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The knowledge on this preliminary
pricing complement just isn’t full and may be modified. This preliminary pricing complement just isn’t a suggestion to promote nor does it
search a suggestion to purchase these securities in any jurisdiction the place the provide or sale just isn’t permitted.
Topic to completion dated November
To prospectus dated April 8, 2020,
prospectus complement dated April 8, 2020 and
product complement no. 1-II dated November 4, 2020
Registration Assertion No. 333-236659
Dated December , 2020
Callable Fastened Price Notes due December 11, 2030
|·||The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any fee
on the notes is topic to the credit score danger of JPMorgan Chase & Co.
|·||These notes are designed for an investor who seeks a hard and fast earnings funding at an rate of interest
of 1.55% every year however who can also be prepared to simply accept the danger that the notes can be known as previous to the Maturity Date.
|·||These notes have a protracted maturity relative to different mounted earnings merchandise. Longer-dated notes may
be riskier than shorter-dated notes. See “Selected Risk Considerations” on this pricing complement.
|·||At our choice, we may redeem the notes, in entire however not partially, on any of the Redemption Dates
|·||The notes may be bought in minimal denominations of $1,000 and in integral multiples of $1,000
|Issuer:||JPMorgan Chase & Co.|
|Fee at Maturity:||On the Maturity Date, we can pay you the principal quantity of your notes plus any accrued and unpaid curiosity, supplied that your notes are excellent and haven’t beforehand been known as on any Redemption Date.|
|Name Characteristic:||On the 11th calendar day of March, June, September and December of every 12 months, starting on December 11, 2025 and ending on September 11, 2030 (every, a “Redemption Date”), we may redeem your notes, in entire however not partially, at a price equal to the principal quantity being redeemed plus any accrued and unpaid curiosity, topic to the Enterprise Day Conference and the Curiosity Accrual Conference described beneath and within the accompanying product complement. If we intend to redeem your notes, we’ll ship discover to The Depository Belief Firm a minimum of 5 enterprise days and less than 15 enterprise days earlier than the relevant Redemption Date.|
Topic to the Curiosity Accrual Conference, with respect to
$1,000 × Curiosity Price × Day
|Curiosity Interval:||The interval starting on and together with the Unique Subject Date of the notes and ending on however excluding the primary Curiosity Fee Date, and every successive interval starting on and together with an Curiosity Fee Date and ending on however excluding the following succeeding Curiosity Fee Date or, if the notes are redeemed previous to that succeeding Curiosity Fee Date, ending on however excluding the relevant Redemption Date, topic to the Curiosity Accrual Conference described beneath and within the accompanying product complement|
|Curiosity Fee Dates:||Curiosity on the notes can be payable in arrears on the 11th calendar day of June and December of every 12 months, starting on June 11, 2021 to and together with the Maturity Date (every, an “Interest Payment Date”), topic to any earlier redemption and the Enterprise Day Conference and Curiosity Accrual Conference described beneath and within the accompanying product complement.|
|Curiosity Price:||1.55% every year|
|Pricing Date:||December 9, 2020, topic to the Enterprise Day Conference|
|Unique Subject Date:||December 11, 2020, topic to the Enterprise Day Conference (Settlement Date)|
|Maturity Date:||December 11, 2030, topic to the Enterprise Day Conference|
|Enterprise Day Conference:||Following|
|Curiosity Accrual Conference:||Unadjusted|
|Day Rely Fraction:||30/360|
Investing within the notes entails various dangers. See “Threat
Components” starting on web page S-2 of the accompanying prospectus complement, “Risk Factors” starting on web page PS-11
of the accompanying product complement and “Selected Risk Considerations” starting on web page PS-Four of this pricing complement.
Neither the Securities and Trade Fee (the “SEC”)
nor any state securities fee has authorised or disapproved of the notes or handed upon the accuracy or the adequacy of this
pricing complement or the accompanying product complement, prospectus complement and prospectus. Any illustration on the contrary
is a prison offense.
|price to Public(1)||Charges and Commissions(2)||Proceeds to Issuer|
(1) The price to the general public consists of the estimated value of hedging
our obligations beneath the notes by way of a number of of our associates.
