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JPMORGAN CHASE & CO [JPM-PL]

Date Filed : Oct 15, 2024

Click here be alerted whenever JPMORGAN CHASE & CO [JPM-PL] files 424B2

424B21ea0217707-01_424b2.htmPRELIMINARY PRICING SUPPLEMENT

The information in this preliminary pricing supplementis not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.

Subject to completion dated October 15, 2024

October     , 2024

Registration Statement Nos. 333-270004and 333-270004-01; Rule 424(b)(2)

 

JPMorgan Chase Financial Company LLC
Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performingof the Russell 2000® Index and the EURO STOXX 50® Index due October 30, 2028

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the closinglevel of each of the Russell 2000® Index and the EURO STOXX 50® Index, which we refer to as the Indices,is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.
The notes will be automatically called if the closing level of each Index on any Review Date (other than the first, second, thirdand final Review Dates) is greater than or equal to its Initial Value.
The earliest date on which an automatic call may be initiated is October 27, 2025.
Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest Paymentmay be made with respect to some or all Review Dates.
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive ContingentInterest Payments.
The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subjectto the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantorof the notes.
Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the performance of eachof the Indices individually, as described below.
Minimum denominations of $1,000 and integral multiples thereof
The notes are expected to price on or about October 25, 2024 and are expected to settle on or about October 30, 2024.
CUSIP: 48135UTB6

 

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 accompanying prospectus addendum, “Risk Factors”beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-5 ofthis pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”)nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricingsupplement or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Anyrepresentation to the contrary is a criminal offense.

  Price to Public (1)(2) Fees and Commissions (2)(3) Proceeds to Issuer
Per note $1,000 $ $
Total $ $ $

(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.

(2) With respect to notes sold to certain fee based advisory accounts for which an affiliated or unaffiliated broker dealer is an investment adviser, the price to the public will not be lower than $976.50 per $1,000 principal amount note. J.P. Morgan Securities LLC, which we refer to as JPMS, and these broker dealers will forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

(3) With respect to notes sold to brokerage accounts, JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $23.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

If the notes priced today, the estimated valueof the notes would be approximately $958.80 per $1,000 principal amount note. The estimated value of the notes, when the terms of thenotes are set, will be provided in the pricing supplement and will not be less than $930.00 per $1,000 principal amount note. See “TheEstimated Value of the Notes” in this pricing supplement for additional information.

The notes are not bank deposits, are not insured bythe Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.

 

Pricing supplement to product supplement no. 4-I dated April 13,2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023, and theprospectus addendum dated June 3, 2024

 
 

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Indices: The Russell 2000® Index (Bloomberg ticker: RTY) and the EURO STOXX 50® Index (Bloomberg ticker: SX5E) (each an “Index” and collectively, the “Indices”)

Contingent Interest Payments:

If the notes have not been automatically called and the closing level of each Index on any Review Date is greater than or equal to its Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to at least $20.625 (equivalent to a Contingent Interest Rate of at least 8.25% per annum, payable at a rate of at least 2.0625% per quarter) (to be provided in the pricing supplement).

If the closing level of either Index on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.

Contingent Interest Rate: At least 8.25% per annum, payable at a rate of at least 2.0625% per quarter (to be provided in the pricing supplement)

Interest Barrier/Trigger Value: With respect to each Index, 70.00% of its Initial Value

Pricing Date: On or about October 25, 2024

Original Issue Date (Settlement Date): On or about October 30, 2024

Review Dates*: January 27, 2025, April 25, 2025, July 25, 2025, October 27, 2025, January 26, 2026, April 27, 2026, July 27, 2026, October 26, 2026, January 25, 2027, April 26, 2027, July 26, 2027, October 25, 2027, January 25, 2028, April 25, 2028, July 25, 2028 and October 25, 2028 (final Review Date)

Interest Payment Dates*: January 30, 2025, April 30, 2025, July 30, 2025, October 30, 2025, January 29, 2026, April 30, 2026, July 30, 2026, October 29, 2026, January 28, 2027, April 29, 2027, July 29, 2027, October 28, 2027, January 28, 2028, April 28, 2028, July 28, 2028 and the Maturity Date

Maturity Date*: October 30, 2028

Call Settlement Date*: If the notes are automatically called on any Review Date (other than the first, second, third and final Review Dates), the first Interest Payment Date immediately following that Review Date

* Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement or early acceleration in the event of a change-in-law event as described under “General Terms of Notes — Consequences of a Change-in-Law Event” in the accompanying product supplement and “Selected Risk Considerations — We May Accelerate Your Notes If a Change-in-Law Event Occurs” in this pricing supplement

 

Automatic Call:

If the closing level of each Index on any Review Date (other than the first, second, third and final Review Dates) is greater than or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.

