Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
27 Gennaio 2023 - 7:38PM
Edgar (US Regulatory)
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 January
27, 2023
| JPMorgan Chase Financial Company LLC |
February 2023 |
| |
Pricing Supplement |
| |
Registration Statement Nos. 333-236659 and 333-236659-01 |
| |
Dated February , 2023 |
| |
Filed pursuant to Rule 424(b)(2) |
Structured Investments
Opportunities in U.S. Equities
Enhanced Trigger Jump Securities Based on the Value of the
S&P 500® Index due March 5, 2025
Principal at Risk Securities
Fully and Unconditionally Guaranteed by JPMorgan Chase &
Co.
The Enhanced Trigger Jump Securities do not pay interest and do not guarantee
the return of any of the principal at maturity. At maturity, you will receive for each security that you hold an amount in cash that will
vary depending on the performance of the underlying index, as determined on the valuation date. If the final index value is greater than
or equal to 80% of the initial index value, you will receive for each security that you hold at maturity a fixed upside payment in addition
to the stated principal amount. However, if the final index value is less than 80% of the initial index value, the payment
due at maturity will be less than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease
in the final index value from the initial index value. This amount will be less than $8.00 and could be zero. Accordingly, investors
may lose their entire initial investment in the securities. The Enhanced Trigger Jump Securities are for investors who are willing
to risk their principal and forgo current income in exchange for the upside payment feature that applies to a limited range of the performance
of the underlying index. The securities 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., issued as part
of JPMorgan Financial’s Medium-Term Notes, Series A, program. Any payment on the securities is subject to the credit risk of
JPMorgan Financial, as issuer of the securities, and the credit risk of JPMorgan Chase & Co., as guarantor of the securities.
| SUMMARY
TERMS |
| Issuer: |
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co. |
| Guarantor: |
JPMorgan Chase & Co. |
| Underlying index: |
S&P 500® Index (Bloomberg ticker: SPX Index) |
| Aggregate principal amount: |
$ |
| Payment at maturity: |
§ If the final index value is greater than or equal to the trigger level, you will receive at maturity a cash payment per $10 stated principal amount security equal to: |
| |
$10 + the upside payment |
| |
§ If the final index value is less than the trigger level, meaning the value of the underlying index has declined by more than 20% from the initial index value: |
| |
$10 × index performance factor |
| |
This amount will be less than the stated principal amount of $10, and will represent a loss of more than 20%, and possibly all, of your principal amount. |
| Upside payment: |
At least $1.86 per $10 stated principal amount security (at least 18.60% of the stated principal amount). The actual upside payment will be provided in the pricing supplement and will not be less than $1.86 per $10 stated principal amount security. |
| Trigger level: |
, which is 80% of the initial index value |
| Index performance factor: |
final index value / initial index value |
| Initial index value: |
The closing level of the underlying index on the pricing date |
| Final index value: |
The closing level of the underlying index on the valuation date |
| Stated principal amount: |
$10 per security |
| Issue price: |
$10 per security (see “Commissions and issue price” below) |
| Pricing date: |
February , 2023 (expected to price on or about February 14, 2023) |
| Original issue date (settlement date): |
February , 2023 (3 business days after the pricing date) |
| Valuation date: |
February 28, 2025, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” in the accompanying product supplement |
| Maturity date: |
March 5, 2025, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement |
| CUSIP / ISIN: |
48133K567 / US48133K5671 |
| Listing: |
The securities will not be listed on any securities exchange. |
| Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
| Commissions and issue price: |
Price to public(1) |
Fees and commissions |
Proceeds to issuer |
| Per security |
$10.00 |
$0.20(2) |
$9.75 |
| |
|
$0.05(3) |
|
| Total |
$ |
$ |
$ |
| (1) | See “Additional Information about the Securities — Supplemental use of proceeds and hedging” in this document
for information about the components of the price to public of the securities. |
| (2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith
Barney LLC (“Morgan Stanley Wealth Management”). In no event will these selling commissions exceed $0.20 per $10 stated principal
amount security. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each $10 stated
principal amount security |
If the securities priced today and assuming an upside payment equal
to the minimum listed above, the estimated value of the securities would be approximately $9.688 per $10 stated principal amount security.
The estimated value of the securities on the pricing date will be provided in the pricing supplement and will not be less than $9.40 per
$10 stated principal amount security. See “Additional Information about the Securities — The estimated value of the securities”
in this document for additional information.
