none

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 July 15, 2024


July , 2024	Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

JPMorgan Chase Financial Company LLC

Structured Investments

Capped Notes Linked to the S&P 500® Futures Excess Return

Index due January 23, 2026

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

●The notes are designed for investors who seek exposure to any appreciation of the S&P 500® Futures Excess Return Index

over the term of the notes up to a maximum return of at least 18.35% at maturity.

●Investors should be willing to forgo interest payments, while seeking full repayment of principal 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 $1,000 and integral multiples thereof

●The notes are expected to price on or about July 18, 2024 and are expected to settle on or about July 23, 2024.

●CUSIP: 48135PNA5

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-12 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 $7.25 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 $985.40 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 $960.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement for

additional information.

The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and

are not obligations of, or guaranteed by, a bank.

Pricing supplement to product supplement no. 3-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and

prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024

Key Terms


Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor: JPMorgan Chase & Co. Index: The S&P 500® Futures Excess Return Index (Bloomberg ticker: SPXFP) Participation Rate: 100.00% Maximum Amount: At least $183.50 per $1,000 principal amount note (to be provided in the pricing supplement) Pricing Date: On or about July 18, 2024 Original Issue Date (Settlement Date): On or about July 23, 2024 Observation Date: January 20, 2026 Maturity Date: January 23, 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)” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement		Payment at Maturity: At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero and will not be greater than the Maximum Amount. You are entitled to repayment of principal in full at maturity, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. Additional Amount: The Additional Amount payable at maturity per $1,000 principal amount note will equal: $1,000 × Index Return × Participation Rate, provided that the Additional Amount will not be less than zero or greater than the Maximum Amount. Index Return: (Final Value – Initial Value) Initial Value Initial Value: The closing level of the Index on the Pricing Date Final Value: The closing level of the Index on the Observation Date


PS-1 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

Supplemental Terms of the Notes

The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, as amended

(the “Commodity Exchange Act”). The notes are offered pursuant to an exemption from regulation under the Commodity Exchange

Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the

value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not afforded any protection

provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission.

For purposes of the accompanying product supplement, the Index will be deemed to be an Equity Index, except as provided below, and

any references in the accompanying product supplement to the securities included in an Equity Index (or similar references) should be

read to refer to the securities included in the S&P 500® Index, which is the reference index for the futures contracts included in the Index.

Notwithstanding the foregoing, the Index will be deemed to be a Commodity Index for purposes of the section entitled “The Underlyings

— Indices — Discontinuation of an Index; Alteration of Method of Calculation” in the accompanying product supplement.

Notwithstanding anything to the contrary in the accompanying product supplement, if a Determination Date (as defined in the

accompanying product supplement) has been postponed to the applicable Final Disrupted Determination Date (as defined in the

accompanying product supplement) and that day is a Disrupted Day (as defined in the accompanying product supplement), the

calculation agent will determine the closing level of the Index for that Determination Date on that Final Disrupted Determination Date in

accordance with the formula for and method of calculating the closing level of the Index last in effect prior to the commencement of the

market disruption event (or prior to the non-trading day), using the official settlement price (or, if trading in the relevant futures contract

has been materially suspended or materially limited, the calculation agent’s good faith estimate of the applicable settlement price that

would have prevailed but for that suspension or limitation) at the close of the principal trading session on that date of each futures

contract most recently composing the Index, as well as any futures contract required to roll any expiring futures contract in accordance

with the method of calculating the Index.

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.


PS-2 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

Hypothetical Payout Profile

The following table and graph illustrate the hypothetical payment at maturity on the notes linked to a hypothetical Index. The hypothetical

payments set forth below assume the following:

●an Initial Value of 100.00;

●a Participation Rate of 100.00%; and

●a Maximum Amount of $183.50 per $1,000 principal amount note.

The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value.

The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the pricing supplement. For

historical data regarding the actual closing levels of the Index, please see the historical information set forth under “The Index” in this

pricing supplement.

Each hypothetical total return or hypothetical 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 graph

have been rounded for ease of analysis.