Payment at Maturity:

If the notes have not been automatically called and the Final Value of each Index 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 the final Review Date.

If the notes have not been automatically called and the Final Value of either Index is less than its Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:

$1,000 + ($1,000 × Lesser Performing Index Return)

If the notes have not been automatically called and the Final Value of either Index is less than its Trigger Value, you will lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.

Lesser Performing Index: The Index with the Lesser Performing Index Return

Lesser Performing Index Return: The lower of the Index Returns of the Indices

Index Return: With respect to each Index,

(Final Value – Initial Value)
Initial Value

Initial Value: With respect to each Index, the closing level of that Index on the Pricing Date

Final Value: With respect to each Index, the closing level of that Index on the final Review Date

 

PS-1| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

 

Supplemental Termsof the Notes

Any value of any underlier, and any values derived therefrom, includedin this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of this pricing supplementand the corresponding terms of the notes. Notwithstanding anything to the contrary in the indenture governing the notes, that amendmentwill become effective without consent of the holders of the notes or any other party.

How the Notes Work

Payments in Connection with the First, Second and Third ReviewDates

Payments in Connection with Review Dates (Other than the First,Second, Third and Final Review Dates)

PS-2| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

 

Payment at Maturity If the Notes Have Not Been AutomaticallyCalled

Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent InterestPayments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent Interest Rate of 8.25% per annum,depending on how many Contingent Interest Payments are made prior to automatic call or maturity. The actual Contingent Interest Rate willbe provided in the pricing supplement and will be at least 8.25% per annum.

Number of Contingent
Interest Payments
Total Contingent Interest
Payments
16 $330.000
15 $309.375
14 $288.750
13 $268.125
12 $247.500
11 $226.875
10 $206.250
9 $185.625
8 $165.000
7 $144.375
6 $123.750
5 $103.125
4 $82.500
3 $61.875
2 $41.250
1 $20.625
0 $0.000

 

PS-3| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

Hypothetical PayoutExamples

The following examples illustrate payments on the notes linked totwo hypothetical Indices, assuming a range of performances for the hypothetical Lesser Performing Index on the Review Dates. Each hypotheticalpayment set forth below assumes that the closing level of the Index that is not the Lesser Performing Index on each Review Date is greaterthan or equal to its Initial Value (and therefore its Interest Barrier and Trigger Value).

In addition, the hypothetical payments set forth below assume thefollowing:

the notes were sold solely to brokerage accounts;
an Initial Value for the Lesser Performing Index of 100.00;
an Interest Barrier and a Trigger Value for the Lesser Performing Index of 70.00 (equal to 70.00% of its hypothetical Initial Value);and
a Contingent Interest Rate of 8.25% per annum (payable at a rate of 2.0625% per quarter).

The hypothetical Initial Value of the LesserPerforming Index of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value ofeither Index.

The actual Initial Value of each Indexwill be the closing level of that Index on the Pricing Date and will be provided inthe pricing supplement. For historical data regarding the actual closing levels of each Index,please see the historical information set forth under “The Indices” in this pricing supplement.

Each hypothetical payment set forth below is for illustrative purposesonly and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples have beenrounded for ease of analysis.

Example 1 — Notes are automatically called on the fourthReview Date.

Date Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date 105.00 $20.625
Second Review Date 110.00 $20.625
Third Review Date 110.00 $20.625
Fourth Review Date 105.00 $1,020.625
  Total Payment $1,082.50 (8.25% return)  

Because the closing level of each Index on the fourth Review Dateis greater than or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amountnote, of $1,020.625 (or $1,000 plus the Contingent Interest Payment applicable to the fourth Review Date), payable on the applicableCall Settlement Date. The notes are not automatically callable before the fourth Review Date, even though the closing level of each Indexon each of the first, second and third Review Dates is greater than its Initial Value. When added to the Contingent Interest Paymentsreceived with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,082.50. No furtherpayments will be made on the notes.

