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.
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-270004 and 333-270004-01
Subject to Completion. Dated July 10,
2024.
Pricing Supplement to the
Prospectus and Prospectus Supplement, each dated April 13, 2023, the
Underlying Supplement No. 1-I dated April 13, 2023, the
Product Supplement No. 4-I dated April 13, 2023 and the
Prospectus Addendum dated June 3, 2024
JPMorgan Chase
Financial Company LLC
Medium-Term
Notes, Series A
$
Capped Enhanced Participation Equity Notes due 2026
(Linked to the S&P 500® Index)
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes will not bear interest. The amount that you will be paid
on your notes on the stated maturity date (April 15, 2026, subject to adjustment) is based on the performance of the S&P 500®
Index (which we refer to as the underlier) as measured from and including the trade date (on or about July 12, 2024) to and including
the determination date (April 13, 2026, subject to adjustment). If the final underlier level on the determination date is greater than
the initial underlier level (set on the trade date), the return on your notes will be positive, subject to the maximum settlement amount
(expected to be between $1,210.45 and $1,246.90 for each $1,000 principal amount note). If the final underlier level is less than the
initial underlier level, the return on your notes will be negative. You could lose your entire investment in the notes. Any payment
on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), as issuer of the
notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
To determine your payment at maturity, we will calculate the underlier return,
which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date,
for each $1,000 principal amount note, you will receive an amount in cash equal to:
| · | if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum
of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.50 times (c) the underlier return, subject to
the maximum settlement amount; or |
| · | if the underlier return is zero or negative (the final underlier level is equal to or less than the initial
underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return.
You will receive less than $1,000 if the final underlier level is less than the initial underlier level. |
Your investment in the notes involves certain risks, including, among
other things, our credit risk. See “Risk Factors” on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying
prospectus addendum, “Risk Factors” on page PS-11 of the accompanying product supplement and “Selected Risk Factors”
on page PS-12 of this pricing supplement.
The foregoing is only a brief summary of the terms of your notes. You should
read the additional disclosure provided herein so that you may better understand the terms and risks of your investment.
If the notes priced today and assuming a maximum settlement amount
equal to the middle of the range listed above, the estimated value of the notes would be approximately $976.20 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 final pricing supplement and will
not be less than $966.20 per $1,000 principal amount note. See “Summary Information — The Estimated Value of the Notes”
on page PS-7 of this pricing supplement for additional information about the estimated value of the notes and “Summary Information
— Secondary Market Prices of the Notes” on page PS-8 of this pricing supplement for information about secondary market prices
of the notes.
Original issue date (settlement date): on or about July 19, 2024
Original issue price: 100.00% of the principal amount
Underwriting commission/discount: up to 1.75% of the principal amount*
Net proceeds to the issuer: %
of the principal amount
See “Summary Information — Supplemental Use of Proceeds”
on page PS-8 of this pricing supplement for information about the components of the original issue price of the notes.
*J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent
for JPMorgan Financial, will pay all of the selling commissions it receives from us to an unaffiliated dealer. In no event will these
selling commissions exceed 1.75% of the principal amount. See “Plan of Distribution (Conflicts of Interest)” on page PS-86
of the accompanying product supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing
supplement, the accompanying product supplement, the accompanying underlying supplement, the accompanying prospectus supplement, the accompanying
prospectus or the accompanying prospectus addendum. Any representation to the contrary is a criminal offense.
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 dated July ,
2024
The original issue price, fees and commissions and net proceeds listed
above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue
prices and with fees and commission and net proceeds that differ from the amounts set forth above. The return (whether positive or negative)
on your investment in notes will depend in part on the price you pay for your notes.
We may use this pricing supplement in the initial sale of the notes.
In addition, JPMS or any other affiliate of ours may use this pricing supplement in a market-making transaction in a note after its initial
sale. Unless JPMS or its agents inform the purchaser otherwise in the confirmation of sale, this pricing supplement is being used
in a market-making transaction.
SUMMARY INFORMATION
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):
| ● | 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 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.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlier: the S&P 500® Index (Bloomberg
symbol, “SPX Index”), as published by S&P Dow Jones Indices LLC (“S&P”). The accompanying product supplement
refers to the underlier as the “Index.”
