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

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 August 2, 2024

August , 2024

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

Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 5-II dated March 5, 2024, the prospectus and

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

JPMorgan Chase Financial Company LLC

Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube

US Tech+ Vol Advantage Index due August 12, 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 Tech+ Vol Advantage Index, which we refer to as the Index, is greater than or equal to

60.00% of the Initial Value, which we refer to as the Interest Barrier.

● If the closing level of the Index is greater than or equal to the Interest Barrier on any Review Date, investors will receive, in

addition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid Contingent Interest

Payments for prior Review Dates.

● 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 Initial Value.

● The earliest date on which an automatic call may be initiated is February 7, 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 Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ Trust

SM

, Series

1 (the “QQQ Fund”) is subject to a notional financing cost. These deductions will offset any appreciation of the

components of the Index, will heighten any depreciation of those components and will generally be a drag on the

performance of the Index. The Index will trail the performance of an identical index without such deductions. See

“Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will Include a

6.0% per Annum Daily Deduction” and “Selected Risk Considerations — Risks Relating to the Notes Generally —

The Level of the Index Will Include the Deduction of a Notional Financing Cost” 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 August 7, 2024 and are expected to settle on or about August 12, 2024.

● CUSIP: 48135PN64

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, “Risk Factors” beginning on page US-4 of the accompanying underlying

supplement and “Selected Risk Considerations” beginning on page PS-9 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of

the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,

underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a

criminal offense.

Price to Public (1)

Fees and Commissions (2)

Proceeds to Issuer

Per note

$1,000

$

$

Total

$

$

$

(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it

receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $9.00 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 $952.10 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 $930.00 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 MerQube US Tech+

Vol Advantage Index

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Index: The MerQube US Tech+ Vol Advantage Index

(Bloomberg ticker: MQUSTVA). The level of the Index reflects

a deduction of 6.0% per annum that accrues daily, and the

performance of the QQQ Fund is subject to a notional financing

cost 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 $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), plus any previously

unpaid Contingent Interest Payments for any prior Review

Dates.

If the Contingent Interest Payment is not paid on any Interest

Payment Date, that unpaid Contingent Interest Payment will be

paid on a later Interest Payment Date if the closing level of the

Index on the Review Date related to that later Interest Payment

Date is greater than or equal to the Interest Barrier. You will not

receive any unpaid Contingent Interest Payments if the closing

level of the Index on each subsequent Review Date is less than

the Interest Barrier.

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: 60.00% of the Initial Value

Pricing Date: On or about August 7, 2024

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

12, 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*: August 12, 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

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 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

plus (c) any previously unpaid Contingent Interest Payments for

any prior Review Dates, 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 plus (c)

any previously unpaid Contingent Interest Payments for any

prior Review Dates.

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 × Index Return)

If the notes have not been automatically called and the Final

Value is less than the Trigger Value, you will lose more than

40.00% of your principal amount at maturity and could lose all

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

PS-2| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

Key Terms Relating to the Review Dates and Interest Payment Dates

Review Dates*: September 9, 2024, October 7, 2024,

November 7, 2024, December 9, 2024, January 7, 2025,

February 7, 2025, March 7, 2025, April 7, 2025, May 7, 2025,

June 9, 2025, July 7, 2025, August 7, 2025, September 8,

2025, October 7, 2025, November 7, 2025, December 8,

2025, January 7, 2026, February 9, 2026, March 9, 2026,

April 7, 2026, May 7, 2026, June 8, 2026, July 7, 2026,

August 7, 2026, September 8, 2026, October 7, 2026,

November 9, 2026, December 7, 2026, January 7, 2027,

February 8, 2027, March 8, 2027, April 7, 2027, May 7, 2027,

June 7, 2027, July 7, 2027 and August 9, 2027 (final Review

Date)