(2) J.P. Morgan Securities LLC, which we check with as JPMS, appearing
as agent for JPMorgan Chase & Co., can pay the entire promoting commissions it receives from us to different affiliated or unaffiliated
sellers. If the notes priced at present, the promoting commissions could be roughly $12.50 per $1,000 principal quantity notice and
in no occasion will these promoting commissions exceed $22.50 per $1,000 principal quantity notice. See “Plan of Distribution (Conflicts
of Curiosity)” within the accompanying product complement.
The notes usually are not bank deposits, usually are not insured by the Federal
Deposit Insurance coverage Company or another governmental company and usually are not obligations of, or assured by, a bank.
Extra Phrases Particular to the Notes
You may revoke your provide to buy the notes at any time
previous to the time at which we settle for such provide by notifying the relevant agent. We reserve the proper to vary the phrases of,
or reject any provide to buy, the notes previous to their issuance. Within the occasion of any modifications to the phrases of the notes, we’ll
notify you and you’ll be requested to simply accept such modifications in connection together with your buy. You may additionally select to reject such modifications
wherein case we may reject your provide to buy.
It’s best to learn this pricing complement along with the accompanying
prospectus, as supplemented by the accompanying prospectus complement referring to our Sequence E medium-term notes of which these
notes are an element, and the extra detailed data contained within the accompanying product complement. This pricing complement,
along with the paperwork listed beneath, accommodates the phrases of the notes and supersedes all different prior or contemporaneous oral
statements in addition to another written supplies together with preliminary or indicative pricing phrases, correspondence, commerce concepts,
buildings for implementation, pattern buildings, truth sheets, brochures or different academic supplies of ours. It’s best to fastidiously
contemplate, amongst different issues, the issues set forth within the “Risk Factors” sections of the accompanying prospectus complement
and the accompanying product complement, because the notes contain dangers not related to standard debt securities. We urge you
to seek the advice of your funding, authorized, tax, accounting and different advisers earlier than you put money into the notes.
You may entry these paperwork on the SEC web site at www.sec.gov
as follows (or if such tackle has modified, by reviewing our filings for the related date on the SEC web site):
|·||Product complement no. 1-II dated November 4, 2020:|
|·||Prospectus complement and prospectus, every dated April 8, 2020:|
Our Central Index Key, or CIK, on the SEC web site is 19617.
As used on this pricing complement, “we,” “us” and “our” check with JPMorgan Chase & Co.
Chosen Buy Issues
|·||PRESERVATION OF CAPITAL AT MATURITY OR UPON REDEMPTION — We can pay you a minimum of the principal quantity of your
notes for those who maintain the notes to maturity or to the Redemption Date, if any, on which we elect to name the notes. As a result of the
notes are our unsecured and unsubordinated obligations, fee of any quantity on the notes is topic to our capability to pay our
obligations as they turn out to be due.
|·||PERIODIC INTEREST PAYMENTS — The notes provide periodic curiosity funds on every Curiosity Fee Date on the Curiosity
Price, topic to any earlier redemption, and, if the notes are redeemed on a Redemption Date that isn’t an Curiosity Fee Date,
on the relevant Redemption Date on the relevant Curiosity Price. Curiosity, if any, can be paid in arrears on every Curiosity Fee
Date occurring earlier than any Redemption Date on which the notes are redeemed and, in that case redeemed, on that Redemption Date to the holders
of report on the shut of enterprise on the enterprise day instantly previous the relevant Curiosity Fee Date. The curiosity
funds can be primarily based on the Curiosity Price listed on the duvet of this pricing complement. The yield on the notes may be much less
than the general return you’ll obtain from a traditional debt safety that you could possibly buy at present with the identical maturity
because the notes.
