The information in this preliminary pricing supplement is
not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated December
27, 2024
| JPMorgan Chase Financial Company LLC |
January 2025 |
Pricing Supplement
Registration Statement Nos. 333-270004
and 333-270004-01
Dated January , 2025
Filed pursuant to Rule 424(b)(2)
Structured Investments
Opportunities in U.S. Equities
Trigger Jump Securities Based on the Value of the S&P
500® Index due May 5, 2026
Principal at Risk Securities
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The Trigger Jump Securities do not pay interest and do not guarantee the
return of any of the principal at maturity. At maturity, you will receive for each security that you hold an amount in cash that will
vary depending on the performance of the underlying index, as determined on the valuation date. If the final index value is greater than
or equal to the initial index value, you will receive for each security that you hold at maturity a fixed cash payment equal to an upside
payment in addition to the stated principal amount. If the final index value is less than the initial index value by no more than 20%,
you will receive the principal amount of your securities at maturity. However, if the final index value is less than the initial
index value by more than 20%, the payment due at maturity will be less than the stated principal amount of the securities by an amount
that is proportionate to the percentage decrease in the final index value from the initial index value. This amount will be less than
$800.00 and could be zero. Accordingly, investors may lose their entire initial investment in the securities. Investors will not
participate in any appreciation of the underlying index above 10.07%. The Trigger Jump Securities are for investors who are willing to
risk their principal and forgo current income in exchange for the upside payment feature that applies to a limited range of the performance
of the underlying index. The securities 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., issued
as part of JPMorgan Financial’s Medium-Term Notes, Series A, program. Any payment on the securities is subject to the credit
risk of JPMorgan Financial, as issuer of the securities, and the credit risk of JPMorgan Chase & Co., as guarantor of the
securities.
| SUMMARY TERMS |
| Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
| Guarantor: |
JPMorgan Chase & Co. |
| Underlying index: |
S&P 500® Index (Bloomberg ticker: SPX Index) |
| Aggregate principal amount: |
$ |
| Payment at maturity: |
§ If the final index value is greater than or equal to the initial index value, you will receive at maturity a cash payment per $1,000 stated principal amount security equal to: |
| |
$1,000 + upside payment |
| |
§
If the final index value is less than the initial index value but is greater than or
equal to the trigger level, you will receive at maturity a cash payment per $1,000 stated principal amount security equal to:
$1,000
§
If the final index value is less than the trigger level, you will receive at maturity a cash
payment per $1,000 stated principal amount security equal to: |
| |
$1,000 × index performance factor |
| |
This amount will be less than the stated principal amount of $1,000, and will represent a loss of more than 20%, and possibly all, of your principal amount. |
| Upside payment: |
At least $100.70 per $1,000 stated principal amount security (at least 10.07% of the stated principal amount). The actual upside payment will be provided in the pricing supplement and will not be less than $100.70 per $1,000 stated principal amount security. |
| Trigger level: |
, which is 80% of the initial index value |
| Index performance factor: |
final index value / initial index value |
| Initial index value: |
The closing level of the underlying index on the pricing date |
| Final index value: |
The closing level of the underlying index on the valuation date |
| Stated principal amount: |
$1,000 per security |
| Issue price: |
$1,000 per security (see “Commissions and issue price” below) |
| Pricing date: |
January , 2025 (expected to price on or about January 17, 2025) |
| Original issue date (settlement date): |
January , 2025 (3 business days after the pricing date) |
| Valuation date*: |
April 30, 2026 |
| Maturity date*: |
May 5, 2026 |
| CUSIP / ISIN: |
48135WQP4 / US48135WQP40 |
| Listing: |
The securities will not be listed on any securities exchange. |
| Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
| Commissions and issue price: |
Price to public(1) |
Fees and commissions |
Proceeds to issuer |
| Per security |
$1,000.00 |
$17.50 (2) |
$977.50 |
| |
|
$5.00(3) |
|
| Total |
$ |
$ |
$ |
| (1) | See “Additional Information about the Securities — Supplemental use of proceeds and hedging” in this document
for information about the components of the price to public of the securities. |
| (2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith
Barney LLC (“Morgan Stanley Wealth Management”). In no event will these selling commissions exceed $17.50 per $1,000 stated
principal amount security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5.00 for each $1,000
stated principal amount security |
* 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
If the securities priced today and assuming an upside payment equal
to the minimum listed above, the estimated value of the securities would be approximately $971.50 per $1,000 stated principal amount security.
