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 November
27, 2024
| December , 2024 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked
to the Common Stock of Tesla, Inc. due December 21, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
| · | The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date (other than the final
Review Date), the closing price of one share of the common stock of Tesla, Inc., which we refer to as the Reference Stock, is at or above
the Call Value. |
| · | The earliest date on which an automatic call may be initiated is December 23, 2025. |
| · | The notes are also designed for investors who seek an uncapped return of 1.25 times any appreciation of the Reference Stock
at maturity if the notes have not been automatically called. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% of their principal amount
at maturity. |
| · | The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject
to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor
of the notes. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes are expected to price on or about December 16, 2024 and are expected to settle on or about December 19, 2024. |
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk
Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning
on page PS-4 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, prospectus supplement, prospectus and prospectus addendum. Any representation to the
contrary is a criminal offense.
| |
Price to Public (1)(2) |
Fees and Commissions (2)(3) |
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) 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
$975.00 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 $25.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts
of Interest)” in the accompanying product supplement. |
If the notes priced today, the estimated value of the notes would
be approximately $956.60 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 $940.00 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. 4-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.
Reference Stock:
The common stock of Tesla, Inc., par value $0.001 per share (Bloomberg ticker:
TSLA). We refer to Tesla, Inc. as “Tesla.”
Call Premium Amount:
The Call Premium Amount with respect to each Review Date is set forth below:
| first Review Date: |
at least 20.00% × $1,000 |
| second Review Date: |
at least 40.00% × $1,000 |
(in each case, to be provided in the pricing supplement)
Call Value:
80.00% of the Initial Value
Upside Leverage Factor:
1.25
Buffer Amount: 20.00%
Pricing
Date: On or about December 16, 2024
Original Issue Date
(Settlement Date): On or about December 19, 2024
Review Dates*:
December 23, 2025, December 16, 2026 and December 16, 2027 (final Review Date)
Call Settlement Dates*:
December 29, 2025 and December 21, 2026
Maturity Date*:
December 21, 2027
* 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
Automatic Call:
If the closing price of one share of the Reference Stock on any Review
Date (other than the final Review Date) 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 Call Premium Amount applicable to that Review
Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.
If the notes are automatically called, you will not benefit from
the Upside Leverage Factor that applies to the payment at maturity if the Final Value is greater than the Initial Value. Because
the Upside Leverage Factor does not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly
less than the payment at maturity for the same level of appreciation in the Reference Stock.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
is greater than the Initial Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return × Upside
Leverage Factor)
If the notes have not been automatically called and the Final Value
is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount, you will receive the principal amount of your
notes at maturity.
If the notes have not been automatically called and the Final Value
is less than the Initial Value by more than the Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + [$1,000 × (Stock Return + Buffer
Amount)]
If the notes have not been automatically
called and the Final Value is less than the Initial Value by more than the Buffer Amount, you will lose some or most of your principal
amount at maturity.
Stock Return:
(Final Value
– Initial Value)
Initial Value
Initial Value: 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 Pricing 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.
|
PS-1
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
Supplemental
Terms of the Notes
Any values of the Reference Stock, 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.
How the
Notes Work
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been
Automatically Called
|
PS-2
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
Call Premium Amount
The table below illustrates the hypothetical Call Premium
Amount per $1,000 principal amount note for each Review Date (other than the final Review Date) based on the minimum Call Premium Amounts
set forth under “Key Terms — Call Premium Amount” above. The actual Call Premium Amounts will be provided in the pricing
supplement and will not be less than the minimum Call Premium Amounts set forth under “Key Terms — Call Premium Amount.”
| Review Date |
Call Premium Amount |
| First |
$200.00 |
| Second |
$400.00 |
Payment at Maturity If the Notes Have Not Been
Automatically Called
The following table illustrates the hypothetical total
return and payment at maturity on the notes linked to a hypothetical Reference Stock if the notes have not been automatically called.