Investing in the securities 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 “Risk
Factors” beginning on page 5 of this document.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of this
document or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the
contrary is a criminal offense.
The securities 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.
You should read this document together with the
related product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks
below. Please also see “Additional Information about the Securities” at the end of this document.
Product
supplement no. MS-1-II dated November 4, 2020: http://www.sec.gov/Archives/edgar/data/19617/000095010320021469/crt_dp139325-424b2.pdf
Underlying supplement no. 1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
Prospectus supplement and prospectus, each dated April
8, 2020: http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
Investment Summary
The Trigger Jump Securities
The Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025 (the “securities”) can be used:
| § | As an alternative to direct exposure to the underlying index that provides a fixed, positive return of at least 18.60% (as reflected
in the upside payment of at least $1.86 per $10 stated principal amount security) if the final index value is greater than or equal to
80% of the initial index value, which we refer to as the trigger level. The actual upside payment will be provided in the pricing supplement
and will not be less than $1.86 per $10 stated principal amount security. |
| § | To enhance returns and potentially outperform the underlying index in a moderately bullish environment, but only if the final index
value is greater than or equal to the trigger level. |
| § | To obtain limited market downside protection against the loss of principal in the event of a decline of the underlying index as of
the valuation date, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., but only if the final index value
is greater than or equal to the trigger level. |
If the final index value is less than the trigger
level, the securities are exposed on a 1-to-1 basis to any percentage decline of the final index value from the initial index value. Accordingly,
investors may lose their entire initial investment in the securities.
| Maturity: |
Approximately 2 years |
| Upside payment: |
At least $1.86 per $10 stated principal amount security (at least 18.60% of the stated principal amount). The actual upside payment will be provided in the pricing supplement and will not be less than $1.86 per $10 stated principal amount security. |
| Trigger level: |
80% of the initial index value |
| Minimum payment at maturity: |
None. Investors may lose their entire initial investment in the securities |
| Interest: |
None |
Supplemental Terms of the Securities
For purposes of the accompanying product
supplement, the underlying index is an “Index.”
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
Key Investment Rationale
This investment offers a fixed, positive return of at least 18.60%
at maturity if the final index value is greater than or equal to 80% of the initial index value, which we refer to as the trigger level.
However, if the final index value is less than the trigger level, the payment at maturity will be less than $8 and could be zero.
| Upside
Scenario |
If the final index value is greater than or equal to the trigger level, the payment at maturity for each security will be equal to $10.00 plus the upside payment of at least $1.86 per $10 stated principal amount security. The actual upside payment will be provided in the pricing supplement and will not be less than $1.86 per $10 stated principal amount security. |
| Downside
Scenario |
If the final index value is less than the trigger level, which means that the underlying index has depreciated by more than 20% from the initial index value, you will lose 1% for every 1% decline of the level of the underlying index from the initial index value to the final index value (e.g., a 50% depreciation of the underlying index will result in the payment at maturity that is less than the stated principal amount by 50%, or $5 per $10 stated principal amount security). |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
How the Enhanced Trigger Jump Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on
the securities based on the following terms:
| Stated principal amount: |
$10 per $10 stated principal amount security |
| Hypothetical upside payment: |
$1.86 (18.60% of the stated principal amount) per $10 stated principal amount security* |
| Trigger level: |
80% of the initial index value (-20% percent change in the final index value compared with the initial index value) |
| *The
actual upside payment will be provided in the pricing supplement and will not be less than $1.86 per $10 stated principal amount
security. |
| Enhanced Trigger Jump Securities Payoff Diagram |
 |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
How it works
| § | Upside Scenario: If
the final index value is greater than or equal to the trigger level, the payment at maturity is equal to the $10 stated principal
amount plus the upside payment. Under the hypothetical terms of the securities, in the payoff diagram, an investor would receive
the payment at maturity of $11.86 per security if the final index value is greater than or equal to the trigger level. |
| o | For example, if the underlying index appreciates 5%, investors
will receive an 18.60% return, or $11.86 per $10 stated principal amount security. |
| o | For example, if the underlying index depreciates 10%, investors
will receive an 18.60% return, or $11.86 per $10 stated principal amount security. |
| o | For example, if the underlying index appreciates 30%, investors
will receive an 18.60% return, or $11.86 per $10 stated principal amount security. |
| § | Downside Scenario: If
the final index value is less than the trigger level, investors will receive an amount that is less than the stated principal
amount by an amount proportionate to the percentage decrease of the final index value from the initial index value. |
| o | For example, if the final index value declines by 50% from the
initial index value, investors will lose 50% of their principal and the payment at maturity will be $5 per $10 stated principal amount
security (50% of the stated principal amount). |
The hypothetical returns and hypothetical payments
on the securities shown above apply only if you hold the securities for their entire term. 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
returns and hypothetical payments shown above would likely be lower.