Principal amount: each note will have a principal amount of
$1,000; $ in the aggregate for all the offered notes; the aggregate principal
amount of the offered notes may be increased if the issuer, at its sole option, decides to sell an additional amount of the offered notes
on a date subsequent to the date of this pricing supplement
Purchase at amount other than principal amount: the amount
we will pay you at the stated maturity date for your notes will not be adjusted based on the price you pay for your notes, so if you acquire
notes at a premium (or discount) to the principal amount and hold them to the stated maturity date, it could
affect your investment in a number of ways. The return on your investment
in the notes will be lower (or higher) than it would have been had you purchased the notes at the principal amount. Also, the cap level
would be triggered at a lower (or higher) percentage return than indicated below, relative to your initial investment. See “Selected
Risk Factors — Risks Relating to the Notes Generally — If You Purchase Your Notes at a Premium to the Principal Amount, the
Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain Key Terms
of the Notes Will Be Negatively Affected” on page PS-13 of this pricing supplement.
Payment on the stated maturity date: for each $1,000 principal
amount note, we will pay you on the stated maturity date an amount in cash equal to:
| · | if the final underlier level is greater than or equal to the cap level, the maximum settlement amount; |
| · | if the final underlier level is greater than the initial underlier level but less than the cap level, the sum
of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the upside participation rate times (c) the underlier
return; or |
| · | if the final underlier level is equal to or less than the initial underlier level, the sum of (i) $1,000 plus
(ii) the product of (a) $1,000 times (b) the underlier return. You will receive less than $1,000 if the final underlier
level is less than the initial underlier level. |
Initial underlier level (to be set on the trade date and will
be the closing level of the underlier on the trade date): . The accompanying
product supplement refers to the initial underlier level as the “Initial Value.”
Final underlier level: the closing level of the underlier
on the determination date. In certain circumstances, the closing level of the underlier will be based on the alternative calculation of
the underlier 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)” on page PS-45 of the accompanying product
supplement or “The Underlyings — Indices — Discontinuation of an Index; Alteration of Method of Calculation” on
page PS-68 of the accompanying product supplement. The accompanying product supplement refers to the final underlier level as the “Final
Value.”
Underlier return: the quotient of (i) the final underlier
level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage
Upside participation rate: 1.50
Cap level (to be provided in the final pricing supplement):
expected to be between 114.03% and 116.46% of the initial underlier level
Maximum settlement amount (to be provided in the final pricing
supplement): expected to be between $1,210.45 and $1,246.90
Trade date: on or about July 12, 2024
Original issue date (settlement date): on or about July 19,
2024
Determination date: April 13, 2026, 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 a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” on
page PS-45 of the accompanying product supplement
Stated maturity date: April 15, 2026, subject to postponement
in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Payment Date”
on page PS-45 of the accompanying product supplement. The accompanying product supplement refers to the stated maturity date as the “maturity
date.”
No interest: The offered notes will not bear interest.
No listing: The offered notes will not be listed on any securities
exchange or interdealer quotation system.
No redemption: The offered notes will not be subject to redemption
right or price dependent redemption right.
Closing level: as described under “The Underlyings —
Indices — Level of an Index” on page PS-66 of the accompanying product supplement
Business day: as described under “General Terms of Notes
— Postponement of a Payment Date” on page PS-45 of the accompanying product supplement
Trading day: as described under “General Terms of Notes
— Postponement of a Determination Date — Additional Defined Terms” on page PS-48 of the accompanying product supplement
Use of proceeds and hedging: as described under “Use
of Proceeds and Hedging” on page PS-43 of the accompanying product supplement, as supplemented by “— Supplemental Use
of Proceeds” below
Tax treatment: You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding
the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special
tax counsel it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income
tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders
— Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming this
treatment is respected, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for
more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court may not respect
this treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely 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; the relevance of factors such as the nature of the underlying property to which the
instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime,
which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge.
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 and adversely affect the tax consequences of an investment in the notes, possibly
with retroactive effect. 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 this notice.
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.
ERISA: as described under “Benefit Plan Investor Considerations”
on page PS-88 of the accompanying product supplement
Supplemental plan of distribution: as described under “Plan
of Distribution (Conflicts of Interest)” on page PS-86 of the accompanying product supplement; we estimate that our share of the
total offering expenses, excluding underwriting discounts and commissions, will be approximately $ .
We expect to agree to sell to JPMS, and JPMS expects to agree to purchase from us, the aggregate principal amount of the notes specified
on the front cover of this pricing supplement. JPMS proposes initially to offer the notes to the public at the original issue price set
forth on the cover page of this pricing supplement, and to an unaffiliated dealer at that price and to pay that dealer a selling commission
not in excess of 1.75% of the principal amount.
