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. 1-I dated April 13, 2023, 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 VanEck

®

Junior Gold Miners ETF due February 24, 2027

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

● The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which

the closing price of one share of the VanEck

®

Junior Gold Miners ETF, which we refer to as the Fund, is greater than or

equal to 60.00% 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 Fund on any Review Date (other than the first

through eleventh 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 August 19, 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 August 19, 2024 and are expected to settle on or about August 22, 2024.

● CUSIP: 48135PJ51

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,

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

—

$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) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an

investment adviser. These broker-dealers will forgo any commissions related to these sales. 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 $970.20 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 $950.00 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 VanEck

®

Junior Gold

Miners ETF

Key Terms

Issuer: JPMorgan Chase Financial Company LLC, a direct,

wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Fund: The VanEck

®

Junior Gold Miners ETF (Bloomberg ticker:

GDXJ)

Contingent Interest Payments:

If the notes have not been automatically called and the closing

price of one share of the Fund 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

$8.875 (equivalent to a Contingent Interest Rate of at least

10.65% per annum, payable at a rate of at least 0.8875% per

month) (to be provided in the pricing supplement).

If the closing price of one share of the Fund 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 10.65% per annum, payable

at a rate of at least 0.8875% 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 19, 2024

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

22, 2024

Review Dates*: September 19, 2024, October 21, 2024,

November 19, 2024, December 19, 2024, January 21, 2025,

February 19, 2025, March 19, 2025, April 21, 2025, May 19,

2025, June 20, 2025, July 21, 2025, August 19, 2025,

September 19, 2025, October 20, 2025, November 19, 2025,

December 19, 2025, January 20, 2026, February 19, 2026,

March 19, 2026, April 20, 2026, May 19, 2026, June 22, 2026,

July 20, 2026, August 19, 2026, September 21, 2026, October

19, 2026, November 19, 2026, December 21, 2026, January 19,

2027 and February 19, 2027 (final Review Date)

Interest Payment Dates*: September 24, 2024, October 24,

2024, November 22, 2024, December 24, 2024, January 24,

2025, February 24, 2025, March 24, 2025, April 24, 2025, May

22, 2025, June 25, 2025, July 24, 2025, August 22, 2025,

September 24, 2025, October 23, 2025, November 24, 2025,

December 24, 2025, January 23, 2026, February 24, 2026,

March 24, 2026, April 23, 2026, May 22, 2026, June 25, 2026,

July 23, 2026, August 24, 2026, September 24, 2026, October

22, 2026, November 24, 2026, December 24, 2026, January 22,

2027 and the Maturity Date

Maturity Date*: February 24, 2027

Call Settlement Date*: If the notes are automatically called on

any Review Date (other than the first through eleventh 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 Fund on any Review

Date (other than the first through eleventh 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 × Fund 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.

Fund Return:

(Final Value – Initial Value)

Initial Value

Initial Value: The closing price of one share of the Fund on the

Pricing Date

Final Value: The closing price of one share of the Fund on the

final Review Date

Share Adjustment Factor: The Share Adjustment Factor is

referenced in determining the closing price of one share of the

Fund and is set equal to 1.0 on the Pricing Date. The Share

Adjustment Factor is subject to adjustment upon the occurrence

of certain events affecting the Fund. See “The Underlyings —

Funds — Anti-Dilution Adjustments” in the accompanying

product supplement for further information.

PS-2| Structured Investments

Auto Callable Contingent Interest Notes Linked to the VanEck

®

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Miners ETF

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 through Eleventh Review Dates

First through Eleventh Review Dates

Compare the closing price of one share of the Fund to the Interest Barrier on each Review Date until the final Review Date or any earlier automatic call.

The closing price of one share of the Fund 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 Fund 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 through Eleventh and Final Review Dates)

Review Dates (Other than the First through Eleventh and Final Review Dates)

Initial

Value

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

until the final Review Date or any earlier automatic call.

The closing price of

one share of the

Fund 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.

No further payments will be made on the notes.

The closing price of

one share of the

Fund is less than

the Initial Value.

No

Automatic

Call

The closing price of one

share of the Fund 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 Fund 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.

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®

Junior Gold

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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 × Fund 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 10.65% 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 10.65% per annum.

Number of Contingent

Interest Payments

Total Contingent Interest

Payments

30

$266.250

29

$257.375

28

$248.500

27

$239.625

26

$230.750

25

$221.875

24

$213.000

23

$204.125

22

$195.250

21

$186.375

20

$177.500

19

$168.625

18

$159.750

17

$150.875

16

$142.000

15

$133.125

14

$124.250

13

$115.375

12

$106.500

11

$97.625

10

$88.750

9

$79.875

8

$71.000

7

$62.125

6

$53.250

5

$44.375

4

$35.500

3

$26.625

2

$17.750

1

$8.875

0

$0.000

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®

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Hypothetical Payout Examples

The following examples illustrate payments on the notes linked to a hypothetical Fund, assuming a range of performances for the

hypothetical Fund 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 10.65% per annum (payable at a rate of 0.8875% 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 Fund 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 Fund, please see the historical information set

forth under “The Fund” 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.

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

Date

Closing Price

Payment (per $1,000 principal amount note)

First Review Date

$105.00

$8.875

Second Review Date

$110.00

$8.875

Third through Eleventh

Review Dates

Greater than Initial Value

$8.875

Twelfth Review Date

$110.00

$1,008.875

Total Payment

$1,106.50 (10.65% return)

Because the closing price of one share of the Fund on the twelfth 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 $1,008.875 (or $1,000 plus the Contingent

Interest Payment applicable to the twelfth Review Date), payable on the applicable Call Settlement Date. The notes are not

automatically callable before the twelfth Review Date, even though the closing price of one share of the Fund on each of the first

through eleventh 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 $1,106.50. 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

$8.875

Second Review Date

$85.00

$8.875

Third through Twenty-

Ninth Review Dates

Less than Interest Barrier

$0

Final Review Date

$90.00

$1,008.875

Total Payment

$1,026.625 (2.6625% 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 $1,008.875 (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 $1,026.625.