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
Risk Factors
The following
is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and
other risks, you should read the sections entitled “Risk Factors” of the accompanying prospectus supplement, the accompanying
product supplement and the accompanying underlying supplement. We also urge you to consult your investment, legal, tax, accounting and
other advisers in connection with your investment in the securities.
Risks Relating to the
Securities Generally
| § | The securities do not pay interest or guarantee the return of any principal
and your investment in the securities may result in a loss. The terms of the securities
differ from those of ordinary debt securities in that the securities
do not pay interest or guarantee the payment of any stated principal amount at maturity. If the final index value is less than the trigger
level, you will receive for each security that you hold a payment at maturity that is less than the $10 stated principal amount of each
security by an amount proportionate to the decline
in the closing level of the underlying index on the valuation date from the initial index value. There is no minimum payment at maturity
on the securities and, accordingly, you could lose your entire principal amount. |
| § | Appreciation potential is fixed and limited. If
the final index value is greater than or equal to the trigger level, the appreciation potential of the securities is limited to the fixed
upside payment of at least $1.86 per security (at least 18.60% of the stated principal amount), even if the final index value is significantly
greater than the initial index value. The actual upside payment will be provided in the pricing supplement. See “How the Enhanced
Trigger Jump Securities Work” on page 4 above. |
| § | Your ability to receive the upside payment may terminate on the valuation
date. If the final index value is less than the trigger level, you will not be entitled to receive
the upside payment at maturity. Under these circumstances, you will lose more than 20% of your principal amount and may lose all of your
principal amount at maturity. |
| § | The securities are subject to the credit risks of JPMorgan Financial and
JPMorgan Chase & Co., and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or credit spreads
may adversely affect the market value of the securities. Investors are dependent on our and JPMorgan Chase & Co.’s
ability to pay all amounts due on the securities. Any actual or anticipated decline in our or JPMorgan Chase & Co.’s credit
ratings or increase in our or JPMorgan Chase & Co.’s credit spreads determined by the market for taking that credit risk is
likely to adversely affect the market value of the securities. If we and JPMorgan Chase & Co. were to default on our payment obligations,
you may not receive any amounts owed to you under the securities and you could lose your entire investment. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations
and has limited assets. As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance
and administration of our securities. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of
our assets relate to obligations of our affiliates to make payments under loans made by us or other intercompany agreements. As a result,
we are dependent upon payments from our affiliates to meet our obligations under the securities. If these affiliates do not make payments
to us and we fail to make payments on the securities, you may have to seek payment under the related guarantee by JPMorgan Chase &
Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. |
| § | Secondary
trading may be limited. The securities
will not be listed on a securities exchange. There may be little or no secondary market for the securities.
Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities
easily. JPMS may act as a market maker for
the securities, but is not required to do so. Because
we do not expect that other market makers will participate significantly in the secondary market for the securities,
the price at which you may be able to trade your securities
is likely to depend on the price, if any, at which JPMS
is willing to buy the securities. If at any |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
time JPMS
or another agent does not act as a market maker, it is likely that there would be little or no secondary market for the securities.
