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 February
5, 2025
| JPMorgan Chase Financial Company LLC |
February 2025 |
| |
Pricing Supplement |
| |
Registration Statement Nos. 333-270004 and 333-270004-01 |
| |
Dated February , 2025 |
| |
Filed pursuant to Rule 424(b)(2) |
Structured Investments
Opportunities in U.S. Equities
Dual Directional Buffered Participation Securities Based
on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
Fully and Unconditionally Guaranteed by
JPMorgan Chase & Co.
The Dual Directional Buffered Participation Securities, which we refer
to as the securities, will pay no interest and provide a minimum payment at maturity of only 12.50% of the stated principal amount. At
maturity, if the underlying index has appreciated in value, investors will receive the stated principal amount of their investment plus
a return reflecting 100% of the upside performance of the underlying index, subject to a maximum payment at maturity. If the underlying
index has declined in value but by no more than the specified buffer amount, investors will receive at maturity the stated principal amount
of their investment plus an unleveraged positive return equal to the absolute value of the percentage decline, which will effectively
be limited to a positive 12.50% return. However, if the underlying index has declined by more than the buffer amount, at maturity investors
will lose the benefit of the absolute return feature and will lose 1% for every 1% decline beyond the specified buffer amount, subject
to the minimum payment at maturity of 12.50% of the stated principal amount. Investors may lose up to 87.50% of the stated principal amount
of the securities at maturity. The securities are for investors who seek an equity based return who are willing to risk their principal
and forgo current income and upside above the maximum payment at maturity in exchange for the absolute return and the buffer features
that in each case apply only to a limited range of performance of the underlying index. The securities 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., issued as part of JPMorgan Financial’s Medium-Term Notes, Series A, program. Any payment
on the securities is subject to the credit risk of JPMorgan Financial, as issuer of the securities, and the credit risk of JPMorgan Chase
& Co., as guarantor of the securities.
| SUMMARY TERMS |
| Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
| Guarantor: |
JPMorgan Chase & Co. |
| Underlying index: |
S&P 500® Index (Bloomberg ticker: SPX Index) |
| Aggregate principal amount: |
$ |
| Payment at maturity: |
If the final index value is greater than the initial index value, for each $1,000 stated principal amount security, |
| |
$1,000 + upside payment |
| |
In no event will the payment at maturity exceed the maximum payment at maturity. |
| |
If the final index value is equal to the initial index value or is less than the initial index value but has decreased from the initial index value by an amount less than or equal to the buffer amount of 12.50%, for each $1,000 stated principal amount security, |
| |
$1,000 + ($1,000 × absolute index return) |
| |
In this scenario, you will receive a 1% positive return on the securities
for each 1% negative return on the underlying index. In no event will this amount exceed the stated principal amount plus $125.00.
If the final index value is less than the initial index value
and has decreased from the initial index value by an amount greater than the buffer amount of 12.50%, for each $1,000 stated principal
amount security, |
| |
($1,000 × index performance factor) + $125.00 |
| |
This amount will be less than the stated principal amount of $1,000 per security. However, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., under no circumstances will the securities pay less than $125.00 per security at maturity. |
| Upside payment: |
$1,000 × index percent change |
| Index percent change: |
(final index value – initial index value) / initial index value |
| Absolute index return: |
The absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return. |
| Buffer amount: |
12.50% |
| Index performance factor: |
final index value / initial index value |
| Maximum payment at maturity: |
At least $1,221.50 (at least 122.15% of the stated principal amount) per security. The actual maximum payment at maturity will be provided in the pricing supplement and will not be less than $1,221.50 per security. |
| Minimum payment at maturity: |
$125.00 per security (12.50% of the stated principal amount) |
| Stated principal amount: |
$1,000 per security |
| Issue price: |
$1,000 per security (see “Commissions and issue price” below) |
| Pricing date: |
February , 2025 (expected to price on or about February 10, 2025) |
| Original issue date (settlement date): |
February , 2025 (3 business days after the pricing date) |
| Valuation date*: |
May 10, 2027 |
| Maturity date*: |
May 13, 2027 |
| Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
| |
Terms continued on the following page |
| Commissions and issue price: |
Price to public(1) |
Fees and commissions |
Proceeds to issuer |
| Per security |
$1,000.00 |
$17.50(2) |
$978.125 |
| |
|
$4.375(3) |
|
| Total |
$ |
$ |
$ |
| (1) | See “Additional Information about the Securities — Supplemental use of proceeds and hedging” in this document
for information about the components of the price to public of the securities. |
| (2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith
Barney LLC (“Morgan Stanley Wealth Management”). In no event will these selling commissions exceed $17.50 per $1,000 stated
principal amount security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth
Management by the agent or its affiliates of $4.375 for each $1,000 stated principal amount security |
* 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
If the securities priced today and assuming a maximum payment
at maturity equal to the minimum listed above, the estimated value of the securities would be approximately $972.10 per $1,000
stated principal amount security. The estimated value of the securities on the pricing date will be provided in the pricing
supplement and will not be less than $950.00 per $1,000 stated principal amount security. See “Additional Information about
the Securities — The estimated value of the securities” in this document for additional information.