The estimated value of the securities on the pricing date will be provided in the pricing supplement and will not be less than $950.00
per $1,000 stated principal amount security. See “Additional Information about the Securities — The estimated value of the
securities” in this document for additional information.
Investing in the securities involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk
Factors” beginning on page PS-11 of the accompanying product supplement and “Risk Factors” beginning on page 6 of this
document.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this
document or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any
representation to the contrary is a criminal offense.
The securities are not bank deposits, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
You should read this document together with the
related product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum, each of which can be accessed
via the hyperlinks below. Please also see “Additional Information about the Securities” at the end of this document.
Product supplement no. 4-I dated April 13, 2023: http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
Prospectus supplement and prospectus, each dated April
13, 2023: http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Prospectus addendum dated June 3, 2024: http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
Investment Summary
The Trigger Jump Securities
The Trigger Jump Securities Based on the Value of the S&P 500®
Index due May 5, 2026 (the “securities”) can be used:
| § | As an alternative to direct exposure to the underlying index
that provides a fixed, positive return of at least 10.07% (as reflected in the upside payment of at least $100.70 per $1,000 stated principal
amount security) if the final index value is greater than or equal to the initial index value. The actual upside payment will be provided
in the pricing supplement and will not be less than $100.70 per $1,000 stated principal amount security. |
| § | To enhance returns and potentially outperform the underlying
index in a moderately bullish scenario. |
| § | To obtain limited market downside protection against the loss
of principal in the event of a decline of the underlying index as of the valuation date, subject to the credit risks of JPMorgan Financial
and JPMorgan Chase & Co., but only if the final index value is greater than or equal to the trigger level. |
If the final index value is less than the trigger
level, the securities are exposed on a 1-to-1 basis to any percentage decline of the final index value from the initial index value. Accordingly,
investors may lose their entire initial investment in the securities.
| Maturity: |
Approximately 15.5 months |
| Upside payment: |
At least $100.70 per $1,000 stated principal amount security (at least 10.07% of the stated principal amount) (to be provided in the pricing supplement) |
| Trigger level: |
80% of the initial index value |
| Minimum payment at maturity: |
None. Investors may lose their entire initial investment in the securities |
| Interest: |
None |
Supplemental Terms of the Securities
For purposes of the accompanying product supplement,
the underlying index is an “Index.”
Any values of the underlying index, and any values derived therefrom,
included in this document may be corrected, in the event of manifest error or inconsistency, by amendment of this document and the corresponding
terms of the securities. Notwithstanding anything to the contrary in the indenture governing the securities, that amendment will become
effective without consent of the holders of the securities or any other party.
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
Key Investment Rationale
This investment offers a fixed, positive return at maturity if the
final index value is greater than or equal to the initial index value, and provides limited market downside protection against a decline
in the level of the underlying index of up to 20%, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.
However, if the final index value is less than 80% of the initial index value, which we refer to as the trigger level, the payment at
maturity will be less than $800 and could be zero.
