The information in this preliminary pricing
supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to
buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated August 5,
2024
August , 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg)
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund due August 9, 2029
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 closing
value of each of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund, which we refer to as the Underlyings, is greater than or equal to 75.00% of its Initial Value, which
we refer to as an Interest Barrier. |
| · | If the closing value of each Underlying 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, any previously unpaid Contingent Interest Payments for
prior Review Dates. |
| · | The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first and final
Review Dates) is greater than or equal to its Initial Value. |
| · | The earliest date on which an automatic call may be initiated is February 5, 2025. |
| · | Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest Payment
may 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 Contingent
Interest 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 subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. |
| · | Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the performance
of each of the Underlyings individually, as described below. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes are expected to price on or about August 5, 2024 and are expected to settle on or about August 8, 2024. |
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 of
this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor
any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement
or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation
to the contrary is a criminal offense.
|
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Issuer |
Per note |
$1,000 |
— |
$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) All sales of the notes will be made to certain fee-based
advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser. These broker-dealers will forgo any
commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
If the notes priced today, the estimated value of the notes would be approximately
$970.60 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the
pricing supplement and will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes”
in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the 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 the prospectus 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.
Underlyings:
The Russell 2000® Index (Bloomberg ticker: RTY) (the “Index”) and the SPDR®
S&P® Bank ETF (Bloomberg ticker: KBE) and the Financial Select Sector SPDR® Fund (Bloomberg ticker:
XLF) (each of the SPDR® S&P® Bank ETF and the Financial Select Sector SPDR® Fund, a “Fund”
and collectively, the “Funds”) (each of the Index and the Funds, an “Underlying” and collectively, the “Underlyings”)
Contingent
Interest Payments: If the notes have not been automatically called and the closing value of each Underlying 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 $26.875 (equivalent to a Contingent Interest Rate of at least 10.75% per annum, payable
at a rate of at least 2.6875% per quarter) (to be provided in the pricing supplement), plus any previously unpaid Contingent Interest
Payments for any prior Review Dates.
If the Contingent Interest Payment is not paid on any Interest Payment
Date, that unpaid Contingent Interest Payment will be paid on a later Interest Payment Date if the closing value of each Underlying 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 the closing value of any Underlying on each subsequent Review Date is less than its Interest Barrier.
Contingent
Interest Rate: At least 10.75% per annum, payable at a rate of at least 2.6875% per quarter
(to be provided in the pricing supplement)
Interest Barrier: With respect
to each Underlying, 75.00% of its Initial Value
Trigger Value:
With respect to each Underlying, 70.00% of its Initial Value
Pricing
Date: On or about August 5, 2024
Original
Issue Date (Settlement Date): On or about August 8, 2024
Review
Dates*: November 5, 2024, February 5, 2025, May 5, 2025, August 5, 2025, November 5, 2025, February 5, 2026, May 5, 2026, August
5, 2026, November 5, 2026, February 5, 2027, May 5, 2027, August 5, 2027, November 5, 2027, February 7, 2028, May 5, 2028, August 7, 2028,
November 6, 2028, February 5, 2029, May 7, 2029 and August 6, 2029 (final Review Date)
Interest
Payment Dates*: November 8, 2024, February 10, 2025, May 8, 2025, August 8, 2025, November 10, 2025, February 10, 2026, May
8, 2026, August 10, 2026, November 10, 2026, February 10, 2027, May 10, 2027, August 10, 2027, November 10, 2027, February 10, 2028, May
10, 2028, August 10, 2028, November 9, 2028, February 8, 2029, May 10, 2029 and the Maturity Date
Maturity
Date*: August 9, 2029
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 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 |
Automatic Call:
If the closing value of each Underlying on any Review Date (other than
the first 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
plus (c) any previously unpaid Contingent Interest Payments for any prior Review Dates, 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 Underlying 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, if any, applicable to the final Review Date plus
(c) if the Contingent Interest Payment applicable to the final Review Date is payable, any previously unpaid Contingent Interest Payments
for any prior Review Dates.
If the notes have not been automatically called and the Final Value of
any Underlying 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 × Least Performing Underlying
Return)
If the notes have not been automatically called and the Final Value
of any Underlying 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.
