Form 424B2 - Prospectus [Rule 424(b)(2)]

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

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 December 3, 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 Contingent Interest Notes Linked to the Common

Stock of NVIDIA Corporation due January 16, 2026

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 58.00% of the Initial 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, second, third, fourth, fifth and final Review Dates) is greater than or equal to the Initial Value.

●The earliest date on which an automatic call may be initiated is June 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 December 13, 2024 and are expected to settle on or about December 18,

2024.

●CUSIP: 48135WCP9

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-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,

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 $15.00 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 $968.00 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.

PS-1| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

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 NVIDIA Corporation,

par value $0.001 per share (Bloomberg ticker: NVDA). We refer

to NVIDIA Corporation as “NVIDIA”.

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 $10.4167 (equivalent to a Contingent Interest Rate of at

least 12.50% per annum, payable at a rate of at least 1.04167%

per month) (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 12.50% per annum, payable

at a rate of at least 1.04167% per month (to be provided in the

pricing supplement)

Interest Barrier/Trigger Value: 58.00% of the Initial Value

Pricing Date: On or about December 13, 2024

Original Issue Date (Settlement Date): On or about December

18, 2024

Review Dates*: January 13, 2025, February 13, 2025, March

13, 2025, April 14, 2025, May 13, 2025, June 13, 2025, July 14,

2025, August 13, 2025, September 15, 2025, October 13, 2025,

November 13, 2025, December 15, 2025 and January 13, 2026

(final Review Date)

Interest Payment Dates*: January 16, 2025, February 19,

2025, March 18, 2025, April 17, 2025, May 16, 2025, June 18,

2025, July 17, 2025, August 18, 2025, September 18, 2025,

October 16, 2025, November 18, 2025, December 18, 2025 and

the Maturity Date

Maturity Date*: January 16, 2026

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 “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 first, second, third, fourth, fifth and

final Review Dates) is greater than or equal to the Initial 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

42.00% of your principal amount at maturity and could lose all 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-2| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

Supplemental Terms of the Notes

Any value of any underlier, 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

Payments in Connection with the First, Second, Third, Fourth and Fifth Review Dates

First, Second, Third, Fourth and Fifth Review Dates

Compare the closing price of one share of the Reference Stock to the Interest Barrier on each Review Date.

The closing price of one share of the Reference Stock is greater

than or equal to the Interest Barrier.

You will receive a Contingent Interest Payment

on the applicable Interest Payment Date.

Proceed to the next Review Date.

The closing price of one share of the Reference Stock is less

than the Interest Barrier.

No Contingent Interest Payment will be made

with respect to the applicable Review Date.

Proceed to the next Review Date.

Payments in Connection with Review Dates (Other than the First, Second, Third, Fourth, Fifth and Final Review Dates)

Review Dates (Other than the First, Second, Third, Fourth, Fifth and Final Review Dates)

Compare the closing price of one share of the Reference Stock to the Initial Value and the Interest Barrier on each Review Date until the

final Review Date or any earlier automatic call.

Automatic Call

The closing price of one

share of the Reference

Stock is greater than or

equal to the Initial Value.

The notes will be automatically called on the applicable Call Settlement Date, and you will

receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date.

No further payments will be made on the notes.

The closing price of one share

of the Reference Stock is

greater than or equal to the

Interest Barrier.

You will receive a Contingent Interest Payment

on the applicable Interest Payment Date.

Proceed to the next Review Date.

Initial

Value

The closing price of one

share of the Reference

Stock is less than the

Initial Value.

No

Automatic

Call

The closing price of one share

of the Reference Stock is less

than the Interest Barrier.

No Contingent Interest Payment will be made

with respect to the applicable Review Date.

Proceed to the next Review Date.

PS-3| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

Payment at Maturity If the Notes Have Not Been Automatically Called

Review Dates Preceding

the Final Review Date Final Review Date Payment at Maturity

.

.

The notes are not

automatically called.

The Final Value is greater than

or equal to the Trigger Value.