| § | The final terms and estimated valuation of the securities will be provided in the pricing supplement. The final terms of the
securities will be provided in the pricing supplement. In particular, each of the estimated value of the securities and the upside payment
will be provided in the pricing supplement and each may be as low as the applicable minimum set forth on the cover of this document. Accordingly,
you should consider your potential investment in the securities based on the minimums for the estimated value of the securities and the
upside payment. |
| § | The tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper
U.S. federal income tax characterization of the securities, and we do not intend to request a ruling from the IRS. The IRS might not accept,
and a court might not uphold, the treatment of the securities described in “Additional Information about the Securities ―
Additional Provisions ― Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the securities, the timing
and character of any income or loss on the securities could differ materially and adversely from our description herein. In addition,
in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly
with retroactive effect. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement and consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the securities, including possible alternative treatments and the issues presented by this notice. |
Risks Relating to Conflicts of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the securities and other affiliates
of the issuer may be different from those of investors. We
and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and
as an agent of the offering of the securities, hedging our obligations under the securities and making the assumptions used to determine
the pricing of the securities and the estimated value of the securities, which we refer to as the estimated value of the securities. In
performing these duties, our and JPMorgan Chase & Co.’s 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 securities. The calculation agent
will determine the initial index value, the trigger level and the final index value and will calculate the amount of payment you will
receive at maturity, if any. Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence
of market disruption events, the selection of a successor to the underlying index or calculation of the final index value in the event
of a discontinuation or material change in method of calculation of the underlying index, may affect the payment to you at maturity. |
In addition, our
and JPMorgan Chase & Co.’s business activities, including hedging and trading activities, could cause our
and JPMorgan Chase & Co.’s economic interests to be adverse to yours and could adversely affect any payment on the securities
and the value of the securities. It is possible that hedging or trading activities of ours or our affiliates in connection with the securities
could result in substantial
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
returns for us or our affiliates while
the value of the securities declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the
accompanying product supplement for additional information about these risks.
| § | Hedging and trading activities by the issuer and its affiliates
could potentially affect the value of the securities. The hedging or trading activities of the issuer’s affiliates and of
any other hedging counterparty with respect to the securities on or prior to the pricing date and prior to maturity could adversely affect
the level of the underlying index and, as a result, could decrease the amount an investor may receive on the securities at maturity,
if any. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial index value and
the trigger level and, therefore, could potentially increase the level that the final index value must reach before you receive a payment
at maturity that exceeds the issue price of the securities or so that you do not suffer a loss on your initial investment in the securities.
Additionally, these hedging or trading activities during the term of the securities, including on the valuation date, could adversely
affect the final index value and, accordingly, the payment to you at maturity, if any. It is possible that these hedging or trading activities
could result in substantial returns for us or our affiliates while the value of the securities declines. |
Risks Relating to the Estimated
Value and Secondary Market Prices of the Securities
| § | The estimated value of the securities will be lower than the original issue
price (price to public) of the securities. The estimated value of the securities is only an estimate
determined by reference to several factors. The original issue price of the securities will exceed the estimated value of the securities
because costs associated with selling, structuring and hedging the securities are included in the original issue price of the securities.
These costs include the selling commissions, the structuring fee, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the securities and the estimated cost of hedging our obligations under the
securities. See “Additional Information about the Securities — The estimated value of the securities” in this document. |
| § | The estimated value of the securities does not represent future values
of the securities and may differ from others’ estimates. The estimated value of the securities
is determined by reference to internal pricing models of our affiliates. This estimated value of the securities is based on market conditions
and other relevant factors existing at the time of pricing and assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the securities that are
greater than or less than the estimated value of the securities. In addition, market conditions and other relevant factors in the future
may change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based
on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy securities from you in secondary
market transactions. See “Additional Information about the Securities — The estimated value of the securities” in this
document. |
| § | The estimated value of the securities is derived by reference
to an internal funding rate. The internal funding rate used in the determination of the estimated value of the securities may differ
from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued 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 securities
as well as the higher issuance, operational and ongoing liability management costs of the securities in comparison to those costs for
the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and
assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the securities.
The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the securities
and any secondary market prices of the securities. See “Additional Information about the Securities — The estimated value
of the securities” in this document. |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
| § | The value of the securities as published by JPMS (and which may be reflected on customer account statements) may be higher than
the then-current estimated value of the securities for a limited time period. We generally expect that some of the costs included
in the original issue price of the securities will be partially paid back to you in connection with any repurchases of your securities
by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions, the
structuring fee, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market
funding rates for structured debt issuances. See “Additional Information about the Securities — Secondary market prices of
the securities” in this document for additional information relating to this initial period. Accordingly, the estimated value of
your securities during this initial period may be lower than the value of the securities as published by JPMS (and which may be shown
on your customer account statements). |
| § | Secondary market prices of the securities will likely be lower than the
original issue price of the securities. Any secondary market prices of the securities will likely
be lower than the original issue price of the securities because, among other things, secondary market prices take into account our internal
secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
the structuring fee, projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the
securities. As a result, the price, if any, at which JPMS will be willing to buy securities from you in secondary market transactions,
if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could result in a substantial
loss to you. See the immediately following risk factor for information about additional factors that will impact any secondary market
prices of the securities. |
The
securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your securities
to maturity. See “— Secondary trading may be limited” below.