Least Performing Underlying: The
Underlying with the Least Performing Underlying Return
Least Performing Underlying Return: The
lowest of the Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial
Value: With respect to each Underlying, the closing
value of that Underlying on the Pricing Date
Final
Value: With respect to each Underlying, the closing value of that Underlying on the final Review
Date
Share
Adjustment Factor: With respect to each Fund, the Share Adjustment Factor is referenced in determining the closing value of
that Fund and is set equal to 1.0 on the Pricing Date. The Share Adjustment Factor of each Fund is subject to adjustment upon the occurrence
of certain events affecting that Fund. See “The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying
product supplement for further information.
|
PS-1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
Supplemental Terms of the Notes
Any values of the Underlyings, and any values derived
therefrom, included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of this
pricing supplement and the corresponding terms of the notes. Notwithstanding anything to the contrary in the indenture governing the notes,
that amendment will become effective without consent of the holders of the notes or any other party.
How the Notes Work
Payment in Connection with the
First Review Date
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_002.jpg)
Payments in Connection with Review Dates
(Other than the First and Final Review Dates)
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_003.jpg)
PS-2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
Payment at Maturity If the Notes
Have Not Been Automatically Called
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_004.jpg)
Total Contingent Interest Payments
The table below illustrates the hypothetical total
Contingent Interest Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent Interest Rate
of 10.75% per annum, depending on how many Contingent Interest Payments are made prior to automatic call or maturity. The actual Contingent
Interest Rate will be provided in the pricing supplement and will be at least 10.75% per annum (payable at a rate of at least 2.6875%
per quarter).
Number of Contingent
Interest Payments |
Total Contingent
Interest Payments |
20 |
$537.500 |
19 |
$510.625 |
18 |
$483.750 |
17 |
$456.875 |
16 |
$430.000 |
15 |
$403.125 |
14 |
$376.250 |
13 |
$349.375 |
12 |
$322.500 |
11 |
$295.625 |
10 |
$268.750 |
9 |
$241.875 |
8 |
$215.000 |
7 |
$188.125 |
6 |
$161.250 |
5 |
$134.375 |
4 |
$107.500 |
3 |
$80.625 |
2 |
$53.750 |
1 |
$26.875 |
0 |
$0.000 |
PS-3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
Hypothetical Payout Examples
The following examples illustrate payments on the notes
linked to three hypothetical Underlyings, assuming a range of performances for the hypothetical Least Performing Underlying on the Review
Dates. Each hypothetical payment set forth below assumes that the closing value of each Underlying that is not the Least Performing
Underlying 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 payments set forth below
assume the following:
| · | an Initial Value for the Least Performing Underlying of 100.00; |
| · | an Interest Barrier for the Least Performing Underlying of 75.00 (equal to 75.00% of its hypothetical Initial Value); |
| · | a Trigger Value for the Least Performing Underlying of 70.00 (equal to 70.00% of its hypothetical Initial Value); and |
| · | a Contingent Interest Rate of 10.75% per annum. |
The hypothetical Initial Value of the Least Performing
Underlying of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value of any Underlying.
The actual Initial Value of each Underlying will be the closing value of that Underlying on the Pricing Date and will be provided in the
pricing supplement. For historical data regarding the actual closing values of each Underlying, please see the historical information
set forth under “The Underlyings” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative
purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples
have been rounded for ease of analysis.
Example 1 — Notes are automatically called
on the second Review Date.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
105.00 |
$26.875 |
Second Review Date |
110.00 |
$1,026.875 |
|
Total Payment |
$1,053.75 (5.375% return) |
Because the closing value of each Underlying on the
second Review Date 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, of $1,026.875 (or $1,000 plus the Contingent Interest Payment applicable to the second Review Date),
payable on the applicable Call Settlement Date. The notes are not automatically callable before the second Review Date, even though the
closing value of each Underlying on the first Review Date is greater than its Initial Value. When added to the Contingent Interest Payment
received with respect to the prior Review Date, the total amount paid, for each $1,000 principal amount note, is $1,053.75. No further
payments will be made on the notes.
Example 2 — Notes have NOT been automatically
called and the Final Value of the Least Performing Underlying is greater than or equal to its Trigger Value and its Interest Barrier.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
95.00 |
$26.875 |
Second Review Date |
85.00 |
$26.875 |
Third through Nineteenth Review Dates |
Less than Interest Barrier |
$0 |
Final Review Date |
90.00 |
$1,483.75 |
|
Total Payment |
$1,537.50 (53.75% return) |
Because the notes have not been automatically called
and the Final Value of the Least Performing Underlying is greater than or equal to its Trigger Value and its Interest Barrier, the payment
at maturity, for each $1,000 principal amount note, will be $1,483.75 (or $1,000 plus the Contingent Interest Payment applicable
to the final Review Date plus the unpaid Contingent Interest Payments for any prior Review Dates). When added to the Contingent
Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,537.50.
