Capped Buffered Return Enhanced Insight Notes Linked to the J.P
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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 June 2, 2021 June , 2021 Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2) JPMorgan Chase Financial Company LLC Structured Investments Capped Buffered Return Enhanced Insight Notes Linked to the J.P. Morgan Basket of Reference Stocks with Potential Exposure to Inflation (June 2021) due July 6, 2023 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. The notes are designed for investors who seek a return of 1.50 times any appreciation of the J.P. Morgan Basket of Reference Stocks with Potential Exposure to Inflation (June 2021) of 45 unequally weighted Reference Stocks, which we refer to as the Basket, up to a maximum return of at least 21.00%, at maturity. The Reference Stocks in the Basket represent the common stocks / common shares / ordinary shares of 45 U.S.-listed companies with potential exposure to inflation in the United States. Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00% of their principal amount at maturity. The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. Minimum denominations of $1,000 and integral multiples thereof The notes are expected to price on or about June 30, 2021 and are expected to settle on or about July 6, 2021. CUSIP: 48132UJT1 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 and “Selected Risk Considerations” beginning on page PS-6 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) 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 $7.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $975.60 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. Pricing supplement to product supplement no. 4-II dated November 4, 2020 and the prospectus and prospectus supplement, each dated April 8, 2020 Key Terms Issuer: JPMorgan Chase Financial Company LLC, an Payment at Maturity: indirect, wholly owned finance subsidiary of JPMorgan Chase If the Final Basket Value is greater than the Initial Basket & Co. Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: Guarantor: JPMorgan Chase & Co. $1,000 + ($1,000 × Basket Return × Upside Leverage Factor), subject to the Maximum Return Basket: The notes are linked to the J.P. Morgan Basket of If the Final Basket Value is equal to the Initial Basket Value or Reference Stocks with Potential Exposure to Inflation (June is less than the Initial Basket Value by up to the Buffer 2021) (the “Basket”), an unequally weighted basket consisting Amount, you will receive the principal amount of your notes at of 45 Reference Stocks of U.S.-listed companies with maturity. potential exposure to inflation in the United States, as If the Final Basket Value is less than the Initial Basket Value by more than the Buffer Amount, your payment at maturity specified under “Key Terms Relating to the Reference per $1,000 principal amount note will be calculated as Stocks” in this pricing supplement. follows: $1,000 + [$1,000 × (Basket Return + Buffer Amount)] Stock Weight: With respect to each Reference Stock, the If the Final Basket Value is less than the Initial Basket Value weight of that Reference Stock in the Basket as of the Base by more than the Buffer Amount, you will lose some or most Date, as specified under “Key Terms Relating to the of your principal amount at maturity. Reference Stocks” in this pricing supplement. The effective weight of each Reference Stock in the Basket over the Basket Return: (Final Basket Value – Initial Basket Value) term of the notes will fluctuate. Initial Basket Value Upside Leverage Factor: 1.50 Initial Basket Value: The closing level of the Basket on the Maximum Return: At least 21.00% (corresponding to a Pricing Date maximum payment at maturity of at least $1,210.00 per Final Basket Value: The closing level of the Basket on the $1,000 principal amount note) (to be provided in the pricing Observation Date supplement) Closing Level of the Basket: Buffer Amount: 10.00% On the Base Date, the closing level of the Basket was set equal to 100. On any subsequent date, the closing level of Base Date: April 20, 2021 the Basket will be calculated as follows: 100 × [1 + sum of (Stock Return of each Reference Stock × Pricing Date: On or about June 30, 2021 Stock Weight of that Reference Stock)] A level of the Basket may be published on the Bloomberg Original Issue Date (Settlement Date): On or about July 6, Professional® service (“Bloomberg”) under the Bloomberg 2021 ticker JPLINFLP. Any levels so published are for informational purposes only and are not binding in any way Observation Date *: June 30, 2023 with respect to the notes. Although that level may appear under that Bloomberg ticker during the term of the notes, any Maturity Date*: July 6, 2023 such level may not be the same as the closing level of the Basket determined by the calculation agent for the Observation Date. You will not have any rights or claims, * Subject to postponement in the event of a market disruption event whether legal or otherwise, relating to any information and as described under “General Terms of Notes — Postponement regarding that level (whether displayed on Bloomberg or of a Determination Date — Notes Linked to Multiple Underlyings” and elsewhere) with respect to the notes. “General Terms of Notes — Postponement of a Payment Date” in the Stock Return: With respect to each Reference Stock, accompanying product supplement (Final Value – Initial Value) Initial Value Initial Value: With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Base Date, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement 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 was set equal to 1.0 on the Base 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-1 | Structured Investments Capped Buffered Return Enhanced Insight Notes Linked to the J.P. Morgan Basket of Reference Stocks with Potential Exposure to Inflation (June 2021) Key Terms Relating to the Reference Stocks Effective Bloomberg Closing Price Weight on the Ticker Symbol Stock Weight Initial Value on the Pricing Pricing Date Reference Stock (1) (2) Date (1) Common stock of United States Steel Corporation, par X $ % value $1.00 per share 3.000% $21.47 Common stock of MGM Resorts International, par value MGM $ % $0.01 per share 3.000% $39.55 Common stock of NOV Inc., par value $0.01 per share NOV 3.000% $12.76 $ % Common stock of Oshkosh Corporation, par value $0.01 OSK $ % per share 3.000% $119.01 Common stock of Marathon Oil Corporation, par value MRO $ % $1.00 per share 3.000% $10.11 Ordinary shares of Eaton Corporation plc, par value $0.01 ETN $ % per share 3.000% $138.46 Common stock of AMETEK, Inc., par value $0.01 per share AME $ % 3.000% $130.89 Common stock of WEX Inc., par value $0.01 per share WEX $ % 3.000% $220.50 Common stock of MetLife, Inc.,