| § | Secondary market prices of the securities will be impacted by many economic
and market factors. The secondary market price of the securities during their term will be
impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions,
structuring fee, projected hedging profits, if any, estimated hedging costs and the closing level of the underlying index, including: |
| o | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| o | customary bid-ask spreads for similarly sized trades; |
| o | our internal secondary market funding rates for structured debt issuances; |
| o | the actual and expected volatility of the underlying index; |
| o | the time to maturity of the securities; |
| o | the dividend rates on the equity securities included in the underlying index; |
| o | interest and yield rates in the market generally; and |
| o | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors and/or
third party broker-dealers may publish a price for the securities, which may also be reflected on customer account statements. This price
may be different (higher or lower) than the price of the securities, if any, at which JPMS may be willing to purchase your securities
in the secondary market.
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
Risks Relating to the Underlying Index
| § | JPMorgan Chase & Co. is currently one of the companies that make up
the underlying index. JPMorgan Chase & Co. is currently one of the companies that make up the
underlying index. JPMorgan Chase & Co. will not have any obligation to consider your interests as a holder of the securities in taking
any corporate action that might affect the value of the underlying index or the securities. |
| § | Investing in the securities is not equivalent to investing in the underlying
index. Investing in the securities is not equivalent to investing in the underlying index or its
component stocks. Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any
other rights with respect to the stocks that constitute the underlying index. |
| § | Adjustments to the underlying index could adversely affect the value of
the securities. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor
index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published
by the calculation agent or any of its affiliates. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect
your investment in the securities. Governmental legislative and regulatory actions, including, without limitation, sanctions-related
actions by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding the securities or the securities
included in the underlying index, or engaging in transactions in them, and any such action could adversely affect the value of the securities
or the underlying index. These legislative and regulatory actions could result in restrictions on the securities. You may
lose a significant portion or all of your initial investment in the securities if you are forced to divest the securities due to the government
mandates, especially if such divestment must be made at a time when the value of the securities has declined. |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
S&P 500® Index
Overview
The S&P 500® Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC, consists of stocks of 500 companies selected to provide a performance benchmark for the
U.S. equity markets. For additional information about the S&P 500® Index, see “Equity Index Descriptions —
The S&P U.S. Indices” in the accompanying underlying supplement.
Information as of market close on January 26,
2023:
| Bloomberg Ticker Symbol: |
SPX |
| Current Closing Level: |
4,060.43 |
| 52 Weeks Ago (on 1/26/2022): |
4,349.93 |
| 52 Week High (on 3/29/2022): |
4,631.60 |
| 52 Week Low (on 10/12/2022): |
3,577.03 |
The following table sets forth the published high and low closing levels,
as well as end-of-quarter closing levels, of the underlying index for each quarter in the period from January 1, 2018 through January
26, 2023. The closing level of the underlying index on January 26, 2023 was 4,060.43. The associated graph shows the closing levels of
the underlying index for each day in the same period. We obtained the closing level information above and in the table and graph below
from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The historical closing levels of the underlying index should not be
taken as an indication of future performance, and no assurance can be given as to the closing level of the underlying index on the valuation
date. The payment of dividends on the stocks that constitute the underlying index are not reflected in its closing level and, therefore,
have no effect on the calculation of the payment at maturity.
| S&P 500® Index |
High |
Low |
Period End |
| 2018 |
|
|
|
| First Quarter |
2,872.87 |
2,581.00 |
2,640.87 |
| Second Quarter |
2,786.85 |
2,581.88 |
2,718.37 |
| Third Quarter |
2,930.75 |
2,713.22 |
2,913.98 |
| Fourth Quarter |
2,925.51 |
2,351.10 |
2,506.85 |
| 2019 |
|
|
|
| First Quarter |
2,854.88 |
2,447.89 |
2,834.40 |
| Second Quarter |
2,954.18 |
2,744.45 |
2,941.76 |
| Third Quarter |
3,025.86 |
2,840.60 |
2,976.74 |
| Fourth Quarter |
3,240.02 |
2,887.61 |
3,230.78 |
| 2020 |
|
|
|
| First Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
| Second Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
| Third Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
| Fourth Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
| 2021 |
|
|
|
| First Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
| Second Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
| Third Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
| Fourth Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
S&P 500® Index |
High |
Low |
Period End |
| 2022 |
|
|
|
| First Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
| Second Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
| Third Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
| Fourth Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
| 2023 |
|
|
|
| First Quarter (through January 26, 2023) |
4,060.43 |
3,808.10 |
4,060.43 |
|
S&P 500®
Index Historical Performance – Daily Closing Levels*
January 2, 2018 to January
26, 2023 |
 |
| *The dotted line in the graph indicates the hypothetical trigger
level, equal to 80% of the closing level of the underlying index on January 26, 2023. The actual trigger level will be based on the closing
level of the underlying index on the pricing date. |
License Agreement. “Standard & Poor’s®,”
“S&P®,” “S&P 500®” and “Standard & Poor’s 500” are
trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use by JPMorgan Chase & Co. and its affiliates,
including JPMorgan Financial. See “Equity Index Descriptions — The S&P U.S. Indices — License Agreement” in
the accompanying underlying supplement.