Investing in the securities 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 “Risk Factors” beginning on page 7 of this
document.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this
document or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any
representation to the contrary is a criminal offense.
The securities 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.
You should
read this document together with the related product supplement, underlying
supplement, prospectus supplement, prospectus and prospectus addendum, each of which can be accessed via the hyperlinks below. Please
also see “Additional Information about the Securities” at the end of this document.
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
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
| Terms continued from previous page: |
| Initial index value: |
The closing level of the underlying index on the pricing date |
| Final index value: |
The closing level of the underlying index on the valuation date |
| CUSIP / ISIN: |
48136BPE5 / US48136BPE55 |
| Listing: |
The securities will not be listed on any securities exchange. |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
Investment Summary
Dual Directional Buffered Participation Securities
Principal at Risk Securities
The Dual Directional Buffered Participation Securities Based on
the Value of the S&P 500® Index due May 13, 2027 can be used:
| § | To potentially achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum payment
at maturity. |
| § | To provide an unleveraged positive return in the event of a decline of the underlying index but only if the decline is less than
or equal to the buffer amount. |
| § | To obtain a buffer against a specified level of negative performance of the underlying index. |
| Maturity: |
27 months |
| Maximum payment at maturity: |
At least $1,221.50 (at least 122.15% of the stated principal amount) per security (to be provided in the pricing supplement) |
| Buffer amount: |
12.50% |
| Minimum payment at maturity: |
$125.00 per security. Investors may lose up to 87.50% of the stated principal amount of the securities at maturity. |
Supplemental Terms of the Securities
For purposes of the accompanying product supplement, the underlying
index is an “Index.”
Any values of the underlying index, and any values derived therefrom,
included in this document may be corrected, in the event of manifest error or inconsistency, by amendment of this document and the corresponding
terms of the securities. Notwithstanding anything to the contrary in the indenture governing the securities, that amendment will become
effective without consent of the holders of the securities or any other party.
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
Key Investment Rationale
The securities offer exposure to an underlying asset, which may
be equities, commodities and/or currencies, and the opportunity, through the absolute return feature, to earn a positive return at maturity
for a limited range of negative performance of the underlying asset. If the underlying asset has decreased in value by more than the specified
buffer amount, investors are exposed to the negative performance of the underlying asset, subject to the minimum payment at maturity.
At maturity, if the underlying asset has appreciated, investors will receive the stated principal amount of their investment plus
a return reflecting 100% of the upside performance of the underlying asset, subject to the maximum payment at maturity. At maturity, if
the underlying asset has depreciated but by no more than the specified buffer amount, investors will receive the stated principal amount
of their investment plus an unleveraged positive return equal to the absolute value of the percentage decline in the underlying
asset, which will effectively be limited to a positive 12.50% return. However, at maturity, if the underlying asset has depreciated by
more than the buffer amount, the investor will lose the benefit of the absolute return feature and will lose 1% for every 1% decline beyond
the specified buffer amount. Investors may lose up to 87.50% of the stated principal amount of the securities at maturity.