Conflicts of interest: JPMS has a “conflict of interest”
within the meaning of FINRA Rule 5121 in any offering of the notes in which it participates because JPMorgan Chase & Co.
owns, directly or indirectly, all of the outstanding equity securities of JPMS, because JPMS and we are under common control by JPMorgan
Chase & Co. and because the net proceeds received from the sale of the notes will be used, in part, by JPMS or its affiliates
in connection with hedging our obligations under the notes. The offering of the notes will comply with the requirements of Rule 5121 of
Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding a FINRA member firm’s underwriting of securities of
an affiliate. In accordance with FINRA Rule 5121, neither JPMS nor any other affiliated agent of ours may make sales in the offering of
the notes to any of its discretionary accounts without the specific written approval of the customer.
Calculation agent: JPMS
CUSIP no.: 48135PFR7
ISIN no.: US48135PFR73
FDIC: the notes are not bank deposits and are not insured
by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Supplemental Terms of the Notes
For purposes of the notes offered by this pricing supplement, all
references to each of the following terms used in the accompanying product supplement will be deemed to refer to the corresponding term
used in this pricing supplement, as set forth in the table below:
| Product Supplement Term |
Pricing Supplement Term |
| Index |
underlier |
| Initial Value |
initial underlier level |
| Final Value |
final underlier level |
| pricing date |
trade date |
| maturity date |
stated maturity date |
| term sheet |
preliminary pricing supplement |
In addition, the following terms used in this pricing supplement
are not defined in the accompanying product supplement: underlier return, upside participation rate, maximum settlement amount and cap
level. Accordingly, please refer to “Key Terms” on page PS-3 of this pricing supplement for the definitions of these terms.
Any values of the underlier, 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.
The Estimated Value of the Notes
The estimated value of the notes when the terms of the notes are
set, which we refer to as 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 Factors — 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”
on page PS-15 of 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. See “Selected Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
— The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates”
on page PS-15 of this pricing supplement.
The estimated value of the notes will be lower than the original
issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price
of the notes. These costs include the selling commissions paid to JPMS and the unaffiliated dealer, 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. 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 realized in hedging our obligations under the notes, if any, may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. A fee will also be paid to iCapital Markets LLC, an
electronic platform in which an affiliate of Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the distribution
of the notes, holds an indirect minority equity interest , for services it is providing in connection with this offering. See “Selected
Risk Factors — 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 of the Notes” on page PS-14 of this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market
prices of the notes, see “Selected 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” on page PS-16 of this pricing
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 the period from
the trade date through October 14, 2024. 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 Factors — 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” on page PS-15 of 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 “Hypothetical Examples” on page PS-9 of this pricing
supplement for an illustration of the risk-return profile of the notes and “The Underlier” on page PS-17 of 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 the selling commissions paid to JPMS and the unaffiliated dealer, 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.
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of illustration
only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact
that the various hypothetical underlier levels on the determination date could have on the payment at maturity assuming all other variables
remain constant.
The examples below are based on a range of final underlier levels
that are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the term of your notes, and
no one can predict what the final underlier level will be on the determination date. The underlier has been highly volatile in the past
— meaning that the underlier level has changed considerably in relatively short periods — and its performance cannot be predicted
for any future period.
The information in the following examples reflects hypothetical rates
of return on the offered notes assuming that they are purchased on the original issue date at the principal amount and held to the stated
maturity date. If you sell your notes in a secondary market prior to the stated maturity date, your return will depend upon the market
value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below, such
as interest rates, the volatility of the underlier and our and JPMorgan Chase & Co.’s creditworthiness. In addition,
the estimated value of the notes will be less than the original issue price. For more information on the estimated value of the notes,
see “Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement. The information
in the table also reflects the key terms and assumptions in the box below.
| Key Terms and Assumptions |
| Principal amount |
$1,000 |
| Upside participation rate |
1.50 |
| Cap level |
114.03% of the initial underlier level |
| Maximum settlement amount |
$1,210.45 |
|
Neither a market disruption event nor a non-trading day occurs on
the originally scheduled determination date
During the term of the notes, the underlier is not discontinued,
the method of calculating the underlier does not change in any material respect and the underlier is not modified so that its level does
not, in the opinion of the calculation agent, fairly represent the level of the underlier had those modifications not been made
Notes purchased on original issue date at the principal amount and
held to the stated maturity date |
Moreover, we have not yet set the initial underlier level that will
serve as the baseline for determining the underlier return and the amount that we will pay on your notes, if any, at maturity. We will
not do so until the trade date. As a result, the actual initial underlier level may differ substantially from the underlier level prior
to the trade date.
