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 September
12, 2024
Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023,
product supplement no. 4-I dated April 13, 2023,
underlying supplement no. 1-I dated April 13, 2023 and
prospectus addendum dated June 3, 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01
Dated September , 2024
Rule 424(b)(2)
|
| JPMorgan Chase Financial Company LLC |
|
Structured
Investments
|
$
Capped Dual Directional Buffered Equity Notes Linked
to the Russell 2000® Index due October 1, 2025
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co. |
General
| · | The notes are designed for investors who seek an unleveraged
return equal to any appreciation (up to the Maximum Upside Return of at least 10.00%), or an unleveraged return equal to the absolute
value of any depreciation (up to 16.46%), of the Russell 2000® Index at maturity. |
| · | Investors should be willing to forgo interest and dividend
payments and, if the Ending Index Level is less than the Initial Index Level by more than 16.46%, be willing to lose some or all of their
principal amount at maturity. |
| · | 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. |
| · | Minimum denominations of $10,000 and integral multiples of
$1,000 in excess thereof |
Key Terms
| Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
| Guarantor: |
JPMorgan Chase & Co. |
| Index: |
The Russell 2000® Index (Bloomberg ticker: RTY) |
| Payment at Maturity: |
If the Ending Index Level is greater than the Initial Index Level, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return, subject to the Maximum Upside Return. Accordingly, under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows: |
| |
$1,000 + ($1,000 × Index Return), subject to the Maximum Upside Return |
| |
If the Ending Index Level is equal to the Initial Index Level, you will
receive the principal amount of your notes at maturity.
If the Ending Index Level is less than the Initial Index Level by up
to 16.46%, you will receive at maturity a cash payment that provides you with a return per $1,000 principal amount note equal to the Absolute
Index Return, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Absolute Index Return)
Because the payment at maturity will not reflect the Absolute Index
Return if the Ending Index Level is less than the Initial Index Level by more than the Buffer Amount of 16.46%, your maximum payment at
maturity if the Index Return is negative is $1,164.60 per $1,000 principal amount note. |
| |
If the Ending Index Level is less than the Initial Index Level by more than 16.46%, you will lose 1.19703% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level by more than 16.46%. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows: |
| |
$1,000 + [$1,000 x (Index Return + 16.46%) x 1.19703] |
| |
You will lose some or all of your principal amount at maturity if the Ending Index Level is less than the Initial Index Level by more than 16.46%. |
| Maximum Upside Return: |
At least 10.00%*. For example, if the Index Return is equal to or greater
than 10.00%, you will receive the Maximum Upside Return of 10.00%, which entitles you to a maximum payment at maturity if the Index Return
is positive of $1,100.00 per $1,000 principal amount note that you hold.
*The actual Maximum Upside Return will be provided in the pricing supplement
and will not be less than 10.00%. |
| Buffer Amount: |
16.46% |
| Downside Leverage Factor: |
1.19703 |
| Index Return: |
(Ending Index Level – Initial
Index Level)
Initial Index Level |
| Absolute Index Return: |
The absolute value of the Index Return. For example, if the Index Return is -5%, the Absolute Index Return will equal 5%. |
| Initial Index Level: |
The closing level of the Index on the Pricing Date |
| Ending Index Level: |
The closing level of the Index on the Valuation Date |
| Pricing Date: |
On or about September 13, 2024 |
| Original Issue Date: |
On or about September 18, 2024 (Settlement Date) |
| Valuation Date*: |
September 26, 2025 |
| Maturity Date*: |
October 1, 2025 |
| CUSIP: |
48135T2R3 |
| * | 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)” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement |
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 |
$ |
$ |
| 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) | 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 other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $10.00 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement |
If the notes priced today, the estimated value of the notes would
be approximately $986.20 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 pricing supplement and will not be less than $970.00 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.
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):
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.
| | |
| JPMorgan Structured Investments — | PS- 1 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
What Is the Total Return on the
Notes at Maturity, Assuming a Range of Performances for the Index?