| Upside Scenario |
If the final index value is greater than or equal to the initial index value, the payment at maturity for each security will be equal to $1,000.00 plus the upside payment of at least $100.70 per $1,000 stated principal amount security. Investors will not participate in any appreciation of the underlying index above 10.07%. The actual upside payment will be provided in the pricing supplement and will not be less than $100.70 per $1,000 stated principal amount security. |
| Par Scenario |
If the final index value is less than the initial index value but is greater than or equal to the trigger level, which means that the underlying index has depreciated by no more than 20% from the initial index value, the payment at maturity will be $1,000 per $1,000 stated principal amount security. |
| Downside Scenario |
If the final index value is less than the trigger level, which means that the underlying index has depreciated by more than 20% from the initial index value, you will lose 1% for every 1% decline of the level of the underlying index from the initial index value to the final index value (e.g., a 50% depreciation of the underlying index will result in the payment at maturity that is less than the stated principal amount by 50%, or $500 per $1,000 stated principal amount security). |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
How the Trigger Jump Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on
the securities based on the following terms:
| Stated principal amount: |
$1,000 per $1,000 stated principal amount security |
| Hypothetical upside payment: |
$100.70 (10.07% of the stated principal amount) per $1,000 stated principal amount security (which represents the lowest hypothetical upside payment)* |
| Trigger level: |
80% of the initial index value (-20% percent change in the final index value compared with the initial index value) |
| *The
actual upside payment will be provided in the pricing supplement and will not be less than $100.70 per $1,000 stated principal amount
security. |
| Trigger Jump Securities Payoff Diagram |
 |
How it works
| § | Upside Scenario: If the final index value is greater than or equal to the initial
index value, the payment at maturity is equal to the $1,000 stated principal amount plus the upside payment. Under the hypothetical
terms of the securities, in the payoff diagram, an investor will receive the hypothetical payment at maturity of $1,100.70 per security
if the final index value is greater than or equal to the initial index value. |
| § | Par Scenario: If the final index value is less than the initial index value, but
is greater than or equal to the trigger level, the investor would receive the $1,000 stated principal amount per security. |
| o | For example, if the underlying index depreciates 10%, investors will receive the $1,000 stated principal amount. |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
| § | Downside Scenario: If the final index value is less than the trigger level, investors
will receive an amount that is less than the stated principal amount by an amount proportionate to the percentage decrease of the final
index value from the initial index value. |
| o | For example, if the final index value declines by 50% from the initial index value, investors will lose 50% of their principal and
the payment at maturity will be $500 per $1,000 stated principal amount security (50% of the stated principal amount). |
The hypothetical returns and hypothetical payments
on the securities shown above apply only if you hold the securities for their entire term. These hypotheticals do not reflect fees
or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical
returns and hypothetical payments shown above would likely be lower.
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk factors
for investors in the securities. For further discussion of these and other risks, you should read the sections entitled “Risk Factors”
of the accompanying prospectus supplement and the accompanying product supplement and Annex A to the accompanying prospectus addendum.
We urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
Risks Relating to the
Securities Generally
| § | The securities do not pay interest or guarantee the return of any principal
and your investment in the securities may result in a loss. The terms of the securities
differ from those of ordinary debt securities in that the securities
do not pay interest or guarantee the payment of any stated principal amount at maturity. If the final index value is less than the trigger
level, you will receive for each security that you hold a payment at maturity that is less than the $1,000 stated principal amount of
each security by an amount proportionate to the decline
in the closing level of the underlying index on the valuation date from the initial index value. There is no minimum payment at maturity
on the securities and, accordingly, you could lose your entire principal amount. |
| § | Appreciation potential is fixed and limited. When
the final index value is greater than or equal to the initial index value, the appreciation potential of the securities is limited to
the fixed upside payment of at least $100.70 per security (at least 10.07% of the stated principal amount), even if the final index value
is significantly greater than the initial index value. The actual upside payment will be provided in the pricing supplement. See “How
the Trigger Jump Securities Work” on page 4 above. |
| § | Your ability to receive the upside payment may terminate on the valuation
date. If the final index value is less than the initial index value, you will not be entitled to
receive the upside payment at maturity. Under these circumstances, you may lose some or all of your principal amount at maturity. |
| § | The securities are subject to the credit risks of JPMorgan Financial and
JPMorgan Chase & Co., and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit
ratings or credit spreads may adversely affect the market value of the securities. Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the securities. Any actual or anticipated decline in our or JPMorgan
Chase & Co.’s credit ratings or increase in our or JPMorgan Chase & Co.’s credit spreads determined
by the market for taking that credit risk is likely to adversely affect the market value of the securities. If we and JPMorgan Chase & Co.
were to default on our payment obligations, you may not receive any amounts owed to you under the securities and you could lose your entire
investment. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations
and has limited assets. As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond
the issuance and administration of our securities and the collection of intercompany obligations. Aside from the initial capital contribution
from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to
make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are
dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the securities. We are not a key operating
subsidiary of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not expected
to have sufficient resources to meet our obligations in respect of the securities as they come due. If JPMorgan Chase & Co.
does not make payments to us and we are unable to make payments on the securities, you may have to seek payment under the related guarantee
by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations
of JPMorgan Chase & Co. For more information, see the accompanying prospectus addendum. |
| § | The benefit provided by the trigger level may terminate on the valuation
date. If the final index value is less than the trigger level, the benefit provided by the trigger level will terminate and
you will be fully exposed to any depreciation of the underlying index. |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
| § | Secondary trading may be limited. The
securities will not be listed on a securities exchange.