Interest Payment Dates*: September 12, 2024, October 10,

2024, November 13, 2024, December 12, 2024, January 10,

2025, February 12, 2025, March 12, 2025, April 10, 2025,

May 12, 2025, June 12, 2025, July 10, 2025, August 12,

2025, September 11, 2025, October 10, 2025, November 13,

2025, December 11, 2025, January 12, 2026, February 12,

2026, March 12, 2026, April 10, 2026, May 12, 2026, June

11, 2026, July 10, 2026, August 12, 2026, September 11,

2026, October 13, 2026, November 13, 2026, December 10,

2026, January 12, 2027, February 11, 2027, March 11, 2027,

April 12, 2027, May 12, 2027, June 10, 2027, July 12, 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

PS-3| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

The MerQube US Tech+ Vol Advantage Index

The MerQube US Tech+ Vol Advantage Index (the “Index”) was developed by MerQube (the “Index Sponsor” and “Index Calculation

Agent”), in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the Index Calculation

Agent. The Index was established on June 22, 2021. An affiliate of ours currently has a 10% equity interest in the Index Sponsor, with

a right to appoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index Sponsor.

Since February 9, 2024 (the “Amendment Effective Date”), the underlying asset to which the Index is linked (the “Underlying Asset”)

has been an unfunded position in the QQQ Fund, calculated as the excess of the total return of the QQQ Fund over a notional financing

cost. Prior to the Amendment Effective Date, the Underlying Asset was an unfunded rolling position in E-Mini Nasdaq-100 futures (the

“Futures Contracts”).

The investment objective of the QQQ Fund is to seek to track the investment results, before fees and expenses, of the Nasdaq-100

Index

®

. For more information about the QQQ Fund and the Nasdaq-100 Index

®

, see “Background on the Invesco QQQ Trust

SM

, Series

1” and “Background on the Nasdaq-100 Index

®

,” respectively, in the accompanying underlying supplement.

The Index attempts to provide a dynamic rules-based exposure to the Underlying Asset, while targeting a level of implied volatility, with

a maximum exposure to the Underlying Asset of 500% and a minimum exposure to the Underlying Asset of 0%. The Index is subject to

a 6.0% per annum daily deduction, and the performance of the Underlying Asset is subject to a notional financing cost deducted daily.

On each weekly Index rebalance day, the exposure to the Underlying Asset is set equal to (a) the 35% implied volatility target (the

“target volatility”) divided by (b) the one-week implied volatility of the QQQ Fund, subject to a maximum exposure of 500%. For

example, if the implied volatility of the QQQ Fund is equal to 17.5%, the exposure to the Underlying Asset will equal 200% (or 35% /

17.5%) and if the implied volatility of the QQQ Fund is equal to 40%, the exposure to the Underlying Asset will equal 87.5% (or 35% /

40%). The Index’s exposure to the Underlying Asset will be greater than 100% when the implied volatility of the QQQ Fund is below

35%, and the Index’s exposure to the Underlying Asset will be less than 100% when the implied volatility of the QQQ Fund is above

35%. In general, the Index’s target volatility feature is expected to result in the volatility of the Index being more stable over time than if

no target volatility feature were employed. No assurance can be provided that the volatility of the Index will be stable at any time. The

Index uses the implied volatility of the QQQ Fund as a proxy for the realized volatility of the Underlying Asset.

The Index tracks the performance of the QQQ Fund, with distributions, if any, notionally reinvested, less the daily deduction of a

notional financing cost. The notional financing cost is intended to approximate the cost of maintaining a position in the QQQ Fund

using borrowed funds at a rate of interest equal to SOFR plus a spread of 0.50% per annum. SOFR, the Secured Overnight Financing

Rate, is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities. The Index is an

“excess return” index and not a “total return” index because, as part of the calculation of the level of the Index, the performance of the

QQQ Fund is reduced by the notional financing cost. The notional financing cost has been deducted from the performance of the QQQ

Fund since the Amendment Effective Date.

The 6.0% per annum daily deduction and the notional financing cost will offset any appreciation of the Underlying Asset, will heighten

any depreciation of the Underlying Asset and will generally be a drag on the performance of the Index. The Index will trail the

performance of an identical index without such deductions.

