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 MerQube US
Large-Cap Vol Advantage Index due April 29, 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 level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is greater than or equal to
75.00% of the Initial Value, which we refer to as the Interest Barrier.
●The notes will be automatically called if the closing level of the Index on any Review Date (other than the first, second, third,
fourth, fifth and final Review Dates) is greater than or equal to the Call Value.
●The earliest date on which an automatic call may be initiated is January 24, 2025.
●Investors should be willing to accept the risk of losing up to 75.00% 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 Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the
futures contracts included in the Index, will heighten any depreciation of those futures contracts and will generally
be a drag on the performance of the Index. The Index will trail the performance of an identical index without a
deduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will
Include a 6.0% per Annum Daily Deduction” in this pricing supplement.
●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 24, 2024 and are expected to settle on or about July 29, 2024.
●CUSIP: 48135PAQ4
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Price to Public (1)(2)
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Fees and Commissions (2)(3)
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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) With respect to notes sold to certain fee based advisory accounts for which an affiliated or unaffiliated broker dealer is an investment
adviser, the price to the public will not be lower than $965.00 per $1,000 principal amount note. J.P. Morgan Securities LLC, which we refer to
as JPMS, and these broker dealers will forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement.
(3) With respect to notes sold to brokerage accounts, 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 $35.00 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.
Index: The MerQube US Large-Cap Vol Advantage Index
(Bloomberg ticker: MQUSLVA). The level of the Index reflects a
deduction of 6.0% per annum that accrues daily.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of the Index 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 $6.6667
(equivalent to a Contingent Interest Rate of at least 8.00% per
annum, payable at a rate of at least 0.66667% per month) (to be
provided in the pricing supplement).
If the closing level of the Index 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 8.00% per annum, payable
at a rate of at least 0.66667% per month (to be provided in the
pricing supplement)
Interest Barrier/Buffer Threshold: 75.00% of the Initial Value
Buffer Amount: 25.00%
Call Value: 95.00% of the Initial Value
Pricing Date: On or about July 24, 2024
Original Issue Date (Settlement Date): On or about July 29,
2024
Review Dates*: As specified under “Key Terms Relating to the
Review Dates and Interest Payment Dates” in this pricing
supplement
Interest Payment Dates*: As specified under “Key Terms
Relating to the Review Dates and Interest Payment Dates” in
this pricing supplement
Maturity Date*: April 29, 2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second, third, fourth, fifth
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 “Supplemental Terms of the Notes — Postponement
of a Determination Date — Notes Linked Solely to an Index” in the
accompanying underlying supplement and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product
supplement
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Automatic Call:
If the closing level of the Index on any Review Date (other than
the first, second, third, fourth, fifth and final Review Dates) is
greater than or equal to the Call 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 Buffer Threshold, 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 Buffer Threshold, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the notes have not been automatically called and the Final
Value is less than the Buffer Threshold, you will lose some or
most of your principal amount at maturity.
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 final Review
Date
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Review Dates*: August 26, 2024, September 24, 2024,
October 24, 2024, November 25, 2024, December 24, 2024,
January 24, 2025, February 24, 2025, March 24, 2025, April
24, 2025, May 27, 2025, June 24, 2025, July 24, 2025, August
25, 2025, September 24, 2025, October 24, 2025, November
24, 2025, December 24, 2025, January 26, 2026, February 24,
2026, March 24, 2026, April 24, 2026, May 26, 2026, June 24,
2026, July 24, 2026, August 24, 2026, September 24, 2026,
October 26, 2026, November 24, 2026, December 24, 2026,
January 25, 2027, February 24, 2027, March 24, 2027 and
April 26, 2027 (final Review Date)
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Interest Payment Dates*: August 29, 2024, September 27,
2024, October 29, 2024, November 29, 2024, December 30,
2024, January 29, 2025, February 27, 2025, March 27, 2025,
April 29, 2025, May 30, 2025, June 27, 2025, July 29, 2025,
August 28, 2025, September 29, 2025, October 29, 2025,
November 28, 2025, December 30, 2025, January 29, 2026,
February 27, 2026, March 27, 2026, April 29, 2026, May 29,
2026, June 29, 2026, July 29, 2026, August 27, 2026,
September 29, 2026, October 29, 2026, November 30, 2026,
December 30, 2026, January 28, 2027, March 1, 2027, March
30, 2027 and the Maturity Date
* Subject to postponement in the event of a market disruption event
and as described under "Supplemental Terms of the Notes —
Postponement of a Determination Date — Notes Linked Solely to an
Index" in the accompanying underlying supplement and "General
Terms of Notes — Postponement of a Payment Date" in the
accompanying product supplement
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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33
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$220.0000
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32
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$213.3333
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31
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$206.6667
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30
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$200.0000
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29
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$193.3333
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28
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$186.6667
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27
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$180.0000
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26
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$173.3333
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25
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$166.6667
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24
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$160.0000
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23
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$153.3333
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22
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$146.6667
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21
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$140.0000
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20
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$133.3333
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19
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$126.6667
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18
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$120.0000
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17
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$113.3333
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16
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$106.6667
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15
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$100.0000
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14
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$93.3333
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13
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$86.6667
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12
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$80.0000
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11
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$73.3333
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10
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$66.6667
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9
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$60.0000
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8
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$53.3333
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7
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$46.6667
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6
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$40.0000
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5
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$33.3333
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4
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$26.6667
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3
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$20.0000
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2
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$13.3333
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1
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$6.6667
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0
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$0.0000
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Review Date
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100.00
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$6.6667
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Second Review Date
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105.00
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$6.6667
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Third Review Date
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105.00
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$6.6667
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Fourth Review Date
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100.00
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$6.6667
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Fifth Review Date
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105.00
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$6.6667
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Sixth Review Date
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115.00
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$1,006.6667
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Total Payment
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$1,040.00 (4.00% return)
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Review Date
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90.00
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$6.6667
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Second Review Date
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80.00
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$6.6667
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Third through
Thirty-Second 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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85.00
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$1,006.6667
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Total Payment
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$1,020.00 (2.00% return)
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Review Date
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40.00
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$0
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Second Review Date
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45.00
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$0
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Third through
Thirty-Second 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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40.00
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$650.00
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Total Payment
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$650.00 (-35.00% return)
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Hypothetical Back-Tested and Historical Performance of the
MerQube US Large-Cap Vol Advantage Index
Source: Bloomberg
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-13 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-14 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-15 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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