JPMorgan Chase & Co.
04/07/2025 | Press release | Distributed by Public on 04/07/2025 04:06
Primary Offering Prospectus (Form 424B2)
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 April 4, 2025
April , 2025 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023,
and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser
Performing of the Common Stock of Blackstone Inc. and the
Common Stock of Amazon.com, Inc. due April 8, 2027
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek a return of 3.00 times any appreciation of the lesser performing of the
Reference Stocks, up to a maximum return of at least 152.50%, at maturity.
● Investors should be willing to forgo interest and dividend payments and be willing to lose some or all 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 Reference Stocks. Payments on the notes are linked
to the performance of each of the Reference Stocks individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes are expected to price on or about April 4, 2025 (the "Pricing Date") and are expected to settle on or about April
9, 2025. The Strike Value of each Reference Stock has been determined by reference to the closing price of one
share of that Reference Stock on April 3, 2025 and not by reference to the closing price of one share of that
Reference Stock on the Pricing Date.
● CUSIP: 48136D7D3
Investing in the notes 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 "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,
prospectus supplement, prospectus and prospectus addendum. 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 $4.00 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 $971.90 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 $950.00 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.
PS-1 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under "Key Terms Relating to
the Reference Stocks" in this pricing supplement
Maximum Return: At least 152.50% (corresponding to a
maximum payment at maturity of at least $2,525.00 per $1,000
principal amount note) (to be provided in the pricing
supplement)
Upside Leverage Factor: 3.00
Barrier Amount: With respect to each Reference Stock,
70.00% of its Strike Value, as specified under "Key Terms
Relating to the Reference Stocks" in this pricing supplement
Strike Date: April 3, 2025
Pricing Date: On or about April 4, 2025
Original Issue Date (Settlement Date): On or about April 9,
2025
Observation Date*: April 5, 2027
Maturity Date*: April 8, 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
Payment at Maturity:
If the Final Value of each Reference Stock is greater than its
Strike Value, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Stock Return × Upside
Leverage Factor), subject to the Maximum Return
If the Final Value of either Reference Stock is equal to or less
than its Strike Value but the Final Value of each Reference
Stock is greater than or equal to its Barrier Amount, you will
receive the principal amount of your notes at maturity.
If the Final Value of either Reference Stock is less than its
Barrier Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Stock Return)
If the Final Value of either Reference Stock is less than its
Barrier Amount, you will lose more than 30.00% of your
principal amount at maturity and could lose all of your principal
amount at maturity.
Lesser Performing Reference Stock: The Reference Stock
with the Lesser Performing Stock Return
Lesser Performing Stock Return: The lower of the Stock
Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value - Strike Value)
Strike Value
Strike Value: With respect to each Reference Stock, the
closing price of one share of that Reference Stock on the Strike
Date, as specified under "Key Terms Relating to the Reference
Stocks" in this pricing supplement. The Strike Value of each
Reference Stock is not the closing price of one share of
that Reference Stock on the Pricing Date.
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Observation
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Strike Date. The Stock Adjustment Factor of
each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that Reference
Stock. See "The Underlyings - Reference Stocks - Anti-
Dilution Adjustments" and "The Underlyings - Reference
Stocks - Reorganization Events" in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
Key Terms Relating to the Reference Stocks
Reference Stock
Bloomberg Ticker Symbol
Strike Value
Barrier Amount
Common stock of Blackstone Inc., par value $0.00001 per share
BX
$133.10
$93.17
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
$178.41
$124.887
Supplemental Terms of the Notes
Any values of the Reference Stocks, 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 two hypothetical
Reference Stocks. 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:
● a Strike Value for the Lesser Performing Reference Stock of $100.00;
● a Maximum Return of 152.50%;
● an Upside Leverage Factor of 3.00; and
● a Barrier Amount for the Lesser Performing Reference Stock of 70.00 (equal to 70.00% of its hypothetical Strike Value).