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
Additional Information about the Securities
Please read this information in conjunction with the summary terms
on the front cover of this document.
| Additional Provisions: |
| Postponement
of maturity date: |
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the third business day following the valuation date as postponed. |
| Minimum
ticketing size: |
$1,000 / 100 securities |
| Trustee: |
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) |
| Calculation
agent: |
JPMS |
| The
estimated value of the securities: |
The estimated value of the securities set forth on the cover
of this document is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the
same maturity as the securities, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the securities. The estimated value of the securities does not represent a minimum price at which JPMS would be
willing to buy your securities in any secondary market (if any exists) at any time. The internal funding rate used in the determination
of the estimated value of the securities may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued 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 securities as well as the higher issuance, operational and ongoing liability management costs of the
securities in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding
rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing
market replacement funding rate for the securities. The use of an internal funding rate and any potential changes to that rate may have
an adverse effect on the terms of the securities and any secondary market prices of the securities. For additional information, see “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The estimated value of the
securities is derived by reference to an internal funding rate” in this document. The value of the derivative or derivatives underlying
the economic terms of the securities is derived from internal pricing models of our affiliates. These models are dependent on inputs such
as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and
which can 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 securities on the pricing date is based on market conditions and other relevant
factors and assumptions existing at that time. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Securities — The estimated value of the securities does not represent future values of the securities and may differ
from others’ estimates” in this document.
The estimated value of the securities will be lower than the
original issue price of the securities because costs associated with selling, structuring and hedging the securities are included in the
original issue price of the securities. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the securities and the estimated cost of hedging our obligations under the securities. Because hedging our obligations
entails risk and may be influenced by 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 securities may be
allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.
See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The estimated
value of the securities will be lower than the original issue price (price to public) of the securities” in this document. |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
| Secondary
market prices of the securities: |
For information about factors that will impact any secondary market prices of the securities, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — Secondary market prices of the securities will be impacted by many economic and market factors” in this document. In addition, we generally expect that some of the costs included in the original issue price of the securities will be partially paid back to you in connection with any repurchases of your securities by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the securities. The length of any such initial period reflects the structure of the securities, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the securities and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Securities — The value of the securities as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the securities for a limited time period.” |
| Tax
considerations: |
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. MS-1-II. The following discussion, when read in
combination with that section, 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 securities.
Based on current market conditions, in the opinion of our
special tax counsel, your securities should be treated as “open transactions” that are not debt instruments for U.S. federal
income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S.
Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming
this treatment is respected, the gain or loss on your securities should be treated as long-term capital gain or loss if you hold your
securities for more than a year, whether or not you are an initial purchaser of securities at the issue price. However, the IRS or a court
may not respect this treatment of the securities, in which case the timing and character of any income or loss on the securities could
be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal
income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the
underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized
by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive
ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose
a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment
in the securities, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences
of an investment in the securities, including possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based
indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2025 that do not have a delta of one with respect to underlying 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 securities 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 application may depend on your particular
circumstances, 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 for the securities. You should consult
your tax adviser regarding the potential application of Section 871(m) to the securities. |
| Supplemental
use of proceeds and hedging: |
The securities are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the securities. See “How the Enhanced Trigger Jump Securities Work” in this document for an illustration of the risk-return profile of the securities and “S&P 500® Index Overview” in this document for a description of the market |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
| |
exposure provided by the securities.
