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
Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index due May 15, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each monthly Interest Review
Date for which the closing level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is greater
than or equal to 50.00% of the Initial Value, which we refer to as the Interest Barrier.
●The notes will be automatically called if the closing level of the Index on any quarterly Autocall Review Date is greater than or
equal to the Initial Value.
●The earliest date on which an automatic call may be initiated is November 11, 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 Interest 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 Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the
futures contracts included in the Index, will heighten any depreciation of those futures contracts and will generally
be a drag on the performance of the Index. The Index will trail the performance of an identical index without a
deduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will
Include a 6.0% per Annum Daily Deduction” in this pricing supplement.
●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 10, 2024 and are expected to settle on or about May 15, 2024.
●CUSIP: 48135MKG2
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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 $9.00 per $1,000 principal amount
note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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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 MerQube US Large-Cap Vol Advantage Index
(Bloomberg ticker: MQUSLVA). The level of the Index reflects a
deduction of 6.0% per annum that accrues daily.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of the Index on any Interest Review Date is greater than or
equal to the Interest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $9.9167
(equivalent to a Contingent Interest Rate of at least 11.90% per
annum, payable at a rate of at least 0.99167% per month) (to be
provided in the pricing supplement).
If the closing level of the Index on any Interest Review Date is
less than the Interest Barrier, no Contingent Interest Payment
will be made with respect to that Interest Review Date.
Contingent Interest Rate: At least 11.90% per annum, payable
at a rate of at least 0.99167% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: 50.00% of the Initial Value
Pricing Date: On or about May 10, 2024
Original Issue Date (Settlement Date): On or about May 15,
2024
Interest Review Dates*: As specified under “Key Terms
Relating to the Interest Review Dates, Autocall Review Dates
and Interest Payment Dates” in this pricing supplement
Autocall Review Dates*: As specified under “Key Terms
Relating to the Interest Review Dates, Autocall Review Dates
and Interest Payment Dates” in this pricing supplement
Interest Payment Dates*: As specified under “Key Terms
Relating to the Interest Review Dates, Autocall Review Dates
and Interest Payment Dates” in this pricing supplement
Maturity Date*: May 15, 2029
Call Settlement Date*: If the notes are automatically called on
any Autocall Review Date, the first Interest Payment Date
immediately following that Autocall Review Date
* Subject to postponement in the event of a market disruption event and
as described under “Supplemental Terms of the Notes — Postponement
of a Determination Date — Notes Linked Solely to an Index” in the
accompanying underlying supplement 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 the Index on any Autocall Review Date is
greater than or equal to the Initial Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the Interest Review
Date corresponding to that Autocall Review Date, payable on
the applicable Call Settlement Date. No further payments will be
made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than or equal to the Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment applicable to the final Review Date.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
50.00% 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 final Review
Date
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Interest Review Dates*: June 10, 2024, July 10, 2024, August
12, 2024, September 10, 2024, October 10, 2024, November
11, 2024, December 10, 2024, January 10, 2025, February 10,
2025, March 10, 2025, April 10, 2025, May 12, 2025, June 10,
2025, July 10, 2025, August 11, 2025, September 10, 2025,
October 10, 2025, November 10, 2025, December 10, 2025,
January 12, 2026, February 10, 2026, March 10, 2026, April
10, 2026, May 11, 2026, June 10, 2026, July 10, 2026, August
10, 2026, September 10, 2026, October 12, 2026, November
10, 2026, December 10, 2026, January 11, 2027, February 10,
2027, March 10, 2027, April 12, 2027, May 10, 2027, June 10,
2027, July 12, 2027, August 10, 2027, September 10, 2027,
October 11, 2027, November 10, 2027, December 10, 2027,
January 10, 2028, February 10, 2028, March 10, 2028, April
10, 2028, May 10, 2028, June 12, 2028, July 10, 2028, August
10, 2028, September 11, 2028, October 10, 2028, November
10, 2028, December 11, 2028, January 10, 2029, February 12,
2029, March 12, 2029, April 10, 2029 and May 10, 2029 (the
“final Review Date”)
Autocall Review Dates*: November 11, 2024, February 10,
2025, May 12, 2025, August 11, 2025, November 10, 2025,
February 10, 2026, May 11, 2026, August 10, 2026, November
10, 2026, February 10, 2027, May 10, 2027, August 10, 2027,
November 10, 2027, February 10, 2028, May 10, 2028, August
10, 2028, November 10, 2028 and February 12, 2029
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Interest Payment Dates*: June 13, 2024, July 15, 2024,
August 15, 2024, September 13, 2024, October 16, 2024,
November 14, 2024, December 13, 2024, January 15, 2025,
February 13, 2025, March 13, 2025, April 15, 2025, May 15,
2025, June 13, 2025, July 15, 2025, August 14, 2025,
September 15, 2025, October 16, 2025, November 14, 2025,
December 15, 2025, January 15, 2026, February 13, 2026,
March 13, 2026, April 15, 2026, May 14, 2026, June 15, 2026,
July 15, 2026, August 13, 2026, September 15, 2026, October
15, 2026, November 16, 2026, December 15, 2026, January
14, 2027, February 16, 2027, March 15, 2027, April 15, 2027,
May 13, 2027, June 15, 2027, July 15, 2027, August 13, 2027,
September 15, 2027, October 14, 2027, November 16, 2027,
December 15, 2027, January 13, 2028, February 15, 2028,
March 15, 2028, April 13, 2028, May 15, 2028, June 15, 2028,
July 13, 2028, August 15, 2028, September 14, 2028, October
13, 2028, November 15, 2028, December 14, 2028, January
16, 2029, February 15, 2029, March 15, 2029, April 13, 2029
and the Maturity Date
* Subject to postponement in the event of a market disruption event
and as described under "Supplemental Terms of the Notes —
Postponement of a Determination Date — Notes Linked Solely to an
Index" in the accompanying underlying supplement and "General
Terms of Notes — Postponement of a Payment Date" in the
accompanying product supplement
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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60
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$595.0000
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59
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$585.0833
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58
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$575.1667
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57
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$565.2500
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56
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$555.3333
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55
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$545.4167
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54
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$535.5000
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53
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$525.5833
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52
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$515.6667
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51
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$505.7500
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50
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$495.8333
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49
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$485.9167
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48
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$476.0000
