none

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 March 12, 2024


March , 2024	Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)

JPMorgan Chase Financial Company LLC

Structured Investments

Capped Buffered Return Enhanced Notes Linked to

the iShares® MSCI EAFE ETF due October 2, 2025

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

●The notes are designed for investors who seek a return of 2.00 times any appreciation of the iShares® MSCI EAFE ETF, up to

a maximum return of at least 13.65%, 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.

●Minimum denominations of $1,000 and integral multiples thereof

●The notes are expected to price on or about March 27, 2024 and are expected to settle on or about April 2, 2024.

●CUSIP: 48134WJ32

Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus

supplement, “Risk Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk

Considerations” beginning on page PS-4 of this pricing supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the

notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, underlying

supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


	Price to Public (1)	Fees and Commissions (2)	Proceeds to Issuer
Per note	$1,000	$	$
Total	$	$	$
(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 $22.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.

If the notes priced today, the estimated value of the notes would be approximately $963.20 per $1,000 principal amount note.

The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and will not

be less than $940.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement for

additional information.

The notes 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.

Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023 and the prospectus and

prospectus supplement, each dated April 13, 2023

Key Terms


Issuer: JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor: JPMorgan Chase & Co. Fund: The iShares® MSCI EAFE ETF (Bloomberg ticker: EFA) Maximum Return: At least 13.65% (corresponding to a maximum payment at maturity of at least $1,136.50 per $1,000 principal amount note) (to be provided in the pricing supplement) Upside Leverage Factor: 2.00 Buffer Amount: 10.00% Pricing Date: On or about March 27, 2024 Original Issue Date (Settlement Date): On or about April 2, 2024 Observation Date: September 29, 2025 Maturity Date: October 2, 2025 * 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		Payment at Maturity: If the Final Value is greater than the Initial Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 × Fund Return × Upside Leverage Factor), subject to the Maximum Return If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount, you will receive the principal amount of your notes at maturity. If the Final Value is less than the 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 × (Fund Return + Buffer Amount)] If the Final Value is less than the Initial Value by more than the Buffer Amount, you will lose some or most of your principal amount at maturity. Fund Return: (Final Value – Initial Value) Initial Value Initial Value: The closing price of one share of the Fund on the Pricing Date Final Value: The closing price of one share of the Fund on the Observation Date Share Adjustment Factor: The Share Adjustment Factor is referenced in determining the closing price of one share 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.


PS-1 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Supplemental Terms of the Notes

Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of

manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding

anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of the

notes or any other party.

Hypothetical Payout Profile

The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Fund.

The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment

at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume the

following:

●an Initial Value of $100.00;

●a Maximum Return of 13.65%;

●an Upside Leverage Factor of 2.00; and

●a Buffer Amount of 10.00%.

The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial

Value. The actual Initial Value will be the closing price of one share of the Fund on the Pricing Date and will be provided in the pricing

supplement. For historical data regarding the actual closing prices of one share of the Fund, please see the historical information set

forth under “The Fund” in this pricing supplement.

Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the

actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and graph

have been rounded for ease of analysis.


Final Value	Fund Return	Total Return on the Notes	Payment at Maturity
$180.000	80.000%	13.65%	$1,136.50
$170.000	70.000%	13.65%	$1,136.50
$160.000	60.000%	13.65%	$1,136.50
$150.000	50.000%	13.65%	$1,136.50
$140.000	40.000%	13.65%	$1,136.50
$130.000	30.000%	13.65%	$1,136.50
$120.000	20.000%	13.65%	$1,136.50
$110.000	10.000%	13.65%	$1,136.50
$106.825	6.825%	13.65%	$1,136.50
$105.000	5.000%	10.00%	$1,100.00
$101.000	1.000%	2.00%	$1,020.00
$100.000	0.000%	0.00%	$1,000.00
$95.000	-5.000%	0.00%	$1,000.00
$90.000	-10.000%	0.00%	$1,000.00
$85.000	-15.000%	-5.00%	$950.00
$80.000	-20.000%	-10.00%	$900.00
$70.000	-30.000%	-20.00%	$800.00
$60.000	-40.000%	-30.00%	$700.00
$50.000	-50.000%	-40.00%	$600.00
$40.000	-60.000%	-50.00%	$500.00
$30.000	-70.000%	-60.00%	$400.00
$20.000	-80.000%	-70.00%	$300.00
$10.000	-90.000%	-80.00%	$200.00
$0.000	-100.000%	-90.00%	$100.00


PS-2 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Fund Returns (-100% to 100%).

