June , 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
Uncapped Buffered Return Enhanced Notes Linked to
the Least Performing of the Dow Jones Industrial
AverageTM, the Russell 2000® Index and the S&P 500®
Index due July 1, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek an uncapped return of at least 1.57 times any appreciation of the least
performing of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the S&P 500® Index, which we refer to as the
Indices, at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00% of their principal amount
at maturity.
●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as
JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment
on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan
Chase & Co., as guarantor of the notes.
●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about June 28, 2024 and are expected to settle on or about July 3, 2024.
●CUSIP: 48135MW38
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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 $3.50 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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Key Terms
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Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Dow Jones Industrial AverageTM (Bloomberg ticker:
INDU), the Russell 2000® Index (Bloomberg ticker: RTY) and the
S&P 500® Index (Bloomberg ticker: SPX) (each an “Index” and
collectively, the “Indices”)
Upside Leverage Factor: At least 1.57 (to be provided in the
pricing supplement)
Buffer Amount: 10.00%
Pricing Date: On or about June 28, 2024
Original Issue Date (Settlement Date): On or about July 3,
2024
Observation Date*: June 28, 2027
Maturity Date*: July 1, 2027
* 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
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Payment at Maturity:
If the Final Value of each Index is greater than its Initial Value,
your payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return × Upside
Leverage Factor)
If (i) the Final Value of one or more Indices is greater than its
Initial Value and the Final Value of the other Index or Indices is
equal to its Initial Value or is less than its Initial Value by up to the
Buffer Amount or (ii) the Final Value of each Index is equal to its
Initial Value or is less than its Initial Value by up to the Buffer
Amount, you will receive the principal amount of your notes at
maturity.
If the Final Value of any Index is less than its Initial Value by more
than the Buffer Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + [$1,000 × (Least Performing Index Return + Buffer
Amount)]
If the Final Value of any Index is less than its Initial Value by more
than the Buffer Amount, you will lose some or most of your
principal amount at maturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of that
Index on the Pricing Date
Final Value: With respect to each Index, the closing level of that
Index on the Observation Date
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PS-1 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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Supplemental Terms of the Notes
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Hypothetical Payout Profile
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Final Value of the Least
Performing Index
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Least Performing Index
Return
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Total Return on the Notes
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Payment at Maturity
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180.00
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80.00%
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125.60%
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$2,256.00
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170.00
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70.00%
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109.90%
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$2,099.00
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160.00
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60.00%
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94.20%
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$1,942.00
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150.00
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50.00%
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78.50%
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$1,785.00
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140.00
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40.00%
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62.80%
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$1,628.00
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130.00
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30.00%
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47.10%
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$1,471.00
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120.00
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20.00%
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31.40%
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$1,314.00
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110.00
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10.00%
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15.70%
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$1,157.00
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105.00
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5.00%
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7.85%
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$1,078.50
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101.00
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1.00%
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1.57%
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$1,015.70
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100.00
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0.00%
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0.00%
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$1,000.00
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95.00
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-5.00%
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0.00%
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$1,000.00
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90.00
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-10.00%
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0.00%
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$1,000.00
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85.00
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-15.00%
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-5.00%
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$950.00
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80.00
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-20.00%
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-10.00%
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$900.00
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70.00
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-30.00%
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-20.00%
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$800.00
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60.00
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-40.00%
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-30.00%
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$700.00
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50.00
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-50.00%
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-40.00%
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$600.00
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40.00
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-60.00%
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-50.00%
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$500.00
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30.00
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-70.00%
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-60.00%
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$400.00
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20.00
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-80.00%
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-70.00%
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$300.00
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10.00
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-90.00%
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-80.00%
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$200.00
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0.00
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-100.00%
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-90.00%
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$100.00
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PS-2 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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How the Notes Work
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PS-3 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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Selected Risk Considerations
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PS-4 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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The Indices
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PS-5 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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Historical Performance of the Dow Jones Industrial AverageTM
Source: Bloomberg
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Historical Performance of the Russell 2000® Index
Source: Bloomberg
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PS-6 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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Tax Treatment
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PS-7 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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The Estimated Value of the Notes
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Secondary Market Prices of the Notes
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PS-8 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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Supplemental Use of Proceeds
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Additional Terms Specific to the Notes
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PS-9 | Structured Investments
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Uncapped Buffered Return Enhanced Notes Linked to the Least Performing
of the Dow Jones Industrial AverageTM, the Russell 2000® Index and the
S&P 500® Index
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