June , 2024
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
Uncapped Dual Directional Buffered Return Enhanced
Notes Linked to the Least Performing of the
NASDAQ-100 Index®, the Russell 2000® Index and the
S&P 500® Index due June 24, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek an uncapped return of at least 1.0715 times any appreciation, or a capped,
unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 20.00%), of the least
performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index, which we refer to as the Indices, at
maturity.
●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% 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.
●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about June 18, 2024 and are expected to settle on or about June 24, 2024.
●CUSIP: 48135NFE1
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$
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$
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Total
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$
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$
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$
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(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 $7.00 per $1,000 principal amount
note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The NASDAQ-100 Index® (Bloomberg ticker: NDX),
the Russell 2000® Index (Bloomberg ticker: RTY) and the S&P
500® Index (Bloomberg ticker: SPX) (each an “Index” and
collectively, the “Indices”)
Upside Leverage Factor: At least 1.0715 (to be provided in
the pricing supplement)
Buffer Amount: 20.00%
Pricing Date: On or about June 18, 2024
Original Issue Date (Settlement Date): On or about June 24,
2024
Observation Date*: June 18, 2026
Maturity Date*: June 24, 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
Multiple Underlyings” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying
product supplement
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Payment at Maturity:
If the Final Value of each Index is greater than its Initial Value,
your payment at maturity per $1,000 principal amount note will
be calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return × Upside
Leverage Factor)
If (i) the Final Value of one or more Indices is greater than its
Initial Value and the Final Value of the other Index or Indices is
equal to its Initial Value or is less than its Initial Value by up to
the Buffer Amount or (ii) the Final Value of each Index is equal
to its Initial Value or is less than its Initial Value by up to the
Buffer Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Absolute Index Return of the Least
Performing Index)
This payout formula results in an effective cap of 20.00% on
your return at maturity if the Least Performing Index Return is
negative. Under these limited circumstances, your maximum
payment at maturity is $1,200.00 per $1,000 principal amount
note.
If the Final Value of any Index is less than its Initial Value by
more than the Buffer Amount, your payment at maturity per
$1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Least Performing Index Return + Buffer
Amount)]
If the Final Value of any Index is less than its Initial Value by
more than the Buffer Amount, you will lose some or most of
your principal amount at maturity.
Absolute Index Return: With respect to each Index, the
absolute value of its Index Return. For example, if the Index
Return of an Index is -5%, its Absolute Index Return will equal
5%.
Least Performing Index: The Index with the Least
Performing Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on the Pricing Date
Final Value: With respect to each Index, the closing level of
that Index on the Observation Date
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PS-1 | Structured Investments
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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Final Value of
the Least
Performing
Index
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Least
Performing
Index Return
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Absolute Index Return
of the Least Performing
Index
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Total Return on the
Notes
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Payment at Maturity
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180.00
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80.00%
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N/A
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85.7200%
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$1,857.200
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165.00
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65.00%
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N/A
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69.6475%
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$1,696.475
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150.00
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50.00%
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N/A
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53.5750%
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$1,535.750
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140.00
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40.00%
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N/A
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42.8600%
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$1,428.600
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130.00
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30.00%
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N/A
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32.1450%
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$1,321.450
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120.00
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20.00%
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N/A
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21.4300%
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$1,214.300
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110.00
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10.00%
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N/A
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10.7150%
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$1,107.150
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105.00
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5.00%
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N/A
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5.3575%
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$1,053.575
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101.00
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1.00%
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N/A
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1.0715%
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$1,010.715
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100.00
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0.00%
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0.00%
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0.0000%
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$1,000.000
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95.00
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-5.00%
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5.00%
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5.0000%
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$1,050.000
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90.00
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-10.00%
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10.00%
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10.0000%
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$1,100.000
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85.00
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-15.00%
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15.00%
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15.0000%
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$1,150.000
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80.00
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-20.00%
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20.00%
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20.0000%
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$1,200.000
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70.00
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-30.00%
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N/A
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-10.0000%
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$900.000
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60.00
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-40.00%
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N/A
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-20.0000%
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$800.000
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50.00
|
-50.00%
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N/A
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-30.0000%
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$700.000
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40.00
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-60.00%
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N/A
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-40.0000%
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$600.000
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30.00
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-70.00%
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N/A
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-50.0000%
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$500.000
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20.00
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-80.00%
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N/A
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-60.0000%
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$400.000
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10.00
|
-90.00%
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N/A
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-70.0000%
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$300.000
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0.00
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-100.00%
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N/A
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-80.0000%
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$200.000
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PS-2 | Structured Investments
|
|
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
|
PS-3 | Structured Investments
|
|
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
|
PS-4 | Structured Investments
|
|
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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PS-5 | Structured Investments
|
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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Historical Performance of the NASDAQ-100 Index®
Source: Bloomberg
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PS-6 | Structured Investments
|
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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Historical Performance of the Russell 2000® Index
Source: Bloomberg
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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PS-7 | Structured Investments
|
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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PS-8 | Structured Investments
|
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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PS-9 | Structured Investments
|
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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PS-10 | Structured Investments
|
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Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500®
Index
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