Form 424B2 - Prospectus [Rule 424(b)(2)] (2024)

The information in this preliminarypricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion dated August21, 2024

Investing in the notes involves a number of risks. See “RiskFactors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “RiskFactors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginningon page PS-7 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 pricingsupplement or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Anyrepresentation to the contrary is a criminal offense.

If the notes priced today, theestimated value of the notes would be approximately $963.50 per $1,000 principal amount note. The estimated value of the notes, when theterms 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, arenot 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 datedApril 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023,and the prospectus addendum dated June 3, 2024

KeyTerms

PS-1| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

KeyTerms Relating to the Review Dates and Interest Payment Dates

PS-2| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

SupplementalTerms of the Notes

Any value of any underlier, and any values derivedtherefrom, included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of thispricing 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.

Howthe Notes Work

Payments in Connection with the First, Second,Third, Fourth and Fifth Review Dates

Payments in Connection with Review Dates (Otherthan the First, Second, Third, Fourth, Fifth and Final Review Dates)

PS-3| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

Payment at Maturity If the Notes Have NotBeen Redeemed Early

PS-4| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

Total Contingent Interest Payments

The table below illustrates the hypotheticaltotal Contingent Interest Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent InterestRate of 9.50% per annum, depending on how many Contingent Interest Payments are made prior to early redemption or maturity. The actualContingent Interest Rate will be provided in the pricing supplement and will be at least 9.50% per annum.

PS-5| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

HypotheticalPayout Examples

Thefollowing examples illustrate payments on the notes linked to three hypothetical Indices, assuming a range of performances for the hypotheticalLeast Performing Index on the Review Dates.

The hypothetical payments set forth below assumethe following:

The hypothetical Initial Value of the LeastPerforming Index of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value ofany Index.

The actual Initial Value of each Indexwill be the closing level of that Index on the PricingDate and will be provided in the pricing supplement. For historical data regarding the actual closing levels of eachIndex, please see the historical information set forth under “The Indices” in this pricing supplement.

Each hypothetical payment set forth below isfor illustrative purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in thefollowing examples have been rounded for ease of analysis.

Example 1 — Notes have NOT beenredeemed early and the Final Value of the Least Performing Index is greater than or equal to its Trigger Value and its Interest Barrier.

Because the notes have not been redeemed earlyand the Final Value of the Least Performing Index is greater than or equal to its Trigger Value and its Interest Barrier, the paymentat maturity, for each $1,000 principal amount note, will be $1,007.9167 (or $1,000 plus the Contingent Interest Payment applicableto the final Review Date). When added to the Contingent Interest Payments received with respect to the prior Review Dates, the total amountpaid, for each $1,000 principal amount note, is $1,023.75.

Example 2 — Notes have NOT beenredeemed early and the Final Value of the Least Performing Index is less than its Interest Barrier but is greater than or equal to itsTrigger Value.

Because the notes have not been redeemed earlyand the Final Value of the Least Performing Index is less than its Interest Barrier but is greater than or equal to its Trigger Value,the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When added to the Contingent Interest Payments receivedwith respect to the prior Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,015.8333.

PS-6| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

Example 3 — Notes have NOT beenredeemed early and the Final Value of the Least Performing Index is less than its Trigger Value.

Because the notes have not been redeemed early,the Final Value of the Least Performing Index is less than its Trigger Value and the Least Performing Index Return is-60.00%, the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 × (-60.00%)] = $400.00

The hypothetical returns and hypothetical paymentson the notes shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect the fees orexpenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returnsand hypothetical payments shown above would likely be lower.

SelectedRisk Considerations

An investment in the notes involves significant risks. Theserisks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplementand in Annex A to the accompanying prospectus addendum.

PS-7| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

PS-8| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

TheIndices

The Dow Jones Industrial Average^® consistsof 30 common stocks chosen as representative of the broad market of U.S. industry. For additional information about the Dow Jones IndustrialAverage^®, see “Equity Index Descriptions — The Dow Jones Industrial Average^®” in the accompanyingunderlying supplement.

The NASDAQ-100 Index^® is a modified marketcapitalization-weighted index of 100 of the largest non-financial securities listed on The NASDAQ Stock Market based on market capitalization.For additional information about the NASDAQ-100 Index^®, see “Equity Index Descriptions — The NASDAQ-100 Index^®”in the accompanying underlying supplement.