There can be no assurance that the performance of the Fund will result in the return of any of your principal amount in excess of $100.00

per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

How the Notes Work

Upside Scenario:

If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to 2.00

times the Fund Return, subject to the Maximum Return of at least 13.65%. Assuming a hypothetical Maximum Return of 13.65%, an

investor will realize the maximum payment at maturity at a Final Value at or above 106.825% of the Initial Value.

●If the closing price of one share of the Fund increases 5.00%, investors will receive at maturity a return of 10.00%, or $1,100.00 per

$1,000 principal amount note.

●Assuming a hypothetical Maximum Return of 13.65%, if the closing price of one share of the Fund increases 25.00%, investors will

receive at maturity a return equal to the Maximum Return of 13.65%, or $1,136.50 per $1,000 principal amount note, which is the

maximum payment at maturity.

Par Scenario:

If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10.00%, investors will receive

at maturity the principal amount of their notes.

Downside Scenario:

If the Final Value is less than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal amount

of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount.

●For example, if the closing price of one share of the Fund declines 50.00%, investors will lose 40.00% of their principal amount and

receive only $600.00 per $1,000 principal amount note at maturity.

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.

These hypotheticals do not reflect the 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.


PS-3 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the

accompanying prospectus supplement and product supplement.

●YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —

The notes do not guarantee any return of principal. If the Final Value is less than the Initial Value by more than 10.00%, you will lose

1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 10.00%.

Accordingly, under these circumstances, you will lose up to 90.00% of your principal amount at maturity.

●YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,

regardless of any appreciation of the Fund, which may be significant.

●CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —

Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential

change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk,

is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you

may not receive any amounts owed to you under the notes 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. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to

obligations of our affiliates to make payments under loans made by us or other intercompany agreements. As a result, we are

dependent upon payments from our affiliates to meet our obligations under the notes. If these affiliates do not make payments to us

and we fail to make payments on the notes, 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.

●POTENTIAL CONFLICTS —

We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &

Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading

activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value

of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product

supplement.

●THE NOTES DO NOT PAY INTEREST.

●YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS

WITH RESPECT TO THE FUND OR THOSE SECURITIES.

●THERE ARE RISKS ASSOCIATED WITH THE FUND —

The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the

implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could

adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.

●THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,

MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET

VALUE PER SHARE —

The Fund does not fully replicate its Underlying Index (as defined under “The Fund” below) and may hold securities different from

those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and fees that

are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the

performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying the

Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying Index.

Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor demand,

the market value of one share of the Fund may differ from the net asset value per share of the Fund.

During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants

may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely

affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.

Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and

sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from

the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the

performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and adversely

affect the value of the notes in the secondary market and/or reduce any payment on the notes.

●NON-U.S. SECURITIES RISK —

The non-U.S. equity securities held by the Fund have been issued by non-U.S. companies. Investments in securities linked to the

value of such non-U.S. equity securities involve risks associated with the home countries and/or the securities markets in the home

countries of the issuers of those non-U.S. equity securities. Also, with respect to equity securities that are not listed in the U.S., there

is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies

that are subject to the reporting requirements of the SEC.


PS-4 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

●THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK —

Because the prices of the equity securities held by the Fund are converted into U.S. dollars for purposes of calculating the net asset

value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the currencies in

which the equity securities held by the Fund trade. Your net exposure will depend on the extent to which those currencies

strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund denominated in each of

those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of the

Fund will be adversely affected and any payment on the notes may be reduced.

●THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —

The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.

However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an

event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and

adversely affected.

●LACK OF LIQUIDITY —

The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely

to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not

designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.

●THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —

You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the

Maximum Return.

●THE TAX DISCLOSURE IS SUBJECT TO CONFIRMATION —

The information set forth under “Tax Treatment” in this pricing supplement remains subject to confirmation by our special tax counsel

following the pricing of the notes. If that information cannot be confirmed by our tax counsel, you may be asked to accept revisions

to that information in connection with your purchase. Under these circumstances, if you decline to accept revisions to that

information, your purchase of the notes will be canceled.

●THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE

NOTES —

The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes

will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are included in

the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates

expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our

obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.

●THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER

FROM OTHERS’ ESTIMATES —

See “The Estimated Value of the Notes” in this pricing supplement.

●THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —

The internal funding rate used in the determination of the estimated value of the notes 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 notes as well as the higher issuance,

operational and ongoing liability management costs of the notes 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 notes. The use of an

internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary

market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

●THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT

STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME

PERIOD —

We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in

connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.

See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.

Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by

JPMS (and which may be shown on your customer account statements).

●SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE

NOTES —

Any secondary market prices of the notes will likely be lower than the original issue price of the notes 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, projected hedging profits, if any, and estimated hedging costs

that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes

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.


PS-5 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

●SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —

The secondary market price of the notes 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, projected hedging profits, if any, estimated hedging costs

and the price of one share of the Fund. Additionally, independent pricing vendors and/or third party broker-dealers may publish a

price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than

the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors —

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be

impacted by many economic and market factors” in the accompanying product supplement.

The Fund

The iShares® MSCI EAFE ETF is an exchange-traded fund of iShares® Trust, a registered investment company, that seeks to track the

investment results, before fees and expenses, of an index composed of large- and mid-capitalization developed market equities,

excluding the United States and Canada, which we refer to as the Underlying Index with respect to the iShares® MSCI EAFE ETF. The

Underlying Index for the iShares® MSCI EAFE ETF is currently the MSCI EAFE® Index. The MSCI EAFE® Index is a free float-adjusted

market capitalization index intended to measure the equity market performance of certain developed markets, excluding the United

States and Canada. For additional information about the iShares® MSCI EAFE ETF, see “Fund Descriptions — The iShares® ETFs” in

the accompanying underlying supplement.

Historical Information

The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of the

Fund from January 4, 2019 through March 8, 2024. The closing price of one share of the Fund on March 11, 2024 was $78.80. We

obtained the closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.

The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Fund, such as stock splits.

The historical closing prices of one share of the Fund should not be taken as an indication of future performance, and no assurance can

be given as to the closing price of one share of the Fund on the Pricing Date or the Observation Date. There can be no assurance that

the performance of the Fund will result in the return of any of your principal amount in excess of $100.00 per $1,000 principal amount

note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

Historical Performance of the iShares® MSCI EAFE ETF

Source: Bloomberg


PS-6 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

Tax Treatment

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product

supplement no. 4-I. We expect to ask our special tax counsel to provide an opinion substantially consistent with the following discussion

at pricing.

Based on current market conditions, it is reasonable to treat the notes 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, subject to the possible application of the “constructive ownership” rules, the gain or loss on your notes should be

treated as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes

at the issue price. The notes could be treated (in whole or in part) as “constructive ownership transactions” within the meaning of Section

1260 of the Code, in which case all or a portion of any gain recognized in respect of the notes that would otherwise be long-term capital

gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated as ordinary

income, and a notional interest charge would apply as if that income had accrued for tax purposes at a constant yield over your holding

period for the notes. We do not expect our special tax counsel to be in a position to express an opinion with respect to whether the

constructive ownership rules apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential

application of the constructive ownership rules.

The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income or

loss on your notes 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 described above. 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 notes, possibly with retroactive effect. You should consult your tax

adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the potential application of the

constructive ownership rules, 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,

2025 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 notes 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 notes. You should consult your tax adviser regarding the potential

application of Section 871(m) to the notes.

The Estimated Value of the Notes

The estimated value of the notes set forth on the cover of this pricing supplement 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 notes, valued using the internal funding rate

described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes does

not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The

internal funding rate used in the determination of the estimated value of the notes 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 notes as well as the higher issuance, operational and ongoing

liability management costs of the notes 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 notes. The use of an internal funding rate and any potential changes

to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. For additional

information, see “Selected Risk Considerations — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding

Rate” in this pricing supplement.


PS-7 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

The value of the derivative or derivatives underlying the economic terms of the notes 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 notes is determined when

the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.

The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. 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 notes 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 notes from you in secondary market transactions.

The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling, structuring

and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS

and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in

hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. 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 notes 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

“Selected Risk Considerations — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the

Notes” in this pricing supplement.

Secondary Market Prices of the Notes

For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the

Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic

and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs included in the

original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount

that will decline to zero over an initial predetermined period. These costs can include selling commissions, projected hedging profits, if

any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt

issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the stated term of the notes.

The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our

hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See

“Selected Risk Considerations — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account

Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the

notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile

of the notes and “The Fund” in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other

affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent

in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.

Additional Terms Specific to the Notes

You may revoke your offer to purchase the notes 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 notes prior to their issuance. In the event of any

changes to the terms of the notes, 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.


PS-8 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying prospectus

supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information contained in

the accompanying product supplement and the accompanying underlying supplement. This pricing supplement, together with the

documents listed below, contains the terms of the notes 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, 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,

as the notes 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 notes.

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

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing

supplement, “we,” “us” and “our” refer to JPMorgan Financial.


PS-9 \| Structured Investments
Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF