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 August
2, 2024
Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023 and
product supplement no. 1-I dated April 13, 2023 |
|
Registration Statement No. 333-270004
Dated August , 2024
Rule 424(b)(2)
|
|
$
Callable Fixed Rate Notes due August 16, 2044
General
| · | The
notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any payment
on the notes is subject to the credit risk of JPMorgan Chase & Co. |
| · | These
notes are designed for an investor who seeks a fixed income investment at an interest rate
of 5.50% per annum but who is also willing to accept the risk that the notes will be called
prior to the Maturity Date. |
| · | These
notes have a long maturity relative to other fixed income products. Longer-dated notes may
be riskier than shorter-dated notes. See “Selected Risk Considerations” in this
pricing supplement. |
| · | At
our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates
specified below. |
| · | The
notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000
thereafter. |
Key Terms
Issuer: |
JPMorgan Chase & Co. |
Payment at Maturity: |
On the Maturity Date, we will pay you
the principal amount of your notes plus any accrued and unpaid interest, provided that your notes are outstanding and
have not previously been called on any Redemption Date. |
Call Feature: |
On the 16th calendar day
of February and August of each year, beginning on August 16, 2026 and ending on February 16, 2044 (each, a “Redemption Date”),
we may redeem your notes, in whole but not in part, at a price equal to the principal amount being redeemed plus any accrued
and unpaid interest, subject to the Business Day Convention and the Interest Accrual Convention described below and in the accompanying
product supplement. If we intend to redeem your notes, we will deliver notice to The Depository Trust Company on any business
day after the Original Issue Date that is at least 5 business days before the applicable Redemption Date. |
Interest: |
Subject to the Interest Accrual Convention, with respect to
each Interest Period, for each $1,000 principal amount note, we will pay you interest in arrears on each Interest Payment Date in
accordance with the following formula:
$1,000 × Interest Rate × Day
Count Fraction. |
Interest Periods: |
The period beginning on and including the Original
Issue Date and ending on but excluding the first Interest Payment Date, and each successive period beginning on and including an
Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date or, if the notes are redeemed prior to
that succeeding Interest Payment Date, ending on but excluding the applicable Redemption Date, subject to the Interest Accrual Convention
described below and in the accompanying product supplement |
Interest Payment Dates: |
Interest on the notes will be payable in arrears
on August 16 of each year, beginning on August 16, 2025 to and including the Maturity Date (each, an “Interest Payment Date”),
subject to any earlier redemption and the Business Day Convention and Interest Accrual Convention described below and in the accompanying
product supplement. |
Interest Rate: |
5.50% per annum |
Pricing Date: |
August 14, 2024, subject to the Business Day Convention |
Original Issue Date: |
August 16, 2024, subject to the Business Day Convention
(Settlement Date) |
Maturity Date: |
August 16, 2044, subject to the Business Day Convention |
Business Day Convention: |
Following |
Interest Accrual Convention: |
Unadjusted |
Day Count Convention: |
30/360 |
CUSIP: |
48130CQM0 |
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, prospectus supplement and prospectus. Any representation to the contrary is a criminal
offense.
|
Price
to Public(1)(2) |
Fees
and Commissions(2)(3) |
Proceeds
to Issuer |
Per
note |
$1,000 |
$ |
$ |
Total |
$ |
$ |
$ |
(1) The price to the public includes the estimated cost of hedging
our obligations under the notes through one or more of our affiliates.
(2) With respect to notes sold to eligible institutional investors
or fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser, the price to the public
will not be lower than $950.10 or greater than $1,000 per $1,000 principal amount note. Broker-dealers who purchase the notes for
these accounts may forgo some or all selling commissions related to these sales described in footnote (3) below. The per note price
to the public in the table above assumes a price to the public of $1,000 per $1,000 principal amount note. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
(3) J.P. Morgan Securities LLC, which we refer to as JPMS, acting
as agent for JPMorgan Chase & Co., will pay all of the selling commissions it receives from us to other affiliated or
unaffiliated dealers. If the notes priced today, the selling commissions would be approximately $12.50 per $1,000 principal
amount note and in no event will these selling commissions exceed $45.00 per $1,000 principal amount note. Broker-dealers who
purchase the notes for sales to eligible institutional investors or fee-based advisory accounts may forgo some or all of these
selling commissions. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product
supplement.
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.
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 E medium-term notes of which these notes
are a part, 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, 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.
1-I dated April 13, 2023: |
http://www.sec.gov/Archives/edgar/data/1665650/000121390023029554/ea152829_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 19617. As
used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Chase & Co.
