater than orequal to
its Interest Barrier.
No
Automatic
Call No Contingent Interest Payment will
bemadewith respect to the
applicable ReviewDate.
Proceed to the next ReviewDate.
The closing price of one
share of anyFundis less
than its Interest Barrier.
Compare the closingprice of one share of each Fundto its Initial Valueand its Interest Barrieron each ReviewDate until the
final ReviewDate oranyearlierautomatic call.
PS-3| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Payment at MaturityIf the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The tablebelow illustrates thehypothetical totalContingent Interest Payments per $1,000 principal amount note over the termof the
notes basedonthe Contingent Interest Rate of10.00% per annum, dependingon how many Contingent Interest Payments aremade
prior to automatic call ormaturity.
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
$0.000
Hypothetical PayoutExamples
The following examples illustrate payments on thenoteslinked to three hypothetical Funds, assuming a range of performances for the
hypotheticalLeast Performing Fund on the Review Dates. Each hypothetical payment set forth belowassumes that the closing
price of one shareof each Fundthat is not the Least PerformingFund on each Review Date is greater than or equal to its
Initial Value (and therefore its Interest Barrier and Trigger Value).
In addition, the hypothetical paymentsset forth below assumethe following:
•an Initial Value for theLeast PerformingFund of $100.00;
•an Interest Barrier and aTrigger Valuefor the Least Performing Fund of$51.00 (equal to51.00%of itshypotheticalInitial Value);
and
•a Contingent Interest Rate of 10.00% per annum.
Thehypothetical Initial Valueof the Least PerformingFundof $100.00 has been chosen forillustrative purposesonly and maynot
represent a likely actual InitialValueof any Fund.The actual Initial Value of each Fund will be the closing price of one share of that
Fundon the Pricing Dateand will be provided in the pricing supplement.For historical data regarding the actualclosingprices of one
share of each Fund, please see thehistorical information set forth under "The Funds"in this pricingsupplement.
Each hypothetical payment set forth below isfor illustrative purposesonly and maynot be the actual payment applicable to a purchaser
of the notes.Thenumbers appearing in the following exampleshave been rounded for ease of analysis.
Review DatesPreceding the
Final Review Date
Youwill receive (a) $1,000plus (b)the
Contingent Interest Payment
applicable to thefinal ReviewDate
plus (c) anypreviouslyunpaid
Contingent Interest Payments forany
prior ReviewDates.
The notes are not
automaticallycalled.
Proceed to maturity
Final Review DatePayment at Maturity
The Final Value of eachFundis greater thanor
equal to its Trigger Value.
Youwill receive:
$1,000+ ($1,000 × Least Performing
FundReturn)
Under thesecircumstances, youwill
lose some or all of yourprincipal
amount at maturity.
The Final Value of anyFund is less thanits
TriggerValue.
PS-4| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Example 1 - Notes are automatically called on thesecond Review Date.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principalamount note)
First Review Date
$105.00
$25.00
Second Review Date
$115.00
$1,025.00
Total Payment
$1,050.00(5.00% return)
Because theclosing price of one shareof each Fund on the second Review Date isgreater than or equalto its Initial Value, thenotes
will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,025.00 (or $1,000plus the Contingent
Interest Payment applicable to the second Review Date), payable on the applicable Call Settlement Date. The notes are not
automaticallycallablebefore the second Review Date, eventhough the closing price of one share of each Fund on thefirst Review
Date is greater than its Initial Value.When added to the Contingent Interest Payment received with respect to the prior Review Date,
the totalamount paid, for each $1,000 principal amount note, is $1,050.00. No further payments will be made on the notes.
Example2- Notes have NOT been automatically called and the Final Value of theLeast PerformingFund isgreater than or
equal to its Trigger Value.
Date
Closing Price of One Share
of Least Performing Fund
Payment (per $1,000 principalamount note)
First Review Date
$95.00
$25.00
Second Review Date
$85.00
$25.00
Third through Seventh
Review Dates
Less than Interest Barrier
$0
Final Review Date
$90.00
$1,150.00
Total Payment
$1,200.00(20.00% return)
Becausethe notes have not been automatically called and theFinal Valueof the Least Performing Fundisgreater than or equal to its
Trigger Value, the payment at maturity, for each $1,000principal amount note, will be$1,150.00(or $1,000plusthe Contingent Interest
Payment applicable to the final Review Dateplus the unpaid Contingent Interest Paymentsfor any prior Review Dates).When added
to theContingent InterestPayments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principal
amount note, is $1,200.00.