For these reasons, the actual performance of the underlier over the
term of your notes, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below
or to the historical underlier levels shown elsewhere in this pricing supplement. For information about the historical levels of the underlier
during recent periods, see “The Underlier — Historical Closing Levels of the Underlier” below. Before investing in the
offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing
supplement and the date of your purchase of the offered notes.
Also, the hypothetical examples shown below do not take into account
the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax
rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the
hypothetical payments at maturity, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial
underlier level), and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent).
Thus, a hypothetical payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of
the outstanding principal amount of the offered notes on the stated maturity date would equal 100.000% of the principal amount of a note,
based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the assumptions
noted above.
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level) |
Hypothetical Payment at Maturity
(as Percentage of Principal Amount) |
| 150.000% |
121.045% |
| 140.000% |
121.045% |
| 130.000% |
121.045% |
| 120.000% |
121.045% |
| 114.030% |
121.045% |
| 110.000% |
115.000% |
| 105.000% |
107.500% |
| 102.500% |
103.750% |
| 100.000% |
100.000% |
| 75.000% |
75.000% |
| 50.000% |
50.000% |
| 25.000% |
25.000% |
| 0.000% |
0.000% |
If, for example, the final underlier level were determined to be
25.000% of the initial underlier level, the payment that we would deliver on your notes at maturity would be 25.000% of the principal
amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the principal
amount and held them to the stated maturity date, you would lose 75.000% of your investment (if you purchased your notes at a premium
to principal amount you would lose a correspondingly higher percentage of your investment). In addition, if the final underlier level
were determined to be 150.000% of the initial underlier level, the payment that we would deliver on your notes at maturity would be capped
at the maximum settlement amount (expressed as a percentage of the principal amount), or 121.045% of each $1,000 principal amount note,
as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit from any increase
in the final underlier level over 114.030% of the initial underlier level.
The following chart also shows a graphical illustration of the hypothetical
payments at maturity (expressed as a percentage of the principal amount of your notes) that we would pay on your notes on the stated maturity
date, if the final underlier level (expressed as a percentage of the initial underlier level) were any of the hypothetical levels shown
on the horizontal axis. The chart shows that any hypothetical final underlier level (expressed as a percentage of the initial underlier
level) of less than 100.000% (the section left of the 100.000% marker on the horizontal axis) would result in a hypothetical payment at
maturity of less than 100.000% of the principal amount of your notes (the section below the 100.000% marker on the vertical axis) and,
accordingly, in a loss of principal to the holder of the notes. The chart also shows that any hypothetical final underlier level (expressed
as a percentage of the initial underlier level) of greater than or equal to 114.030% (the section right of the 114.030% marker on the
horizontal axis) would result in a capped return on your investment.
The payments at maturity shown above are entirely hypothetical; they
are based on closing levels for the underlier that may not be achieved on the determination date and on assumptions that may prove to
be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish
to sell your notes, may bear little relation to the hypothetical payments at maturity shown above, and these amounts should not be viewed
as an indication of the financial return on an investment in the offered notes. The hypothetical payments at maturity on notes held to
the stated maturity date in the examples above assume you purchased your notes at their principal amount and have not been adjusted to
reflect the actual price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected
by the amount you pay for your notes. If you purchase your notes for a price other than the principal amount, the return on your investment
will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read “Selected
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” on page PS-16 of this pricing supplement.
The hypothetical returns on the notes shown above apply only if
you hold the notes for their entire term. These hypotheticals do not reflect fees or expenses that would be associated with any sale
in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower.
We cannot predict the actual final underlier
level or what the market value of your notes will be on any particular day, nor can we predict the relationship between the underlier
level and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive, if any,
at maturity and the rate of return on the offered notes will depend on the actual initial underlier level, cap level and maximum settlement
amount we will provide in the final pricing supplement and the actual final underlier level determined by the calculation agent as described
above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of
cash to be paid in respect of your notes, if any, on the stated maturity date may be very different from the information reflected in
the table and chart above.
Selected Risk Factors
An investment in your notes is subject
to the risks described below, as well as the risks described under the “Risk Factors” sections of the accompanying prospectus
supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum. Your notes are a riskier investment
than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks underlying
the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.