PS-4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
Example 3 — Notes have NOT been automatically
called and the Final Value of the Least Performing Underlying is less than its Interest Barrier but is greater than or equal to its Trigger
Value.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
95.00 |
$26.875 |
Second Review Date |
80.00 |
$26.875 |
Third through Nineteenth Review Dates |
Less than Interest Barrier |
$0 |
Final Review Date |
70.00 |
$1,000.00 |
|
Total Payment |
$1,053.75 (5.375% return) |
Because the notes have not been automatically called
and the Final Value of the Least Performing Underlying is less than its Interest Barrier but is greater than or equal to its Trigger Value,
the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When added to the Contingent Interest Payments received
with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,053.75.
Example
4 — Notes have NOT been automatically called and the Final Value of the Least Performing Underlying is less than its Trigger Value.
Date |
Closing Value of Least
Performing Underlying |
Payment (per $1,000 principal amount note) |
First Review Date |
40.00 |
$0 |
Second Review Date |
45.00 |
$0 |
Third through Nineteenth 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 automatically called,
the Final Value of the Least Performing Underlying is less than its Trigger Value and the Least Performing Underlying 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 returns and hypothetical payments
on the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals
do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included,
the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the notes involves significant risks.
These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product
supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
| · | 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 any Underlying is 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 Least Performing Underlying is less than its Initial Value.
Accordingly, under these circumstances, you will lose more than 30.00% 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 the notes have not been automatically called,
we will make a Contingent Interest Payment with respect to a Review Date (and we will pay you any previously unpaid Contingent Interest
Payments for any prior Review Dates) only if the closing value of each Underlying on that Review Date is greater than or equal to its
Interest Barrier. If the closing value of any Underlying 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 the closing value
of any Underlying on each subsequent Review Date is less
PS-5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
than its Interest Barrier. Accordingly, if the
closing value of any Underlying on each Review Date is less than its Interest Barrier, you will not receive any interest payments over
the term of the notes.
| · | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. — |
Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s
creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of
the notes. If we and JPMorgan Chase & Co. were to default 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 administration of 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 to JPMorgan 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 bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources
to meet our obligations in respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are
unable to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee
will rank pari 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 TERM
OF THE NOTES, |
regardless of any appreciation of any Underlying,
which may be significant. You will not participate in any appreciation of any Underlying.
| · | YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING — |
Payments on the notes are not linked to a basket
composed of the Underlyings and are contingent upon the performance of each individual Underlying. Poor performance by any of the Underlyings
over the term of the notes may result in the notes not being automatically called on a Review Date, may negatively affect whether you
will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity and will not be offset or mitigated
by positive performance by any other Underlying.
| · | YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING UNDERLYING. |
| · | THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE — |
If the Final Value of any Underlying is less
than its Trigger Value and the notes have not been automatically called, the benefit provided by the Trigger Value will terminate and
you will be fully exposed to any depreciation of the Least Performing Underlying.
| · | 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 six months and you will not receive any Contingent Interest Payments after
the applicable Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes
at a comparable return and/or with a comparable interest rate for a similar level of 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 EITHER FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT
TO EITHER FUND OR THOSE SECURITIES. |
| · | THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER IF THE VALUE OF THAT
UNDERLYING IS VOLATILE. |
The notes will not be listed on any securities
exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which J.P.
Morgan Securities LLC, which we refer to as JPMS, is willing to buy the notes.
PS-6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
You may not be able to sell your notes. The notes are not designed
to 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 Contingent Interest Rate.
Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles
in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially
adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in
connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
| · | THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — |
The estimated value of the notes is only an
estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated value of the notes
because costs associated with structuring and hedging the notes are included in the original issue price of the notes. These costs include
the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes” in this pricing
supplement.
| · | THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
|
See “The Estimated Value of the Notes”
in this pricing supplement.
| · | THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE — |
The internal funding rate used in the determination
of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
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 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 instruments of JPMorgan Chase & Co. This internal funding rate is based
on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement
funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the
terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
| · | THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE
THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — |
We generally expect that some of the costs included
in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in
an amount that will decline to zero over an initial predetermined period. See “Secondary Market 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 which may 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, because secondary market prices may exclude projected
hedging profits, if any, and estimated hedging costs that are included 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 from you in secondary market transactions, if at all, is likely to be lower than
the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
PS-7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
| · | 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 either offset or magnify each other, aside from the
projected hedging profits, if any, estimated hedging costs and the values of the Underlyings. 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 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.