Selected Purchase Considerations
| · | PRESERVATION OF CAPITAL
AT MATURITY OR UPON REDEMPTION — We will pay you at least the principal amount
of your notes if you hold the notes to maturity or to the Redemption Date, if any, on which
we elect to call the notes. Because the notes are our unsecured and unsubordinated obligations,
payment of any amount on the notes is subject to our ability to pay our obligations as they
become due. |
| · | PERIODIC INTEREST PAYMENTS
— The notes offer periodic interest payments on each Interest Payment Date at the
Interest Rate, subject to any earlier redemption, and, if the notes are redeemed on a Redemption
Date that is not an Interest Payment Date, on the applicable Redemption Date at the applicable
Interest Rate. Interest, if any, will be paid in arrears on each Interest Payment Date occurring
before any Redemption Date on which the notes are redeemed and, if so redeemed, on that Redemption
Date to the holders of record at the close of business on the business day immediately preceding
the applicable Interest Payment Date. The interest payments will be based on the Interest
Rate listed on the cover of this pricing supplement. The yield on the notes may be less than
the overall return you would receive from a conventional debt security that you could purchase
today with the same maturity as the notes. |
| · | POTENTIAL PERIODIC REDEMPTION
BY US AT OUR OPTION — At our option, we may redeem the notes, in whole but not
in part, on any of the Redemption Dates set forth on the cover of this pricing supplement,
at a price equal to the principal amount being redeemed plus any accrued and unpaid
interest, subject to the Business Day Convention and the Interest Accrual Convention described
on the cover of this pricing supplement and in the accompanying product supplement. Any accrued
and unpaid interest on the notes redeemed will be paid to the person who is the holder of
record of these notes at the close of business on the business day immediately preceding
the applicable Redemption Date. Even in cases where the notes are called before maturity,
noteholders are not entitled to any fees or commissions described on the front cover of this
pricing supplement. |
| · | INSOLVENCY AND RESOLUTION
CONSIDERATIONS — The notes constitute “loss-absorbing capacity” within
the meaning of the final rules (the “TLAC rules”) issued by the Board of Governors
of the Federal Reserve System (the “Federal Reserve”) on December 15, 2016 regarding,
among other things, the minimum levels of unsecured external long-term debt and other loss-absorbing
capacity that certain U.S. bank holding companies, including JPMorgan Chase & Co., are
required to maintain. Such debt must satisfy certain eligibility criteria under the TLAC
rules. If JPMorgan Chase & Co. were to enter into resolution, either in a proceeding
under Chapter 11 of the U.S. Bankruptcy Code or in a receivership administered by the Federal
Deposit Insurance Corporation (the “FDIC”) under Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), holders
of the notes and other debt and equity securities of JPMorgan Chase & Co. will absorb
the losses of JPMorgan Chase & Co. and its affiliates. |
Under Title I of the Dodd-Frank Act
and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase & Co. is required to submit periodically to the Federal
Reserve and the FDIC a detailed plan (the “resolution plan”) for the rapid and orderly resolution of JPMorgan Chase &
Co. and its material subsidiaries under the U.S. Bankruptcy Code and other applicable insolvency laws in the event of material financial
distress or failure. JPMorgan Chase & Co.’s preferred resolution strategy under its resolution plan contemplates that only
JPMorgan Chase & Co. would enter bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code pursuant to a “single
point of entry” recapitalization strategy. JPMorgan Chase & Co.’s subsidiaries would be recapitalized as needed so that
they could continue normal operations or subsequently
Callable Fixed Rate Notes | PS-2 |
be wound down in an orderly manner. As a result, JPMorgan
Chase & Co.’s losses and any losses incurred by its subsidiaries would be imposed first on holders of JPMorgan Chase &
Co.’s equity securities and thereafter on unsecured creditors, including holders of the notes and other securities of JPMorgan
Chase & Co. Claims of holders of the notes and those other debt securities would have a junior position to the claims of creditors
of JPMorgan Chase & Co.’s subsidiaries and to the claims of priority (as determined by statute) and secured creditors of JPMorgan
Chase & Co. Accordingly, in a resolution of JPMorgan Chase & Co. under Chapter 11 of the U.S. Bankruptcy Code, holders of the
notes and other debt securities of JPMorgan Chase & Co. would realize value only to the extent available to JPMorgan Chase &
Co. as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries and only after any claims of priority and secured creditors
of JPMorgan Chase & Co. have been fully repaid. If JPMorgan Chase & Co. were to enter into a resolution, none of JPMorgan Chase
& Co., the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.’s preferred resolution strategy under
its resolution plan.