Example3- Notes have NOT been automatically called and the Final Value of theLeast PerformingFund is lessthan its
Trigger Value.
Date
Closing Price of One Share
of Least Performing Fund
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 the notes have not been automaticallycalled, the Final Value of the Least PerformingFund is less than its Trigger Value and
the Least Performing Fund Return is-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 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, the hypothetical returns and hypothetical payments shown above would
likelybe lower.
PS-5| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Selected Risk Considerations
An investment in the notesinvolvessignificant risks. These risks are explained in more detail in the "Risk Factors" sections ofthe
accompanying prospectus supplementandproduct supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the NotesGenerally
•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 ofany
Fundisless than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Least PerformingFund isless thanitsInitial Value. Accordingly, under these circumstances, you will lose more than49.00% of
your principal amount at maturity 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 thenotes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date(and we
will payyou any previously unpaid Contingent Interest Paymentsfor any prior Review Dates)onlyif the closing price of one share
of each Fundon that Review Date is greater than or equal to its Interest Barrier. If theclosingprice of one shareof any Fund on
that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
You will not receive any unpaid Contingent Interest Payments if theclosing price of oneshare of any Fund on each subsequent
Review Date is less than its Interest Barrier. Accordingly, if the closing price of one shareof any Fund oneach Review Date is less
than its 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 andJPMorgan Chase & Co.'s ability to pay all amountsdue on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined bythe market for taking that credit
risk, is likely to adversely affect thevalue of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you maynot receive any amounts owed to youunder 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. 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 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 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 any Fund, which may be significant. You will not participate in any appreciation of anyFund.
•YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND -
Payments onthenotes are not linkedto abasket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by any of theFunds over the term of the notesmay result in the notesnot being automatically
calledon a Review Date, maynegativelyaffect whether you will receive a Contingent Interest Payment on any Interest Payment
Date and your payment at maturityand willnot be offset or mitigated bypositive performance byanyother Fund.
•YOUR PAYMENT AT MATURITYWILL BE DETERMINED BY THE LEAST PERFORMING FUND.
•THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE-
If theFinal Valueof any Fundis lessthan its Trigger Value and the noteshave not been automatically called, the benefit provided
by the Trigger Value will terminate and you willbe fully exposed to any depreciation of theLeast Performing Fund.
•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 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 notes at a comparable return and/or with acomparable interest rate for a
PS-6| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
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 ANY FUND OR ANY SECURITIES HELD BY ANY FUND OR HAVE ANY RIGHTS
WITH RESPECT TO ANY FUND OR THE SECURITIES OR COMMODITIES HELD BY ANY FUND.
•THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A FUND FALLING BELOW ITS INTEREST BARRIER OR TRIGGER
VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THAT FUND IS VOLATILE.
•LACK OF LIQUIDITY -
The notes will not belisted on anysecurities exchange. Accordingly, the price at whichyou may be able to trade your notes is
likelyto depend on the price, if any, at whichJPMS is willing to buy the notes. You may notbe able to sellyour notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should beable and willing to hold your notes to maturity.
•THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notesbased on the minimum for the estimated value of the notes and the
maximums for the Interest Barrier and Trigger Value of each Fund.
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 ispossiblethat 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.
In addition, the benchmark price of theiShares®Silver Trust's Underlying Commodity (as defined under "The Funds" below) is
administered by the London BullionMarket Association ("LBMA") or an independent service provider appointed by the LBMA, and
we are, or one of our affiliatesis, a price participant that contributes to the determination of that price.Furthermore, our affiliate is
the custodian of the iShares®Silver Trust.We and our affiliates will have no obligation to consider your interests as a holder of the
notes in takingany actionsin connection with our roles as apriceparticipant and a custodian that might affect the iShares® Silver
Trust or the notes.
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 issue price of the
noteswill exceed the estimated valueof the notesbecausecosts associated with selling, structuring and hedging the notes are
included in the original issue price of the notes.Thesecosts include the selling commissions,the structuring fee, the projected
profits, if any, that our affiliates expect to realize for assuming risksinherent in hedgingour obligations under the notesand the
estimated cost of hedging our obligations under the notes.See "The Estimated Value of the Notes" inthis pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See"The Estimated Value of the Notes" in this pricingsupplement.
•THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
The internal funding rate usedin the determinationof the estimated value of the notes maydiffer 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, amongother things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoingliability management costs of the notes in comparison to those costs for the conventional fixed income
instrumentsof JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, whichmay
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and anypotentialchanges 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.
PS-7| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
•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 noteswillbe 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"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 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 secondary market funding rates for structured debt issuances and,
also, because secondarymarket prices (a) exclude the structuringfeeand (b) may exclude selling commissions, projected hedging
profits, if any, and estimated hedging costs that are includedin the original issue price of the notes. As a result,theprice, if any, at
which JPMS will be willing to buy the notes from you in secondarymarket transactions, if at all, islikely to be lower than the original
issue price. Any salebyyou prior to the Maturity Datecouldresult in a substantial loss 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,structuring fee, projected hedging profits, if any,
estimated hedging costs and the prices of oneshare of the Funds. Additionally, independent pricing vendors and/or thirdparty
broker-dealers may publish a price for thenotes, whichmay also be reflected on customer account statements. This price may be
different (higher or lower) than the price of thenotes, if any, at whichJPMS may be willing to purchase your notes in the secondary
market. See "Risk Factors-Risks Relating to the Estimated Value and SecondaryMarket Prices of theNotes-Secondary
market prices of the noteswill be impacted bymany economic and market factors" in the accompanying product supplement.
Risks Relating to theFunds
•THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY,MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND'S UNDERLYING INDEX OR
UNDERLYING COMMODITY, AS APPLICABLE, AS WELL AS THE NET ASSET VALUE PER SHARE -
Each of the Global X Uranium ETF and the VanEck®Gold Miners ETF doesnot fully replicate its UnderlyingIndex (as defined
under "The Funds" below) and may hold securities different from those includedinits Underlying Index. In addition, the
performance of each of the Global X Uranium ETFand the VanEck®Gold Miners ETF will reflect additional transaction costsand
feesthat are not included in the calculation of its Underlying Index.All of these factorsmay lead to a lackof correlation between
the performance of each of theGlobal X Uranium ETF and the VanEck®GoldMiners ETF and its UnderlyingIndex.In addition,
corporateactions with respect to the equity securities underlying each of the Global X Uranium ETFand the VanEck® Gold Miners
ETF (such as mergersand spin-offs) may impact thevariance between the performances of that Fund and its Underlying Index.
Finally, because the shares of each of the Global X UraniumETFand theVanEck®Gold Miners ETF are traded on a securities
exchange and are subject tomarket supplyandinvestor demand, the market valueof oneshare of each of theGlobal X Uranium
ETF and the VanEck®Gold Miners ETF may differ from the net asset value per share of that Fund.
In addition, the iShares® Silver Trust does not fully replicate the performance of its Underlying Commodity due to the fees and
expensescharged by the iShares®Silver Trust or by restrictionson access to the relevant Underlying Commodity(asdefined
under "The Funds" below) dueto other circumstances. The iShares® Silver Trust does not generate any income, and as the
iShares®Silver Trust regularlysells its Underlying Commodity topayfor ongoingexpenses, the amount of its Underlying
Commodity represented by each share graduallydeclines over time. TheiShares®Silver Trust sellsits Underlying Commodity to
payexpenseson an ongoing basis irrespectiveof whether the trading price of the shares risesor falls in response to changes in
the price of its Underlying Commodity. The sale by theiShares® Silver Trust of its Underlying Commodityto pay expensesat a
time of low prices for its Underlying Commodity could adverselyaffect the value of the notes. Additionally, there is a risk that part
or all of the iShares® Silver Trust's holdings inits Underlying Commodity could be lost, damaged or stolen. Access to the iShares®
Silver Trust's Underlying Commoditycould also be restricted by natural events (such as anearthquake) or human actions(such as
a terrorist attack). All of these factorsmay lead to a lack of correlation between the performance of the iShares®Silver Trust and
its Underlying Commodity. Inaddition, because the shares of theiShares® Silver Trust are tradedona securities exchange and
are subject to market supply and investor demand, themarket valueof one share of the iShares® Silver Trust may differ from the
net asset value per share of the iShares®Silver Trust.