| Absolute Return Feature |
The securities offer investors an opportunity to earn an unleveraged positive return if the final index value is less than the initial index value but has decreased from the initial index value by an amount less than or equal to the buffer amount. |
| Upside Scenario |
The underlying index increases in value and, at maturity, the securities pay the stated principal amount of $1,000 plus a return equal to 100.00% of the index percent change, subject to the maximum payment at maturity of at least $1,221.50 (at least 122.15% of the stated principal amount) per security. The actual maximum payment at maturity will be provided in the pricing supplement. |
| Absolute Return Scenario |
The final index value is equal to the initial index value or is less than the initial index value but has decreased from the initial index value by an amount less than or equal to the buffer amount of 12.50%. In this case, the securities pay a 1% positive return for each 1% negative return of the underlying index. For example, if the final index value is 5% less than the initial index value, the securities will provide a total positive return of 5% at maturity. The maximum return you may receive in this scenario is a positive 12.50% return at maturity. |
| Downside Scenario |
The underlying index declines in value by more than 12.50% and, at maturity, the securities pay an amount that is less than the stated principal amount by an amount that is proportionate to the percentage decline of the final index value from the initial index value, plus the buffer amount of 12.50%. (Example: if the underlying index decreases in value by 30%, the securities will pay an amount that is less than the stated principal amount by 30% plus the buffer amount of 12.50%, or $825.00 per security.) The minimum payment at maturity is $125.00 per security, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on the
securities based on the following terms:
| Stated principal amount: |
$1,000 per security |
| Hypothetical maximum payment at maturity: |
$1,221.50 (122.15% of the stated principal amount) per security (which represents the lowest hypothetical maximum payment at maturity)* |
| Minimum payment at maturity: |
$125.00 per security |
| *The actual maximum payment at maturity will be provided in the
pricing supplement and will not be less than $1,221.50 per security. |
| Dual Directional Buffered Participation Securities Payoff Diagram |
 |
How it works
| § | Upside
Scenario. If the final index value is greater than the initial index value, for each $1,000 principal amount security investors
will receive the $1,000 stated principal amount plus a return equal to 100.00% of the appreciation of the underlying index over
the term of the securities, subject to the maximum payment at maturity. Under the hypothetical terms of the securities, an investor will
realize the hypothetical maximum payment at maturity at a final index value of 122.15% of the initial index value. |
| § | For example, if the underlying index appreciates 5%, investors will receive a 5% return, or $1,050.00 per security. |
| § | Absolute
Return Scenario. If the final index value is equal to the initial index value or is less than the initial index value but
has decreased from the initial index value by an amount less than or equal to the buffer amount of 12.50%, investors will receive a 1%
positive return on the securities for each 1% negative return of the underlying index. |
| § | For example, if the underlying index declines 5%, investors will receive a 5% return, or $1,050.00 per security. |
| § | The maximum return you may receive in this scenario is a positive 12.50% return at maturity. |
| § | Downside Scenario. If the final index value
is less than the initial index value and has decreased from the initial index value by an amount greater than the buffer amount of 12.50%,
investors will lose the benefit of the absolute return feature and will instead receive an amount that is less than the stated principal
amount by an amount proportionate to the percentage decrease of the final index value from the initial index value plus the buffer
amount of 12.50%. The minimum payment at maturity is $125.00 per security. |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
| § | For example, if the underlying index depreciates 50.00%, investors will lose 37.50% of their principal and receive only $625.00 per
security at maturity, or 62.50% of the stated principal amount. |
The hypothetical returns and hypothetical payments
on the securities shown above apply only if you hold the securities for their entire term. These hypotheticals do not reflect 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.
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk factors for
investors in the securities. For further discussion of these and other risks, you should read the sections entitled “Risk Factors”
of the accompanying prospectus supplement and the accompanying product supplement and Annex A to the accompanying prospectus addendum.
