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
Capped Buffered Equity Notes Linked to the Lesser
Performing of the NASDAQ-100 Index® and the S&P
500® Index due June 18, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a return of 1.00 times any appreciation of the lesser performing of the
NASDAQ-100 Index® and the S&P 500® Index, which we refer to as the Indices, up to a maximum return of at least 35.90%, at
maturity.
●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 84.00% 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 14, 2024 and are expected to settle on or about June 20, 2024.
●CUSIP: 48135NGB6
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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 $10.00 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 NASDAQ-100 Index® (Bloomberg ticker: NDX) and
the S&P 500® Index (Bloomberg ticker: SPX) (each an “Index”
and collectively, the “Indices”)
Maximum Return: At least 35.90% (corresponding to a
maximum payment at maturity of at least $1,359.00 per $1,000
principal amount note) (to be provided in the pricing supplement)
Upside Leverage Factor: 1.00
Buffer Amount: 16.00%
Pricing Date: On or about June 14, 2024
Original Issue Date (Settlement Date): On or about June 20,
2024
Observation Date*: June 15, 2026
Maturity Date*: June 18, 2026
* 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 × Lesser Performing Index Return × Upside
Leverage Factor), subject to the Maximum Return
If (i) the Final Value of one Index is greater than its Initial Value
and the Final Value of the other Index 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 either 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 × (Lesser Performing Index Return + Buffer
Amount)]
If the Final Value of either 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.
Lesser Performing Index: The Index with the Lesser Performing
Index Return
Lesser Performing Index Return: The lower 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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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 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 Lesser
Performing Index
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Lesser 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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35.90%
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$1,359.00
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170.00
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70.00%
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35.90%
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$1,359.00
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160.00
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60.00%
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35.90%
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$1,359.00
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150.00
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50.00%
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35.90%
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$1,359.00
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140.00
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40.00%
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35.90%
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$1,359.00
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135.90
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35.90%
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35.90%
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$1,359.00
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130.00
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30.00%
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30.00%
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$1,300.00
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120.00
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20.00%
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20.00%
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$1,200.00
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110.00
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10.00%
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10.00%
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$1,100.00
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105.00
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5.00%
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5.00%
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$1,050.00
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101.00
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1.00%
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1.00%
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$1,010.00
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100.00
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0.00%
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0.00%
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$1,000.00
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95.00
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-5.00%
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0.00%
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$1,000.00
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90.00
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-10.00%
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0.00%
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$1,000.00
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85.00
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-15.00%
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0.00%
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$1,000.00
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84.00
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-16.00%
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0.00%
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$1,000.00
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80.00
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-20.00%
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-4.00%
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$960.00
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70.00
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-30.00%
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-14.00%
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$860.00
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60.00
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-40.00%
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-24.00%
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$760.00
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50.00
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-50.00%
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-34.00%
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$660.00
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40.00
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-60.00%
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-44.00%
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$560.00
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30.00
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-70.00%
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-54.00%
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$460.00
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20.00
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-80.00%
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-64.00%
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$360.00
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10.00
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-90.00%
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-74.00%
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$260.00
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0.00
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-100.00%
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-84.00%
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$160.00
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PS-2 | Structured Investments
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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 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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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 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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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 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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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 Index® and the S&P 500® Index
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Historical Performance of the NASDAQ-100 Index®
![]() Source: Bloomberg
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Historical Performance of the S&P 500® Index
![]() Source: Bloomberg
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PS-6 | Structured Investments
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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 Index® and the S&P 500® Index
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Tax Treatment
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The Estimated Value of the Notes
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PS-7 | Structured Investments
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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 Index® and the S&P 500® Index
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Secondary Market Prices of the Notes
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Supplemental Use of Proceeds
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Additional Terms Specific to the Notes
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PS-8 | Structured Investments
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![]()
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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 Index® and the S&P 500® Index
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PS-9 | Structured Investments
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![]()
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Capped Buffered Equity Notes Linked to the Lesser Performing of the
NASDAQ-100 Index® and the S&P 500® Index
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