PS-8| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
During periodsof market volatility, securities underlyingeachof the Global X Uranium ETFand the VanEck® GoldMiners ETF or
the Underlying Commodityof the iShares® Silver Trustmay be unavailable in the secondary market, market participants may be
unable to calculate accurately the net asset value per shareof that Fund and the liquidity of thatFund may be adversely affected.
Thiskind of market volatility may also disrupt the ability of market participants to create and redeem sharesof aFund. Further,
market volatilitymay adversely affect,sometimes materially, the prices at which market participants are willing to buy and sell
shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may varysubstantially from the
net asset value per share of that Fund. For all of theforegoing reasons, the performance of each Fundmaynot correlatewith the
performance of its UnderlyingIndex or Underlying Commodity, as applicable,as well as the net asset value per share of that Fund,
which could materially and adversely affect the value of the notesin thesecondary market and/or reduce any payment on the
notes.
•THE iSHARES® SILVER TRUST IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT
TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE
ACT -
Accordingly, you will not benefit from any regulatory protections afforded to persons whoinvest in regulated investment companies
or commodity pools.
•THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST -
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares®Silver Trust's expenses
and liabilities. The price of silver isprimarilyaffected byglobal demand for and supply of silver. Silver prices can fluctuate widely
and maybe affectedbynumerous factors. These include general economic trends, increases in silver hedging activity bysilver
producers, significant changes in attitude byspeculators and investors in silver, technical developments, substitutionissues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rateof inflation, the
relativestrength of the U.S. dollar (thecurrency in which the price of silver isgenerally quoted) and other currencies, interest rates,
central bank sales, forward sales byproducers, global or regionalpoliticalor economic events and production costs and disruptions
in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but
not necessarily in the samemanner assupply and demand affect the prices of other commodities. The supplyof silver consistsof
a combination of new mine productionandexisting stocks of bullionand fabricatedsilver held by governments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasionbeen subject to
very rapid short-termchangesdue to speculative activities. From time to time, above-ground inventories of silver may also
influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It isnot possible to
predict the aggregateeffect ofall or any combination of these factors.
•THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA WITH RESPECT TO THE iSHARES® SILVER
TRUST -
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares®Silver Trust'sexpenses
and liabilities. The price of silver isdeterminedby the LBMA or anindependentservice provider appointed by the LBMA. The
LBMA is aself-regulatoryassociation of bullionmarket participants. Although all market-making members of the LBMA are
supervisedbythe Bankof Englandandare required to satisfy acapitaladequacy test, the LBMA itself is not a regulated entity. If
the LBMA should cease operations, or if bullion tradingshould become subject to a value added taxor other tax or any other form
of regulationcurrently not in place, the role of the LBMA silver price as a global benchmarkfor the valueof silver may be adversely
affected. The LBMA isa principals' market, which operates in a manner moreclosely analogous to an over-the-counter physical
commodity market than regulated futures markets, and certain features of U.S. futurescontracts arenot present in the context of
LBMA trading. For example, there are no dailyprice limitson the LBMA which would otherwise restrict fluctuations in the prices of
LBMA contracts. In a declining market, it is possible that priceswould continue to decline without limitation within a trading day or
over a periodof trading days. The LBMA mayalter, discontinue or suspend calculation or dissemination of the LBMA silver price,
which could adversely affect the value of the notes.The LBMA, or an independent service provider appointed bytheLBMA, will
have noobligation to consideryour interests in calculating or revising the LBMA silver price.
•SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY -
The iShares® Silver Trust is linked to a single commodity and not to a diversebasket of commodities or a broad-based commodity
index. The iShares®Silver Trust's Underlying Commoditymay not correlate to the price of commodities generally and may diverge
significantlyfrom the prices of commodities generally. As a result, the notescarry greater risk and may be more volatile than notes
linked to the prices of more commodities or a broad-based commodity index.
PS-9| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
•THERE ARE RISKS ASSOCIATED WITH THE GLOBAL X URANIUM ETF AND THE VANECK® GOLD MINERS ETF -
Each of the Global X Uranium ETF and the VanEck®Gold Miners ETF is subject to management risk, which isthe risk that the
investment strategiesof the applicable Fund's investment adviser, the implementation of which is subject to a number of
constraints, may not produce the intended results. These constraints could adversely affect themarket price of the shares of the
Global X Uranium ETF or the VanEck®Gold Miners ETFand, consequently, the value of the notes.
