May , 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 Accelerated Barrier Notes Linked to the
Russell 2000® Index due May 18, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a return of 2.00 times any appreciation of the Russell 2000® Index up to a
maximum return of at least 67.00% 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 May 15, 2024 and are expected to settle on or about May 20, 2024.
●CUSIP: 48135MKY3
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Price to Public (1)
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Fees and Commissions (2)(3)
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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 $30.00 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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(3) JPMS may pay a structuring fee of $8.50 per $1,000 principal amount note with respect to some or all of the notes to affiliated or
unaffiliated dealers.
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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 Russell 2000® Index (Bloomberg ticker: RTY)
Maximum Return: At least 67.00% (corresponding to a
maximum payment at maturity of at least $1,670.00 per $1,000
principal amount note) (to be provided in the pricing
supplement)
Upside Leverage Factor: 2.00
Barrier Amount: 80.00% of the Initial Value
Pricing Date: On or about May 15, 2024
Original Issue Date (Settlement Date): On or about May 20,
2024
Observation Date*: May 15, 2029
Maturity Date*: May 18, 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 or is less than the
Initial Value but greater than or equal to the Barrier Amount,
you will receive the principal amount of your notes at maturity.
If the Final Value is less than the Barrier Amount, 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 Barrier Amount, you will lose
more than 20.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing
Date
Final Value: The closing level of the Index on the Observation
Date
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PS-1 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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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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180.00
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80.00%
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67.00%
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$1,670.00
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170.00
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70.00%
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67.00%
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$1,670.00
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160.00
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60.00%
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67.00%
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$1,670.00
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150.00
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50.00%
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67.00%
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$1,670.00
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140.00
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40.00%
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67.00%
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$1,670.00
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133.50
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33.50%
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67.00%
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$1,670.00
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130.00
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30.00%
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60.00%
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$1,600.00
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120.00
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20.00%
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40.00%
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$1,400.00
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110.00
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10.00%
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20.00%
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$1,200.00
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105.00
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5.00%
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10.00%
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$1,100.00
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101.00
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1.00%
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2.00%
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$1,020.00
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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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0.00%
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$1,000.00
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90.00
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-10.00%
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0.00%
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$1,000.00
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80.00
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-20.00%
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0.00%
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$1,000.00
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79.99
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-20.01%
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-20.01%
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$799.90
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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 Accelerated Barrier Notes Linked to the Russell 2000® Index
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PS-3 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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PS-4 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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PS-5 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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Historical Performance of the Russell 2000® Index
Source: Bloomberg
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PS-6 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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PS-7 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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PS-8 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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PS-9 | Structured Investments
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Capped Accelerated Barrier Notes Linked to the Russell 2000® Index
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