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
Callable Contingent Interest Notes Linked to the Least
Performing of the iShares® Russell 2000 ETF, the
MSCI EAFE® Index and the MSCI Emerging Markets
Index due May 14, 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 Review Date for which the
closing value of each of the iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI Emerging Markets Index,
which we refer to as the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest
Barrier.
●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates).
●The earliest date on which the notes may be redeemed early is August 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 Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about May 9, 2024 and are expected to settle on or about May 14, 2024.
●CUSIP: 48135MKP2
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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 $3.00 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.
Underlyings: The MSCI EAFE® Index (Bloomberg ticker:
MXEA) and the MSCI Emerging Markets Index (Bloomberg
ticker: MXEF) (each an “Index” and collectively, the “Indices”)
and the iShares® Russell 2000 ETF (Bloomberg ticker: IWM)
(the “Fund”) (each of the Indices and the Fund, an “Underlying”
and collectively, the “Underlyings”)
Contingent Interest Payments:
If the notes have not been previously redeemed early and the
closing value of each Underlying 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 at least
$8.5417 (equivalent to a Contingent Interest Rate of at least
10.25% per annum, payable at a rate of at least 0.85417% per
month) (to be provided in the pricing supplement).
If the closing value of any Underlying 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: At least 10.25% per annum, payable
at a rate of at least 0.85417% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each
Underlying, 70.00% of its Initial Value
Pricing Date: On or about May 9, 2024
Original Issue Date (Settlement Date): On or about May 14,
2024
Review Dates*: June 10, 2024, July 9, 2024, August 9, 2024,
September 9, 2024, October 9, 2024, November 11, 2024,
December 9, 2024, January 9, 2025, February 10, 2025, March
10, 2025, April 9, 2025, May 9, 2025, June 9, 2025, July 9,
2025, August 11, 2025, September 9, 2025, October 9, 2025,
November 10, 2025, December 9, 2025, January 9, 2026,
February 9, 2026, March 9, 2026, April 9, 2026, May 11, 2026,
June 9, 2026, July 9, 2026, August 10, 2026, September 9,
2026, October 9, 2026, November 9, 2026, December 9, 2026,
January 11, 2027, February 9, 2027, March 9, 2027, April 9,
2027, May 10, 2027, June 9, 2027, July 9, 2027, August 9,
2027, September 9, 2027, October 11, 2027, November 9, 2027,
December 9, 2027, January 10, 2028, February 9, 2028, March
9, 2028, April 10, 2028, May 9, 2028, June 9, 2028, July 10,
2028, August 9, 2028, September 11, 2028, October 9, 2028,
November 9, 2028, December 11, 2028, January 9, 2029,
February 9, 2029, March 9, 2029, April 9, 2029 and May 9, 2029
(the “final Review Date”)
Interest Payment Dates*: June 13, 2024, July 12, 2024, August
14, 2024, September 12, 2024, October 15, 2024, November
14, 2024, December 12, 2024, January 14, 2025, February 13,
2025, March 13, 2025, April 14, 2025, May 14, 2025, June 12,
2025, July 14, 2025, August 14, 2025, September 12, 2025,
October 15, 2025, November 14, 2025, December 12, 2025,
January 14, 2026, February 12, 2026, March 12, 2026, April 14,
2026, May 14, 2026, June 12, 2026, July 14, 2026, August 13,
2026, September 14, 2026, October 15, 2026, November 13,
2026, December 14, 2026, January 14, 2027, February 12,
2027, March 12, 2027, April 14, 2027, May 13, 2027, June 14,
2027, July 14, 2027, August 12, 2027, September 14, 2027,
October 14, 2027, November 15, 2027, December 14, 2027,
January 13, 2028, February 14, 2028, March 14, 2028, April 13,
2028, May 12, 2028, June 14, 2028, July 13, 2028, August 14,
2028, September 14, 2028, October 12, 2028, November 14,
2028, December 14, 2028, January 12, 2029, February 14,
2029, March 14, 2029, April 12, 2029 and the Maturity Date
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Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates) at a price, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The Depository Trust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value
of each Underlying 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 applicable to the final Review Date.
If the notes have not been redeemed early and the Final Value
of any Underlying 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 Underlying Return)
If the notes have not been redeemed early and the Final Value
of any Underlying 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 Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings – Funds –
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
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PS-1 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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Maturity Date*: May 14, 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 Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement or early acceleration in the
event of a change-in-law event as described under “General
Terms of Notes — Consequences of a Change-in-Law Event”
in the accompanying product supplement and “Selected Risk
Considerations — We May Accelerate Your Notes If a
Change-in-Law Event Occurs” in this pricing supplement
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PS-2 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-3 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-4 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets 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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$512.5000
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59
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$503.9583
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58
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$495.4167
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57
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$486.8750
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56
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$478.3333
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55
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$469.7917
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54
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$461.2500
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53
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$452.7083
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52
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$444.1667
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51
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$435.6250
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50
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$427.0833
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49
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$418.5417
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48
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$410.0000
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47
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$401.4583
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46
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$392.9167
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45
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$384.3750
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44
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$375.8333
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43
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$367.2917
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42
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$358.7500
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41
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$350.2083
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40
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$341.6667
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39
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$333.1250
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38
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$324.5833
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37
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$316.0417
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36
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$307.5000
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35
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$298.9583
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34
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$290.4167
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33
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$281.8750
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32
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$273.3333
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31
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$264.7917
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30
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$256.2500
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29
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$247.7083
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28
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$239.1667
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27
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$230.6250
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26
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$222.0833
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25
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$213.5417
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24
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$205.0000
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23
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$196.4583
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22
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$187.9167
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21
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$179.3750
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20
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$170.8333
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19
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$162.2917
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18
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$153.7500
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17
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$145.2083
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16
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$136.6667
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15
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$128.1250
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14
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$119.5833
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PS-5 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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13
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$111.0417
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12
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$102.5000
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11
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$93.9583
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10
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$85.4167
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9
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$76.8750
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8
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$68.3333
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7
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$59.7917
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6
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$51.2500
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5
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$42.7083
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4
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$34.1667
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3
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$25.6250
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2
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$17.0833
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1
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$8.5417
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0
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$0.0000
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Date
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Closing Value of Least
Performing Underlying
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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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$8.5417
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Second Review Date
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85.00
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$8.5417
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Third through Fifty-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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$1,008.5417
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Total Payment
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$1,025.625 (2.5625% return)
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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45.00
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$0
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PS-6 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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Second Review Date
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65.00
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$0
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Third through Fifty-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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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-7 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-8 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-9 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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Historical Performance of the iShares® Russell 2000 ETF
Source: Bloomberg
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PS-10 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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Historical Performance of the MSCI EAFE® Index
Source: Bloomberg
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Historical Performance of the MSCI Emerging Markets Index
Source: Bloomberg
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PS-11 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-12 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-13 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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PS-14 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
iShares® Russell 2000 ETF, the MSCI EAFE® Index and the MSCI
Emerging Markets Index
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