•RISKS ASSOCIATED WITH THE URANIUM INDUSTRY WITH RESPECT TO THE GLOBAL X URANIUM ETF-
All or substantially all of the equitysecurities held bythe Global X Uranium ETFare issued by companies whose primary line of
business is directly associated with the uraniumindustry, including companies in the uranium mining, energy and consumable fuel
industries. As a result, the value of thenotes maybe subject to greater volatility and bemore adversely affected by a single
economic, political or regulatory occurrence affecting thisindustry than adifferent investment linked to securities of a more broadly
diversified group of issuers.
Securities in theGlobal X Uranium ETF's portfoliomay be significantly subject to the effects of competitive pressures in the
uraniummining industry and the price of uranium. Theprice of uranium maybe affected by changesin inflation rates, interest
rates, monetary policy, economic conditions and political stability. Theprice of uranium may fluctuate substantially over short
periods of time, and therefore,the Global X Uranium ETF'sshare price may be more volatile than other types of investments. In
addition, uranium mining companies mayalso be significantly affected byimport controls, worldwide competition, liability for
environmental damage, depletion of resources and mandated expenditures for safety and pollution control devices. Theprimary
demand for uranium is from the nuclearenergyindustry, which uses uranium as fuel for nuclear power plants. Demandfor nuclear
energy may face considerablerisk asa result of,amongother risks, incidentsand accidents, breachesof security, ill-intentioned
acts or terrorism, air crashes, natural disasters (such as floods or earthquakes), equipment malfunctionsor mishandling in storage,
handling, transportation, treatment or conditioning of substances and nuclear materials.
The value of securities issuedby companies in the energy sector may decline for many reasons, including, without limitation,
changes inenergy prices; international politics; energyconservation; thesuccessof exploration projects; natural disastersor other
catastrophes; changesinexchange rates, interest rates, or economic conditions; changes in demand for energy productsand
services; and tax and other government regulatory policies. Actions taken by central governmentsmay dramatically impact supply
and demand forces that influenceenergy prices, resulting in sudden decreasesin value for companiesin the energy sector.
Furthermore, the exploration and development of mineral depositsinvolve significant financial risks over a significant period of
time, which even a combination of careful evaluation, experienceandknowledge maynot eliminate. Few properties that are
exploredare ultimately developed into producing mines. Major expendituresmay be required toestablish reserves by drillingand
to construct mining and processing facilities at a site.In addition, mineral exploration companies typically operate at a lossand are
dependent onsecuring equityand/or debt financing, which might be more difficult to secure for anexploration company than for a
moreestablished counterpart.
The consumable fuelsindustry iscyclical and highly dependent on themarket price of fuel. The market value of companies inthe
consumable fuelsindustry arestrongly affected by the levels and volatilityof global commodityprices, supply and demand, capital
expenditures on exploration and production, energy conservation efforts, the prices of alternative fuels, exchange rates and
technologicaladvances. Companies in thissector are subject tosubstantial government regulation and contractual fixed pricing,
which may increase the cost of businessand limit these companies' earnings. Actionstaken bycentralgovernmentsmay
dramatically impact supply and demand forcesthat influence the market price of fuel, resulting in sudden decreases in value for
companiesin theconsumable fuels industry. A significant portion of their revenues depends on a relativelysmall number of
customers, including governmental entities and utilities. As a result, governmental budget restraints may have amaterial adverse
effect on the stockprices of companies in the industry.
These factors could affect the uraniumindustry and could affect the value of the equitysecurities held bythe Global X Uranium
ETF and the price ofthe Global X Uranium ETF during the term of the notes, which may adversely affect the value of your notes.
•NON-U.S. SECURITIES RISK WITH RESPECT TO THE GLOBAL X URANIUM ETFAND THE VANECK® GOLD MINERS ETF
-
Someof the equity securitiesheld bythe Global X Uranium ETFand the VanEck® Gold Miners ETF have been issued by non-U.S.
companies. Investments insecurities linked to the value of such non-U.S. equitysecurities involve risks associated withthe home
countries and/or the securities marketsin the home countries of the issuersof those non-U.S. equity securities. Also, there is
generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC.
