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
Capped Return Enhanced Notes Linked to the
NASDAQ-100 Index® due May 3, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a return of 1.50 times any appreciation of the NASDAQ-100 Index®, up to a
maximum return that will not be less than 81.00% at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount
at maturity.
●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 April 30, 2024 and are expected to settle on or about May 3, 2024.
●CUSIP: 48134X4Q5
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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 $7.50 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.
Index: The NASDAQ-100 Index® (Bloomberg ticker: NDX)
Maximum Return: At least 81.00% (corresponding to a
maximum payment at maturity of at least $1,810.00 per $1,000
principal amount note) (to be provided in the pricing supplement)
Upside Leverage Factor: 1.50
Pricing Date: On or about April 30, 2024
Original Issue Date (Settlement Date): On or about May 3,
2024
Observation Date*: April 30, 2029
Maturity Date*: May 3, 2029
* 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
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Payment at Maturity: If the Final Value is greater than the Initial
Value, your payment at maturity per $1,000 principal amount note
will be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor),
subject to the Maximum Return
If the Final Value is equal to the Initial Value, you will receive the
principal amount of your notes at maturity.
If the Final Value is less than the Initial Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + [$1,000 × (Index Return)]
If the Final Value is less than the Initial Value, you will lose some
or all of your principal amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing Date
Final Value: The closing level of the Index on the Observation
Date
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PS-1 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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Supplemental Terms of the Notes
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Hypothetical Payout Profile
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Final Value
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Index Return
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Total Return on the Notes
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Payment at Maturity
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275.00
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175.00%
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81.00%
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$1,810.00
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250.00
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150.00%
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81.00%
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$1,810.00
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225.00
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125.00%
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81.00%
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$1,810.00
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200.00
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100.00%
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81.00%
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$1,810.00
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180.00
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80.00%
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81.00%
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$1,810.00
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170.00
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70.00%
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81.00%
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$1,810.00
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160.00
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60.00%
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81.00%
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$1,810.00
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154.00
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54.00%
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81.00%
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$1,810.00
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150.00
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50.00%
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75.00%
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$1,750.00
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140.00
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40.00%
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60.00%
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$1,600.00
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130.00
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30.00%
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45.00%
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$1,450.00
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120.00
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20.00%
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30.00%
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$1,300.00
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110.00
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10.00%
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15.00%
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$1,150.00
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105.00
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5.00%
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7.50%
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$1,075.00
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101.00
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1.00%
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1.50%
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$1,015.00
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100.00
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0.00%
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0.00%
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$1,000.00
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95.00
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-5.00%
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-5.00%
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$950.00
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90.00
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-10.00%
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-10.00%
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$900.00
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85.00
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-15.00%
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-15.00%
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$850.00
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80.00
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-20.00%
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-20.00%
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$800.00
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70.00
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-30.00%
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-30.00%
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$700.00
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60.00
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-40.00%
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-40.00%
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$600.00
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50.00
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-50.00%
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-50.00%
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$500.00
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40.00
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-60.00%
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-60.00%
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$400.00
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30.00
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-70.00%
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-70.00%
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$300.00
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20.00
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-80.00%
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-80.00%
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$200.00
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10.00
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-90.00%
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-90.00%
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$100.00
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0.00
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-100.00%
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-100.00%
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$0.00
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PS-2 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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How the Notes Work
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Selected Risk Considerations
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PS-3 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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PS-4 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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The Index
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Historical Performance of the NASDAQ-100 Index®
Source: Bloomberg
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PS-5 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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Tax Treatment
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The Estimated Value of the Notes
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PS-6 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 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-7 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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PS-8 | Structured Investments
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Capped Return Enhanced Notes Linked to the NASDAQ-100 Index®
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