The following table and examples illustrate the hypothetical
total return and the hypothetical payment at maturity on the notes. The “total return” as used in this pricing supplement
is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000.
Each hypothetical total return or payment at maturity set forth below assumes a hypothetical Initial Index Level of 100.00 and a Maximum
Upside Return of 10.00% and reflects the Buffer Amount of 16.46% and the Downside Leverage Factor of 1.19703. The hypothetical Initial
Index Level of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Index Level. The actual
Maximum Upside Return will be provided in the pricing supplement and will not be less than 10.00%. Each hypothetical total return or payment
at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable
to a purchaser of the notes. The numbers appearing in the following table and in the examples below have been rounded for ease of analysis.
|
Ending Index
Level |
Index
Return |
Absolute
Index
Return |
Total Return |
| 180.00 |
80.00% |
N/A |
10.00000% |
| 170.00 |
70.00% |
N/A |
10.00000% |
| 160.00 |
60.00% |
N/A |
10.00000% |
| 150.00 |
50.00% |
N/A |
10.00000% |
| 140.00 |
40.00% |
N/A |
10.00000% |
| 130.00 |
30.00% |
N/A |
10.00000% |
| 120.00 |
20.00% |
N/A |
10.00000% |
| 110.00 |
10.00% |
N/A |
10.00000% |
| 105.00 |
5.00% |
N/A |
5.00000% |
| 102.50 |
2.50% |
N/A |
2.50000% |
| 100.00 |
0.00% |
N/A |
0.00000% |
| 97.50 |
-2.50% |
2.50% |
2.50000% |
| 95.00 |
-5.00% |
5.00% |
5.00000% |
| 90.00 |
-10.00% |
10.00% |
10.00000% |
| 85.00 |
-15.00% |
15.00% |
15.00000% |
| 83.54 |
-16.46% |
16.46% |
16.46000% |
| 83.55 |
-16.47% |
N/A |
-0.01197% |
| 80.00 |
-20.00% |
N/A |
-4.23749% |
| 70.00 |
-30.00% |
N/A |
-16.20779% |
| 60.00 |
-40.00% |
N/A |
-28.17809% |
| 50.00 |
-50.00% |
N/A |
-40.14839% |
| 40.00 |
-60.00% |
N/A |
-52.11869% |
| 30.00 |
-70.00% |
N/A |
-64.08899% |
| 20.00 |
-80.00% |
N/A |
-76.05929% |
| 10.00 |
-90.00% |
N/A |
-88.02959% |
| 0.00 |
-100.00% |
N/A |
-100.00000% |
| | |
| JPMorgan Structured Investments — | PS- 2 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
Hypothetical Examples of Amount
Payable at Maturity
The following examples illustrate how the total payment
at maturity in different hypothetical scenarios is calculated.
Example 1: The level of the Index increases from
the Initial Index Level of 100.00 to an Ending Index Level of 102.50.
Because the Ending Index Level of 102.50 is greater
than the Initial Index Level of 100.00 and the Index Return of 2.50% does not exceed the Maximum Upside Return of 10.00%, the investor
receives a payment at maturity of $1,025.00 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 × 2.50%)
= $1,025.00
Example 2: The level of the Index decreases from
the Initial Index Level of 100.00 to an Ending Index Level of 95.00.
Although the Index Return is negative, because the Ending
Index Level of 95.00 is less than the Initial Index Level of 100.00, which does not exceed the Buffer Amount of 16.46%, and the Absolute
Index Return is 5.00%, the investor receives a payment at maturity of $1,050.00 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 × 5.00%)
= $1,050.00
Example 3: The level of the Index increases from
the Initial Index Level of 100.00 to an Ending Index Level of 150.00.
Because the Ending Index Level of 150.00 is greater than
the Initial Index Level of 100.00 and the Index Return of 50.00% exceeds the Maximum Upside Return of 10.00%, the investor receives a
payment at maturity of $1,100.00 per $1,000 principal amount note, the maximum payment at maturity if the Index Return is positive.
Example 4: The level of the Index decreases from
the Initial Index Level of 100.00 to an Ending Index Level of 50.00.