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®

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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

$50.00

$0

Second Review Date

$55.00

$0

Third through Twenty-

Ninth 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 Fund 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.

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 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 only if

the closing price of one share of the Fund on that Review Date is greater than or equal to the Interest Barrier. If the closing price of

one share of the Fund 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 Fund 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 in the price of one share of the Fund, which may be significant. You will not participate in any

appreciation in the price of one share of the Fund.

● 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.

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● THERE ARE RISKS ASSOCIATED WITH THE FUND —

The Fund is subject to management risk, which is the risk that the investment strategies of the 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 Fund and, consequently, the value of the notes.

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

MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET

VALUE PER SHARE —

The Fund does not fully replicate its Underlying Index (as defined under “The Fund” below) and may hold securities different from

those included in its Underlying Index. In addition, the performance of the 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 Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying the

Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying Index.

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

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

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

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

Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and

sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from

the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the

performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and adversely

affect the value of the notes in the secondary market and/or reduce any payment on the notes.

● NON-U.S. SECURITIES RISK —

The non-U.S. equity securities held by the Fund have been 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 and/or the securities markets in the home

countries of the issuers of those non-U.S. equity securities. Also, with respect to equity securities that are not listed in the U.S.,

there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S.

companies that are subject to the reporting requirements of the SEC.

● THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK —

Because the prices of the non-U.S. equity securities held by the Fund are converted into U.S. dollars for purposes of calculating

the net asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the

currencies in which the non-U.S. equity securities held by the Fund trade. Your net exposure will depend on the extent to which

those currencies strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund

denominated in each of those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those

currencies, the price of the Fund will be adversely affected and any payment on the notes may be reduced.

● RISKS ASSOCIATED WITH THE GOLD AND SILVER MINING INDUSTRIES —

All or substantially all of the equity securities held by the Fund are issued by companies whose primary line of business is directly

associated with the gold and/or silver mining industries. As a result, the value of the notes may be subject to greater volatility and

be more adversely affected by a single economic, political or regulatory occurrence affecting these industries than a different

investment linked to securities of a more broadly diversified group of issuers. Investments related to gold and silver are considered

speculative and are affected by a variety of factors. Competitive pressures may have a significant effect on the financial condition

of gold and silver mining companies. Also, gold and silver mining companies are highly dependent on the price of gold and silver

bullion, respectively, but may also be adversely affected by a variety of worldwide economic, financial and political factors. The

price of gold and silver may fluctuate substantially over short periods of time, so the Fund's share price may be more volatile than

other types of investments. Fluctuation in the prices of gold and silver may be due to a number of factors, including changes in

inflation, changes in currency exchange rates and changes in industrial and commercial demand for metals (including fabricator

demand). Additionally, increased environmental or labor costs may depress the value of metal investments. These factors could

affect the gold and silver mining industries and could affect the value of the equity securities held by the Fund and the price of the

Fund during the term of the notes, which may adversely affect the value of your notes.

● 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 in the closing price of one share of the Fund.

● THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —

If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year 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 FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS

WITH RESPECT TO THE FUND OR THOSE SECURITIES.

● THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —

The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.

However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an

event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and

adversely affected.

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● THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE FUND FALLING BELOW THE INTEREST BARRIER OR THE

TRIGGER VALUE IS GREATER IF THE PRICE OF ONE SHARE OF THE FUND 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 J.P. Morgan Securities LLC, which we refer to as 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 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 structuring and hedging the notes are included in

the original issue price of the notes. These costs include 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).

● 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 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 projected hedging profits, if any, estimated hedging costs and the price of

one share of the Fund. 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 Fund

The VanEck

®

Junior Gold Miners ETF is an exchange-traded fund of the VanEck

®

ETF Trust, a registered investment company, that

seeks to replicate as closely as possible, before fees and expenses, the price and yield performance of the MVIS

®

Global Junior Gold

Miners Index, which we refer to as the Underlying Index with respect to the VanEck

®

Junior Gold Miners ETF. The MVIS

®

Global

Junior Gold Miners Index is a modified market capitalization weighted index that is designed to track the performance of the global gold

and silver mining small-cap segment. For additional information about the VanEck

®

Junior Gold Miners ETF, see “Fund Descriptions —

The VanEck

®

ETFs” in the accompanying underlying supplement.

PS-8| Structured Investments

Auto Callable Contingent Interest Notes Linked to the VanEck

®

Junior Gold

Miners ETF

Historical Information

The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of the

Fund from January 4, 2019 through July 26, 2024. The closing price of one share of the Fund on August 1, 2024 was $44.91. 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 actions taken by the Fund, such as stock splits.

The historical closing prices of one share of the Fund 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 Fund on the Pricing Date or any Review Date. There can be no assurance that the

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

Historical Performance of the VanEck

®

Junior Gold Miners ETF

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. 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.

PS-9| Structured Investments

Auto Callable Contingent Interest Notes Linked to the VanEck

®

Junior Gold

Miners ETF

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 structuring and

hedging the notes are included in the original issue price of the notes. These costs include 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 VanEck

®

Junior Gold

Miners ETF

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 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 Fund” 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 (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 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 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

● Underlying supplement no. 1-I dated April 13, 2023:

http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_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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