The FDIC has similarly indicated that
a single point of entry recapitalization model could be a desirable strategy to resolve a systemically important financial institution,
such as JPMorgan Chase & Co., under Title II of the Dodd-Frank Act (“Title II”). Pursuant to that strategy, the FDIC
would use its power to create a “bridge entity” for JPMorgan Chase & Co.; transfer the systemically important and viable
parts of JPMorgan Chase & Co.’s business, principally the stock of JPMorgan Chase & Co.’s main operating subsidiaries
and any intercompany claims against such subsidiaries, to the bridge entity; recapitalize those subsidiaries using assets of JPMorgan
Chase & Co. that have been transferred to the bridge entity; and exchange external debt claims against JPMorgan Chase & Co. for
equity in the bridge entity. Under this Title II resolution strategy, the value of the stock of the bridge entity that would be redistributed
to holders of the notes and other debt securities of JPMorgan Chase & Co. may not be sufficient to repay all or part of the principal
amount and interest on the notes and those other securities. To date, the FDIC has not formally adopted a single point of entry resolution
strategy, and it is not obligated to follow such a strategy in a Title II resolution of JPMorgan Chase & Co.
Callable Fixed Rate Notes | PS-3 |
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 the accompanying
product supplement.
Risks Relating to the Notes Generally
| · | WE MAY CALL YOUR NOTES
PRIOR TO THEIR SCHEDULED MATURITY DATE — We may choose to call the notes early
or choose not to call the notes early on any Redemption Date in our sole discretion. If the
notes are called early, you will receive the principal amount of your notes plus any
accrued and unpaid interest to, but excluding, the applicable Redemption Date. The aggregate
amount that you will receive through and including the applicable Redemption Date will be
less than the aggregate amount that you would have received had the notes not been called
early. If we call the notes early, your overall return may be less than the yield that the
notes would have earned if you held your notes to maturity and you may not be able to reinvest
your funds at the same rate as the original notes. We may choose to call the notes early,
for example, if U.S. interest rates decrease or do not rise significantly or if volatility
of U.S. interest rates decreases significantly. |
| · | LONGER-DATED NOTES MAY
BE RISKIER THAN SHORTER-DATED NOTES — By purchasing a note with a longer tenor,
you are more exposed to fluctuations in interest rates than if you purchased a note with
a shorter tenor. The present value of a longer-dated note tends to be more sensitive to rising
interest rates than the present value of a shorter-dated note. If interest rates rise, the
present value of a longer-dated note will fall faster than the present value of a shorter-dated
note. You should purchase these notes only if you are comfortable with owning a note with
a longer tenor. |
| · | CREDIT RISK OF JPMORGAN
CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase &
Co., and our credit ratings and credit spreads may adversely affect the market value of the
notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts
due on the notes. Any actual or potential change in our creditworthiness or credit spreads,
as determined by the market for taking our credit risk, is likely to adversely affect the
value of the notes. If we 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. |
| · | REINVESTMENT RISK —
If we redeem the notes, the term of the notes may be reduced and you will not receive
interest payments after the applicable Redemption Date. There is no guarantee that you would
be able to reinvest the proceeds from an investment in the notes at a comparable return and/or
with a comparable interest rate for a similar level of risk in the event the notes are redeemed
prior to the Maturity Date. |
| · | LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. JPMS intends to offer to purchase
the notes in the secondary market but is not required to do so. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the notes easily.
Because other dealers are not likely to make a secondary market for the notes, 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. |
Risks Relating to Conflicts of Interest
| · | POTENTIAL CONFLICTS
— We and our affiliates play a variety of roles in connection with the issuance
of the notes, including acting as calculation agent and as an agent of the offering of the
notes and hedging our obligations under the notes. In performing these duties, our economic
interests and the economic interests of the calculation agent and other affiliates of ours
are potentially adverse to your interests as an investor in the notes. In addition, our business
activities, including hedging and trading activities for our own accounts or on behalf of
customers, could cause our economic interests to be adverse to yours and could adversely
affect any payment on the notes and the value of 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 for additional information about these risks. |
Risks Relating to Secondary Market Prices of the
Notes
| · | CERTAIN BUILT-IN COSTS
ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — While
the payment at maturity described in this pricing supplement is based on the full principal
amount of your notes, the original issue price of the notes includes the agent’s commission,
if any, and the estimated cost of hedging our obligations under the notes through one or
more of our affiliates. As a result, the price, if any, at which JPMS will be willing to
purchase notes from you in secondary market transactions, if at all, will likely be lower
than the original issue price and any sale prior to the Maturity Date could result in a substantial
loss to you. This secondary market price will also be affected by a number of factors aside
from the agent’s commission, if any, and hedging costs, including those referred to
under “—Many Economic and Market Factors Will Impact the Value of the Notes”
below. |
The notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
| · | MANY ECONOMIC AND MARKET
FACTORS WILL IMPACT THE VALUE OF THE NOTES — The notes will be affected by a number
of economic and market factors that may either offset or magnify each other, including but
not limited to: |
| · | any actual or potential
change in our creditworthiness or credit spreads; |
| · | the time to maturity
of the notes; |
Callable Fixed Rate Notes | PS-4 |
| · | interest and yield
rates in the market generally, as well as the volatility of those rates; and |
| · | the likelihood, or
expectation, that the notes will be redeemed by us, based on prevailing market interest rates
or otherwise.