Because the Ending Index Level of 50.00 is less than
the Initial Index Level of 100.00 by more than the Buffer Amount of 16.46% and the Index Return is -50.00%, the investor receives a payment
at maturity of $588.2355 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-50.00%
+ 16.46%) x 1.19703] = $598.516138
Example 5: The level of the Index decreases from
the Initial Index Level of 100.00 to an Ending Index Level of 83.54.
Although the Index Return is negative, because the Ending
Index Level of 83.54 is less than the Initial Index Level of 100.00 by up to the Buffer Amount of 16.46% and the Absolute Index Return
is 16.46%, the investor receives a payment at maturity of $1,164.60 per $1,000 principal amount note, the maximum payment at maturity
if the Index Return is negative, calculated as follows:
$1,000 + ($1,000 × 16.46%)
= $1,164.60
The hypothetical returns and hypothetical payments 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 and
hypothetical payments shown above would likely be lower.
| | |
| JPMorgan Structured Investments — | PS- 3 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
Selected Purchase Considerations
| · | CAPPED, UNLEVERAGED APPRECIATION POTENTIAL
IF THE INDEX RETURN IS POSITIVE — The notes provide the opportunity to earn a capped, unleveraged return equal to a positive
Index Return, up to the Maximum Upside Return of at least 10.00%. Accordingly, the maximum payment at maturity if the Index Return is
positive is $1,100.00 per $1,000 principal amount note. The actual Maximum Upside Return will be provided in the pricing supplement and
will not be less than 10.00%. Because the notes are our unsecured and unsubordinated obligations, the payment of which is fully and
unconditionally guaranteed by JPMorgan Chase & Co., payment of any amount on the notes is subject to our ability to pay
our obligations as they become due and JPMorgan Chase & Co.’s ability to pay its obligations as they become due. |
| · | POTENTIAL FOR UP TO A 16.46% RETURN ON THE
NOTES EVEN IF THE INDEX RETURN IS NEGATIVE — If the Ending Index Level is less than the Initial Index Level by up to the Buffer
Amount, you will earn a positive, unleveraged return on the notes equal to the Absolute Index Return. Under these circumstances, you will
earn a positive return on the notes even though the Ending Index Level is less than the Initial Index Level. For example, if the Index
Return is -5%, the Absolute Index Return will equal 5%. Because the payment at maturity will not reflect the Absolute Index Return if
the Ending Index Level is less than the Initial Index Level by more than the Buffer Amount of 16.46%, your maximum payment at maturity
if the Index Return is negative is $1,164.60 per $1,000 principal amount note. |
| · | LOSS OF PRINCIPAL BEYOND BUFFER AMOUNT — We will pay you at least
your principal back at maturity if the Ending Index Level is equal to the Initial Index Level or is less than the Initial Index Level
by up to 16.46%. If the Ending Index Level is less than the Initial Index Level by more than 16.46%, for every 1% that the Ending Index
Level is less than the Initial Index Level by more than 16.46%, you will lose an amount equal to 1.19703% of the principal amount of your
notes. Accordingly, you may lose some or all of your principal amount at maturity. |
| · | RETURN LINKED TO THE RUSSELL 2000® INDEX
— The Russell 2000® 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 Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity
market. For additional information about the Russell 2000® Index, see “Equity Index Descriptions — The
Russell Indices” in the accompanying underlying supplement. |
| · | 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, Latham
& Watkins 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 (such an index, a “Qualified
Index”). 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
| | |
| JPMorgan Structured Investments — | PS- 4 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
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.
Withholding under legislation commonly
referred to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to amounts treated as interest paid
with respect to the notes, as well as to payments of gross proceeds of a taxable disposition, including redemption at maturity, of a note,
although under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization),
no withholding will apply to payments of gross proceeds (other than any amount treated as interest). You should consult your tax adviser
regarding the potential application of FATCA to the notes.
Selected Risk Considerations
An investment in the notes involves significant risks.