|·||POTENTIAL PERIODIC REDEMPTION BY US AT OUR OPTION — At our choice, we may redeem the notes, in entire however not in
half, on any of the Redemption Dates set forth on the duvet of this pricing complement, at a price equal to the principal quantity
being redeemed plus any accrued and unpaid curiosity, topic to the Enterprise Day Conference and the Curiosity Accrual Conference
described on the duvet of this pricing complement and within the accompanying product complement. Any accrued and unpaid curiosity on
the notes redeemed can be paid to the one who is the holder of report of those notes on the shut of enterprise on the enterprise
day instantly previous the relevant Redemption Date. Even in instances the place the notes are known as earlier than maturity, noteholders
usually are not entitled to any charges or commissions described on the entrance cowl of this pricing complement.
|·||INSOLVENCY AND RESOLUTION CONSIDERATIONS — The notes represent “loss-absorbing capacity” inside the
which means of the ultimate guidelines (the “TLAC rules”) issued by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”) on December 15, 2016 relating to, amongst different issues, the minimal ranges of unsecured exterior long-term debt and
different loss-absorbing capability that sure U.S. bank holding corporations, together with JPMorgan Chase & Co., are required to take care of.
Such debt should fulfill sure eligibility standards beneath the TLAC guidelines. If JPMorgan Chase & Co. had been to enter into decision,
both in a continuing beneath Chapter 11 of the U.S. Chapter Code or in a receivership administered by the Federal Deposit Insurance coverage
Company (the “FDIC”) beneath Title II of the Dodd-Frank Wall Street Reform and Shopper Safety Act of 2010 (the
“Dodd-Frank Act”), holders of the notes and different debt and fairness securities of JPMorgan Chase & Co. will soak up
the losses of JPMorgan Chase & Co. and its associates.
Beneath Title I of the Dodd-Frank Act
and relevant guidelines of the Federal Reserve and the FDIC, JPMorgan Chase & Co. is required to submit periodically to the Federal
Reserve and the FDIC an in depth plan (the “resolution plan”) for the speedy and orderly decision of JPMorgan Chase
& Co. and its materials subsidiaries beneath the U.S. Chapter Code and different relevant insolvency legal guidelines within the occasion of fabric
monetary misery or failure. JPMorgan Chase & Co.’s most well-liked decision technique beneath its decision plan contemplates
that solely JPMorgan Chase & Co. would enter chapter proceedings beneath Chapter 11 of the U.S. Chapter Code pursuant to
a “single point of entry” recapitalization technique. JPMorgan Chase & Co.’s subsidiaries could be recapitalized as wanted in order that
they might proceed regular operations or subsequently
|Callable Fastened Price Notes||PS-2|
be wound down in an orderly method. In consequence, JPMorgan Chase & Co.’s
losses and any losses incurred by its subsidiaries could be imposed first on holders of JPMorgan Chase & Co.’s fairness
securities and thereafter on unsecured collectors, together with holders of the notes and different securities of JPMorgan Chase & Co.
Claims of holders of the notes and people different debt securities would have a junior place to the claims of collectors of JPMorgan
Chase & Co.’s subsidiaries and to the claims of precedence (as decided by statute) and secured collectors of JPMorgan
Chase & Co. Accordingly, in a decision of JPMorgan Chase & Co. beneath Chapter 11 of the U.S. Chapter Code, holders
of the notes and different debt securities of JPMorgan Chase & Co. would notice value solely to the extent accessible to JPMorgan
Chase & Co. as a shareholder of JPMorgan Chase Bank, N.A. and its different subsidiaries and solely after any claims of precedence
and secured collectors of JPMorgan Chase & Co. have been totally repaid. If JPMorgan Chase & Co. had been to enter right into a decision,
none of JPMorgan Chase & Co., the Federal Reserve or the FDIC is obligated to observe JPMorgan Chase & Co.’s most well-liked
decision technique beneath its decision plan.