Holding the estimated value of the notes and market conditions constant, the Contingent Interest Rate, the Interest Barrier, the Trigger

Value and the other economic terms available on the notes are more favorable to investors than the terms that would be available on a

hypothetical note issued by us linked to an identical index without a daily deduction. However, there can be no assurance that any

improvement in the terms of the notes derived from the daily deduction will offset the negative effect of the daily deduction on the

performance of the Index. The return on the notes may be lower than the return on a hypothetical note issued by us linked to an

identical index without a daily deduction.

The daily deduction and the volatility of the Index (as influenced by the Index’s target volatility feature) are two of the primary variables

that affect the economic terms of the notes. Additionally, the daily deduction and volatility of the Index are two of the inputs our

affiliates’ internal pricing models use to value the derivative or derivatives underlying the economic terms of the notes for purposes of

determining the estimated value of the notes set forth on the cover of this pricing supplement. The daily deduction will effectively

reduce the value of the derivative or derivatives underlying the economic terms of the notes. See “The Estimated Value of the Notes”

and “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes” in this pricing

supplement.

The Index is subject to risks associated with the use of significant leverage. The notional financing cost deducted daily will

be magnified by any leverage provided by the Index. In addition, the Index may be significantly uninvested on any given day,

and, in that case, will realize only a portion of any gains due to appreciation of the Underlying Asset on that day. The index

deduction is deducted daily at a rate of 6.0% per annum, even when the Index is not fully invested.

PS-4| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that

the Index will be successful or will outperform any alternative index or strategy that might reference the Underlying Asset.

For additional information about the Index, see “The MerQube Vol Advantage Index Series” in the accompanying underlying

supplement.

PS-5| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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 level of the Index to the Interest Barrier on each Review Date.

The closing level of the Index is greater than or equal

to the Interest Barrier.

You will receive (a) a Contingent Interest Payment on the

applicable Interest Payment Date plus (b) any previously

unpaid Contingent Interest Payments for any prior Review

Dates.

Proceed to the next Review Date.

The closing level of the Index 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)

Initial

Value

Compare the closing level of the Index to the Initial Value and the Interest Barrier on each Review Date until the final

Review Date or any earlier automatic call.

The closing level of

the Index is greater

than or equal to

the Initial Value.

Automatic Call

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 plus (c) any previously unpaid Contingent Interest Payments for any prior Review

Dates.

No further payments will be made on the notes.

The closing level of

the Index is less

than the Initial

Value.

No

Automatic

Call

The closing level of the

Index is greater than or

equal to the Interest

Barrier.

You will receive (a) a Contingent Interest

Payment on the applicable Interest

Payment Date plus (b) any previously

unpaid Contingent Interest Payments for

any prior Review Dates.

Proceed to the next Review Date.

The closing level of the

Index 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-6| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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 plus (c) any

previously unpaid Contingent Interest

Payments for any prior Review Dates.

Proceed to maturity

The Final Value is less than the Trigger

Value.

You will receive:

$1,000 + ($1,000 × Index Return)

Under these circumstances, you will

lose some or all of your principal

amount at maturity.

PS-7| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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

36

$375.0000

35

$364.5833

34

$354.1667

33

$343.7500

32

$333.3333

31

$322.9167

30

$312.5000

29

$302.0833

28

$291.6667

27

$281.2500

26

$270.8333

25

$260.4167

24

$250.0000

23

$239.5833

22

$229.1667

21

$218.7500

20

$208.3333

19

$197.9167

18

$187.5000

17

$177.0833

16

$166.6667

15

$156.2500

14

$145.8333

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 Index, assuming a range of performances for the

hypothetical Index 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 60.00 (equal to 60.00% 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 level of the Index on the Pricing Date and will be provided in the pricing supplement. For

historical data regarding the actual closing levels of the Index, please see the historical information set forth under “Hypothetical Back-