Risks Relating to the Notes Generally
You May Lose Some or All of Your Investment
in the Notes
The notes do not guarantee any return of principal. The return on
the notes at maturity is linked to the performance of the underlier and will depend on whether, and the extent to which, the underlier
return is positive or negative. Your investment will be exposed to loss if the final underlier level is less than the initial underlier
level. For every 1% that the final underlier level is less than the initial underlier level, you will lose an amount equal to 1% of the
principal amount of your notes. Accordingly, you could lose some or all of your initial investment at maturity. Also, the market price
of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently,
if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.
Your Maximum Gain on the Notes Is Limited
to the Maximum Settlement Amount
If the final underlier level is greater than the initial underlier
level, for each $1,000 principal amount note, you will receive at maturity a payment that will not exceed the maximum settlement amount,
regardless of the appreciation in the underlier, which may be significant. Accordingly, the amount payable on your notes may be significantly
less than it would have been had you invested directly in the underlier. The maximum settlement amount will be provided in the final pricing
supplement and is expected to be between $1,210.45 and $1,246.90.
The Notes Are Subject to the Credit Risks
of JPMorgan Financial and JPMorgan Chase & Co.
The notes are subject to our and JPMorgan Chase & Co.’s
credit risks, and our and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market
value of the notes. 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.
No Interest or Dividend Payments or Voting
Rights
As a holder of the notes, you will not receive interest payments.
As a result, even if the amount payable for your notes on the stated maturity date exceeds the principal amount of your notes, the overall
return you earn on your notes may be less than you would have earned by investing in a non-index-linked debt security of comparable maturity
that bears interest at a prevailing market rate. In addition, as a holder of the notes, you will not have voting rights or rights to receive
cash dividends or other distributions or other rights that holders of the underlier stocks would have.
We May Sell an Additional Aggregate Principal
Amount of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate
principal amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may
differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
If You Purchase Your Notes at a Premium to
the Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact
of Certain Key Terms of the Notes Will Be Negatively Affected
The amount you will be paid for your notes on the stated maturity
date will not be adjusted based on the price you pay for the notes. If you purchase notes at a price that differs from the principal amount
of the notes, then the return on your investment in the notes held to the stated maturity date will differ from, and may be substantially
less than, the return on notes purchased at the principal amount. If you purchase your notes at a premium to the principal amount and
hold them to the stated maturity date the return on your investment in the notes will be lower than it would have been had you purchased
the notes at the principal amount or a discount to the principal amount. In addition, the impact of the cap level on the return on your
investment will depend upon the price you pay for your notes relative to the principal amount. For example, if you purchase your notes
at a premium to the principal amount, the cap level will permit only a lower percentage increase in your investment in the notes than
would have been the case for notes purchased at the principal amount or a discount to the principal amount.
Lack of Liquidity
The notes will not be listed on any securities exchange. JPMS intends
to offer to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the
notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy
the notes.
The Final Terms and Valuation of the Notes
Will Be Provided in the Final Pricing Supplement
The final terms of the notes will be based on relevant market conditions
when the terms of the notes are set and will be provided in the final pricing supplement. In particular, each of the estimated value of
the notes, the cap level and the maximum settlement amount will be provided in the final pricing supplement and each may be as low as
the applicable minimum set forth on the cover of this pricing supplement or under “Summary Information — Key Terms,”
as applicable. Accordingly, you should consider your potential investment in the notes based on the minimums for the estimated value of
the notes, the cap level and the maximum settlement amount.
The Tax Consequences of an Investment in the
Notes Are Uncertain
There is no direct legal authority as to the proper U.S. federal
income tax characterization of the notes, and we do not intend to request a ruling from the IRS. The IRS might not accept, and a court
might not uphold, the treatment of the notes described in “Key Terms — Tax treatment” in this pricing supplement and
in “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement. If the IRS were successful in asserting
an alternative treatment for the notes, the timing and character of any income or loss on the notes could differ materially and adversely
from our description herein. 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; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree,
if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose a notional interest charge. 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 and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should review
carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement and
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 this notice.