Example 2 — Notes have NOT been automatically calledand the Final Value of the Lesser Performing Index is greater than or equal to its Trigger Value.

Date Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date 95.00 $20.625
Second Review Date 85.00 $20.625
Third through Fifteenth Review Dates Less than Interest Barrier $0
Final Review Date 90.00 $1,020.625
  Total Payment $1,061.875 (6.1875% return)

Because the notes have not been automatically called and the FinalValue of the Lesser Performing Index is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000 principalamount note, will be $1,020.625 (or $1,000 plus the Contingent Interest Payment applicable to the final Review Date). When addedto the Contingent Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principalamount note, is $1,061.875.

PS-4| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

Example 3 — Notes have NOT been automatically calledand the Final Value of the Lesser Performing Index is less than its Trigger Value.

Date Closing Level of Lesser
Performing Index
Payment (per $1,000 principal amount note)
First Review Date 60.00 $0
Second Review Date 65.00 $0
Third through Fifteenth Review Dates Less than Interest Barrier $0
Final Review Date 60.00 $600.00
  Total Payment $600.00 (-40.00% return)

Because the notes have not been automatically called, the Final Valueof the Lesser Performing Index is less than its Trigger Value and the Lesser Performing Index Return is-40.00%, the payment at maturity will be $600.00 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 × (-40.00%)] = $600.00

The hypothetical returns and hypothetical payments on the notes shownabove apply only if you hold the notes for their entire term or until automatically called. These hypotheticals do not reflectthe fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypotheticalreturns and hypothetical payments shown above would likely be lower.

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explainedin more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplement and in AnnexA to the accompanying prospectus addendum.

YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either Indexis less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the LesserPerforming Index is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principalamount 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 the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date only if theclosing level of each Index on that Review Date is greater than or equal to its Interest Barrier. If the closing level of either Indexon that Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. Accordingly,if the closing level of either Index on each Review Date is less than its Interest Barrier, you will not receive any interest paymentsover the term of the notes.
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actualor potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the marketfor taking that credit risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were todefault on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your 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 administrationof our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co.,substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us toJPMorgan Chase & Co. or under other intercompany agreements. As a 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 have sufficient resources to meet our obligations in respectof the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make payments onthe notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rankpari passu with 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 TERMOF THE NOTES,
regardless of any appreciation of either Index, which may be significant. You will not participate in any appreciation of either Index.

PS-5| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’seconomic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activitiesof ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value ofthe notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying productsupplement.
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE RUSSELL 2000®INDEX —
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to largercompanies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment couldbe a factor that limits downward stock price pressure under adverse market conditions.
NON-U.S. SECURITIES RISK WITH RESPECT TO THE EURO STOXX 50® INDEX —
The non-U.S. equity securities included in the EURO STOXX 50® Index have been issued by non-U.S. companies. Investmentsin securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries and/or the securitiesmarkets in the home countries of the issuers of those non-U.S. equity securities. Also, with respect to equity securities that are notlisted in the U.S., there is generally less publicly available information about companies in some of these jurisdictions than there isabout U.S. companies that are subject to the reporting requirements of the SEC.
NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES WITH RESPECT TO THE EURO STOXX 50® INDEX —
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which theequity securities included in the EURO STOXX 50® Index are based, although any currency fluctuations could affect the performanceof the EURO STOXX 50® Index.
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX—
Payments on the notes are not linked to a basket composed of the Indices and are contingent upon the performance of each individual Index.Poor performance by either of the Indices over the term of the notes may result in the notes not being automatically called on a ReviewDate, may negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturityand will not be offset or mitigated by positive performance by the other Index.
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING INDEX.
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE—
If the Final Value of either Index is less than its Trigger Value and the notes have not been automatically called, the benefit providedby the Trigger Value will terminate and you will be fully exposed to any depreciation of theLesser Performing Index.
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year and you will not receiveany Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to reinvest theproceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk. Evenin cases where the notes are called before maturity, you are not entitled to any fees and commissions described on the front cover ofthis pricing supplement.
YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN EITHER INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES.
THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER IF THE LEVEL OF THAT INDEXIS VOLATILE.
WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS —
Upon the announcement or occurrence of legal or regulatory changes that the calculation agent determines are likely to interfere withyour or our ability to transact in or hold the notes or our ability to hedge or perform our obligations under the notes, we may, in oursole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith and in a commerciallyreasonable manner by the calculation agent. If the payment on your notes is accelerated, your investment may result in a loss and youmay not be able to reinvest your money in a comparable investment. Please see “General Terms of Notes — Consequences of aChange-in-Law Event” in the accompanying product supplement for more information.
LACK OF LIQUIDITY—
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likelyto depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not designedto be short-term trading instruments. Accordingly, you should be able 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 notes based on the minimums for the estimated value of the notes and the ContingentInterest Rate.