There may be little or no secondary market for the securities.
Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities
easily. JPMS may act as a market maker for the securities,
but is not required to do so. Because we do not expect that other market makers will participate significantly in the secondary market
for the securities, the price at which you may be
able to trade your securities is likely to depend
on the price, if any, at which JPMS is willing to
buy the securities. If at any time JPMS
or another agent does not act as a market maker, it is likely that there would be little or no secondary market for the securities. |
| § | The final terms and estimated valuation of the securities will be provided in the pricing supplement. The final terms of the
securities will be provided in the pricing supplement. In particular, each of the estimated value of the securities and the upside payment
will be provided in the pricing supplement and each may be as low as the applicable minimum set forth on the cover of this document. Accordingly,
you should consider your potential investment in the securities based on the minimums for the estimated value of the securities and the
upside payment. |
| § | The tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper
U.S. federal income tax characterization of the securities, and we do not intend to request a ruling from the IRS. The IRS might not accept,
and a court might not uphold, the treatment of the securities described in “Additional Information about the Securities ―
Additional Provisions ― Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the securities, the timing
and character of any income or loss on the securities could differ materially and adversely from our description herein. In addition,
in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly
with retroactive effect. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement and consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the securities, including possible alternative treatments and the issues presented by this notice. |
Risks Relating to Conflicts of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the securities and other affiliates
of the issuer may be different from those of investors. We
and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and
as an agent of the offering of the securities, hedging our obligations under the securities and making the assumptions used to determine
the pricing of the securities and the estimated value of the securities, which we refer to as the estimated value of the securities. In
performing these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation
agent and other affiliates of ours are potentially adverse to your interests as an investor in the securities. The calculation
agent will determine the initial index value, the trigger level and the final index value and will calculate the amount of payment you
will receive at maturity, if any. Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence
of market disruption events, the selection of a successor to the underlying index or calculation of the final index value in the event
of a |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
discontinuation or material change in method of calculation
of the underlying index, may affect the payment to you at maturity.
In addition, our
and JPMorgan Chase & Co.’s business activities, including hedging and trading activities, could cause our
and JPMorgan Chase & Co.’s economic interests to be adverse to yours and could adversely affect any payment
on the securities and the value of the securities. It is possible that hedging or trading activities of ours or our affiliates in connection
with the securities could result in substantial returns for us or our affiliates while the value of the securities declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement for additional information
about these risks.
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the securities. The
hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the securities on
or prior to the pricing date and prior to maturity could adversely affect the level of the underlying index and, as a result, could decrease
the amount an investor may receive on the securities at maturity, if any. Any of these hedging or trading activities on or prior to the
pricing date could potentially affect the initial index value and the trigger level and, therefore, could potentially increase the level
that the final index value must reach before you receive a payment at maturity that exceeds the issue price of the securities or so that
you do not suffer a loss on your initial investment in the securities. Additionally, these hedging or trading activities during the term
of the securities, including on the valuation date, could adversely affect the final index value and, accordingly, the payment to you
at maturity, if any. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates
while the value of the securities declines. |
Risks Relating to the Estimated
Value and Secondary Market Prices of the Securities
| § | The estimated value of the securities will be lower than the original issue
price (price to public) of the securities. The estimated value of the securities is only an estimate
determined by reference to several factors. The original issue price of the securities will exceed the estimated value of the securities
because costs associated with selling, structuring and hedging the securities are included in the original issue price of the securities.
These costs include the selling commissions, the structuring fee, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our obligations under the
securities. See “Additional Information about the Securities — The estimated value of the securities” in this document. |
| § | The estimated value of the securities does not represent future values
of the securities and may differ from others’ estimates. The estimated value of the securities
is determined by reference to internal pricing models of our affiliates. This estimated value of the securities is based on market conditions
and other relevant factors existing at the time of pricing and assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the securities that are
greater than or less than the estimated value of the securities. In addition, market conditions and other relevant factors in the future
may change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based
on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate
movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy securities from you in
secondary market transactions. See “Additional Information about the Securities — The estimated value of the securities”
in this document. |
| § | The estimated value of the securities is derived by reference to an internal funding rate. The internal funding rate used in
the determination of the estimated value of the securities may differ from the market-implied funding rate for vanilla fixed income instruments
of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things,
our and our affiliates’ view of the funding value of the securities as well as the higher issuance, operational and ongoing liability
management costs of the securities in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co.