The FDIC has equally indicated that
a single level of entry recapitalization model might be a fascinating technique to resolve a systemically vital monetary establishment,
similar to JPMorgan Chase & Co., beneath Title II of the Dodd-Frank Act (“Title II”). Pursuant to that technique, the
FDIC would use its energy to create a “bridge entity” for JPMorgan Chase & Co.; switch the systemically vital
and viable elements of JPMorgan Chase & Co.’s enterprise, principally the stock of JPMorgan Chase & Co.’s fundamental working
subsidiaries and any intercompany claims in opposition to such subsidiaries, to the bridge entity; recapitalize these subsidiaries utilizing
belongings of JPMorgan Chase & Co. which were transferred to the bridge entity; and exchange exterior debt claims in opposition to JPMorgan
Chase & Co. for fairness within the bridge entity. Beneath this Title II decision technique, the value of the stock of the bridge
entity that will be redistributed to holders of the notes and different debt securities of JPMorgan Chase & Co. may not be adequate
to repay all or a part of the principal quantity and curiosity on the notes and people different securities. To this point, the FDIC has not formally
adopted a single level of entry decision technique, and it’s not obligated to observe such a method in a Title II decision
of JPMorgan Chase & Co.
|Callable Fastened Price Notes||PS-3|
Chosen Threat Issues
An funding within the notes entails important dangers. These
dangers are defined in additional element within the “Risk Factors” sections of the accompanying prospectus complement and the
accompanying product complement.
Dangers Referring to the Notes Usually
|·||WE MAY CALL YOUR NOTES PRIOR TO THEIR SCHEDULED MATURITY DATE — We may select to name the notes early or select
to not name the notes early on any Redemption Date in our sole discretion. If the notes are known as early, you’ll obtain the
principal quantity of your notes plus any accrued and unpaid curiosity to, however excluding, the Redemption Date. The mixture
quantity that you’ll obtain by way of and together with the Redemption Date can be lower than the combination quantity that you’d have
acquired had the notes not been known as early. If we name the notes early, your general return may be lower than the yield that the
notes would have earned for those who held your notes to maturity and also you may not have the ability to reinvest your funds on the similar price because the
authentic notes. We may select to name the notes early, for instance, if U.S. rates of interest lower or don’t rise considerably
or if volatility of U.S. rates of interest decreases considerably.
|·||LONGER-DATED NOTES MAY BE RISKIER THAN SHORTER-DATED NOTES — By buying a notice with an extended tenor, you’re
extra uncovered to fluctuations in rates of interest than for those who bought a notice with a shorter tenor. The current value of a longer-dated
notice tends to be extra delicate to rising rates of interest than the current value of a shorter-dated notice. If rates of interest rise,
the current value of a longer-dated notice will fall quicker than the current value of a shorter-dated notice. You should buy these
notes solely if you’re comfy with proudly owning a notice with an extended tenor.
|·||CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are topic to the credit score danger of JPMorgan Chase & Co.,
and our credit score rankings and credit score spreads may adversely have an effect on the market value of the notes. Buyers are depending on JPMorgan
Chase & Co.’s capability to pay all quantities due on the notes. Any precise or potential change in our creditworthiness or
credit score spreads, as decided by the marketplace for taking our credit score danger, is prone to adversely have an effect on the value of the notes. If
we had been to default on our fee obligations, you may not obtain any quantities owed to you beneath the notes and you could possibly lose your
|·||REINVESTMENT RISK — If we redeem the notes, the time period of the notes may be decreased and you’ll not obtain curiosity
funds after the relevant Redemption Date. There isn’t a assure that you’d have the ability to reinvest the proceeds from an funding
within the notes at a comparable return and/or with a comparable rate of interest for the same stage of danger within the occasion the notes are
redeemed previous to the Maturity Date.
|·||LACK OF LIQUIDITY — The notes is not going to be listed on any securities exchange. JPMS intends to supply to buy
the notes within the secondary market however just isn’t required to take action. Even when there’s a secondary market, it may not present sufficient
liquidity to mean you can commerce or promote the notes simply. As a result of different sellers usually are not prone to make a secondary market
for the notes, the price at which you may have the ability to commerce your notes is prone to rely upon the price, if any, at which JPMS is
prepared to purchase the notes.