We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
Risks Relating to the Securities Generally
| § | The securities do not pay interest and you could lose up
to 87.50% of your principal at maturity. The terms of the securities differ from those of ordinary
debt securities in that the securities do not pay interest and provide a minimum payment at maturity of only 12.50% of your principal,
subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. If the final index value has declined by an amount greater
than the buffer amount of 12.50% from the initial index value, you will lose the benefit of the absolute return feature and you will instead
receive for each security that you hold a payment at maturity that is less than the stated principal amount of each security by an amount
proportionate to the decline in the value of the underlying index, plus $125.00 per security. Accordingly, you could lose up to
87.50% of your principal. |
| § | The appreciation potential of the securities if the underlying
index has appreciated is limited by the maximum payment at maturity. The appreciation potential of the securities if the underlying
index has appreciated is limited by the maximum payment at maturity of at least $1,221.50 (at least 122.15% of the stated principal amount)
per security. The actual maximum payment at maturity will be provided in the pricing supplement. Because the maximum payment at maturity
will be limited to at least 122.15% of the stated principal amount for the securities, any increase in the final index value by more than
22.15% (if the maximum payment at maturity is set at 122.15% of the stated principal amount) will not further increase the return on the
securities. |
| § | Your maximum downside gain on the securities is limited
by the buffer amount. If the final index value is less than the initial index value but has decreased from the initial index
value by an amount less than or equal to the buffer amount, you will receive at maturity $1,000 plus a return equal to the absolute
index return, which will reflect a 1% positive return for each 1% negative return on the underlying index, subject to an effective limit
of 12.50%. Because you will not receive a positive return if the underlying index has declined below the buffer amount, your maximum
payment at maturity if the underlying index depreciates will be $1,125.00 per security. |
| § | The
securities are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., and any actual or anticipated changes
to our or JPMorgan Chase & Co.’s credit ratings or credit spreads may adversely affect the market value of the securities.
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the securities. Any
actual or anticipated decline in our or JPMorgan Chase & Co.’s credit ratings or increase in our or JPMorgan Chase & Co.’s
credit spreads determined by the market for taking that credit risk is likely to adversely affect the market value of the securities.
If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the
securities 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 securities. 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 securities as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make payments on the
securities, 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. |
| § | Secondary trading may be limited. The securities will not be
listed on a securities exchange. There may be little or no secondary market for the securities. Even if there is a secondary market, it
may not provide enough liquidity to allow you to trade or sell the securities easily. JPMS may act as a market maker for the securities,
but is not required to do so. Because we do not expect that other market makers will participate significantly in the secondary market
for the securities, the price at which you may be able to |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
trade your securities is likely to depend on the price, if
any, at which JPMS is willing to buy the securities. If at any time JPMS or another agent does not act as a market maker, it is likely
that there would be little or no secondary market for the securities.
| § | The final terms and estimated valuation of the securities will be provided in the pricing
supplement. The final terms of the securities will be provided in the pricing supplement. In particular, each of the
estimated value of the securities and the maximum payment at maturity will be provided in the pricing supplement and each may be as low
as the applicable minimum set forth on the cover of this document. Accordingly, you should consider your potential investment in the securities
based on the minimums for the estimated value of the securities and the maximum payment at maturity. |
| § | The tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper
U.S. federal income tax characterization of the securities, and we do not intend to request a ruling from the IRS. The IRS might not accept,
and a court might not uphold, the treatment of the securities described in “Additional Information about the Securities ―
Additional Provisions ― Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the securities, the timing
and character of any income or loss on the securities could differ materially and adversely from our description herein. 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; the relevance of factors such as the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly
with retroactive effect. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement and consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the securities, including possible alternative treatments and the issues presented by this notice. |
Risks Relating to Conflicts
of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the securities and other affiliates
of the issuer may be different from those of investors. We
and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and
as an agent of the offering of the securities, hedging our obligations under the securities and making the assumptions used to determine
the pricing of the securities and the estimated value of the securities, which we refer to as the estimated value of the securities. In
performing these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent
and other affiliates of ours are potentially adverse to your interests as an investor in the securities. The calculation agent
will determine the initial index value and the final index value and will calculate the amount of payment you will receive at maturity.
Determinations made by the calculation agent, including with
respect to the occurrence or non-occurrence of market disruption events, the selection of a successor to the underlying index or calculation
of the final index value in the event of a discontinuation or material change in method of calculation of the underlying index, may affect
the payment to you at maturity. |
In addition,
our and JPMorgan Chase & Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase
& Co.’s economic interests to be adverse to yours and could adversely affect any payment on the securities and the value of
the securities. It is possible that hedging or trading activities of ours or our affiliates in connection with the securities could result
in substantial returns for us or our affiliates while the value of the securities declines. Please refer to “Risk Factors —
Risks Relating to Conflicts of Interest” in the accompanying product supplement for additional information about these risks.