This internal funding rate is based on certain market inputs and |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
assumptions, which may prove to be incorrect, and is intended
to approximate the prevailing market replacement funding rate for the securities. The use of an internal funding rate and any potential
changes to that rate may have an adverse effect on the terms of the securities and any secondary market prices of the securities. See
“Additional Information about the Securities — The estimated value of the securities” in this document.
| § | The value of the securities as published by JPMS (and which may be reflected on customer account statements) may be higher than
the then-current estimated value of the securities for a limited time period. We generally expect that some of the costs included
in the original issue price of the securities will be partially paid back to you in connection with any repurchases of your securities
by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions, the
structuring fee, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market
funding rates for structured debt issuances. See “Additional Information about the Securities — Secondary market prices of
the securities” in this document for additional information relating to this initial period. Accordingly, the estimated value of
your securities during this initial period may be lower than the value of the securities as published by JPMS (and which may be shown
on your customer account statements). |
| § | Secondary market prices of the securities will likely be lower than the
original issue price of the securities. Any secondary market prices of the securities will likely
be lower than the original issue price of the securities because, among other things, secondary market prices take into account our internal
secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
the structuring fee, projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the
securities. As a result, the price, if any, at which JPMS will be willing to buy securities from you in secondary market transactions,
if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial
loss to you. See the immediately following risk factor for information about additional factors that will impact any secondary market
prices of the securities. |
The
securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your securities
to maturity. See “— Risks Relating to the Securities Generally — Secondary trading may be limited” above.
| § | Secondary market prices of the securities will be impacted by many economic
and market factors. The secondary market price of the securities during their term will be
impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions,
structuring fee, projected hedging profits, if any, estimated hedging costs and the closing level of the underlying index, including: |
o
any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
| o | customary bid-ask spreads for similarly sized trades; |
| o | our internal secondary market funding rates for structured debt issuances; |
| o | the actual and expected volatility of the underlying index; |
| o | the time to maturity of the securities; |
| o | the dividend rates on the equity securities included in the underlying index; |
| o | interest and yield rates in the market generally; and |
| o | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors
and/or third party broker-dealers may publish a price for the securities, which may also be reflected on customer account statements.
This price may be different
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
(higher or lower) than the price of the securities, if any,
at which JPMS may be willing to purchase your securities in the secondary market.
Risks Relating to the Underlying
Index
| § | JPMorgan Chase & Co. is currently one of the companies that
make up the underlying index. JPMorgan Chase & Co. is currently one of the companies
that make up the underlying index. JPMorgan Chase & Co. will not have any obligation to consider your interests as a holder
of the securities in taking any corporate action that might affect the value of the underlying index or the securities. |
| § | Investing in the securities is not equivalent to investing in the underlying
index. Investing in the securities is not equivalent to investing in the underlying index or its
component stocks. Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any
other rights with respect to the stocks that constitute the underlying index. |
| § | Adjustments to the underlying index could adversely affect the value of
the securities. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor
index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published
by the calculation agent or any of its affiliates. |
| § | Governmental legislative and regulatory actions, including sanctions, could
adversely affect your investment in the securities. Governmental legislative and regulatory
actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could prohibit or otherwise restrict
persons from holding the securities or the securities included in the underlying index, or engaging in transactions in them, and any such
action could adversely affect the value of the securities or the underlying index. These legislative and regulatory actions could
result in restrictions on the securities. You may lose a significant portion or all of your initial investment in the securities
if you are forced to divest the securities due to the government mandates, especially if such divestment must be made at a time when the
value of the securities has declined. |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
S&P 500® Index Overview
The S&P 500® Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC, consists of stocks of 500 companies selected to provide a performance benchmark for the
U.S. equity markets. For additional information about the S&P 500® Index, see “Equity Index Descriptions —
The S&P U.S. Indices” in the accompanying underlying supplement.