PS-6| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

THE TAX DISCLOSURE IS SUBJECT TO CONFIRMATION —
The information set forth under “Tax Treatment” in this pricing supplement remains subject to confirmation by our specialtax counsel following the pricing of the notes. If that information cannot be confirmed by our tax counsel, you may be asked to acceptrevisions to that information in connection with your purchase. Under these circumstances, if you decline to accept revisions to thatinformation, your purchase of the notes will be canceled.
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 value of the notes because costs associated with selling, structuring and hedging the notes are included inthe original issue price of the notes. These costs include the selling commissions, if any, the projected profits, if any, that our affiliatesexpect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligationsunder 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 ratefor vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any differencemay be 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 ongoing liability 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 tobe incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal fundingrate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of thenotes. 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 THETHEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connectionwith any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. See “SecondaryMarket Prices of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly,the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and whichmay be shown on your customer account statements).
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —
Any secondary market prices of the notes will likely be lower than the original 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, becausesecondary market prices may exclude selling commissions, if any, projected hedging profits, if any, and estimated hedging costs that areincluded in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes fromyou in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the MaturityDate could result in a substantial loss to you.
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may eitheroffset or magnify each other, aside from the selling commissions, if any, projected hedging profits, if any, estimated hedging costs andthe levels of the Indices. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes,which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of the notes,if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks Relating tothe Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economicand market factors” in the accompanying product supplement.

The Indices

The Russell 2000® Index consists of the middle 2,000companies included in the Russell 3000ETM Index and, as a result of the index calculation methodology, consists of the smallest2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is designed to track the performanceof the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000® Index,see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.

The EURO STOXX 50® Index consists of 50 componentstocks of market sector leaders from within the Eurozone. The EURO STOXX 50® Index and STOXX are the intellectual property(including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the “Licensors”), which areused under license. The notes based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted bySTOXX Limited and its Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. Foradditional information about the EURO STOXX 50® Index, see “Equity Index Descriptions — The STOXX BenchmarkIndices” in the accompanying underlying supplement.

PS-7| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

Historical Information

The following graphs set forth the historical performance of eachIndex based on the weekly historical closing levels from January 4, 2019 through October 11, 2024. The closing level of the Russell 2000®Index on October 11, 2024 was 2,234.410. The closing level of the EURO STOXX 50® Index on October 11, 2024 was 5,003.92.We obtained the closing levels above and below from the Bloomberg Professional® service (“Bloomberg”), withoutindependent verification.

The historical closing levels of each Index should not be taken asan indication of future performance, and no assurance can be given as to the closing level of either Index on the Pricing Date or anyReview Date. There can be no assurance that the performance of the Indices will result in the return of any of your principal amount orthe payment of any interest.

 

Historical Performance of the Russell 2000® Index

Source: Bloomberg

 

Historical Performance of the EURO STOXX 50® Index

Source: Bloomberg

 

PS-8| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

Tax Treatment

You should review carefully the section entitled “MaterialU.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our reporting responsibilitieswe intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent couponsand (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. Federal IncomeTax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated ContingentCoupons” in the accompanying product supplement. We expect to ask our special tax counsel to advise us that this is a reasonabletreatment, although there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character ofany income or loss on the notes could be materially affected. In addition, in 2007 Treasury and the IRS released a notice requesting commentson the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particularon whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments ona number of related topics, including the character of income or loss with respect to these instruments and the relevance of factors suchas the nature of the underlying property to which the instruments are linked. While the notice requests comments on appropriate transitionrules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materiallyaffect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above and in the accompanyingproduct supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possiblealternative treatments and the issues presented by the notice described above.