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the securities.
The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the securities
on or prior to the pricing date and prior to maturity could adversely affect the value of the underlying index and, as a result, could
decrease the amount an investor may receive on the securities at maturity. Any of these hedging or trading activities on or prior
to the pricing date could potentially affect the initial index value and, therefore, could potentially increase the level that the final
index value must reach before you receive a payment at maturity that exceeds the issue price of the securities or so that you do not suffer
a loss on your initial investment in the securities.
Additionally, these hedging or trading activities during the term of the securities,
including on the valuation date, could adversely affect the final index value and, accordingly, the payment to you at maturity. It is
possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the
securities declines. |
Risks Relating to the
Estimated Value and Secondary Market Prices of the Securities
| § | The estimated value of the securities will be lower than the original issue
price (price to public) of the securities. The estimated value of the securities is only an estimate
determined by reference to several factors. The original issue price of the securities will exceed the estimated value of the securities
because costs associated with selling, structuring and hedging the securities are included in the original issue price of the securities.
These costs include the selling commissions, the structuring fee, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our obligations under the
securities. See “Additional Information about the Securities — The estimated value of the securities” in this document. |
| § | The estimated value of the securities does not represent future values
of the securities and may differ from others’ estimates. The estimated value of the securities
is determined by reference to internal pricing models of our affiliates. This estimated value of the securities is based on market conditions
and other relevant factors existing at the time of pricing and assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the securities that are
greater than or less than the estimated value of the securities. 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 securities 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 the securities from you in secondary
market transactions. See “Additional Information about the Securities — The estimated value of the securities” in this
document. |
| § | The estimated value of the securities is derived by reference to an internal
funding rate. The internal funding rate used in the determination of the estimated value of the
securities 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 securities as well as the higher
issuance, operational and ongoing liability management costs
of the securities 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 securities. The
use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the securities and any
secondary market prices of the securities. See “Additional Information about the Securities — The estimated value of the securities”
in this document. |
| § | The value of the securities as published by JPMS (and which may be reflected
on customer account statements) may be higher than the then-current estimated value of the securities for a limited time period. We
generally expect that some of the costs included in the original issue price of the securities will be partially paid back to you in connection
with any repurchases of your securities by JPMS in an amount that will decline to zero over an initial predetermined period. These costs
can include selling commissions, the structuring fee, projected hedging profits, if any, and, in some circumstances, estimated hedging
costs and our internal secondary market funding rates for structured debt issuances. See |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
“Additional Information about the Securities —
Secondary market prices of the securities” in this document for additional information relating to this initial period. Accordingly,
the estimated value of your securities during this initial period may be lower than the value of the securities as published by JPMS (and
which may be shown on your customer account statements).
| § | Secondary market prices of the securities will likely be lower than the original issue price of the securities.
Any secondary market prices of the securities will likely be lower than the original issue price of the securities 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, the structuring fee, projected hedging profits, if any, and
estimated hedging costs that are included in the original issue price of the securities. As a result, the price, if any, at which JPMS
will be willing to buy securities 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. See the immediately following risk factor
for information about additional factors that will impact any secondary market prices of the securities. |
The securities are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your securities to maturity. See “— Risks Relating
to the Securities Generally — Secondary trading may be limited” above.
| § | Secondary market prices of the securities will be impacted by many economic
and market factors. The secondary market price of the securities 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, structuring fee, projected hedging
profits, if any, estimated hedging costs and the closing level of the underlying index, including: |
| o | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| o | customary bid-ask spreads for similarly sized trades; |
| o | our internal secondary market funding rates for structured debt issuances; |
| o | the actual and expected volatility of the underlying index; |
| o | the time to maturity of the securities; |
| o | the dividend rates on the equity securities included in the underlying index; |
| o | interest and yield rates in the market generally; and |
| o | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors
and/or third party broker-dealers may publish a price for the securities, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the securities, if any, at which JPMS may be willing to purchase your
securities in the secondary market.
Risks Relating to the Underlying
Index
| § | JPMorgan Chase & Co. is currently one of the companies that make up the underlying index.