Tested Data and Historical Information” 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-8| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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

Date

Closing Level

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 level of the Index 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 level of the Index 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 Level

Payment (per $1,000 principal amount note)

First Review Date

95.00

$10.4167

Second Review Date

85.00

$10.4167

Third through Thirty-Fifth

Review Dates

Less than Interest Barrier

$0

Final Review Date

90.00

$1,354.1667

Total Payment

$1,375.00 (37.50% 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 $1,354.1667 (or $1,000 plus the Contingent Interest Payment applicable to the

final Review Date plus the unpaid Contingent Interest Payments for any prior Review Dates). 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 $1,375.00.

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

Date

Closing Level

Payment (per $1,000 principal amount note)

First Review Date

50.00

$0

Second Review Date

55.00

$0

Third through Thirty-Fifth

Review Dates

Less than Interest Barrier

$0

Final Review Date

50.00

$500.00

Total Payment

$500.00 (-50.00% return)

Because the notes have not been automatically called, the Final Value is less than the Trigger Value and the Index Return is -50.00%,

the payment at maturity will be $500.00 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 × (-50.00%)] = $500.00

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-9| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

Selected Risk Considerations

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

accompanying prospectus supplement, product supplement and underlying 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 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 40.00% 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 (and we

will pay you any previously unpaid Contingent Interest Payments for any prior Review Dates) only if the closing level of the Index

on that Review Date is greater than or equal to the Interest Barrier. If the closing level of the Index on that Review Date is less than

the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date. You will not receive any unpaid

Contingent Interest Payments if the closing level of the Index on each subsequent Review Date is less than the Interest Barrier.

Accordingly, if the closing level of the Index on each Review Date is less than the Interest Barrier, you will not receive any interest

payments over the term of the notes.

● THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION —

The Index is subject to a 6.0% per annum daily deduction. As a result, the level of the Index will trail the value of an identically

constituted synthetic portfolio that is not subject to any such deduction.

This deduction will place a significant drag on the performance of the Index, potentially offsetting positive returns on the Index’s

investment strategy, exacerbating negative returns of its investment strategy and causing the level of the Index to decline steadily if

the return of its investment strategy is relatively flat. The Index will not appreciate unless the return of its investment strategy is

sufficient to offset the negative effects of this deduction, and then only to the extent that the return of its investment strategy is

greater than this deduction. As a result of this deduction, the level of the Index may decline even if the return of its investment

strategy is otherwise positive.

The daily deduction is one of the inputs our affiliates’ internal pricing models use to value the derivative or derivatives underlying

the economic terms of the notes for purposes of determining the estimated value of the notes set forth on the cover of this pricing

supplement. The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic terms of

the notes. See “The Estimated Value of the Notes” and “— Risks Relating to the Estimated Value and Secondary Market Prices of

the Notes” in this pricing supplement.

● THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A NOTIONAL FINANCING COST —

Since the Amendment Effective Date, the performance of the Underlying Asset has been subject to a notional financing cost

deducted daily. The notional financing cost is intended to approximate the cost of maintaining a position in the QQQ Fund using

borrowed funds at a rate of interest equal to the daily SOFR rate plus a fixed spread. The actual cost of maintaining a position in

the QQQ Fund at any time may be less than the notional financing cost. As a result of this deduction, the level of the Index will trail

the value of an identically constituted synthetic portfolio that is not subject to any such deduction.

● 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 Index, which may be significant. You will not participate in any appreciation of the Index.

● 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 Index.

PS-10| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

● 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 QQQ FUND OR THE SECURITIES HELD BY THE QQQ FUND OR HAVE ANY

RIGHTS WITH RESPECT TO THE QQQ FUND OR THOSE SECURITIES.

● THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER VALUE

IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE.

● JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED

RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN

THE FUTURE —

Any research, opinions or recommendations could affect the market value of the notes. Investors should undertake their own

independent investigation of the merits of investing in the notes, the Index and the components of the Index.