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47
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$466.0833
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46
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$456.1667
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45
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$446.2500
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44
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$436.3333
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43
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$426.4167
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42
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$416.5000
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41
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$406.5833
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40
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$396.6667
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39
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$386.7500
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38
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$376.8333
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37
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$366.9167
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36
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$357.0000
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35
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$347.0833
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34
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$337.1667
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33
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$327.2500
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32
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$317.3333
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31
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$307.4167
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30
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$297.5000
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29
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$287.5833
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28
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$277.6667
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27
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$267.7500
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26
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$257.8333
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25
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$247.9167
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24
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$238.0000
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23
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$228.0833
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22
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$218.1667
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21
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$208.2500
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20
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$198.3333
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19
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$188.4167
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18
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$178.5000
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17
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$168.5833
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16
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$158.6667
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15
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$148.7500
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14
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$138.8333
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13
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$128.9167
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12
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$119.0000
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11
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$109.0833
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10
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$99.1667
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9
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$89.2500
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8
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$79.3333
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7
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$69.4167
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6
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$59.5000
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5
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$49.5833
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4
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$39.6667
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3
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$29.7500
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2
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$19.8333
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1
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$9.9167
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0
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$0.0000
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Interest Review Date
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105.00
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$9.9167
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Second Interest Review
Date
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110.00
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$9.9167
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Third through Fifth
Interest Review Dates
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Greater than Initial Value
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$9.9167
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Sixth Interest Review
Date (first Autocall
Review Date)
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110.00
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$1,009.9167
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Total Payment
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$1,059.50 (5.95% return)
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Interest Review Date
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95.00
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$9.9167
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Second Interest Review
Date
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85.00
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$9.9167
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Third through Fifty-Ninth
Interest 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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$1,009.9167
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Total Payment
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$1,029.75 (2.975% return)
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Interest Review Date
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40.00
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$0
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Second Interest Review
Date
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45.00
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$0
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Third through Fifty-Ninth
Interest 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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40.00
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$400.00
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Total Payment
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$400.00 (-60.00% return)
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Hypothetical Back-Tested and Historical Performance of the
MerQube US Large-Cap Vol Advantage Index
Source: Bloomberg
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-13 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-14 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-15 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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