Information as of market close on December 24, 2024:
| Bloomberg Ticker Symbol: |
SPX |
52 Week High (on 12/6/2024): |
6,090.27 |
| Current Closing Level: |
6,040.04 |
52 Week Low (on 1/4/2024): |
4,688.68 |
| 52 Weeks Ago (on 12/26/2023): |
4,774.75 |
|
|
| |
|
|
|
The following table sets forth the published high and low closing levels,
as well as end-of-quarter closing levels, of the underlying index for each quarter in the period from January 1, 2019 through December
24, 2024. The graph following the table sets forth the daily closing levels of the underlying index during the same period. The closing
level of the underlying index on December 24, 2024 was 6,040.04. We obtained the closing level information above and in the table and
graph below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The historical closing levels of the underlying index should not be
taken as an indication of future performance, and no assurance can be given as to the closing level of the underlying index on the valuation
date. The payment of dividends on the stocks that constitute the underlying index are not reflected in its closing level and, therefore,
have no effect on the calculation of the payment at maturity.
| S&P 500® Index |
High |
Low |
Period End |
| 2019 |
|
|
|
| First Quarter |
2,854.88 |
2,447.89 |
2,834.40 |
| Second Quarter |
2,954.18 |
2,744.45 |
2,941.76 |
| Third Quarter |
3,025.86 |
2,840.60 |
2,976.74 |
| Fourth Quarter |
3,240.02 |
2,887.61 |
3,230.78 |
| 2020 |
|
|
|
| First Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
| Second Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
| Third Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
| Fourth Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
| 2021 |
|
|
|
| First Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
| Second Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
| Third Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
| Fourth Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
| 2022 |
|
|
|
| First Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
| Second Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
| Third Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
| Fourth Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
| 2023 |
|
|
|
| First Quarter |
4,179.76 |
3,808.10 |
4,109.31 |
| Second Quarter |
4,450.38 |
4,055.99 |
4,450.38 |
| Third Quarter |
4,588.96 |
4,273.53 |
4,288.05 |
| Fourth Quarter |
4,783.35 |
4,117.37 |
4,769.83 |
| 2024 |
|
|
|
| First Quarter |
5,254.35 |
4,688.68 |
5,254.35 |
| Second Quarter |
5,487.03 |
4,967.23 |
5,460.48 |
| Third Quarter |
5,762.48 |
5,186.33 |
5,762.48 |
| Fourth Quarter (through December 24, 2024) |
6,090.27 |
5,695.94 |
6,040.04 |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
|
S&P 500®
Index Historical Performance – Daily Closing Levels*
January 2, 2019 to December
24, 2024 |
 |
| |
| *The dotted line in the graph indicates the hypothetical trigger
level, equal to 80% of the closing level of the underlying index on December 24, 2024. The actual trigger level will be based on the closing
level of the underlying index on the pricing date. |
License Agreement. “S&P®” and
“S&P 500®” are trademarks of S&P Global, Inc. or its affiliates and have been licensed for use by JPMorgan
Chase & Co. and its affiliates, including JPMorgan Financial. See “Equity Index Descriptions — The S&P
U.S. Indices — License Agreement” in the accompanying underlying supplement.
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
Additional Information about the Securities
Please read this information in conjunction with the terms on the
front cover of this document.
| Additional Provisions: |
| Postponement of maturity date: |
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the third business day following the valuation date as postponed. |
| Minimum ticketing size: |
$1,000 / 1 security |
| Trustee: |
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) |
| Calculation agent: |
JPMS |
| The estimated value of the securities: |
The estimated value of the securities set forth on the cover
of this document is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the
same maturity as the securities, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the securities. The estimated value of the securities does not represent a minimum price at which JPMS would be
willing to buy your securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination
of the estimated value of the securities may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our
affiliates’ view of the funding value of the securities as well as the higher issuance, operational and ongoing liability management
costs of the securities in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co.
This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate
the prevailing market replacement funding rate for the securities. The use of an internal funding rate and any potential changes to that
rate may have an adverse effect on the terms of the securities and any secondary market prices of the securities. For additional information,
see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The estimated
value of the securities is derived by reference to an internal funding rate” in this document. The value of the derivative or derivatives
underlying the economic terms of the securities is derived from internal pricing models of our affiliates. These models are dependent
on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable,
and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events
and/or environments. Accordingly, the estimated value of the securities on the pricing date is based on market conditions and other relevant
factors and assumptions existing at that time. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Securities — The estimated value of the securities does not represent future values of the securities and may differ
from others’ estimates” in this document.