Investing in the notes is not equivalent to investing directly in the Index or any of the component securities of the Index. 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. The return on the notes at maturity is linked to the performance
of the Index and will depend on whether, and the extent to which, the Index Return is positive or negative. Your investment will be exposed
to a loss on a leveraged basis if the Ending Index Level is less than the Initial Index Level by more than 16.46%. For every 1% that the
Ending Index Level is less than the Initial Index Level by more than 16.46%, you will lose an amount equal to 1.19703% of the principal
amount of your notes. Accordingly, you may lose some or all of your principal amount at maturity. |
| · | YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED
BY THE MAXIMUM UPSIDE RETURN AND THE BUFFER AMOUNT — If the Ending Index Level is greater than the Initial Index Level, for
each $1,000 principal amount note, you will receive at maturity $1,000 plus an additional return that will not exceed the Maximum
Upside Return of at least 10.00%, regardless of the appreciation of the Index, which may be significant. In addition, if the Ending Index
Level is less than the Initial Index Level by up to the Buffer Amount of 16.46%, you will receive at maturity $1,000 plus an additional
return equal to the Absolute Index Return, up to 16.46%. Because the payment at maturity will not reflect the Absolute Index Return if
the Ending Index Level is less than the Initial Index Level by more than the Buffer Amount of 16.46%, your maximum payment at maturity
if the Index Return is negative is $1,164.60 per $1,000 principal amount note. |
| · | 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. |
| · | NO INTEREST OR DIVIDEND PAYMENTS OR VOTING
RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not have voting rights or rights to
receive cash dividends or other distributions or other rights that holders of the securities included in the Index would have. |
| · | 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. |
| · | 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 FINAL TERMS AND VALUATION OF THE NOTES
WILL BE PROVIDED IN THE 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 pricing supplement. In particular, the estimated value of the notes and the Maximum
Upside Return will be provided in the pricing supplement and each may be as low as the applicable |
| | |
| JPMorgan Structured Investments — | PS- 5 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
minimum set forth on the cover of this pricing supplement.
Accordingly, you should consider your potential investment in the notes based on the minimums for the estimated value of the notes and
the Maximum Upside Return.
Risks Relating to Conflicts of Interest
| · | POTENTIAL CONFLICTS — 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 when the terms of the notes are set, which we refer to as the estimated value of the notes.
In performing these duties, our and JPMorgan Chase & Co.’s economic interests 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, 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. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest”
in the accompanying product supplement for additional information about these risks. |
Risks Relating to 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 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 “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 — 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 “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. 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
“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 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 |
| | |
| JPMorgan Structured Investments — | PS- 6 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
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 “— Lack of Liquidity”.
| · | 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 Index. |
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 Index
| · | AN INVESTMENT IN THE NOTES IS SUBJECT TO
RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE RUSSELL 2000® INDEX — Small
capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to 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. |
Historical Information
The following graph sets forth the historical performance of
the Index based on the weekly historical closing levels of the Index from January 4, 2019 through September 6, 2024. The closing level
of the Index on September 11, 2024 was 2,103.846.
We obtained the closing levels of the Index above
and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical
levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level
of the Index on the Pricing Date or the Valuation Date. There can be no assurance that the performance of the Index will result in the
return of any of your principal amount.
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
| | |
| JPMorgan Structured Investments — | PS- 7 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
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. See “Selected Risk Considerations
— 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” in 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 other affiliated or unaffiliated dealers, 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. We or one
or more of our affiliates will retain any profits realized in hedging our obligations under the notes. 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 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. 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 “What Is the Total Return on the Notes at Maturity,
Assuming a Range of Performances for the Index?” and “Hypothetical Examples of Amount Payable at Maturity” in this pricing
supplement for an illustration of the risk-return profile of the notes and “Selected Purchase Considerations — Return Linked
to the Russell 2000® Index” 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 the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, 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.
Supplemental Terms of the Notes
Any values of
the Index, 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.
| | |
| JPMorgan Structured Investments — | PS- 8 |
| Capped Dual Directional Buffered Equity Notes Linked to the Russell 2000® Index | |
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