The Russell 2000^® Index consists of themiddle 2,000 companies included in the Russell 3000E^TM Index and, as a result of the index calculation methodology, consistsof the smallest 2,000 companies included in the Russell 3000^® Index. The Russell 2000^® Index is designedto track the performance of the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000^®Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.

Historical Information

The following graphs set forth the historical performanceof each Index based on the weekly historical closing levels from January 4, 2019 through August 16, 2024. The closing level of the DowJones Industrial Average^® on August 20, 2024 was 40,834.97. The closing level of the NASDAQ-100 Index^® onAugust 20, 2024 was 19,719.82. The closing level of the Russell 2000^® Index on August 20, 2024 was 2,142.188. We obtainedthe closing levels above and below from the Bloomberg Professional^® service (“Bloomberg”), without independentverification.

The historical closing levels of each Index should notbe taken as an indication of future performance, and no assurance can be given as to the closing level of any Index on the Pricing Dateor any Review Date. There can be noassurance that the performance of the Indices will result in the return of any of your principal amount or the payment of any interest.

PS-9| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

PS-10| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

TaxTreatment

You should review carefully the section entitled“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our reportingresponsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingentcoupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. FederalIncome Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated ContingentCoupons” in the accompanying product supplement. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel,we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a court may adopt, in whichcase the timing and character of any income or loss on the notes could be materially affected. In addition, in 2007 Treasury and the IRSreleased a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similarinstruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of theirinvestment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instrumentsand the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requestscomments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after considerationof these issues could materially affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussionsabove and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rulesunder Section 451(b) of the Code. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investmentin the notes, including possible alternative treatments and the issues presented by the notice described above.

Non-U.S. Holders — Tax Considerations.The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take aposition that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), itis expected that withholding agents will (and we, if we are the withholding agent, intend to) withhold on any Contingent Interest Paymentpaid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an applicable income tax treaty under an “otherincome” or similar provision. We will not be required to pay any additional amounts with respect to amounts withheld. In order toclaim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the notes must comply with certification requirementsto establish that it is not a U.S. person and is eligible for such an exemption or reduction under an applicable tax treaty. If you area Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment of the notes, including the possibility of obtaininga refund of any withholding tax and the certification requirement described above.

PS-11| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

Section 871(m) of the Code and Treasury regulationspromulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) ondividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities orindices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linkedto certain broad-based indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS noticeexcludes from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a delta of one with respect tounderlying 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 applicationmay depend on your particular circ*mstances, 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 forthe notes. You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.

In the event of any withholding on the notes,we will not be required to pay any additional amounts with respect to amounts so withheld.

TheEstimated Value of the Notes

The estimated value of the notes set forth onthe cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debtcomponent with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivativesunderlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would bewilling to buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination ofthe estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturityissued 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 notesin comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is basedon certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacementfunding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on theterms 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.

The value of the derivative or derivatives underlyingthe economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such asthe traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and whichcan 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 relevantfactors and assumptions existing at that time.

The estimated value of the notes does not representfuture values of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuationsfor the notes that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factorsin the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantlybased on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movementsand other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary markettransactions.

The estimated value of the notes will be lowerthan the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in theoriginal 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 thenotes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influencedby 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 unaffiliateddealers, 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.

PS-12| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index

SecondaryMarket Prices of the Notes

For information about factors that will impactany secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Pricesof the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanyingproduct supplement. In addition, we generally expect that some of the costs included in the original issue price of the notes will bepartially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initialpredetermined period. These costs can include selling commissions, projected hedging profits, if any, and, in some circ*mstances, estimatedhedging costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined time period isintended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflectsthe structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costsof 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-CurrentEstimated Value of the Notes for a Limited Time Period” in this pricing supplement.

SupplementalUse of Proceeds

The notes are offered to meet investor demandfor products that reflect the risk-return profile and market exposure provided by the notes. See “How the Notes Work” and“Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the notes and“The Indices” in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equalto 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 thenotes, plus the estimated cost of hedging our obligations under the notes.

AdditionalTerms Specific to the Notes

You may revoke your offer to purchase the notesat any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the termsof, 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 willnotify 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 togetherwith the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notesof which these notes are a part, the accompanying prospectus addendum and the more detailed information contained in the accompanyingproduct supplement and the accompanying underlying supplement. This pricing supplement, together with the documents listed below, containsthe terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials includingpreliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochuresor 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 prospectusaddendum, 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 thesedocuments on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant dateon the SEC website):

Our Central Index Key, orCIK, 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-13| Structured Investments Callable Contingent Interest Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100 Index® and the Russell 2000® Index