The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing
the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume
the following:
| · | the notes were sold only to brokerage accounts; |
| · | the notes have not been automatically called; |
| · | an Initial Value of $100.00; |
| · | an Upside Leverage Factor of 1.25; and |
| · | a Buffer Amount of 20.00%. |
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 price
of one share of the Reference Stock on the Pricing Date and will be provided in the pricing supplement. For historical data regarding
the actual closing prices of one share of the Reference Stock, please see the historical information set forth under “The Reference
Stock” 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 have been rounded for ease of analysis.
| Final Value |
Stock Return |
Total Return on the Notes |
Payment at Maturity |
| $165.00 |
65.00% |
81.25% |
$1,812.50 |
| $150.00 |
50.00% |
62.50% |
$1,625.00 |
| $140.00 |
40.00% |
50.00% |
$1,500.00 |
| $130.00 |
30.00% |
37.50% |
$1,375.00 |
| $120.00 |
20.00% |
25.00% |
$1,250.00 |
| $110.00 |
10.00% |
12.50% |
$1,125.00 |
| $105.00 |
5.00% |
6.25% |
$1,062.50 |
| $101.00 |
1.00% |
1.25% |
$1,012.50 |
| $100.00 |
0.00% |
0.00% |
$1,000.00 |
| $95.00 |
-5.00% |
0.00% |
$1,000.00 |
| $90.00 |
-10.00% |
0.00% |
$1,000.00 |
| $80.00 |
-20.00% |
0.00% |
$1,000.00 |
| $70.00 |
-30.00% |
-10.00% |
$900.00 |
| $60.00 |
-40.00% |
-20.00% |
$800.00 |
| $50.00 |
-50.00% |
-30.00% |
$700.00 |
| $40.00 |
-60.00% |
-40.00% |
$600.00 |
| $30.00 |
-70.00% |
-50.00% |
$500.00 |
| $20.00 |
-80.00% |
-60.00% |
$400.00 |
| $10.00 |
-90.00% |
-70.00% |
$300.00 |
| $0.00 |
-100.00% |
-80.00% |
$200.00 |
|
PS-3
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
Note Payout
Scenarios
Upside Scenario If Automatic Call:
If the closing price of one share of the Reference Stock
on any Review Date (other than the final Review Date) is greater than or equal to the Call Value, the notes will be automatically called
and investors will receive on the applicable Call Settlement Date the $1,000 principal amount plus the Call Premium Amount applicable
to that Review Date. No further payments will be made on the notes.
| · | Assuming a hypothetical Call Premium Amount of $200.00 for the first
Review Date, if the closing price of one share of the Reference Stock increases 10.00% as of that Review Date, the notes will be automatically
called and investors will receive a return equal to 20.00%, or $1,200.00 per $1,000 principal amount note. |
| · | Assuming a hypothetical Call Premium Amount of $400.00 for the second
Review Date, if the notes have not been previously automatically called and the closing price of one share of the Reference Stock increases
65.00% as of that Review Date, the notes will be automatically called and investors will receive a return equal to 40.00%, or $1,400.00
per $1,000 principal amount note. |
Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the
Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal
to the Stock Return times the Upside Leverage Factor of 1.25.
| · | If the notes have not been automatically called and the closing
price of one share of the Reference Stock increases 5.00%, investors will receive at maturity a return equal to 6.25%, or $1,062.50 per
$1,000 principal amount note. |
Par Scenario:
If the notes have not been automatically called and the
Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 20.00%, investors will receive
at maturity the principal amount of their notes.
Downside Scenario:
If the notes have not been automatically called and the
Final Value is less than the Initial Value by more than the Buffer Amount of 20.00%, investors will lose 1% of the principal amount of
their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.
| · | For example, if the notes have not been automatically called and
the closing price of one share of the Reference Stock declines 60.00%, investors will lose 40.00% of their principal amount and receive
only $600.00 per $1,000 principal amount note at maturity, calculated as follows: |
$1,000 + [$1,000 × (-60.00%
+ 20.00%)] = $600.00
The hypothetical returns and hypothetical payments on
the notes shown above apply only if you hold the notes for their entire term or until automatically called. 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.
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
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — |
The notes do not guarantee any return of principal.