Dangers Referring to Conflicts of Curiosity
|·||POTENTIAL CONFLICTS — We and our associates play a wide range of roles in reference to the issuance of the notes,
together with appearing as calculation agent and as an agent of the providing of the notes and hedging our obligations beneath the notes.
In performing these duties, our financial pursuits and the financial pursuits of the calculation agent and different associates of
ours are doubtlessly antagonistic to your pursuits as an investor within the notes. As well as, our enterprise actions, together with hedging
and buying and selling actions for our personal accounts or on behalf of consumers, might trigger our financial pursuits to be antagonistic to yours
and will adversely have an effect on any fee on the notes and the value of the notes. It’s attainable that hedging or buying and selling actions
of ours or our associates in reference to the notes might end in substantial returns for us or our associates whereas the value
of the notes declines. Please check with “Risk Factors — Risks Relating to Conflicts of Interest” within the accompanying
product complement for extra details about these dangers.
Dangers Referring to Secondary Market Costs
of the Notes
|·||CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — Whereas the fee
at maturity described on this pricing complement relies on the total principal quantity of your notes, the unique challenge price
of the notes consists of the agent’s fee and the estimated value of hedging our obligations beneath the notes by way of one
or extra of our associates. In consequence, the price, if any, at which JPMS can be prepared to buy notes from you in secondary
market transactions, if in any respect, will seemingly be decrease than the unique challenge price and any sale previous to the Maturity Date might
end in a considerable loss to you. This secondary market price will even be affected by various components except for the agent’s
fee and hedging prices, together with these referred to beneath “Many Financial and Market Components Will Impression the Worth of
the Notes” beneath.
The notes usually are not designed to be short-term
buying and selling devices. Accordingly, you ought to be in a position and prepared to carry your notes to maturity.
|·||MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — The notes can be affected by various
financial and market components that may both offset or amplify one another, together with however not restricted to:
|·||any precise or potential change in our creditworthiness or credit score spreads;|
|·||the time to maturity of the notes;|
|·||curiosity and yield charges available in the market typically, in addition to the volatility of these charges; and|
|Callable Fastened Price Notes||PS-4|
|·||the chance, or expectation, that the notes can be redeemed by us, primarily based on prevailing market rates of interest or in any other case.|
|Callable Fastened Price Notes||PS-5|
Hypothetical Examples of Calculation of
the Curiosity Fee on the Notes for an Curiosity Interval
The next examples illustrate how the hypothetical Curiosity
Fee for an Curiosity Interval is calculated if we select to name the notes early or select to not name the notes early on any
Redemption Date in our sole discretion, assuming that, besides as specified beneath, the Day Rely Fraction for the relevant Curiosity
Interval is the same as 180 / 360. The precise Day Rely Fraction for an Curiosity Interval can be calculated within the method set forth in
the accompanying product complement. The hypothetical Curiosity Funds within the following examples are for illustrative functions
solely and may not correspond to the precise Curiosity Funds for any Curiosity Interval relevant to a purchaser of the notes. The
numbers showing within the following examples have been rounded for ease of study.
Instance 1: If we select to name the notes early on a Redemption
Date and the Redemption Date is March 11, 2026, we can pay you $1,000 for every $1,000 principal quantity notice plus any
accrued and unpaid curiosity on the Curiosity Price of 1.55% every year. As a result of the Redemption Date happens previous to the top of the
Curiosity Interval, that Curiosity Interval will now finish on however excluding the Redemption Date. Due to this fact, assuming the Day Rely Fraction
for this shortened Curiosity Interval is 90 / 360, the curiosity fee per $1,000 principal quantity notice on the Redemption Date will
be calculated as follows:
$1,000 × 1.55% × (90 / 360)
We can pay you a principal fee of $1,000 for every $1,000
principal quantity notice on the Redemption Date. Due to this fact, you’ll obtain $1,003.875 for every $1,000 principal quantity notice ($1,000
of principal plus $3.875 of curiosity) on the Redemption Date, however you’ll not obtain any additional curiosity or principal
funds from us.