Final Value	Index Return	Additional Amount	Payment at Maturity
200.00	100.00%	$183.50	$1,183.50
190.00	90.00%	$183.50	$1,183.50
180.00	80.00%	$183.50	$1,183.50
170.00	70.00%	$183.50	$1,183.50
160.00	60.00%	$183.50	$1,183.50
150.00	50.00%	$183.50	$1,183.50
140.00	40.00%	$183.50	$1,183.50
130.00	30.00%	$183.50	$1,183.50
120.00	20.00%	$183.50	$1,183.50
118.35	18.35%	$183.50	$1,183.50
110.00	10.00%	$100.00	$1,100.00
105.00	5.00%	$50.00	$1,050.00
101.00	1.00%	$10.00	$1,010.00
100.00	0.00%	N/A	$1,000.00
95.00	-5.00%	N/A	$1,000.00
90.00	-10.00%	N/A	$1,000.00
80.00	-20.00%	N/A	$1,000.00
70.00	-30.00%	N/A	$1,000.00
60.00	-40.00%	N/A	$1,000.00
50.00	-50.00%	N/A	$1,000.00
40.00	-60.00%	N/A	$1,000.00
30.00	-70.00%	N/A	$1,000.00
20.00	-80.00%	N/A	$1,000.00
10.00	-90.00%	N/A	$1,000.00
0.00	-100.00%	N/A	$1,000.00


PS-3 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Index Returns detailed in the table

above (-50% to 100%). There can be no assurance that the performance of the Index will result in a payment at maturity in excess of

$1,000.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.


	Note Payoff at Maturity	············	Index Performance


Index Return

How the Notes Work

Upside Scenario:

If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus the Additional

Amount, which is equal to $1,000 times the Index Return times the Participation Rate of 100.00% and which will not be greater than the

Maximum Amount of at least $183.50 per $1,000 principal amount note. Assuming a hypothetical Maximum Amount of $183.50 per

$1,000 principal amount note, an investor will realize the maximum payment at maturity at a Final Value of 118.35% or more of the Initial

Value.

●If the closing level of the Index increases 5.00%, investors will receive at maturity a 5.00% return, or $1,050.00 per $1,000 principal

amount note.

●Assuming a hypothetical Maximum Amount of $183.50 per $1,000 principal amount note, if the closing level of the Index increases

50.00%, investors will receive at maturity a return equal to 18.35%, or $1,183.50 per $1,000 principal amount note, which is the

maximum payment at maturity.

Par Scenario:

If the Final Value is equal to the Initial Value or is less than the Initial Value, the Additional Amount will be zero and investors will receive

at maturity the principal amount of their notes.

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 the fees or expenses that would be associated with any sale in the secondary market. If these fees

and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.


PS-4 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the

accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.

Risks Relating to the Notes Generally

●THE NOTES MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY —

If the Final Value is less than or equal to the Initial Value, you will receive only the principal amount of your notes at maturity, and

you will not be compensated for any loss in value due to inflation and other factors relating to the value of money over time.

●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM AMOUNT,

regardless of any appreciation of the Index, which may be significant.

●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —

Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential

change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk,

is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you

may not receive any amounts owed to you under the notes and you could lose your entire investment.

●AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —

As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of

our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co.,

substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to

JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan

Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a

bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in

respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make

payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee

will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more information, see

the accompanying prospectus addendum.

●THE NOTES DO NOT PAY INTEREST.

●YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE E-MINI® S&P 500® FUTURES CONTRACTS (THE

“UNDERLYING FUTURES CONTRACTS”) OR THE SECURITIES INCLUDED IN THE INDEX UNDERLYING THE UNDERLYING

FUTURES CONTRACTS.

●LACK OF LIQUIDITY —

The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely

to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not

designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.

●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —

You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the

Maximum Amount.

Risks Relating to Conflicts of Interest

●POTENTIAL CONFLICTS —

We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &

Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading

activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value

of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product

supplement.

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes

●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE

NOTES —

The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes

will exceed the estimated value of the notes because costs associated with 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 —

See “The Estimated Value of the Notes” in this pricing supplement.