Risks Relating to Conflicts of Interest
Potential Conflicts of Interest
We and our affiliates play a variety of roles in connection with
the issuance of the notes, including acting as calculation agent and as an agent of the offering of the notes, hedging our obligations
under the notes and making the assumptions used to determine the pricing of the notes and the estimated value of the notes. Also, the
distributor from which you purchase the notes may conduct hedging activities for us in connection with the notes. In performing these
duties, our and JPMorgan Chase & Co.’s economic interests, the economic interests of any distributor performing such
duties and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an
investor in the notes. In addition, our and JPMorgan Chase & Co.’s business activities, and the business activities
of any distributor from which you purchase the notes, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s
economic interests to be adverse to yours and could adversely affect any payment on the notes and the value of 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. If the distributor from which you purchase notes is to conduct hedging activities
for us in connection with the notes, that distributor may profit in connection with such hedging activities and such profit, if any, will
be in addition to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential
to earn fees in connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition
to the compensation they would receive for the sale of the notes. Please refer to “Risk Factors — Risks Relating to Conflicts
of Interest” on page PS-17 of the accompanying product supplement for additional information about these risks.
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 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 selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling
commissions, 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 “Summary Information — The Estimated
Value of the Notes” on page PS-7 of this pricing supplement.
The Estimated Value of the Notes Does Not
Represent Future Values of the Notes and May Differ from Others’ Estimates
The estimated value of the notes is determined by reference to internal
pricing models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market conditions
and
other relevant factors existing at that time and assumptions about
market parameters, which can include volatility, dividend rates, interest rates and other factors. 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. See “Summary Information — The Estimated Value of the Notes”
on page PS-7 of 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 “Summary Information — The Estimated
Value of the Notes” on page PS-7 of 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. These costs can include selling commissions, projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt issuances.
See “Summary Information — Secondary Market Prices of the Notes” on page PS-8 of 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 selling commissions, 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 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. See the immediately following risk
consideration for information about additional factors that will impact any secondary market prices of the 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. See “— Risks Relating to the Notes Generally —
Lack of Liquidity” on page PS-13 of this pricing supplement.
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 selling commissions,
projected hedging profits, if any, estimated hedging costs and the level of the underlier, including:
| · | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| · | customary bid-ask spreads for similarly sized trades; |
| · | our internal secondary market funding rates for structured debt issuances; |
| · | the actual and expected volatility of the underlier; |
| · | the time to maturity of the notes; |
| · | the dividend rates on the underlier stocks; |
| · | interest and yield rates in the market generally; and |
| · | a variety of other economic, financial, political, regulatory and judicial events. |
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.
Risks Relating to the Underlier
JPMorgan Chase & Co. Is Currently
One of the Companies that Make Up the Underlier
JPMorgan Chase & Co. is currently one of the companies
that make up the underlier. JPMorgan Chase & Co. will not have any obligation to consider your interests as a holder of
the notes in taking any corporate action that might affect the value of the underlier and the notes.
THE Underlier
The S&P 500® Index consists of stocks of 500 companies
selected to provide a performance benchmark for the U.S. equity markets. For additional information about the S&P 500®
Index, see the information set forth under “Equity Index Descriptions — The S&P U.S. Indices” on page US-69 of the
accompanying underlying supplement.
In addition, information about the S&P 500® Index
may be obtained from other sources, including, but not limited to, the underlier sponsor’s website (including information regarding
the underlier’s sector weightings). We are not incorporating by reference into this pricing supplement the website or any material
it includes. Neither we nor any agent or dealer for this offering makes any representation that this publicly available information regarding
the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and
may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier
during any period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during
the term of your notes.
You should not take the historical levels of the underlier as
an indication of the future performance of the underlier. We cannot give you any assurance that the future performance of the underlier
or the underlier stocks will result in a return of any of your initial investment on the stated maturity date. In light of the increased
volatility currently being experienced by the securities markets, and recent market declines, it may be substantially more likely that
you could lose all or a substantial portion of your investment in the notes.
Neither we nor any of our affiliates make any representation to you
as to the performance of the underlier. The actual performance of the underlier over the term of the offered notes, as well as the amount
payable at maturity, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the underlier on each
day from January 2, 2019 through July 8, 2024. The closing level of the underlier on July 8, 2024 was 5,572.85. We obtained the closing
levels shown above and in the graph below from the Bloomberg Professional® service (“Bloomberg”), without independent
verification.
JP Morgan Chase (NYSE:JPM-M)
Historical Stock Chart
From Oct 2024 to Nov 2024
JP Morgan Chase (NYSE:JPM-M)
Historical Stock Chart
From Nov 2023 to Nov 2024
