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 May 24, 2017

 

JPMorgan Chase Financial Company LLC May 2017

Pricing Supplement

Registration Statement Nos. 333-209682 and 333-209682-01

Dated May    , 2017

Filed pursuant to Rule 424(b)(2)

Structured Investments

Opportunities in International Equities 

PLUS Based on the Performance of the iShares ® Latin America 40 ETF due August 30, 2018

Performance Leveraged Upside Securities SM

Principal at Risk Securities  

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

The PLUS will pay no interest and do not guarantee any return of your principal at maturity.  At maturity, if the ETF Shares have increased in price, investors will receive the stated principal amount of their investment plus leveraged upside performance of the ETF Shares, subject to a maximum payment at maturity.  However, if the ETF Shares have decreased in price, at maturity investors will lose 1% for every 1% decline.  The PLUS are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature that applies to a limited range of positive performance of the ETF Shares. At maturity, an investor will receive an amount in cash that may be greater than, equal to, or less than the stated principal amount based upon the price of one ETF Share on the valuation date.  The PLUS 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., issued as part of JPMorgan Financial’s Medium-Term Notes, Series A, program.   Any payment on the PLUS is subject to the credit risk of JPMorgan Financial, as issuer of the PLUS, and the credit risk of JPMorgan Chase & Co., as guarantor of the PLUS.  The investor may lose some or all of the stated principal amount of the PLUS.

SUMMARY TERMS
Issuer: JPMorgan Chase Financial Company LLC
Guarantor: JPMorgan Chase & Co.
ETF Shares: Shares of the iShares ® Latin America 40 ETF
Aggregate principal amount: $
Payment at maturity: If the final share price is greater than the initial share price, for each $10 stated principal amount PLUS,
  $10 + leveraged upside payment
  In no event will the payment at maturity exceed the maximum payment at maturity.
  If the final share price is less than or equal to the initial share price, for each $10 stated principal amount PLUS,
  $10 × share performance factor
  This amount will be less than or equal to the stated principal amount of $10 per PLUS.
Leveraged upside payment: $10 × leverage factor × share percent increase
Share percent increase: (final share price – initial share price) / initial share price
Initial share price: The closing price of one ETF Share on the pricing date
Final share price: The closing price of one ETF Share on the valuation date
Share adjustment factor: The share adjustment factor is referenced in determining the closing price of one ETF Share and is set initially at 1.0 on the pricing date.  The share adjustment factor is subject to adjustment in the event of certain events affecting the ETF Shares.  See “The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying product supplement.
Leverage factor: 300%
Share performance factor: final share price / initial share price
Maximum payment at maturity: At least $12.215 (at least 122.15% of the stated principal amount) per PLUS.  The actual maximum payment at maturity will be provided in the pricing supplement and will not be less than $12.215 per PLUS.
Stated principal amount: $10 per PLUS
Issue price: $10 per PLUS (see “Commissions and issue price” below)
Pricing date: May   , 2017  (expected to price on or about May 26, 2017)
Original issue date (settlement date): June  , 2017  (3 business days after the pricing date)
Valuation date: August 27, 2018, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” in the accompanying product supplement
Maturity date: August 30, 2018, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
CUSIP / ISIN: 48129G802 / US48129G8024
Listing: The PLUS will not be listed on any securities exchange.
Agent: J.P. Morgan Securities LLC (“JPMS”)

Commissions and issue price: Price to public (1) Fees and commissions Proceeds to issuer
Per PLUS $10.00 $0.175 (2) $9.775
    $0.05 (3)  
Total $ $ $

(1) See “Additional Information about the PLUS — Supplemental use of proceeds and hedging” in this document for information about the components of the price to public of the PLUS.

(2) JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”).  In no event will these selling commissions exceed $0.175 per $10 stated principal amount PLUS.  See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each $10 stated principal amount PLUS

If the PLUS priced today and assuming a maximum payment at maturity equal to the minimum listed above, the estimated value of the PLUS would be approximately $9.578 per $10 stated principal amount PLUS.  The estimated value of the PLUS on the pricing date will be provided by JPMS in the pricing supplement and will not be less than $9.45 per $10 stated principal amount PLUS.  See “Additional Information about the PLUS — The estimated value of the PLUS” in this document for additional information.

Investing in the PLUS involves a number of risks.  See “Risk Factors” beginning on page PS-10 of the accompanying product supplement and “Risk Factors” beginning on page 5 of this document.

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

The PLUS 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.

You should read this document together with the related product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.  Please also see “Additional Information about the PLUS” at the end of this document.  

Product supplement no. MS-1-I dated June 3, 2016: http://www.sec.gov/Archives/edgar/data/19617/000095010316013935/crt_dp64833-424b2.pdf  

Prospectus supplement and prospectus, each dated April 15, 2016: http://www.sec.gov/Archives/edgar/data/19617/000095010316012636/crt_dp64952-424b2.pdf

 

 

JPMorgan Chase Financial Company LLC

PLUS Based on the Performance of the iShares ® Latin America 40 ETF due August 30, 2018

Performance Leveraged Upside Securities SM

Principal at Risk Securities