PS-5 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —

The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding

rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may

be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,

operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income

instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may

prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an

internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary

market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT

STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME

PERIOD —

We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in

connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.

See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.

Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by

JPMS (and which may be shown on your customer account statements).

●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE

NOTES —

Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things,

secondary market prices take into account our internal secondary market funding rates for structured debt issuances and, also,

because secondary market prices may exclude 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 the notes

from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the

Maturity Date could result in a substantial loss to you.

●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

●JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX, THE INDEX

UNDERLYING THE UNDERLYING FUTURES CONTRACTS OF THE INDEX,

but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect the

level of the Index.

●THE INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH THE UNDERLYING FUTURES CONTRACTS —

The Index tracks the excess return of the Underlying Futures Contracts. The price of an Underlying Futures Contract depends not

only on the level of the underlying index referenced by the Underlying Futures Contract, but also on a range of other factors,

including but not limited to the performance and volatility of the U.S. stock market, corporate earnings reports, geopolitical events,

governmental and regulatory policies and the policies of the Chicago Mercantile Exchange (the “Exchange”) on which the

Underlying Futures Contracts trade. In addition, the futures markets are subject to temporary distortions or other disruptions due to

various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and

intervention. These factors and others can cause the prices of the Underlying Futures Contracts to be volatile and could adversely

affect the level of the Index and any payments on, and the value of, your notes.

●SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY

AFFECT THE VALUE OF YOUR NOTES —

Futures markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, the

participation of speculators, and government regulation and intervention. In addition, futures exchanges generally have regulations

that limit the amount of the Underlying Futures Contract price fluctuations that may occur in a single day. These limits are generally

referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of those

limits is referred to as a “limit price.” Once the limit price has been reached in a particular contract, no trades may be made at a price

beyond the limit, or trading may be limited for a set period of time. Limit prices have the effect of precluding trading in a particular

contract or forcing the liquidation of contracts at potentially disadvantageous times or prices. These circumstances could delay the

calculation of the level of the Index and could adversely affect the level of the Index and any payments on, and the value of, your

notes.

●THE PERFORMANCE OF THE INDEX WILL DIFFER FROM THE PERFORMANCE OF THE INDEX UNDERLYING THE

UNDERLYING FUTURES CONTRACTS —

A variety of factors can lead to a disparity between the performance of a futures contract on an equity index and the performance of

that equity index, including the expected dividend yields of the equity securities included in that equity index, an implicit financing

cost associated with futures contracts and policies of the exchange on which the futures contracts are traded, such as margin

requirements. Thus, a decline in expected dividends yields or an increase in margin requirements may adversely affect the

performance of the Index. In addition, the implicit financing cost will negatively affect the performance of the Index, with a greater

negative effect when market interest rates are higher. During periods of high market interest rates, the Index is likely to

underperform the equity index underlying the Underlying Futures Contracts, perhaps significantly.


PS-6 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

●NEGATIVE ROLL RETURNS ASSOCIATED WITH THE UNDERLYING FUTURES CONTRACTS MAY ADVERSELY AFFECT THE

LEVEL OF THE INDEX AND THE VALUE OF THE NOTES —

The Index tracks the excess return of the Underlying Futures Contracts. Unlike common equity securities, futures contracts, by their

terms, have stated expirations. As the exchange-traded Underlying Futures Contracts approach expiration, they are replaced by

contracts of the same series that have a later expiration. For example, an Underlying Futures Contract notionally purchased and

held in June may specify a September expiration date. As time passes, the contract expiring in September is replaced by a contract

for delivery in December. This is accomplished by notionally selling the September contract and notionally purchasing the December

contract. This process is referred to as “rolling.” Excluding other considerations, if prices are higher in the distant delivery months

than in the nearer delivery months, the notional purchase of the December contract would take place at a price that is higher than

the price of the September contract, thereby creating a negative “roll return.” Negative roll returns adversely affect the returns of the

Underlying Futures Contracts and, therefore, the level of the Index and any payments on, and the value of, the notes. Because of

the potential effects of negative roll returns, it is possible for the level of the Index to decrease significantly over time, even when the

levels of the underlying index referenced by the Underlying Futures Contracts are stable or increasing.