The hypothetical Strike Value of the Lesser Performing Reference Stock of $100.00 has been chosen for illustrative purposes only and
does not represent the actual Strike Value of either Reference Stock. The actual Strike Value of each Reference Stock is the closing
price of one share of that Reference Stock on the Strike Date and is specified under "Key Terms Relating to the Reference Stocks" in
this pricing supplement. For historical data regarding the actual closing prices of one share of each Reference Stock, please see the
historical information set forth under "The Reference Stocks" 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 of the
Lesser Performing
Reference Stock
Lesser Performing Stock
Return
Total Return on the Notes
Payment at Maturity
$350.00000
250.00000%
152.50%
$2,525.00
$300.00000
200.00000%
152.50%
$2,525.00
$250.00000
150.00000%
152.50%
$2,525.00
$200.00000
100.00000%
152.50%
$2,525.00
$180.00000
80.00000%
152.50%
$2,525.00
$165.00000
65.00000%
152.50%
$2,525.00
$150.83334
50.83334%
152.50%
$2,525.00
$150.00000
50.00000%
150.00%
$2,500.00
$140.00000
40.00000%
120.00%
$2,220.00
$130.00000
30.00000%
90.00%
$1,900.00
$120.00000
20.00000%
60.00%
$1,600.00
$110.00000
10.00000%
30.00%
$1,300.00
$105.00000
5.00000%
15.00%
$1,150.00
$101.00000
1.00000%
3.00%
$1,030.00
$100.00000
0.00000%
0.00%
$1,000.00
$95.00000
-5.00000%
0.00%
$1,000.00
$90.00000
-10.00000%
0.00%
$1,000.00
$80.00000
-20.00000%
0.00%
$1,000.00
$70.00000
-30.00000%
0.00%
$1,000.00
$69.99000
-30.01000%
-30.01%
$699.90
$60.00000
-40.00000%
-40.00%
$600.00
$50.00000
-50.00000%
-50.00%
$500.00
$40.00000
-60.00000%
-60.00%
$400.00
$30.00000
-70.00000%
-70.00%
$300.00
$20.00000
-80.00000%
-80.00%
$200.00
$10.00000
-90.00000%
-90.00%
$100.00
$0.00000
-100.00000%
-100.00%
$0.00
PS-3 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Lesser Performing Stock Returns.
There can be no assurance that the performance of the Lesser Performing Reference Stock will result in the return of any of your
principal amount.
How the Notes Work
Upside Scenario:
If the Final Value of each Reference Stock is greater than its Strike Value, investors will receive at maturity the $1,000 principal amount
plus a return equal to the Lesser Performing Stock Return times the Upside Leverage Factor of 3.00, up to the Maximum Return of at
least 152.50%. Assuming a hypothetical Maximum Return of 152.50%, an investor will realize the maximum payment at maturity at a
Final Value of the Lesser Performing Reference Stock of approximately 150.83334% or more of its Strike Value.
● If the closing price of one share of the Lesser Performing Reference Stock increases 10.00%, investors will receive at maturity a
return equal to 30.00%, or $1,300.00 per $1,000 principal amount note.
● Assuming a hypothetical Maximum Return of 152.50%, if the closing price of one share of the Lesser Performing Reference Stock
increases 200.00%, investors will receive at maturity a return equal to the 152.50% Maximum Return, or $2,525.00 per $1,000
principal amount note, which is the maximum payment at maturity.
Par Scenario:
If the Final Value of either Reference Stock is equal to or less than its Strike Value but the Final Value of each Reference Stock is
greater than or equal to its Barrier Amount of 70.00% of its Strike Value, investors will receive at maturity the principal amount of their
notes.
Downside Scenario:
If the Final Value of either Reference Stock is less than its Barrier Amount of 70.00% of its Strike Value, investors will lose 1% of the
principal amount of their notes for every 1% that the Final Value of the Lesser Performing Reference Stock is less than its Strike Value.