Risks Relating to
the Underlyings
| · | AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE INDEX — |
Small capitalization companies may be less able to withstand
adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are less likely
to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under
adverse market conditions.
| · | THERE ARE RISKS ASSOCIATED WITH THE FUNDS — |
The Funds are subject to management risk, which is the risk
that the investment strategies of 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 the market prices of the shares of the Funds
and, consequently, the value of the notes.
| · | 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 AS WELL AS THE NET ASSET VALUE PER SHARE — |
Each Fund does not fully replicate its Underlying Index (as
defined under “The Underlyings” below) and may hold securities different from those included in its Underlying Index. In addition,
the performance of each Fund will reflect additional transaction costs and fees that are not included in the calculation of its Underlying
Index. All of these factors may lead to a lack of correlation between the performance of each Fund and its Underlying Index. In addition,
corporate actions with respect to the equity securities underlying a Fund (such as mergers and spin-offs) may impact the variance between
the performances of that Fund and its Underlying Index. Finally, because the shares of each Fund are traded on a securities exchange and
are subject to market supply and investor demand, the market value of one share of each Fund may differ from the net asset value per share
of that Fund.
During periods of market volatility, securities underlying each
Fund may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share
of that Fund and the liquidity of that Fund may be adversely affected. This kind of market volatility may also disrupt the ability of
market participants to create and redeem shares of a Fund. Further, market volatility may 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 vary substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the performance
of each Fund may not correlate with the performance of its Underlying Index as well as the net asset value per share of that Fund, which
could materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
| · | RISKS ASSOCIATED WITH THE BANKING INDUSTRY WITH RESPECT TO THE SPDR® S&P® BANK ETF — |
All or substantially all of the equity securities held by the
SPDR® S&P® Bank ETF are issued by companies whose primary line of business is directly associated with
the banking industry. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single
economic, political or regulatory occurrence affecting this industry than a different investment linked to securities of a more broadly
diversified group of issuers. The performance of bank stocks may be affected by extensive governmental regulation, which may limit both
the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge and the amount
of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly
when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively impact banking companies.
Banks may also be subject to severe price competition. Competition among banking companies is high and failure to maintain or increase
market share may result in lost market share. These factors could affect the banking industry and could affect the value of the equity
securities held by the SPDR® S&P® Bank ETF and the price of the SPDR® S&P®
Bank ETF during the term of the notes, which may adversely affect the value of your notes.
PS-8
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
| · | RISKS ASSOCIATED WITH THE FINANCIAL SECTOR WITH RESPECT TO THE FINANCIAL SELECT SECTOR SPDR® FUND — |
All or substantially all of the equity securities held by the
Financial Select Sector SPDR® Fund are issued by companies whose primary line of business is directly associated with the
financial sector. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single
economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly
diversified group of issuers. Financial services companies are subject to extensive government regulation, which may limit
both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope
of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent
on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition.
In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and
international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain
events in the financial sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and
cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic
decline in value when these companies experience substantial declines in the valuations of their assets, take action to raise capital
(such as the issuance of debt or equity securities) or cease operations. Credit losses resulting from financial difficulties of borrowers
and financial losses associated with investment activities can negatively impact the financial sector. Insurance companies may be
subject to severe price competition. Adverse economic, business or political developments could adversely affect financial institutions
engaged in mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate. These
factors could affect the financial sector and could affect the value of the equity securities held by the Financial Select Sector SPDR®
Fund and the price of the Financial Select Sector SPDR® Fund during the term of the notes, which may adversely 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 Fund for certain events affecting the shares of that Fund. However, the calculation agent will not make an adjustment
in response to all events that could affect the shares of the Funds. If an event occurs that does not require the calculation agent to
make an adjustment, the value of the notes may be materially and adversely affected.
PS-9
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
The Underlyings
The Index consists of the middle 2,000 companies included
in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists of the smallest 2,000 companies included
in the Russell 3000® Index. The Index is designed to track the performance of the small capitalization segment of the U.S.
equity market. For additional information about the Index, see “Equity Index Descriptions — The Russell Indices” in
the accompanying underlying supplement.
The SPDR® S&P® Bank
ETF is an exchange-traded fund of the SPDR® Series Trust, a registered investment company, that seeks to provide investment
results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the performance of
publicly traded national money centers and leading regional banks, which we refer to as the Underlying Index with respect to the Fund.