JPMorgan Chase & Co. is currently one of the companies that make up the underlying index. JPMorgan Chase & Co. will
not have any obligation to consider your interests as a holder of the securities in taking any corporate action that might affect the
value of the underlying index or the securities. |
| § | Investing in the securities is not equivalent to investing in the
underlying index. Investing in the securities
is not equivalent to investing in the underlying index or its component stocks. Investors in the securities
will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that
constitute the underlying index. |
| § | Adjustments to the underlying index could adversely affect the value of
the securities. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
successor index that is comparable to the discontinued underlying
index and is not precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates.
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment in the securities.
Governmental legislative and regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government,
could prohibit or otherwise restrict persons from holding the securities or the securities included in the underlying index, or engaging
in transactions in them, and any such action could adversely affect the value of the securities or the underlying index. These legislative
and regulatory actions could result in restrictions on the securities. You may lose a significant portion or all of your initial
investment in the securities if you are forced to divest the securities due to the government mandates, especially if such divestment
must be made at a time when the value of the securities has declined. |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
S&P 500® Index Overview
The S&P 500® Index, which is
calculated, maintained and published by S&P Dow Jones Indices LLC, consists of stocks of 500 companies selected to provide a performance
benchmark for the U.S. equity markets. For additional information about the S&P 500® Index, see “Equity Index
Descriptions — The S&P U.S. Indices” in the accompanying underlying supplement.
Information as of market close on February 4, 2025:
| Bloomberg Ticker Symbol: |
SPX |
52 Week High (on 1/23/2025): |
6,118.71 |
| Current Closing Level: |
6,037.88 |
52 Week Low (on 2/5/2024): |
4,942.81 |
| 52 Weeks Ago (on 2/5/2024): |
4,942.81 |
|
|
The following table sets forth the published high and low closing levels,
as well as end-of-quarter closing levels, of the underlying index for each quarter in the period from January 1, 2020 through February
4, 2025. The closing level of the underlying index on February 4, 2025 was 6,037.88. The associated graph shows the closing levels of
the underlying index for each day in the same period. We obtained the closing level information above and in the table and graph below
from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical closing
levels of the underlying index should not be taken as an indication of future performance, and no assurance can be given as to the closing
level of the underlying index on the valuation date. The payment of dividends on the stocks that constitute the underlying index are not
reflected in its closing level and, therefore, have no effect on the calculation of the payment at maturity.
| S&P 500® Index |
High |
Low |
Period End |
| 2020 |
|
|
|
| First Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
| Second Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
| Third Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
| Fourth Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
| 2021 |
|
|
|
| First Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
| Second Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
| Third Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
| Fourth Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
| 2022 |
|
|
|
| First Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
| Second Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
| Third Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
| Fourth Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
| 2023 |
|
|
|
| First Quarter |
4,179.76 |
3,808.10 |
4,109.31 |
| Second Quarter |
4,450.38 |
4,055.99 |
4,450.38 |
| Third Quarter |
4,588.96 |
4,273.53 |
4,288.05 |
| Fourth Quarter |
4,783.35 |
4,117.37 |
4,769.83 |
| 2024 |
|
|
|
| First Quarter |
5,254.35 |
4,688.68 |
5,254.35 |
| Second Quarter |
5,487.03 |
4,967.23 |
5,460.48 |
| Third Quarter |
5,762.48 |
5,186.33 |
5,762.48 |
| Fourth Quarter |
6,090.27 |
5,695.94 |
5,881.63 |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
| S&P 500® Index |
High |
Low |
Period End |
| 2025 |
|
|
|
| First Quarter (through February 4, 2025) |
6,118.71 |
5,827.04 |
6,037.88 |
|
S&P 500®
Index Historical Performance — Daily Closing Levels
January 2, 2020 to February
4, 2025 |
 |
License Agreement. “S&P®” and
“S&P 500®” are trademarks of S&P Global, Inc. or its affiliates and have been licensed for use by JPMorgan
Chase & Co. and its affiliates, including JPMorgan Financial. See “Equity Index Descriptions — The S&P U.S. Indices
— License Agreement” in the accompanying underlying supplement.