|
Callable Fixed Rate Notes | PS-5 |
Hypothetical
Examples of Calculation of the Interest Payment on the Notes for an Interest Period
The following examples
illustrate how the hypothetical Interest Payment for an Interest Period is calculated if we choose to call the notes early or choose
not to call the notes early on any Redemption Date in our sole discretion, assuming that, except as specified below, the Day Count Fraction
for the applicable Interest Period is equal to 360 / 360. The actual Day Count Fraction for an Interest Period will be calculated in
the manner set forth in the accompanying product supplement. The hypothetical Interest Payments in the following examples are for illustrative
purposes only and may not correspond to the actual Interest Payments for any Interest Period applicable to a purchaser of the notes.
The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1: If we choose
to call the notes early on a Redemption Date and the Redemption Date is February 16, 2033, we will pay you $1,000 for each $1,000
principal amount note plus any accrued and unpaid interest at the Interest Rate of 5.50% per annum. Because the Redemption Date
occurs prior to the end of the Interest Period, that Interest Period will now end on but exclude the Redemption Date. Therefore, assuming
the Day Count Fraction for this shortened Interest Period is 180 / 360, the interest payment per $1,000 principal amount note on the
Redemption Date will be calculated as follows:
$1,000
× 5.50% × (180 / 360) = $27.50
We will pay you a principal
payment of $1,000 for each $1,000 principal amount note on the Redemption Date. Therefore, you will receive $1,027.50 for each $1,000
principal amount note ($1,000 of principal plus $27.50 of interest) on the Redemption Date, but you will not receive any further
interest or principal payments from us.
Example 2: If we choose
not to call the notes early on any prior Redemption Date and on the Redemption Date corresponding to the Interest Payment Date
and the Interest Payment Date is August 16, 2033, we will pay you any accrued and unpaid interest on the applicable Interest Payment
Date at the Interest Rate of 5.50% per annum. Therefore, the interest payment per $1,000 principal amount note will be calculated as
follows:
$1,000
× 5.50% × (360 / 360) = $55.00
We will pay you an interest
payment of $55.00 for each $1,000 principal amount note on that Interest Payment Date. Because the notes have not been called, you will
be entitled to receive additional interest payments until the Maturity Date or, if the notes are redeemed earlier, the applicable Redemption
Date. You will also receive a payment of principal on the Maturity Date or, if the notes are redeemed early, the applicable Redemption
Date.
Example 3: If we choose
not to call the notes prior to the Maturity Date and today is the Maturity Date, we will pay you $1,000 for each $1,000 principal
amount note plus any accrued and unpaid interest on the Maturity Date at the Interest Rate of 5.50% per annum. Therefore, the
interest payment per $1,000 principal amount note on the Maturity Date will be calculated as follows:
$1,000
× 5.50% × (360 / 360) = $55.00
We will pay you a principal
payment of $1,000 for each $1,000 principal amount note on the Maturity Date. Therefore, you will receive $1,055.00 for each $1,000 principal
amount note ($1,000 of principal plus $55.00 of interest) on the Maturity Date, and you will not receive any further interest
or principal payments from us.
The hypothetical payments
on these notes shown above apply only if you hold the notes for their entire term or until earlier redemption. These hypotheticals
do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included,
the hypothetical payments shown above would likely be lower.
Callable Fixed Rate Notes | PS-6 |
Tax Treatment
You should review carefully the section in the accompanying
product supplement no. 1-I entitled “Material U.S. Federal Income Tax Consequences,” focusing particularly on the section
entitled “— Tax Consequences to U.S. Holders — Notes Treated as Debt Instruments and That Have a Term of More than
One Year — Notes Treated as Debt Instruments But Not Contingent Payment Debt Instruments — Notes Treated as Debt Instruments
That Provide for Fixed Interest Payments at a Single Rate and That Are Not Issued at a Discount.” The following, when read in combination
with those sections, 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 the notes. Our special tax counsel is of the opinion that the notes will be
treated as fixed-rate debt instruments as defined and described therein.
Supplemental Plan of Distribution
With respect to notes sold to eligible institutional investors
or fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser, the price to the public
will not be lower than $950.10 or greater than $1,000 per $1,000 principal amount note. Broker-dealers who purchase the notes for
these accounts may forgo some or all selling commissions related to these sales described below. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
JPMS, acting as agent for JPMorgan Chase & Co., will pay
all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. If the notes priced today, the
selling commissions would be approximately $12.50 per $1,000 principal amount note and in no event will these selling commissions exceed
$45.00 per $1,000 principal amount note. Broker-dealers who purchase the notes for sales to eligible institutional investors or
fee-based advisory accounts may forgo some or all of these selling commissions. See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement.
Callable Fixed Rate Notes | PS-7 |
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