The Underlying Index with respect to the SPDR® S&P® Bank ETF is currently the S&P®
Banks Select IndustryTM Index. The S&P® Banks Select IndustryTM Index is a modified equal-weighted
index that is designed to measure the performance of the following GICS® sub-industries of the S&P Total Market Index:
asset management & custody banks (must also meet the North American Industry Classification of depository credit intermediation);
diversified banks; regional banks; other diversified financial services; and thrifts & mortgage finance. For additional information
about the SPDR® S&P® Bank ETF, see “Fund Descriptions — The SPDR® S&P®
Industry ETFs” in the accompanying underlying supplement.
The Financial Select Sector SPDR® Fund
is an exchange-traded fund of the Select Sector SPDR® Trust, a registered investment company, that seeks to provide investment
results that, before expenses, correspond generally to the price and yield performance of publicly traded equity securities of companies
in the Financial Select Sector Index, which we refer to as the Underlying Index with respect to the Financial Select Sector SPDR®
Fund. The Financial Select Sector Index is a capped modified market capitalization-based index that measures the performance of
the GICS® financial sector of the S&P 500® Index, which currently includes companies in the following
industries: financial services; insurance; banks; capital markets; mortgage real estate investment trusts (“REITs”); and consumer
finance. For additional information about the Financial Select Sector SPDR® Fund, see “Fund Descriptions —
The Select Sector SPDR® Funds” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance
of each Underlying based on the weekly historical closing values from January 4, 2019 through July 26, 2024. The closing value of the
Index on August 1, 2024 was 2,186.162. The closing value of the SPDR® S&P® Bank ETF on August 1, 2024
was $51.70. The closing value of the Financial Select Sector SPDR® Fund on August 1, 2024 was $43.12. We obtained the closing
values above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The closing values of the Funds above and below may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing values of each Underlying
should not be taken as an indication of future performance, and no assurance can be given as to the closing value of any Underlying on
the Pricing Date or any Review Date. There can be no assurance that the performance of the Underlyings will result in the return of any
of your principal amount or the payment of any interest.
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_005.jpg)
PS-10
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_006.jpg)
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_007.jpg)
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 determining our reporting
responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent
coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. Federal
Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated Contingent
Coupons” in the accompanying product supplement. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel,
we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a court may adopt, in which
case the timing and character of any income or loss on the notes could be materially affected. In addition, in 2007 Treasury and the IRS
released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including the character 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 the notice 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 tax consequences of an investment in the notes, possibly with retroactive effect. The discussions
above and in the accompanying product 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 possible alternative treatments and the issues presented by the notice described above.
PS-11
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
Non-U.S. Holders — Tax Considerations.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a
position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable 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 generally at a rate of 30% or at a reduced rate specified by an applicable income tax treaty under an “other
income” or similar provision. 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 that it 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 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 (unless an income tax treaty applies) on
dividend equivalents paid 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 from the scope of Section 871(m) instruments issued prior 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 tax purposes (each an “Underlying Security”).
Based on certain determinations made 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 binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security.
If necessary, further information regarding the potential application of Section 871(m) will be provided in the pricing supplement for
the notes. You should consult your tax 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 required to pay any 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 is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component
with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated
value of the notes 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 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 instruments of JPMorgan Chase & Co. This internal funding rate is based on certain
market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding
rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms
of the notes and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by
Reference to an Internal Funding Rate” in this pricing supplement.
The value of the derivative or derivatives underlying
the economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as
the traded market prices of comparable derivative instruments and on various other 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, the estimated value of the notes is determined when the terms of the notes are set based on market conditions and other relevant
factors and assumptions existing at that time.
The estimated value of the notes does not represent
future values of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations
for the notes that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors
in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly
based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market
transactions.
The estimated value of the notes will be lower than
the original issue price of the notes because costs associated with structuring and hedging the notes are included in the original issue
price of the notes. These costs include the projected profits, if any, that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes and the estimated cost of hedging our
PS-12
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
obligations under the notes. Because hedging our obligations entails
risk and may be influenced by market forces 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 portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other
affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected
Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value
of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any
secondary market prices 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 back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial
predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and
our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intended to 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 structure of the
notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the notes
and 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 Underlyings”
in this 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 value of the notes plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Additional
Terms Specific to the Notes
You may revoke your offer to purchase the notes at
any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of,
or reject any offer 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 you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which
case we may reject your offer to purchase.
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which
these notes are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement
and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other
educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus
addendum, as the notes involve risks not 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 documents on the SEC website at
www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
PS-13
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and
“our” refer to JPMorgan Financial.
PS-14
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the SPDR® S&P® Bank ETF and the Financial Select
Sector SPDR® Fund |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024065111/image_001.jpg) |
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