PS-10| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
•EMERGING MARKETS RISK WITH RESPECT TO THE GLOBAL X URANIUM ETF-
The equity securitiesheld bythe Global X Uranium ETFhave been issued by non-U.S. companies located in emergingmarkets
countries.Countries with emergingmarkets mayhave relativelyunstable governments, maypresent the risks of nationalization of
businesses, restrictions on foreign ownership and prohibitions onthe repatriation of assets, andmay have less protectionof
property rights than more developed countries. The economies of countries with emerging marketsmay be basedon only a few
industries, may be highly vulnerable tochanges in local or globaltrade conditions, andmay suffer from extreme andvolatiledebt
burdens or inflation rates. Local securities markets may trade a small number of securitiesandmaybe unable to respond
effectively to increasesin trading volume, potentially makingprompt liquidation of holdingsdifficult or impossible at times.
•THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK WITH RESPECT TO THE GLOBAL X URANIUM ETFAND
THE VANECK® GOLD MINERS ETF-
Because the pricesof the non-U.S. equitysecurities held byeach of the Global X UraniumETF and the VanEck® Gold Miners ETF
are converted into U.S. dollars for purposes of calculating the net asset value of that Fund, holders of the notes will be exposed to
currency exchange rate risk with respect to each of the currencies in which the non-U.S. equitysecurities held by that Fund trade.
With respect to eachof the Global X Uranium ETF and the VanEck®Gold Miners ETF, your net exposure will depend on the extent
to which those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by that
Fund denominated in each of those currencies. If, taking intoaccount the relevant weighting, the U.S. dollar strengthensagainst
those currencies, the price of the relevant Fund willbe adversely affected and anypayment on the notesmay be reduced.
•RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES WITH RESPECT TO THE VANECK® GOLD
MINERS ETF -
All or substantially all of the equitysecurities held by the VanEck®GoldMiners ETFareissued by companies whose primary lineof
business is directly associated with the gold and/or silver mining industries. As a result, the value of the notesmay be subject to
greater volatility and be moreadversely affectedbya single economic, political or regulatory occurrence affectingthese industries
than a different investment linked to securities of a more broadlydiversified group of issuers. Investments related to goldand silver
are considered speculative and are affected bya variety of factors. Competitive pressures may have a significant effect on the
financial condition of gold andsilver mining companies. Also, gold and silver mining companies are highly dependent on the price
of gold and silver bullion, respectively, but may also beadversely affected by avariety of worldwide economic, financial and
political factors. The price of gold andsilver may fluctuate substantially over short periodsof time, so the VanEck® GoldMiners
ETF'sshare pricemay be more volatile than other typesof investments.Fluctuation in the prices of gold and silver may be due to
a number of factors, includingchanges in inflation, changes in currency exchange ratesand changes in industrial and commercial
demand for metals (including fabricator demand). Additionally, increased environmental or labor costsmay depress the value of
metal investments. These factors could affect the gold and silver mining industries and could affect thevalue of the equity
securities held by the VanEck® Gold Miners ETF and the price of the VanEck® Gold Miners ETF during the term of the notes, which
mayadversely affect the value of your notes.
•THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for each Fundfor certain events affecting the shares
of that Fund. However, thecalculation agent will not make an adjustment inresponse to all events that could affect the sharesof
the Funds. If an event occursthat does not require thecalculation agent to make an adjustment, the value of the notesmaybe
materially andadverselyaffected.
PS-11| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
The Funds
The iShares®Silver Trust is an investment trust sponsored by iShares® DelawareTrust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver, less the iShares®Silver Trust's expensesandliabilities. The assets of the
iShares® Silver Trust consistsprimarily of silver held by acustodian on behalf of theiShares® Silver Trust. We refer to silver as the
Underlying Commodity with respect tothe iShares® Silver Trust. For additional information about the iShares® Silver Trust, see "Fund
Descriptions- The iShares®Silver Trust" in the accompanying underlyingsupplement.
TheGlobal X Uranium ETF is an exchange-traded fund of Global X Funds®, a registered investment company, that seeks to provide
investment results that correspond generally totheprice and yield performance, before fees and expenses, of the Solactive Global
Uranium & Nuclear Total Return Index, which we refer to asthe UnderlyingIndex with respect tothe Global X Uranium ETF. The
Solactive Global Uranium & Nuclear Total Return Index is amodified market capitalization-weighted index that is designed to track the
performance of companies that have or are expected tohave businessoperations or exposure in the uranium industry, including
uraniummining, exploration, uranium investments and technologies related to the uraniumindustry. For additional information about
theGlobal X Uranium ETF, see Annex A in this pricing supplement.
The VanEck®GoldMiners ETF isan exchange-traded fund of the VanEck®ETF Trust,a registered investment company, that seeks to
replicate as closelyaspossible, before feesandexpenses, the price and yieldperformance of the NYSE Arca Gold Miners Index, which
we refer to as the Underlying Index with respect to the VanEck®GoldMiners ETF. The NYSE Arca Gold Miners Index is a modified
market capitalization weighted indexcomposed of publicly tradedcompanies involved primarily in the mining of goldor silver. For
additional information aboutVanEck® Gold Miners ETF, see "Fund Descriptions - The VanEck®ETFs" in the accompanying
underlyingsupplement.
Historical Information
The following graphs set forth the historical performance of each Fundbased on the weekly historicalclosingprices of one share of
each Fund from January4, 2019 throughOctober 25, 2024. The closingprice of one share of theiShares® Silver Truston October 29,
2024 was$31.39. The closingprice of one share of theGlobal X Uranium ETFon October 29, 2024 was $31.82.The closingprice of
one share of the VanEck® Gold Miners ETF on October 29, 2024 was $42.02. We obtained theclosingpricesabove and below from
the Bloomberg Professional®service ("Bloomberg"), without independent verification. The closingprices above and below may have
beenadjusted byBloomberg for actions taken by the Funds, such as stock splits.
Thehistorical closingprices of one shareof each Fundshould not be taken as an indication of future performance, and no assurance
canbe given as tothe closing price of one shareof any Fund on the Pricing Dateor any Review Date.There can be no assurance that
the performance of the Fundswill result inthe return of anyof yourprincipalamount or the payment of anyinterest.
PS-12| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. In determiningour reporting responsibilities weintend to treat (i) the notes for U.S. federal income taxpurposes 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 to U.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 there are other
reasonable treatments that the IRS or acourt may adopt, inwhichcase the timing and character of anyincome or loss on thenotes
could bematerially 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 commentson a number of related
topics, includingthecharacter of income or loss with respect to these instruments and the relevance of factors such as 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 aboveandin the accompanying
product supplement do not address the consequences to taxpayerssubject tospecial tax accounting rules under Section451(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. withholdingtax (at least
PS-13| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
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 will not be required topayany additional amounts with
respect to amounts withheld. In order to claiman exemptionfrom, 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 exemption or
reduction under an applicable tax treaty. Ifyou are a Non-U.S. Holder, you should consultyour tax adviser regarding the tax 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 the applicable
Treasury regulations.Additionally, a recent IRS notice excludes fromthe scope of 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 dividends for U.S. federal
income taxpurposes (each an"Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply tothenotes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, andthe IRS may disagree with
thisdetermination. Section871(m) is complex and its application may depend on your particular circumstances, including whether you
enter 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 shouldconsult your taxadviser regarding the potential
application of Section 871(m) to thenotes.
In theevent of any withholding on the notes, we will not be requiredto payany additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement isequal to thesum of thevalues of thefollowing
hypothetical components: (1) a fixed-income debt component 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 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 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
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 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 notesdoesnot 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 price of the notes because costs associated with selling,
structuring and hedging the notes are included in the originalissue price of the notes. These costs include the sellingcommissionsand
the structuring fee paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliatesexpect to
realize for assuming risks inherent in hedging our obligations under the notes and the estimatedcost of hedging our obligations under
the notes. Because hedging our obligations entails risk and maybe influencedbymarket forces beyond our control, thishedgingmay
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
PS-14| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
obligations under the notesmay 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 the Notes-The Estimated Valueof 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 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 costscan include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates
for structureddebt issuances. This initial predetermined time period is intended to be the shorter of sixmonths and one-half of the
stated term of thenotes. The lengthof 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
The notes 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 pricing supplement for an illustration of the risk-return
profile of the notes and "The Funds"in this pricing supplement for a description of the market exposure provided by thenotes.
The originalissue price of thenotes is equal to the estimated value of the notesplus the selling commissionsand thestructuring 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 estimated cost of hedging our obligations under the notes.
