April , 2024
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index
and the S&P 500® Index due October 15, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the
closing level of each of the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index, which we refer to as the
Indices, is greater than or equal to 80.00% of its Initial Value, which we refer to as an Interest Barrier.
●The notes will be automatically called if the closing level of each Index on any Review Date (other than the first and final
Review Dates) is greater than or equal to its Initial Value.
●The earliest date on which an automatic call may be initiated is October 14, 2024.
●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.
●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about April 12, 2024 and are expected to settle on or about April 17, 2024.
●CUSIP: 48134XMS1
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$
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$
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Total
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$
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$
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$
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(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it
receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $26.50 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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Key Terms
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Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The NASDAQ-100 Index® (Bloomberg ticker: NDX), the
Russell 2000® Index (Bloomberg ticker: RTY) and the S&P 500®
Index (Bloomberg ticker: SPX) (each an “Index” and collectively,
the “Indices”)
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of each Index on any Review Date is greater than or equal
to its Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to between $18.75 and
$23.75 (equivalent to a Contingent Interest Rate of between
7.50% and 9.50% per annum, payable at a rate of between
1.875% and 2.375% per quarter) (to be provided in the pricing
supplement).
If the closing level of any Index on any Review Date is less than
its Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent Interest Rate: Between 7.50% and 9.50% per
annum, payable at a rate of between 1.875% and 2.375% per
quarter (to be provided in the pricing supplement)
Interest Barrier: With respect to each Index, 80.00% of its Initial
Value
Trigger Value: With respect to each Index, 70.00% of its Initial
Value
Pricing Date: On or about April 12, 2024
Original Issue Date (Settlement Date): On or about April 17,
2024
Review Dates*: July 12, 2024, October 14, 2024, January 13,
2025, April 14, 2025, July 14, 2025, October 13, 2025, January
12, 2026, April 13, 2026, July 13, 2026 and October 12, 2026
(final Review Date)
Interest Payment Dates*: July 17, 2024, October 17, 2024,
January 16, 2025, April 17, 2025, July 17, 2025, October 16,
2025, January 15, 2026, April 16, 2026, July 16, 2026 and the
Maturity Date
Maturity Date*: October 15, 2026
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first 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 Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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Automatic Call:
If the closing level of each Index on any Review Date (other than
the first and final Review Dates) is greater than or equal to its
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 of each Index is greater than or equal to its 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, if any, applicable to the final
Review Date.
If the notes have not been automatically called and the Final
Value of any Index is less than its Trigger Value, your payment
at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been automatically called and the Final
Value of any Index is less than its Trigger Value, you will lose
more than 30.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on the Pricing Date
Final Value: With respect to each Index, the closing level of that
Index on the final Review Date
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Supplemental Terms of the Notes
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How the Notes Work
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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10
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$187.50
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9
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$168.75
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8
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$150.00
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7
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$131.25
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6
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$112.50
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5
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$93.75
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4
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$75.00
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3
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$56.25
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2
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$37.50
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1
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$18.75
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0
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$0.00
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Hypothetical Payout Examples
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Date
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Closing Level of Least
Performing Index
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Payment (per $1,000 principal amount note)
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First Review Date
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105.00
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$18.75
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Second Review Date
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110.00
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$1,018.75
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Total Payment
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$1,037.50 (3.75% return)
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Date
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Closing Level of Least
Performing Index
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Payment (per $1,000 principal amount note)
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First Review Date
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95.00
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$18.75
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Second Review Date
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85.00
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$18.75
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Third through Ninth
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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90.00
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$1,018.75
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Total Payment
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$1,056.25 (5.625% return)
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Date
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Closing Level of Least
Performing Index
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Payment (per $1,000 principal amount note)
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First Review Date
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90.00
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$18.75
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Second Review Date
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85.00
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$18.75
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Third through Ninth
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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70.00
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$1,000.00
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Total Payment
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$1,037.50 (3.75% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Date
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Closing Level of Least
Performing Index
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Payment (per $1,000 principal amount note)
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First Review Date
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60.00
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$0
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Second Review Date
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65.00
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$0
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Third through Ninth
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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60.00
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$600.00
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Total Payment
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$600.00 (-40.00% return)
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Selected Risk Considerations
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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The Indices
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Historical Performance of the NASDAQ-100 Index®
Source: Bloomberg
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Historical Performance of the Russell 2000® Index
Source: Bloomberg
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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Tax Treatment
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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The Estimated Value of the Notes
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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Secondary Market Prices of the Notes
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Supplemental Use of Proceeds
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Additional Terms Specific to the Notes
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the S&P 500® Index
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