●OTHER KEY RISK:

oTHE INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES. THERE IS NO ACTUAL PORTFOLIO OF ASSETS TO

WHICH ANY PERSON IS ENTITLED OR IN WHICH ANY PERSON HAS ANY OWNERSHIP INTEREST.


PS-7 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

The Index

The Index measures the performance of the nearest maturing quarterly Underlying Futures Contracts trading on the Chicago Mercantile

Exchange (the “Exchange”). The Underlying Futures Contracts are U.S. dollar-denominated futures contracts based on the S&P 500®

Index. 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 Index and the Underlying Futures Contracts, see Annex A in this pricing supplement.

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 July 12, 2024. The closing level of the Index on July 12, 2024 was 485.24. We obtained the closing levels

above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.

The historical closing 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 Observation Date. There can be no assurance that the performance of the

Index will result in a payment at maturity in excess of your principal amount, subject to the credit risks of JPMorgan Financial and

JPMorgan Chase & Co.

Historical Performance of the S&P 500® Futures Excess Return Index

Source: Bloomberg

Tax Treatment

There is uncertainty regarding the U.S. federal income tax consequences of an investment in the notes due to the lack of governing

authority. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences,” and in particular the

subsection thereof entitled “Tax Consequences to U.S. Holders — Notes with a Term of More than One Year — Notes Treated as

Contingent Payment Debt Instruments” in the accompanying product supplement no. 3-I. Based on current market conditions, we intend

to treat the notes for U.S. federal income tax purposes as “contingent payment debt instruments.” Assuming this treatment is respected,

as discussed in that subsection, unlike a traditional debt instrument that provides for periodic payments of interest at a single fixed rate,

with respect to which a cash-method investor generally recognizes income only upon receipt of stated interest, you generally will be

required to accrue original issue discount (“OID”) on your notes in each taxable year at the “comparable yield,” as determined by us,

although we will not make any payment with respect to the notes until maturity. Upon sale or exchange (including at maturity), you will

recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted

basis in the note, which generally will equal the cost thereof, increased by the amount of OID you have accrued in respect of the note.

You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and

the balance as capital loss. The deductibility of capital losses is subject to limitations. Special rules may apply if the amount payable at

maturity is treated as becoming fixed prior to maturity. You should consult your tax adviser concerning the application of these rules. The

discussions herein and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax

accounting rules under Section 451(b) of the Code. Purchasers who are not initial purchasers of notes at their issue price should consult

their tax advisers with respect to the tax consequences of an investment in notes, including the treatment of the difference, if any,

between the basis in their notes and the notes’ adjusted issue price.

Because our intended treatment of the notes as CPDIs is based on current market conditions, we may determine an alternative

treatment is more appropriate based on circumstances at the time of pricing. Our ultimate determination will be binding on you, unless


PS-8 \| Structured Investments
Capped Notes Linked to the S&P 500® Futures Excess Return Index

you properly disclose to the IRS an alternative treatment. Also, the IRS may challenge the treatment of the notes as CPDIs. If we

determine not to treat the notes as CPDIs, or if the IRS successfully challenges the treatment of the notes as CPDIs, then the notes will

be treated as debt instruments that are not CPDIs and, unless treated as issued with less than a specified de minimis amount of original

issue discount, could (depending on the facts at the time of pricing) require the accrual of original issue discount as ordinary interest

income based on a yield to maturity different from (and possibly higher than) the comparable yield. Accordingly, under this treatment,

your annual taxable income from (and adjusted tax basis in) the notes could be higher or lower than if the notes were treated as CPDIs,

and any loss recognized upon a disposition of the notes (including upon maturity) would be capital loss, the deductibility of which is

subject to limitations. Accordingly, this alternative treatment could result in adverse tax consequences to you.

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.