SupplementalPlan of Distribution
JPMS, acting asagent for JPMorgan Financial, will pay allof 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 $1.00 per $1,000 principal amount note it receives from us to other affiliated or
unaffiliated dealers. 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 reservethe right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notifyyou and you will be asked to accept such changes in connection withyour purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read thispricing supplement together with theaccompanyingprospectus, as supplementedbytheaccompanying
prospectussupplement relating to our Series A medium-term notes of which these notes are a part,the accompanyingprospectus
addendumand the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement.This pricingsupplement, together with the documents listed below, contains the terms of the notesand supersedes all
other prior or contemporaneous oral statements as well as any other written materialsincluding preliminary or indicative pricing terms,
correspondence, trade ideas,structures for implementation, samplestructures, fact sheets, brochures or other educational materialsof
ours. Youshould carefullyconsider, among other things, the matters set forth in the "RiskFactors" sections of the accompanying
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.
You may access these documentson the SEC website at www.sec.govasfollows (or if such addresshaschanged, by reviewingour
filingsfor the relevant dateon the SEC website):
•Product supplement no. 4-I dated April 13, 2023:
•Underlying supplement no. 1-Idated April 13, 2023:
•Prospectus supplement and prospectus, each dated April 13, 2023:
PS-15| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
•Prospectus addendum datedJune 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.
PS-16| Structured Investments
Auto Callable ContingentInterest Notes Linked to the Least Performing of
the iShares®Silver Trust, the Global X Uranium ETF and theVanEck® Gold
MinersETF
Annex A
The Global X Uranium ETF
All information contained in this pricing supplement regarding the Global X Uranium ETF (the "UraniumETF") has been derived from
publicly available information, without independent verification. Thisinformation reflects the policiesof,and issubject to change by
Global X Funds®(the "GlobalX Trust") and Global X Management Company LLC ("Global X Management"). Global X Management is
currently the investment adviser to the Uranium ETF. The Uranium ETF isan exchange-traded fund that tradeson NYSE Arca, Inc.
under the ticker symbol "URA."
TheUranium ETF seeksto provide investment results that correspond generally to the price and yieldperformance, before fees and
expenses, of the Solactive Global Uranium & Nuclear Components Total Return Index(the "Uranium Index").The Uranium Indexisa
modified market capitalization-weighted index that is designed to track the performance of companies that have or are expected tohave
business operations or exposure in the uraniumindustry, including uranium mining, exploration, uranium investments andtechnologies
related tothe uranium industry.
Global X Management uses a "passive" or indexing approach to try to achieve the Uranium ETF'sinvestment objective. TheUranium
ETF generally will use a replication strategy. A replication strategy is an indexing strategy that involves investing in the securities of the
Uranium Indexin approximately the same proportions as in theUraniumIndex. However, the Uranium ETF mayutilize arepresentative
sampling strategy with respect to theUraniumIndex when areplication strategy might be detrimental or disadvantageous to
shareholders of the Uranium ETF,such as when thereare practical difficulties or substantial costs involved in compiling a portfolioof
equitysecuritiesto replicate the Uranium Index, in instances in which a securityin the UraniumIndex becomestemporarily illiquid,
unavailable or less liquid, or as a result of legal restrictions or limitations (such as tax diversification requirements) that apply to the
Uranium ETFbut not theUraniumIndex.
Tracking error isthedivergence of the UraniumETF's performance from that of the Uranium Index. Tracking error mayoccur because
of differences between the securities and other instruments held in theUraniumETF's portfolioandthose included in the Uranium
Index, pricing differences (including differences between a security's price at the local market close and the UraniumETF'svaluation of
a security at the time of calculation of theUraniumETF's net asset value), transaction costs incurred by the Uranium ETF, theUranium
ETF'sholding of uninvested cash, differences intiming of the accrual of or the valuation of dividendsor interest, taxgains or losses,
changes to the Uranium Indexor thecoststo theUranium ETF of complying withvarious new or existing regulatory requirements. This
risk may be heightened during times of increased market volatilityor other unusual market conditions. Trackingerror also may result
because the Uranium ETF incurs feesand expenses, while the UraniumIndex does not. Exchange-traded funds that track indices with
significant weightsin emerging markets issuers may experience higher tracking error than other exchange-traded funds that do not
track suchindices.
The Global X Trust is a registered investment company that consists of numerous separateinvestment portfolios, including theUranium
ETF. Information provided to or filed with the SEC by the Global X Trust pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, can be located by reference to the SEC file numbers 333-151713 and 811-22209,
respectively, through the SEC's website at http://www.sec.gov.