● 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.

Risks Relating to Conflicts of Interest

● POTENTIAL CONFLICTS —

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

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

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

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

supplement.

An affiliate of ours currently has a 10% equity interest in the Index Sponsor, with a right to appoint an employee of JPMS, another

of our affiliates, as a member of the board of directors of the Index Sponsor. The Index Sponsor can implement policies, make

judgments or enact changes to the Index methodology that could negatively affect the performance of the Index. The Index

Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversely

affect the value of the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising

the Index, and we, JPMS, our other affiliates and our respective employees are under no obligation to consider your interests as an

investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the role of

an employee of JPMS as a member of the board of directors of the Index Sponsor.

In addition, JPMS worked with the Index Sponsor in developing the guidelines and policies governing the composition and

calculation of the Index. Although judgments, policies and determinations concerning the Index were made by JPMS, JPMorgan

Chase & Co., as the parent company of JPMS, ultimately controls JPMS. The policies and judgments for which JPMS was

responsible could have an impact, positive or negative, on the level of the Index and the value of your notes. JPMS is under no

obligation to consider your interests as an investor in the notes in its role in developing the guidelines and policies governing the

Index or making judgments that may affect the level of the Index.

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

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

THE NOTES —

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

notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are

included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our

affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging

our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.

● THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER

FROM OTHERS’ ESTIMATES —

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

● 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.

PS-11| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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

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

PERIOD —

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

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

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

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

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

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

NOTES —

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

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

also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging

costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the

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

the Maturity Date could result in a substantial loss to you.

● SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —

The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which

may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging

costs and the level of the Index. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for

the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price

of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks

Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be

impacted by many economic and market factors” in the accompanying product supplement.

Risks Relating to the Index

● THE INDEX SPONSOR MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS LEVEL, AND THE INDEX SPONSOR HAS

NO OBLIGATION TO CONSIDER YOUR INTERESTS —

The Index Sponsor is responsible for maintaining the Index. The Index Sponsor can add, delete or substitute the components of

the Index or make other methodological changes that could affect the level of the Index. The Index Sponsor has no obligation to

consider your interests in calculating or revising the Index.

● THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED

IN RESPECT OF THE UNDERLYING ASSET —

No assurance can be given that the investment strategy on which the Index is based will be successful or that the Index will

outperform any alternative strategy that might be employed with respect to the Underlying Asset.

● THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY —

No assurance can be given that the Index will maintain an annualized realized volatility that approximates its target volatility of

35%. The Index’s target volatility is a level of implied volatility and therefore the actual realized volatility of the Index may be

greater or less than the target volatility. On each weekly Index rebalance day, the Index’s exposure to the Underlying Asset is set

equal to (a) the 35% implied volatility target divided by (b) the one-week implied volatility of the QQQ Fund, subject to a maximum

exposure of 500%. The Index uses the implied volatility of the QQQ Fund as a proxy for the realized volatility of the Underlying

Asset. However, there is no guarantee that the methodology used by the Index to determine the implied volatility of the QQQ Fund

will be representative of the realized volatility of the QQQ Fund. The volatility of the Underlying Asset on any day may change

quickly and unexpectedly and realized volatility may differ significantly from implied volatility. In general, over time, the realized

volatility of the QQQ Fund has tended to be lower than its implied volatility; however, at any time that realized volatility may exceed

its implied volatility, particularly during periods of market volatility. Accordingly, the actual annualized realized volatility of the Index

may be greater than or less than the target volatility, which may adversely affect the level of the Index and the value of the notes.

● THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE —

On a weekly Index rebalance day, the Index will employ leverage to increase the exposure of the Index to the Underlying Asset if

the implied volatility of the QQQ Fund is below 35%, subject to a maximum exposure of 500%. Under normal market conditions in

the past, the QQQ Fund has tended to exhibit an implied volatility below 35%. Accordingly, the Index has generally employed

leverage in the past, except during periods of elevated volatility. When leverage is employed, any movements in the prices of the

Underlying Asset will result in greater changes in the level of the Index than if leverage were not used. In particular, the use of

leverage will magnify any negative performance of the Underlying Asset, which, in turn, would negatively affect the performance of

the Index. Because the Index’s leverage is adjusted only on a weekly basis, in situations where a significant increase in volatility is

accompanied by a significant decline in the price of the Underlying Asset, the level of the Index may decline significantly before the

following Index rebalance day when the Index’s exposure to the Underlying Asset would be reduced. In addition, the notional

financing cost deducted daily will be magnified by any leverage provided by the Index.

● THE INDEX MAY BE SIGNIFICANTLY UNINVESTED —

On a weekly Index rebalance day, the Index’s exposure to the Underlying Asset will be less than 100% when the implied volatility

of the QQQ Fund is above 35%. If the Index’s exposure to the Underlying Asset is less than 100%, the Index will not be fully

invested, and any uninvested portion will earn no return. The Index may be significantly uninvested on any given day, and will

realize only a portion of any gains due to appreciation of the Underlying Asset on any such day. The 6.0% per annum deduction is

deducted daily, even when the Index is not fully invested.

PS-12| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

● AN INVESTMENT IN THE NOTES WILL BE SUBJECT TO RISKS ASSOCIATED WITH NON-U.S. SECURITIES —

Some of the equity securities held by the QQQ Fund are issued by non-U.S. companies. Investments in securities linked to the

value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of those non-U.S. equity

securities. The prices of securities issued by non-U.S. companies may be affected by political, economic, financial and social

factors in the home countries of those issuers, or global regions, including changes in government, economic and fiscal policies

and currency exchange laws.

● THERE ARE RISKS ASSOCIATED WITH THE QQQ FUND —

The QQQ Fund is subject to management risk, which is the risk that the investment strategies of the QQQ Fund’s investment

adviser, the implementation of which is subject to a number of constraints, may not produce the intended results. These constraints

could adversely affect the market price of the shares of the QQQ Fund and, consequently, the value of the notes.

● THE PERFORMANCE AND MARKET VALUE OF THE QQQ FUND, PARTICULARLY DURING PERIODS OF MARKET

VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THE QQQ FUND’S UNDERLYING INDEX AS WELL AS

THE NET ASSET VALUE PER SHARE —

The QQQ Fund does not fully replicate its underlying index and may hold securities different from those included in its underlying

index. In addition, the performance of the QQQ Fund will reflect additional transaction costs and fees that are not included in the

calculation of its underlying index. All of these factors may lead to a lack of correlation between the performance of the QQQ Fund

and its underlying index. In addition, corporate actions with respect to the equity securities underlying the QQQ Fund (such as

mergers and spin-offs) may impact the variance between the performances of the QQQ Fund and its underlying index. Finally,

because the shares of the QQQ Fund are traded on a securities exchange and are subject to market supply and investor demand,

the market value of one share of the QQQ Fund may differ from the net asset value per share of the QQQ Fund.

During periods of market volatility, securities underlying the QQQ Fund may be unavailable in the secondary market, market

participants may be unable to calculate accurately the net asset value per share of the QQQ Fund and the liquidity of the QQQ

Fund may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and

redeem shares of the QQQ Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market

participants are willing to buy and sell shares of the QQQ Fund. As a result, under these circumstances, the market value of shares

of the QQQ Fund may vary substantially from the net asset value per share of the QQQ Fund. For all of the foregoing reasons, the

performance of the QQQ Fund may not correlate with the performance of its underlying index as well as the net asset value per

share of the QQQ Fund, which could materially and adversely affect the value of the notes in the secondary market and/or reduce

any payment on the notes.

● HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND

ARE SUBJECT TO INHERENT LIMITATIONS, AND THE HISTORICAL AND HYPOTHETICAL BACK-TESTED

PERFORMANCE OF THE INDEX ARE NOT INDICATIONS OF ITS FUTURE PERFORMANCE —

The hypothetical back-tested performance of the Index set forth under “Hypothetical Back-Tested Data and Historical Information”

in this pricing supplement is purely theoretical and does not represent the actual historical performance of the Index and has not

been verified by an independent third party. Hypothetical back-tested performance measures have inherent limitations.

Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested model that has been

designed with the benefit of hindsight. Alternative modelling techniques might produce significantly different results and may prove

to be more appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.

This type of information has inherent limitations, and you should carefully consider these limitations before placing reliance on such

information.

In addition, the QQQ Fund replaced the Futures Contracts as the Underlying Asset on the Amendment Effective Date. No

assurance can be provided that the QQQ Fund is an appropriate substitute for the Futures Contracts. This replacement may

adversely affect the performance of the Index and the value of the notes, as the QQQ Fund, subject to a notional financing cost,

may perform worse, perhaps significantly worse, than the Futures Contracts. The Index lacks any operating history with the QQQ

Fund as the Underlying Asset prior to the Amendment Effective Date and may perform in unanticipated ways. Investors in the

notes should bear this difference in mind when evaluating the historical and hypothetical back-tested performance shown in this

pricing supplement.

● OTHER KEY RISK:

o THE INDEX WAS ESTABLISHED ON JUNE 22, 2021 AND MAY PERFORM IN UNANTICIPATED WAYS.

Please refer to the “Risk Factors” section of the accompanying underlying supplement for more details regarding the above-

listed and other risks.

PS-13| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

Hypothetical Back-Tested Data and Historical Information

The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly

closing levels of the Index from January 4, 2019 through June 18, 2021, and the historical performance of the Index based on the

weekly historical closing levels of the Index from June 25, 2021 through July 26, 2024. The Index was established on June 22, 2021, as

represented by the vertical line in the following graph. All data to the left of that vertical line reflect hypothetical back-tested performance

of the Index. All data to the right of that vertical line reflect actual historical performance of the Index. The closing level of the Index on

August 1, 2024 was 10,851.69. We obtained the closing levels above and below from the Bloomberg Professional

®

service

("Bloomberg"), without independent verification.

The data for the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not

represent the actual historical performance of the Index. See “Selected Risk Considerations — Risks Relating to the Index —

Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations,

and the Historical and Hypothetical Back-Tested Performance of the Index Are Not Indications of Its Future Performance” above.

The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and

no assurance can be given as to the closing level of the Index on the Pricing Date or any Review Date. There can be no assurance that

the performance of the Index will result in the return of any of your principal amount or the payment of any interest.

Hypothetical Back-Tested and Historical Performance of the

MerQube US Tech+ Vol Advantage Index

Source: Bloomberg

The hypothetical back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third

party. These hypothetical back-tested closing levels are determined by means of a retroactive application of a back-tested model

designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No

representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling

techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more

appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.

PS-14| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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. Based on the

advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that 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.

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 — 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.

PS-15| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

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

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

Secondary Market Prices of the Notes

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

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

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

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

JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,

projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates

for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the

stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a

profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as

determined by our affiliates. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices

of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May

Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the

notes. See “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 MerQube US Tech+ Vol Advantage Index” in this pricing supplement for a description of the market

exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other

affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent

in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.

Additional Terms Specific to the Notes

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable

agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any

changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.

You may also choose to reject such changes, in which case we may reject your offer to purchase.

PS-16| Structured Investments

Auto Callable Contingent Interest Notes Linked to the MerQube US Tech+

Vol Advantage Index

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying

prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus

addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying

supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all

other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,

correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of

ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying

prospectus supplement, the accompanying product supplement and the accompanying underlying 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

● Underlying supplement no. 5-II dated March 5, 2024:

http://www.sec.gov/Archives/edgar/data/19617/000121390024020078/ea0200816-01_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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