The discussions in the preceding paragraphs, when read in combination with the section entitled “Material U.S. Federal Income Tax

Consequences” (and in particular the subsection thereof entitled “— Tax Consequences to U.S. Holders — Notes with a Term of More

than One Year — Notes Treated as Contingent Payment Debt Instruments”) in the accompanying product supplement, to the extent they

reflect statements of law, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax

consequences of owning and disposing of the notes.

Comparable Yield and Projected Payment Schedule

We will determine the comparable yield for the notes and will provide that comparable yield and the related projected payment schedule

(or information about how to obtain them) in the pricing supplement for the notes, which we will file with the SEC. The comparable yield

for the notes will be determined based upon a variety of factors, including actual market conditions and our borrowing costs for debt

instruments of comparable maturities at the time of issuance. The comparable yield and projected payment schedule are

determined solely to calculate the amount on which you will be taxed with respect to the notes in each year and are neither a

prediction nor a guarantee of what the actual yield will be.

The Estimated Value of the Notes

The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following

hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding rate

described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes does

not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The

internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for

vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on,

among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing

liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase

& Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to

approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes

to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. For additional

information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes —

The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.

The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our

affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various

other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as

well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when

the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.


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The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In

addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On

future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or

JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at

which JPMS would be willing to buy notes from you in secondary market transactions.

The estimated value of the notes will be lower than the original issue price of the notes because costs associated with 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. A portion of the profits, if any, realized in hedging our obligations under the notes may be

allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See

“Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated

Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.

Secondary Market Prices of the Notes

For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the

Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic

and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs included in the

original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount

that will decline to zero over an initial predetermined period. These costs can include 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 “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile

of the notes and “The 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.

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.


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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. 3-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029706/ea153081_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.


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Annex A

The S&P 500® Futures Excess Return Index

All information contained in this pricing supplement regarding the S&P 500® Futures Excess Return Index (the “SPX Futures Index”),

including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly available

information, without independent verification. This information reflects the policies of, and is subject to change by, S&P Dow Jones

Indices LLC (“S&P Dow Jones”). The SPX Futures Index is calculated, maintained and published by S&P Dow Jones. S&P Dow Jones

has no obligation to continue to publish, and may discontinue the publication of, the SPX Futures Index.

The SPX Futures Index is reported by Bloomberg L.P. under the ticker symbol “SPXFP.”

The SPX Futures Index measures the performance of the nearest maturing quarterly E-mini® S&P 500® futures contracts (Symbol: ES)

(the “Underlying Futures Contracts”) trading on the Chicago Mercantile Exchange (the “Exchange”). E-mini® S&P 500® futures contracts

are U.S. dollar-denominated futures contracts based on the S&P 500® Index. For additional information about the S&P 500® Index, see

“Equity Index Descriptions — The S&P U.S. Indices” in the accompanying underlying supplement. The SPX Futures Index is calculated

real-time from the price change of the Underlying Futures Contracts. The SPX Futures Index is an “excess return” index that is based on

price levels of the Underlying Futures Contracts as well as the discount or premium obtained by “rolling” hypothetical positions in the

Underlying Futures Contracts as they approach delivery. The SPX Futures Index does not reflect interest earned on hypothetical, fully

collateralized contract positions.

Index Rolling

As each Underlying Futures Contract approaches maturity, it is replaced by the next maturing Underlying Futures Contract in a process

referred to as “rolling.” The rolling of the SPX Futures Index occurs quarterly over a one-day rolling period (the “roll day”) every March,

June, September and December, effective after the close of trading five business days preceding the last trading date of the maturing

Underlying Futures Contract.

On any scheduled roll day, the occurrence of either of the following circumstances will result in an adjustment of the roll day according to

the procedure set forth in this section:

●An exchange holiday occurs on that scheduled roll day.

●The daily contract price of any Underlying Futures Contract within the index on that scheduled roll day is a limit price.

If either of the above events occur, the relevant roll day will take place on the next designated commodity index business day whereby

none of the circumstances identified take place.

If a disruption is approaching the last trading day of a contract expiration, the Index Committee (defined below) will convene to determine

the appropriate course of action, which may include guidance from the Exchange.