The estimated value of the securities will be lower than the
original issue price of the securities because costs associated with selling, structuring and hedging the securities are included in the
original issue price of the securities. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the securities and the estimated cost of hedging our obligations under the securities. Because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than
expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the securities may be
allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.
See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The estimated
value of the securities will be lower than the original issue price (price to public) of the securities” in this document. |
| Secondary market prices of the securities: |
For information about factors that will impact any secondary market prices of the securities, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — Secondary market prices of the securities will be impacted by many economic and market factors” in this document. In addition, we generally expect that some of the costs included in the original issue price of the securities will be partially paid back to you in connection with any repurchases of your securities by JPMS in an amount that will decline to |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
| |
zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the securities. The length of any such initial period reflects the structure of the securities, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the securities and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The value of the securities as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the securities for a limited time period.” |
| Tax considerations: |
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination
with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S.
federal income tax consequences of owning and disposing of the securities.
Based on current market conditions, in the opinion of our
special tax counsel, it is reasonable to treat your securities as “open transactions” that are not debt instruments for U.S.
federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences
to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement.
Assuming this treatment is respected, the gain or loss on your securities should be treated as long-term capital gain or loss if you hold
your securities for more than a year, whether or not you are an initial purchaser of securities at the issue price. However, the IRS or
a court may not respect this treatment of the securities, in which case the timing and character of any income or loss on the securities
could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S.
federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether
to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature
of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals)
realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive
ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose
a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the securities, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences
of an investment in the securities, including possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based
indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2027 that do not have a delta of one with respect to underlying securities that
could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations
made by us, we expect that Section 871(m) will not apply to the securities with regard to Non-U.S. Holders. Our determination is not binding
on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary, further information
regarding the potential application of Section 871(m) will be provided in the pricing supplement for the securities. You should consult
your tax adviser regarding the potential application of Section 871(m) to the securities. |
| Supplemental use of proceeds and hedging: |
The securities are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the securities. See “How the Trigger Jump Securities Work”
in this document for an illustration of the risk-return profile of the securities and “S&P 500® Index Overview”
in this document for a description of the market exposure provided by the securities.
The original issue price of the securities is equal to the
estimated value of the securities plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring
fee, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the securities, plus the estimated cost of hedging our obligations under the securities. |
| Benefit plan investor considerations: |
See “Benefit Plan Investor Considerations” in the accompanying product supplement. |
JPMorgan Chase Financial Company LLC
Trigger Jump Securities Based on the Value of the S&P 500® Index due May 5, 2026
Principal at Risk Securities
| Supplemental plan of distribution: |
Subject to regulatory constraints, JPMS intends to use its reasonable
efforts to offer to purchase the securities in the secondary market, but is not required to do so. JPMS, acting as agent for JPMorgan
Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management. In addition, Morgan Stanley
Wealth Management will receive a structuring fee as set forth on the cover of this document for each security.
We or our affiliate may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the securities and JPMS and/or
an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “—
Supplemental use of proceeds and hedging” above and “Use of Proceeds and Hedging” in the accompanying product supplement. |
| Where you can find more information: |
You may revoke your offer to purchase the securities at any time prior
to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any
offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, we will notify
you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which
case we may reject your offer to purchase.
You should read this document together with the accompanying prospectus,
as supplemented by the accompanying prospectus supplement, relating to our Series A medium-term notes of which these securities are a
part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement and the
accompanying underlying supplement.
This document, together with the documents listed below, contains the terms
of the securities and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary
or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, stand-alone fact sheets, brochures
or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus
addendum, as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the securities.
You may access these documents on the SEC website at www.sec.gov as follows
(or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
• Product
supplement no. 4-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
• Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
• Prospectus supplement and prospectus, each dated April 13,
2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan
Chase & Co.’s CIK is 19617.
As used in this document, “we,” “us,” and
“our” refer to JPMorgan Financial. |
JP Morgan Chase (NYSE:JPM-M)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
JP Morgan Chase (NYSE:JPM-M)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