Non-U.S. Holders — Tax Considerations. The U.S. federalincome tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a position that ContingentInterest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), it is expected that withholdingagents will (and we, if we are the withholding agent, intend to) withhold on any Contingent Interest Payment paid to a Non-U.S. Holdergenerally at a rate of 30% or at a reduced rate specified by an applicable income tax treaty under an “other income” or similarprovision. We will not be required to pay any additional amounts with respect to amounts withheld. In order to claim an exemption from,or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the notes must comply with certification requirements to establish thatit is not a U.S. person and is eligible for such an exemption or reduction under an applicable tax treaty. If you are a Non-U.S. Holder,you should consult your tax adviser regarding the tax treatment of the notes, including the possibility of obtaining a refund of any withholdingtax 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 (unless an income tax treaty applies) on dividend equivalents paidor 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-basedindices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the scopeof Section 871(m) instruments issued prior to January 1, 2027 that do not have a delta of one with respect to underlying securities thatcould pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinationsmade by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders. Our determination is not bindingon the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particularcircumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary, further informationregarding the potential application of Section 871(m) will be provided in the pricing supplement for the notes. You should consult yourtax adviser regarding the potential application of Section 871(m) to the notes.

In the event of any withholding on the notes, we will not be requiredto pay any additional amounts with respect to amounts so withheld.

The Estimated Valueof the Notes

The estimated value of the notes set forth on the cover of this pricingsupplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the samematurity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying the economicterms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to buy your notesin any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated value of thenotes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co.or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of thenotes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs forthe conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain marketinputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding ratefor the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of thenotes and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations — The EstimatedValue of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.

PS-9| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

The value of the derivative or derivatives underlying the economicterms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as the tradedmarket prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can includevolatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly,the estimated value of the notes is determined when the terms of the notes are set based on market conditions and other relevant factorsand assumptions existing at that time.

The estimated value of the notes does not represent future valuesof the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations for the notesthat are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors in thefuture may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly basedon, 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 willing to buy notes from you in secondarymarket transactions.

The estimated value of the notes will be lower than the originalissue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue priceof the notes. These costs include the selling commissions, if any, paid to JPMS and other affiliated or unaffiliated dealers, the projectedprofits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and theestimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by marketforces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portionof the profits, if any, realized in hedging our obligations under the notes sold to brokerage accounts may be allowed to other affiliatedor unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations— The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricingsupplement.

Secondary Market Pricesof the Notes

For information about factors that will impact any secondary marketprices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes —Secondary market prices of the notes will be impacted by many 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 will be partially paid backto you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.These costs can include selling commissions, if any, projected hedging profits, if any, and, in some circumstances, estimated hedgingcosts and our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intendedto be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects the structureof the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedgingthe notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations — The Valueof the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current EstimatedValue of the Notes for a Limited Time Period” in this pricing supplement.

Supplemental Use ofProceeds

The notes are offered to meet investor demand for products that reflectthe risk-return profile and market exposure provided by the notes. See “How the Notes Work” and “Hypothetical PayoutExamples” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Indices” inthis pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated valueof the notes plus the selling commissions, if any, paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projectedprofits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus theestimated cost of hedging our obligations under the notes.

Supplemental Plan ofDistribution

With respect to notes sold to certain fee-based advisory accountsfor which an affiliated or unaffiliated broker-dealer is an investment adviser, the price to the public will not be lower than $976.50per $1,000 principal amount note. JPMS and these broker-dealers will forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

With respect to notes sold to brokerage accounts, JPMS, acting asagent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $23.50 per $1,000 principal amount note.  See “Plan of Distribution (Conflictsof Interest)” in the accompanying product supplement. 

 

PS-10| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

Additional Terms Specificto the Notes

You may revoke your offer to purchase the notes at any time priorto the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject anyoffer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and youwill be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we mayreject your offer to purchase.

You should read this pricing supplement together with the accompanyingprospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these notesare a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement andthe accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the notesand supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicativepricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educationalmaterials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sectionsof the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum,as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accountingand other advisers before you invest in the notes.

You may access these documents on the SECwebsite at 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:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm

Our Central Index Key, or CIK, on the SEC websiteis 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”and “our” refer to JPMorgan Financial.

PS-11| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Russell 2000® Index and the EURO STOXX 50® Index

 

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