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 Fe
uary 1, 2022
Fe
uary , 2022 Registration Statement Nos XXXXXXXXXXand XXXXXXXXXX; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-II dated November 4, 2020, underlying supplement no. 1-II dated November 4, 2020
and the prospectus and prospectus supplement, each dated April 8, 2020
JPMorgan Chase Financial Company LLC
Structured Investments
Capped Accelerated Ba
ier Notes Linked to the Lesser
Performing of the S&P 500® Index and the Russell 2000®
Index due March 31, 2023
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes are designed for investors who seek a return of 1.25 times any appreciation of the lesser performing of the
S&P 500® Index and the Russell 2000® Index, which we refer to as the Indices, up to a maximum return of at least
20.00%, 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
isk of JPMorgan Chase & Co., as guarantor of the notes.
Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
Minimum denominations of $1,000 and integral multiples thereof
The notes are expected to price on or about Fe
uary 28, 2022 and are expected to settle on or about March 3, 2022.
CUSIP: 48133C6T4
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-12 of the accompanying product supplement, “Risk
Factors” beginning on page US-3 of the accompanying underlying supplement and “Selected Risk Considerations”
eginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
Price to Public (1) Fees and Commissions (2) Proceeds to Issuer
Per note $1,000 $ $
Total $ $ $
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $7.25 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 $974.60 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 $900.00 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 Ba
ier Notes Linked to the Lesser Performing of the
S&P 500® Index and the Russell 2000® Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The S&P 500® Index (Bloomberg ticker: SPX) and the
Russell 2000® Index (Bloomberg ticker: RTY)
Maximum Return: At least 20.00% (co
esponding to a
maximum payment at maturity of at least $1,200.00 per $1,000
principal amount note) (to be provided in the pricing
supplement)
Upside Leverage Factor: 1.25
Ba
ier Amount: With respect to each Index, 75.00% of its
Initial Value
Pricing Date: On or about Fe
uary 28, 2022
Original Issue Date (Settlement Date): On or about March 3,
2022
Observation Date*: March 28, 2023
Maturity Date*: March 31, 2023
* 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 Index is greater than its Initial Value,
your payment at maturity per $1,000 principal amount note will
e calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return × Upside
Leverage Factor), subject to the Maximum Return
If the Final Value of either Index is equal to or less than its Initial
Value but the Final Value of each Index is greater than or equal
to its Ba
ier Amount, you will receive the principal amount of
your notes at maturity.
If the Final Value of either Index is less than its Ba
ier Amount,
your payment at maturity per $1,000 principal amount note will
e calculated as follows:
$1,000 + ($1,000 × Lesser Performing Index Return)
If the Final Value of either Index is less than its Ba
ier Amount,
you will lose more than 25.00% of your principal amount at
maturity and could lose all of your principal amount at maturity.
Lesser Performing Index: The Index with the Lesser
Performing Index Return
Lesser Performing Index Return: The lower of the Index
Returns of the Indices
Index Return:
With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on the Pricing Date
Final Value: With respect to each Index, the closing level of
that Index on the Observation Date
PS-2 | Structured Investments
Capped Accelerated Ba
ier Notes Linked to the Lesser Performing of the
S&P 500® Index and the Russell 2000® Index
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to two hypothetical
Indices. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing
the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below
assume the following:
an Initial Value for the Lesser Performing Index of 100.00;
a Maximum Return of 20.00%;
an Upside Leverage Factor of 1.25; and
a Ba
ier Amount for the Lesser Performing Index of XXXXXXXXXXequal to 75.00% of its hypothetical Initial Value).
The hypothetical Initial Value of the Lesser Performing Index of XXXXXXXXXXhas been chosen for illustrative purposes only and may not
epresent a likely actual Initial Value of either Index. The actual Initial Value of each Index will be the closing level of that Index on the
Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of each Index, please
see the historical information set forth under “The Indices” 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
Index
Lesser Performing Index
Return
Total Return on the Notes Payment at Maturity
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 20.00% $1,200.00
XXXXXXXXXX% 12.50% $1,125.00
XXXXXXXXXX% 6.25% $1,062.50
XXXXXXXXXX% 1.25% $1,012.50
XXXXXXXXXX% 0.00% $1,000.00
XXXXXXXXXX% 0.00% $1,000.00
XXXXXXXXXX% 0.00% $1,000.00
XXXXXXXXXX% 0.00% $1,000.00
XXXXXXXXXX% 0.00% $1,000.00
XXXXXXXXXX% -25.01% $749.90
XXXXXXXXXX% -30.00% $700.00
XXXXXXXXXX% -40.00% $600.00
XXXXXXXXXX% -50.00% $500.00
XXXXXXXXXX% -60.00% $400.00
XXXXXXXXXX% -70.00% $300.00
XXXXXXXXXX% -80.00% $200.00
XXXXXXXXXX% -90.00% $100.00
XXXXXXXXXX% XXXXXXXXXX% $0.00
PS-3 | Structured Investments
Capped Accelerated Ba
ier Notes Linked to the Lesser Performing of the
S&P 500® Index and the Russell 2000® Index
The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Lesser Performing Index Returns
detailed in the table above (-50% to 50%). There can be no assurance that the performance of the Lesser Performing Index will result
in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value of each Index is greater than its Initial Value, investors will receive at maturity the $1,000 principal amount plus a
eturn equal to the Lesser Performing Index Return times the Upside Leverage Factor of 1.25, up to the Maximum Return of at least
20.00%. Assuming a hypothetical Maximum Return of 20.00%, an investor will realize the maximum payment at maturity at a Final
Value of the Lesser Performing Index of 116.00% or more of its Initial Value.
If the closing level of the Lesser Performing Index increases 5.00%, investors will receive at maturity a 6.25% return, or $1,062.50
per $1,000 principal amount note.
Assuming a hypothetical Maximum Return of 20.00%, if the closing level of the Lesser Performing Index increases 50.00%,
investors will receive at maturity a return equal to the 20.00% Maximum Return, or $1,200.00 per $1,000 principal amount note,
which is the maximum payment at maturity.
Par Scenario:
If the Final Value of either Index is equal to or less than its Initial Value but the Final Value of each Index is greater than or equal to its
Ba
ier Amount of 75.00% of its Initial Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value of either Index is less than its Ba
ier Amount of 75.00% of its Initial Value, investors will lose 1% of the principal
amount of their notes for every 1% that the Final Value of the Lesser Performing Index is less than its Initial Value.
For example, if the closing level of the Lesser Performing Index 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 Ba
ier Notes Linked to the Lesser Performing of the
S&P 500® Index and the Russell 2000® Index
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, product supplement and underlying supplement.
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 Index is less than its Ba
ier Amount, you will lose
1% of the principal amount of your notes for every 1% that the Final Value of the Lesser Performing