July , 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
Auto Callable Contingent Interest Notes Linked to the Common
Stock of The Boeing Company due July 15, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the
closing price of one share of the Reference Stock is greater than or equal to 70.00% of the Strike Value, which we refer to as
the Interest Barrier.
●The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (other than
the first and final Review Dates) is greater than or equal to the Strike Value.
●The earliest date on which an automatic call may be initiated is January 13, 2025.
●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●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 15, 2024 (the “Pricing Date”) and are expected to settle on or about July 18,
2024. The Strike Value has been determined by reference to the closing price of one share of the Reference Stock on
July 12, 2024 and not by reference to the closing price of one share of the Reference Stock on the Pricing Date.
●CUSIP: 48135PMB4
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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 $3.50 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.
Reference Stock: The common stock of The Boeing Company,
par value $5.00 per share (Bloomberg ticker: BA). We refer to
The Boeing Company as “Boeing”.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of the Reference Stock on any Review Date
is greater than or equal to the Interest Barrier, you will receive
on the applicable Interest Payment Date for each $1,000
principal amount note a Contingent Interest Payment equal to at
least $34.625 (equivalent to a Contingent Interest Rate of at
least 13.85% per annum, payable at a rate of at least 3.4625%
per quarter) (to be provided in the pricing supplement).
If the closing price of one share of the Reference Stock on any
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 13.85% per annum, payable
at a rate of at least 3.4625% per quarter (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: 70.00% of the Strike Value,
which is $127.617
Strike Date: July 12, 2024
Pricing Date: On or about July 15, 2024
Original Issue Date (Settlement Date): On or about July 18,
2024
Review Dates*: October 14, 2024, January 13, 2025, April 14,
2025, July 14, 2025, October 13, 2025, January 12, 2026, April
13, 2026, July 13, 2026, October 12, 2026, January 12, 2027,
April 12, 2027 and July 12, 2027 (final Review Date)
Interest Payment Dates*: October 17, 2024, January 16, 2025,
April 17, 2025, July 17, 2025, October 16, 2025, January 15,
2026, April 16, 2026, July 16, 2026, October 15, 2026, January
15, 2027, April 15, 2027 and the Maturity Date
Maturity Date*: July 15, 2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first and final Review Dates),
the first Interest Payment Date immediately following that
Review Date
* 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
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Automatic Call:
If the closing price of one share of the Reference Stock on any
Review Date (other than the first and final Review Dates) is
greater than or equal to the Strike Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than or equal to the Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment applicable to the final Review Date.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
30.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Stock Return:
(Final Value – Strike Value)
Strike Value
Strike Value: The closing price of one share of the Reference
Stock on the Strike Date, which was $182.31. The Strike Value
is not the closing price of one share of the Reference Stock
on the Pricing Date.
Final Value: The closing price of one share of the Reference
Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one share of the
Reference Stock and is set equal to 1.0 on the Strike Date. The
Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See “The Underlyings — Reference Stocks —
Anti-Dilution Adjustments” and “The Underlyings — Reference
Stocks — Reorganization Events” in the accompanying product
supplement for further information.
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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12
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$415.500
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11
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$380.875
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10
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$346.250
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9
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$311.625
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8
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$277.000
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7
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$242.375
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6
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$207.750
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5
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$173.125
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4
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$138.500
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3
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$103.875
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2
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$69.250
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1
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$34.625
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0
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$0.000
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$105.00
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$34.625
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Second Review Date
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$110.00
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$1,034.625
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Total Payment
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$1,069.25 (6.925% return)
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$95.00
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$34.625
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Second Review Date
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$85.00
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$34.625
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Third through Eleventh
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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$90.00
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$1,034.625
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Total Payment
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$1,103.875 (10.3875% return)
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$60.00
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$0
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Second Review Date
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$65.00
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$0
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Third through Eleventh
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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$60.00
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$600.00
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Total Payment
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$600.00 (-40.00% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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Historical Performance of The Boeing Company
Source: Bloomberg
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of The
Boeing Company
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