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
Additional Information about the Securities
Please read this information in conjunction with the terms on the
front cover of this document.
| Additional Provisions: |
| Postponement of maturity date: |
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the third business day following the valuation date as postponed. |
| Minimum ticketing size: |
$1,000 / 1 security |
| Trustee: |
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) |
| Calculation agent: |
JPMS |
| The estimated value of the securities: |
The estimated value of the securities set forth on the cover
of this document 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 securities, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the securities. The estimated value of the securities does not represent a minimum price at which JPMS would be
willing to buy your securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination
of the estimated value of the securities 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 securities as well as the higher issuance, operational and ongoing liability management costs of the
securities 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 securities. The use of an internal funding rate and any potential changes to that rate may have
an adverse effect on the terms of the securities and any secondary market prices of the securities. For additional information, see “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The estimated value of the
securities is derived by reference to an internal funding rate” in this document. The value of the derivative or derivatives underlying
the economic terms of the securities 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 securities on the pricing date is based on market conditions and other relevant
factors and assumptions existing at that time. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Securities — The estimated value of the securities does not represent future values of the securities and may differ
from others’ estimates” in this document.
The estimated value of the securities will be lower than the
original issue price of the securities because costs associated with selling, structuring and hedging the securities are included in the
original issue price of the securities. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the securities and the estimated cost of hedging our obligations under the securities. 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 securities 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 “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The estimated
value of the securities will be lower than the original issue price (price to public) of the securities” in this document. |
| Secondary market prices of the securities: |
For information about factors that will impact any secondary market prices of the securities, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — Secondary market prices of the securities will be impacted by many economic and market factors” in this document. In addition, we generally expect that some of the costs |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
| |
included in the original issue price of the securities will be partially paid back to you in connection with any repurchases of your securities by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the securities. The length of any such initial period reflects the structure of the securities, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the securities and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The value of the securities as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the securities for a limited time period.” |
| Tax considerations: |
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 2-I. The following discussion, when read in combination
with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S.
federal income tax consequences of owning and disposing of the securities.
Based on current market conditions, in the opinion of our special
tax counsel, it is reasonable to treat your securities as “open transactions” that are not debt instruments for U.S. federal
income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S.
Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming
this treatment is respected, the gain or loss on your securities should be treated as long-term capital gain or loss if you hold your
securities for more than a year, whether or not you are an initial purchaser of securities at the issue price. However, the IRS or a court
may not respect this treatment of the securities, in which case the timing and character of any income or loss on the securities could
be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal
income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the
underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized
by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive
ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose
a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the securities, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences
of an investment in the securities, including possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based
indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the
scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a delta of one with respect to underlying securities
that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain
determinations made by us, we expect that Section 871(m) will not apply to the securities 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 securities.
You should consult your tax adviser regarding the potential application of Section 871(m) to the securities. |
| Supplemental use of proceeds and hedging: |
The securities are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the securities. See “How the Securities Work” in this
document for an illustration of the risk-return profile of the securities and “S&P 500® Index Overview”
in this document for a description of the market exposure provided by the securities.
The original issue price of the securities is equal to the
estimated value of the securities plus the |
JPMorgan Chase Financial Company LLC
Dual Directional Buffered Participation Securities Based on the Value of the S&P 500® Index due May 13, 2027
Principal at Risk Securities
| |
selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring fee, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the securities, plus the estimated cost of hedging our obligations under the securities. |
| Benefit plan investor considerations: |
See “Benefit Plan Investor Considerations” in the accompanying product supplement. |
| Supplemental plan of distribution: |
Subject to regulatory constraints, JPMS intends to use its
reasonable efforts to offer to purchase the securities in the secondary market, but is not required to do so. JPMS,
acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management.
In addition, Morgan Stanley Wealth Management will receive a structuring fee as set forth on the cover of this document for each security.
We or our affiliate may enter into swap agreements or related
hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the securities and JPMS
and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “—
Supplemental use of proceeds and hedging” above and “Use of Proceeds and Hedging” in the accompanying product supplement. |
| Where you can find more information: |
You may revoke your offer to purchase the securities 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 securities prior to their issuance. In the event of any changes to the terms of the securities, 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 document together with the accompanying
prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these securities
are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement and
the accompanying underlying supplement.
This document, together with the documents listed below, contains
the terms of the securities 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, stand-alone 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 securities 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 securities.
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 document, “we,” “us,” and
“our” refer to JPMorgan Financial.
|
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