● For example, if the closing price of one share of the Lesser Performing Reference Stock declines 60.00%, investors will lose
60.00% of their principal amount and receive only $400.00 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-4 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
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 and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
● YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the Final Value of either Reference Stock is less than its Barrier Amount, you
will lose 1% of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing Reference Stock is
less than its Strike Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at
maturity and could lose all of your principal amount at maturity.
● 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 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 notes. 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 notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable 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. For more
information, see the accompanying prospectus addendum.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK -
Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of
each individual Reference Stock. Poor performance by either of the Reference Stocks over the term of the notes may negatively
affect your payment at maturity and will not be offset or mitigated by positive performance by the other Reference Stock.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING REFERENCE STOCK.
● THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE -
If the Final Value of either Reference Stock is less than its Barrier Amount, the benefit provided by the Barrier Amount will
terminate and you will be fully exposed to any depreciation of the Lesser Performing Reference Stock.
● THE NOTES DO NOT PAY INTEREST.
● YOU WILL NOT RECEIVE DIVIDENDS ON EITHER REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO
EITHER REFERENCE STOCK.
● THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS BARRIER AMOUNT
IS GREATER IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
● 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.
PS-5 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
Risks Relating to Conflicts of Interest
● 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.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
● 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.
● 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 prices of one share of the Reference Stocks. 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
PS-6 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
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.
Risks Relating to the Reference Stocks
● NO AFFILIATION WITH EITHER REFERENCE STOCK ISSUER -
We have not independently verified any of the information about either Reference Stock issuer contained in this pricing
supplement. You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for
either Reference Stock issuer's public disclosure of information, whether contained in SEC filings or otherwise.
● THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY -
The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
PS-7 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
The Reference Stocks
All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available
sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the
relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with
the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the
table below, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents
are accurate or complete. We obtained the closing prices below from the Bloomberg Professional® service ("Bloomberg") without
independent verification.
Reference Stock
Bloomberg
Ticker Symbol
Relevant
Exchange
SEC File
Number
Closing Price on
April 3, 2025
Common stock of Blackstone Inc., par value $0.00001 per share
BX
New York Stock
Exchange
001-33551
$133.10
Common stock of Amazon.com, Inc., par value $0.01 per share
AMZN
The Nasdaq
Stock Market
000-22513
$178.41
According to publicly available filings of the relevant Reference Stock issuer with the SEC:
● Blackstone Inc. is an alternative asset manager, operating asset management businesses that include investment strategies
focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge
funds.
● Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices;
develops and produces media content; offers subscription services, such as Amazon Prime; offers programs that enable
sellers to sell their products in its stores and to fulfill orders using Amazon.com, Inc.'s services; offers developers and
enterprises a set of on-demand technology services, including compute, storage, database, analytics and machine learning
and other service offerings; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch
streamers, skill and app developers and others to publish and sell content; and provides advertising services to sellers,
vendors, publishers, authors and others, through programs such as sponsored ads, display and video advertising.
Historical Information
The following graphs set forth the historical performance of each Reference Stock based on the weekly historical closing prices of one
share of that Reference Stock from January 3, 2020 through March 28, 2025. 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 corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings
and bankruptcy.
The historical closing prices of one share of each Reference Stock 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 either Reference Stock on the Observation Date. There can be no
assurance that the performance of the Reference Stocks will result in the return of any of your principal amount.
PS-8 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
Tax Treatment
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 notes.
Based on current market conditions, in the opinion of our special tax counsel 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, 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. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
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, which very generally can operate to recharacterize certain long-term capital gain as ordinary
PS-9 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
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 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 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 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 - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
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
PS-10 | Structured Investments
Capped Accelerated Barrier Notes Linked to the Lesser Performing of the
Common Stock of Blackstone Inc. and the Common Stock of Amazon.com,
Inc.
profits. See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - 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 - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - 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 Reference Stocks" 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.
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, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product 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 and in Annex A to the accompanying prospectus addendum, 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:
● Prospectus supplement and prospectus, each dated April 13, 2023:
● Prospectus addendum dated June 3, 2024:
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.