The Index Committee may change the date of a given rebalancing for reasons including market holidays occurring on or around the

scheduled rebalancing date. Any such change will be announced with proper advance notice where possible.

Index Calculations

The closing level of the SPX Futures Index on any trading day reflects the change in the daily contract price of the Underlying Futures

Contract since the immediately preceding trading day. On each quarterly roll day, the closing level of the SPX Futures Index reflects the

change from the daily contract price of the maturing Underlying Futures Contract on the immediately preceding trading day to the daily

contract price of the next maturing Underlying Futures Contract on that roll day.

The daily contract price of an Underlying Futures Contract will be the settlement price reported by the Exchange. If the Exchange fails to

open due to unforeseen circumstances, such as natural disasters, inclement weather, outages, or other events, the SPX Futures Index

uses the prior daily contract prices. In situations where the Exchange is forced to close early due to unforeseen events, such as

computer or electric power failures, weather conditions or other events, S&P Dow Jones calculates the closing level of the SPX Futures

Index based on (1) the daily contract price published by the Exchange, or (2) if no daily contract price is available, the Index Committee

determines the course of action and notifies clients accordingly.

Index Corrections and Recalculations

S&P Dow Jones reserves the right to recalculate an index at its discretion in the event that settlement prices are amended or upon the

occurrence of a missed index methodology event (deviation from what is stated in the methodology document).


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Index Governance

An S&P Dow Jones index committee (the “Index Committee”) maintains the SPX Futures Index. All committee members are full-time

professional members of S&P Dow Jones’ staff. The Index Committee may revise index policy covering rules for including currencies,

the timing of rebalancing or other matters. The Index Committee considers information about changes to the SPX Futures Index and

related matters to be potentially market moving and material. Therefore, all Index Committee discussions are confidential.

The Index Committees reserve the right to make exceptions when applying the methodology of the SPX Futures Index if the need arises.

In any scenario where the treatment differs from the general rules stated in this document or supplemental documents, notice will be

provided, whenever possible.

In addition to the daily governance of the SPX Futures Index and maintenance of its index methodology, at least once within any

12-month period, the Index Committee reviews the methodology to ensure the SPX Futures Index continues to achieve the stated

objectives, and that the data and methodology remain effective. In certain instances, S&P Dow Jones may publish a consultation inviting

comments from external parties.

License Agreement

JPMorgan Chase & Co. or its affiliate has entered into an agreement with S&P Dow Jones that provides it and certain of its affiliates or

subsidiaries, including JPMorgan Financial, with a non-exclusive license and, for a fee, with the right to use the SPX Futures Index,

which is owned and published by S&P Dow Jones, in connection with certain securities, including the notes.

The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third-party licensors. Neither S&P Dow Jones nor its

third-party licensors make any representation or warranty, express or implied, to the owners of the notes or any member of the public

regarding the advisability of investing in securities generally or in the notes particularly or the ability of the SPX Futures Index to track

general stock market performance. S&P Dow Jones’ and its third-party licensors’ only relationship to JPMorgan Financial or JPMorgan

Chase & Co. is the licensing of certain trademarks and trade names of S&P Dow Jones and the third-party licensors and of the SPX

Futures Index which is determined, composed and calculated by S&P Dow Jones or its third-party licensors without regard to JPMorgan

Financial or JPMorgan Chase & Co. or the notes. S&P Dow Jones and its third-party licensors have no obligation to take the needs of

JPMorgan Financial or JPMorgan Chase & Co. or the owners of the notes into consideration in determining, composing or calculating

the SPX Futures Index. Neither S&P Dow Jones nor its third-party licensors are responsible for and has not participated in the

determination of the prices and amount of the notes or the timing of the issuance or sale of the notes or in the determination or

calculation of the equation by which the notes are to be converted into cash. S&P Dow Jones has no obligation or liability in connection

with the administration, marketing or trading of the notes.

NEITHER S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD-PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY,

TIMELINESS OR COMPLETENESS OF THE SPX FUTURES INDEX OR ANY DATA INCLUDED THEREIN OR ANY

COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC

COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS

SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW

JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE SPX FUTURES

INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL

S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD-PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING

LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

“S&P®” and “S&P 500®” are trademarks of S&P Global, Inc. or its affiliates and have been licensed for use by JPMorgan Chase & Co.

and its affiliates, including JPMorgan Financial.

Background on Futures Contracts

Overview of Futures Markets

Futures contracts are contracts that legally obligate the holder to buy or sell an asset at a predetermined delivery price during a specified

future time period. Futures contracts are traded on regulated futures exchanges, in the over-the-counter market and on various types of

physical and electronic trading facilities and markets. An exchange-traded futures contract provides for the purchase and sale of a

specified type and quantity of an underlying asset or financial instrument during a stated delivery month for a fixed price. A futures

contract provides for a specified settlement month in which the cash settlement is made or in which the underlying asset or financial

instrument is to be delivered by the seller (whose position is therefore described as “short”) and acquired by the purchaser (whose

position is therefore described as “long”).

No purchase price is paid or received on the purchase or sale of a futures contract. Instead, an amount of cash or cash equivalents must

be deposited with the broker as “initial margin.” This amount varies based on the requirements imposed by the exchange clearing


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houses, but it may be lower than 5% of the notional value of the contract. This margin deposit provides collateral for the obligations of

the parties to the futures contract.

By depositing margin, which may vary in form depending on the exchange, with the clearing house or broker involved, a market

participant may be able to earn interest on its margin funds, thereby increasing the total return that it may realize from an investment in

futures contracts.

In the United States, futures contracts are traded on designated contract markets. At any time prior to the expiration of a futures contract,

a trader may elect to close out its position by taking an opposite position on the exchange on which the trader obtained the position,

subject to the availability of a liquid secondary market. This operates to terminate the position and fix the trader’s profit or loss. Futures

contracts are cleared through the facilities of a centralized clearing house and a brokerage firm, referred to as a “futures commission

merchant,” which is a member of the clearing house.

Unlike common equity securities, futures contracts, by their terms, have stated expirations. At a specific point in time prior to expiration,

trading in a futures contract for the current delivery month will cease. As a result, a market participant wishing to maintain its exposure to

a futures contract on a particular asset or financial instrument with the nearest expiration must close out its position in the expiring

contract and establish a new position in the contract for the next delivery month, a process referred to as “rolling.” For example, a market

participant with a long position in a futures contract expiring in November who wishes to maintain a position in the nearest delivery

month will, as the November contract nears expiration, sell the November contract, which serves to close out the existing long position,

and buy a futures contract expiring in December. This will “roll” the November position into a December position, and, when the

November contract expires, the market participant will still have a long position in the nearest delivery month.

Futures exchanges and clearing houses in the United States are subject to regulation by the Commodity Futures Trading Commission

(the “CFTC”). Exchanges may adopt rules and take other actions that affect trading, including imposing speculative position limits,

maximum price fluctuations and trading halts and suspensions and requiring liquidation of contracts in certain circumstances. Futures

markets outside the United States are generally subject to regulation by foreign regulatory authorities comparable to the CFTC. The

structure and nature of trading on non-U.S. exchanges, however, may differ from the above description.

Underlying Futures Contracts

E-mini® S&P 500® futures contracts are U.S. dollar-denominated futures contracts, based on the S&P 500® Index, traded on the

Exchange, representing a contract unit of $50 multiplied by the S&P 500® Index, measured in cents per index point.

E-mini® S&P 500® futures contracts listed for the nearest nine quarters, for each March, June, September and December, and the

nearest three Decembers are available for trading. Trading of the E-mini® S&P 500® futures contracts will terminate at 9:30 A.M. Eastern

time on the third Friday of the contract month.

The daily settlement prices of the E-mini® S&P 500® futures contracts are based on trading activity in the relevant contract (and in the

case of a lead month also being the expiry month, together with trading activity on lead month-second month spread contracts) on the

Exchange during a specified settlement period. The final settlement price of E-mini® S&P 500® futures contracts is based on the opening

prices of the component stocks in the S&P 500® Index, determined on the third Friday of the contract month.


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