You will receive (a) $1,000 plus (b)

the Contingent Interest Payment

applicable to the final Review Date.

Proceed to maturity

The Final Value is less than the Trigger Value.

You will receive:

$1,000 + ($1,000 × Stock Return)

Under these circumstances,

you will lose some or all of your

principal amount at maturity.

Total Contingent Interest Payments

The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term

of the notes based on a hypothetical Contingent Interest Rate of 12.50% per annum, depending on how many Contingent

Interest Payments are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing

supplement and will be at least 12.50% per annum.

Number of Contingent

Interest Payments

Total Contingent

Interest Payments

13 $135.4167

12 $125.0000

11 $114.5833

10 $104.1667

9 $93.7500

8 $83.3333

7 $72.9167

6 $62.5000

5 $52.0833

4 $41.6667

3 $31.2500

2 $20.8333

1 $10.4167

0 $0.0000

Hypothetical Payout Examples

The following examples illustrate payments on the notes linked to a hypothetical Reference Stock, assuming a range of

performances for the hypothetical Reference Stock on the Review Dates. The hypothetical payments set forth below assume the

following:

●an Initial Value of $100.00;

●an Interest Barrier and a Trigger Value of $58.00 (equal to 58.00% of the hypothetical Initial Value); and

●a Contingent Interest Rate of 12.50% per annum (payable at a rate of 1.04167% per month).

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 payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a

purchaser of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.

PS-4| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

Example 1 — Notes are automatically called on the sixth Review Date.

Date Closing Price Payment (per $1,000 principal amount note)

First Review Date $105.00 $10.4167

Second Review Date $110.00 $10.4167

Third Review Date $110.00 $10.4167

Fourth Review Date $105.00 $10.4167

Fifth Review Date $110.00 $10.4167

Sixth Review Date $120.00 $1,010.4167

Total Payment $1,062.50 (6.25% return)

Because the closing price of one share of the Reference Stock on the sixth Review Date is greater than or equal to the Initial Value,

the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,010.4167 (or $1,000 plus

the Contingent Interest Payment applicable to the sixth Review Date), payable on the applicable Call Settlement Date. The notes

are not automatically callable before the sixth Review Date, even though the closing price of one share of the Reference Stock

on each of the first, second, third, fourth and fifth Review Dates is greater than the Initial Value. When added to the Contingent

Interest Payments received with respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is

$1,062.50. No further payments will be made on the notes.

Example 2 — Notes have NOT been automatically called and the Final Value is greater than or equal to the

Trigger Value.

Date Closing Price Payment (per $1,000 principal amount note)

First Review Date $95.00 $10.4167

Second Review Date $85.00 $10.4167

Third through Twelfth

Review Dates

Less than Interest

Barrier

$0

Final Review Date $90.00 $1,010.4167

Total Payment $1,031.25 (3.125% return)

Because the notes have not been automatically called and the Final Value is greater than or equal to the Trigger Value, the

payment at maturity, for each $1,000 principal amount note, will be $1,010.4167 (or $1,000 plus the Contingent Interest Payment

applicable to the final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review

Dates, the total amount paid, for each $1,000 principal amount note, is $1,031.25.

Example 3 — Notes have NOT been automatically called and the Final Value is less than the Trigger Value.

Date Closing Price Payment (per $1,000 principal amount note)

First Review Date $48.00 $0

Second Review Date $53.00 $0

Third through Twelfth

Review Dates

Less than Interest

Barrier

$0

Final Review Date $48.00 $480.00

Total Payment $480.00 (-52.00% return)

Because the notes have not been automatically called, the Final Value is less than the Trigger Value and the Stock Return is

-52.00%, the payment at maturity will be $480.00 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 × (-52.00%)] = $480.00

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.

PS-5| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

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.

●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 Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the

Initial Value. Accordingly, under these circumstances, you will lose more than 42.00% of your principal amount at maturity and

could lose all of your principal amount at maturity.

●THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —

If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to a Review Date

only if the closing price of one share of the Reference Stock on that Review Date is greater than or equal to the Interest Barrier.

If the closing price of one share of the Reference Stock on that Review Date is less than the Interest Barrier, no Contingent

Interest Payment will be made with respect to that Review Date. Accordingly, if the closing price of one share of the Reference

Stock on each Review Date is less than the Interest Barrier, you will not receive any interest payments over the term of the

notes.

●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 APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST

PAYMENTS THAT MAY BE PAID OVER THE TERM OF THE NOTES,

regardless of any appreciation of the Reference Stock, which may be significant. You will not participate in any appreciation of

the Reference Stock.

●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.

●THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE—

If the Final Value is less than the Trigger Value and the notes have not been automatically called, the benefit provided by the

Trigger Value will terminate and you will be fully exposed to any depreciation of 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 six months and you

will not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you

would be able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable

interest rate 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.

●YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE

REFERENCE STOCK.

PS-6| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

●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.

●THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST

BARRIER OR THE TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE REFERENCE STOCK IS

VOLATILE.

●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 Contingent Interest Rate.

●THE TAX DISCLOSURE IS SUBJECT TO CONFIRMATION —

The information set forth under “Tax Treatment” in this pricing supplement remains subject to confirmation by our special tax

counsel following the pricing of the notes. If that information cannot be confirmed by our tax counsel, you may be asked to

accept revisions to that information in connection with your purchase. Under these circumstances, if you decline to accept

revisions to that information, your purchase of the notes will be canceled.

●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.

●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).

PS-7| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

●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 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.

The Reference Stock

All information contained herein on the Reference Stock and on NVIDIA is derived from publicly available sources, without

independent verification. According to its publicly available filings with the SEC, NVIDIA is a full-stack computing infrastructure

company with data-center-scale offerings whose full-stack includes the CUDA programming model that runs on all of its graphics

processing units (GPUs), as well as domain-specific software libraries, software development kits and Application Programming

Interfaces and whose data-center-scale offerings include compute and networking solutions that can scale to tens of thousands of

GPU-accelerated servers interconnected to function as a single giant computer. The common stock of NVIDIA, par value $0.001

per share (Bloomberg ticker: NVDA), 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 NVIDIA

in the accompanying product supplement. Information provided to or filed with the SEC by NVIDIA pursuant to the Exchange Act

can be located by reference to the SEC file number 000-23985, and can be accessed through www.sec.gov. We do not make any

representation that these publicly available documents are accurate or complete.

PS-8| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

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 29, 2024. The closing price of one share of the

Reference Stock on December 2, 2024 was $138.63. 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 or

the payment of any interest.

Historical Performance of NVIDIA Corporation

Source: Bloomberg

Tax Treatment

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product

supplement no. 4-I. In determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes

as prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income,

as described in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders —

Notes Treated as Prepaid Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement.

We expect to ask our special tax counsel to advise us that this is a reasonable treatment, although there are other reasonable

treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the notes could

be materially 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 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 and the relevance of factors such as

the nature of the underlying property to which the instruments are linked. 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 affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above

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. 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 the notice described above.

Non-U.S. Holders — Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain,

and although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding

tax (at least if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding

agent, intend to) withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced

rate specified by an applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any

additional amounts with respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding

tax, a Non-U.S. Holder of the notes must comply with certification requirements to establish that it is not a U.S. person and is

eligible for such an exemption or reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your

tax adviser regarding the tax treatment of the notes, including the possibility of obtaining a refund of any withholding tax and the

certification requirement described above.

PS-9| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

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.

In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so

withheld.

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 — 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

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 — The Estimated Value of the Notes Will Be Lower Than

the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.

PS-10| Structured Investments

Auto Callable Contingent Interest Notes Linked to the Common Stock of

NVIDIA Corporation

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 — 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 “How the Notes Work” and “Hypothetical Payout Examples” 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 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 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):

●Product supplement no. 4-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_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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