If the notes have not been automatically called and the Final Value is less than the Initial Value by more than 20.00%, you will lose
1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 20.00%. Accordingly,
under these circumstances, you will lose up to 80.00% of your principal amount at maturity.
| · | 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.
|
PS-4
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
| · | 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.
| · | IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED
TO THE APPLICABLE CALL PREMIUM AMOUNT PAID ON THE NOTES, |
regardless of any appreciation of the Reference
Stock, which may be significant. In addition, if the notes are automatically called, you will not benefit from the Upside Leverage Factor
that applies to the payment at maturity if the Final Value is greater than the Initial Value. Because the Upside Leverage Factor
does not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly less than the payment at
maturity for the same level of appreciation in the Reference Stock.
| · | THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT — |
If your notes are automatically called, the
term of the notes may be reduced to as short as approximately one year. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the notes at a comparable return for a similar level of risk. Even in cases where the notes are called before maturity,
you are not entitled to any fees and commissions described on the front cover of this pricing supplement.
| · | THE NOTES DO NOT PAY INTEREST. |
| · | YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT
TO THE REFERENCE STOCK. |
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 Call Premium Amounts.
Risks Relating to Conflicts of Interest
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, if any, 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.
|
PS-5
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
| · | 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.
| · | 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,
if any, 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, if any, projected hedging profits, if any, estimated hedging costs and the price of one share of the Reference Stock.
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 Reference Stock
| · | NO AFFILIATION WITH THE REFERENCE STOCK ISSUER — |
We have not independently verified any of the
information about the Reference Stock issuer contained in this pricing supplement. You should undertake your own investigation into the
Reference Stock and its issuer. We are not responsible for the Reference Stock issuer’s public disclosure of information, whether
contained in SEC filings or otherwise.
| · | THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY — |
The calculation agent will not make an adjustment
in response to all events that could affect the Reference Stock. The calculation agent may make adjustments in response to events that
are not described in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent
is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.
|
PS-6
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
The Reference
Stock
All information contained herein on the Reference Stock
and on Tesla is derived from publicly available sources, without independent verification. According to its publicly available filings
with the SEC, Tesla designs, develops, manufactures, sells and leases electric vehicles and energy generation and storage systems and
offers services related to its products. The common stock of Tesla, par value $0.001 per share (Bloomberg ticker: TSLA), is registered
under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on The Nasdaq Stock Market,
which we refer to as the relevant exchange for purposes of Tesla in the accompanying product supplement. Information provided to or filed
with the SEC by Tesla pursuant to the Exchange Act can be located by reference to the SEC file number 001-34756, and can be accessed through
www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.
Historical Information
The following graph sets forth the historical performance
of the Reference Stock based on the weekly historical closing prices of one share of the Reference Stock from January 4, 2019 through
November 22, 2024. The closing price of one share of the Reference Stock on November 26, 2024 was $338.23. We obtained the closing prices
above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The
closing prices above and below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers
and acquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of one share of the
Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one
share of the Reference Stock on the Pricing Date or any Review Date. There can be no assurance that the performance of the Reference Stock
will result in the return of any of your principal amount in excess of $200.00 per $1,000 principal amount note, subject to the credit
risks of JPMorgan Financial and JPMorgan Chase & Co.
Tax Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding
the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion
of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S.
federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences
to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement.
Assuming this treatment is respected, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your
notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court
may not respect this treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely
affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of
“prepaid forward contracts” and similar instruments. The notice focuses in particular on
|
PS-7
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
|
whether to require investors in these instruments
to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of
income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the
instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be
subject to withholding tax; and whether these instruments are or should be subject to the constructive ownership regime, which very generally
can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice
requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect.
You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible
alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on
dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or
indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked
to certain broad-based indices that meet requirements set forth in the applicable Treasury regulations. 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 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.
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, if
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PS-8
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
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any, 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 sold to brokerage accounts 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, if any, 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
Plan of Distribution
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
$975.00 per $1,000 principal amount note. 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.
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 $25.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts
of Interest)” in the accompanying product 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 “How the Notes Work” and “Note Payout
Scenarios” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Reference Stock”
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, if any, 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.
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
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PS-9
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
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product supplement and in Annex A to the accompanying
prospectus addendum, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment,
legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at
www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
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PS-10
| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the Common
Stock of Tesla, Inc.. |
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