Instance 2: If we select not to name the notes early
on any prior Redemption Date and on the Redemption Date equivalent to the Curiosity Fee Date and the Curiosity Fee Date
is June 11, 2026, we can pay you any accrued and unpaid curiosity on the relevant Curiosity Fee Date on the Curiosity Price
of 1.55% every year. Due to this fact, the curiosity fee per $1,000 principal quantity notice can be calculated as follows:
$1,000 × 1.55% × (180 / 360)
We can pay you an curiosity fee of $7.75 for every $1,000
principal quantity notice on that Curiosity Fee Date. As a result of the notes haven’t been known as, you’ll be entitled to obtain further
curiosity funds till the Maturity Date or, if the notes are redeemed earlier, the relevant Redemption Date. Additionally, you will
obtain a fee of principal on the Maturity Date or, if the notes are redeemed early, the relevant Redemption Date.
Instance 3: If we select not to name the notes prior
to the Maturity Date and at present is the Maturity Date, we can pay you $1,000 for every $1,000 principal quantity notice plus
any accrued and unpaid curiosity on the Maturity Date on the Curiosity Price of 1.55% every year. Due to this fact, the curiosity fee per
$1,000 principal quantity notice on the Maturity Date can be calculated as follows:
$1,000 × 1.55% × (180 / 360)
We can pay you a principal fee of $1,000 for every $1,000
principal quantity notice on the Maturity Date. Due to this fact, you’ll obtain $1,007.75 for every $1,000 principal quantity notice ($1,000
of principal plus $7.75 of curiosity) on the Maturity Date, and you’ll not obtain any additional curiosity or principal funds
The hypothetical funds on these notes proven above apply
provided that you maintain the notes for his or her whole time period or till earlier redemption. These hypotheticals don’t replicate charges or
bills that will be related to any sale within the secondary market. If these charges and bills had been included, the hypothetical
funds proven above would seemingly be decrease.
|Callable Fastened Price Notes||PS-6|
Supplemental Use of Proceeds
However something on the contrary within the accompanying
prospectus, we’ll contribute the online proceeds that we obtain from the sale of the notes supplied by this pricing complement to
our “intermediate holding company” subsidiary, JPMorgan Chase Holdings LLC, which can use these web proceeds for normal
company functions. General company functions may embody investments in our subsidiaries, funds of dividends to us, extensions
of credit score to us or our subsidiaries or the financing of attainable acquisitions or enterprise enlargement. Curiosity on our debt securities
(together with curiosity on the notes supplied by this pricing complement) and dividends on our fairness securities, in addition to redemptions
or repurchases of our excellent securities, can be made utilizing quantities we obtain as dividends or extensions of credit score from JPMorgan
Chase Holdings LLC or as dividends from JPMorgan Chase Bank, N.A.
It’s best to evaluation fastidiously the part within the accompanying
product complement no. 1-II entitled “Material U.S. Federal Income Tax Consequences,” focusing notably on the
part entitled “— Tax Penalties to U.S. Holders — Notes Handled as Debt Devices However Not Contingent Fee
Debt Devices — Notes Handled
as Debt Devices That Present for Fastened Curiosity Funds
at a Single Price and That Are Not Issued at a
Low cost.” The next, when learn together with
these sections, constitutes the total opinion of our particular tax counsel, Davis Polk & Wardwell LLP, relating to the fabric
U.S. federal earnings tax penalties of proudly owning and disposing of the notes.
Our particular tax counsel is of the opinion that the notes will
be handled as fixed-rate debt devices.
|Callable Fastened Price Notes||PS-7|