The original issue price of the securities is equal to the
estimated value of the securities plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring
fee, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the securities, plus the estimated cost of hedging our obligations under the securities. |
| Benefit
plan investor considerations: |
See “Benefit Plan Investor Considerations” in the accompanying product supplement. |
| Supplemental
plan of distribution: |
Subject to regulatory constraints, JPMS intends to use its reasonable
efforts to offer to purchase the securities in the secondary market, but is not required to do so. JPMS, acting as agent for JPMorgan
Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management. In addition, Morgan Stanley
Wealth Management will receive a structuring fee as set forth on the cover of this document for each security.
We or our affiliate may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the securities and JPMS and/or
an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “—
Supplemental use of proceeds and hedging” above and “Use of Proceeds and Hedging” in the accompanying product supplement.
We expect that delivery of the securities will be made against
payment for the securities on or about the original issue date set forth on the front cover of this document, which will be the third
business day following the pricing date of the securities (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1
of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days,
unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade securities on any date prior to
two business days before delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement and should consult their own advisors.
Canada
The securities may be sold only to purchasers purchasing, or deemed
to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions (“NI
45-106”) or subsection 73.3(1) of the Securities Act (Ontario) (the “OSA”), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI-33-103”).
Accordingly, by placing a purchase order for securities, each purchaser
of securities in Canada will be deemed to have represented to the issuer, the guarantor and each agent and dealer participating in the
sale of the securities that such purchaser:
·
is an “accredited investor” as defined in section 1.1 of NI 45-106 or subsection 73.3(1) of the OSA and is either purchasing
the securities as principal for its own account, or is deemed to be purchasing the securities as principal by applicable law;
·
is a “permitted client” as defined in section 1.1 of NI 31-103 and, in particular, if the purchaser is an individual,
he or she beneficially owns financial assets (as defined in section 1.1 of NI 45-106) having an aggregate realizable value that, before
taxes but net of any related liabilities, exceeds CAD$5,000,000;
·
is not a company or other entity created or being used solely to purchase or hold securities as an “accredited investor”;
and
·
is not an “insider” of the issuer or the guarantor and is not registered as a dealer, adviser or otherwise under the
securities laws of any province or territory of Canada.
The securities are being distributed in Canada on a private placement
basis only and therefore any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject
to, the prospectus requirements of applicable securities laws. Each of the issuer and the guarantor is not a reporting issuer in any province
or territory in Canada and the securities are not listed on any stock exchange in Canada and there is currently no public market for the
securities in Canada. Each of the issuer and the guarantor currently has no intention of becoming a reporting issuer in Canada, filing
a prospectus with any securities regulatory authority in Canada to qualify the resale of the securities to the public, or listing its
securities on any stock exchange in Canada. Canadian purchasers are advised to seek legal advice prior to any resale of the securities.
Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
| |
exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
The issuer, the guarantor, the agents and the dealers are relying
on the statutory exemption contained in section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), which
provides that the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering are
not applicable.
By purchasing securities, the purchaser acknowledges that the issuer,
the guarantor, the agents and the dealers and their respective agents and advisers may each collect, use and disclose its name, telephone
number, address, the number and value of any securities purchased and other specified personally identifiable information (the “personal
information”), including the principal amount of securities that it has purchased and whether the purchaser is an “insider”
of the issuer or the guarantor or a “registrant” for purposes of meeting legal, regulatory and audit requirements and as otherwise
permitted or required by law or regulation. By purchasing securities, the purchaser consents to the foregoing collection, use and disclosure
of the personal information pertaining to the purchaser.
Furthermore, by purchasing securities, the purchaser acknowledges
that the personal information concerning the purchaser (A) will be disclosed to the relevant Canadian securities regulatory authorities
and may become available to the public in accordance with the requirements of applicable securities and freedom of information laws and
the purchaser consents to the disclosure of the personal information; (B) is being collected indirectly by the applicable Canadian securities
regulatory authority under the authority granted to it in securities legislation; and (C) is being collected for the purposes of the administration
and enforcement of the applicable Canadian securities legislation. By purchasing securities, the purchaser shall be deemed to have authorized
such indirect collection of the personal information by the relevant Canadian securities regulatory authorities.
Questions about the indirect collection of personal information should
be directed to the securities regulatory authority in the province of the purchaser, using the following contact information: in British
Columbia, the British Columbia Securities Commission can be contacted at P.O. Box 10142, Pacific Center, 701 West Georgia Street, Vancouver,
British Columbia V7Y 1L2 or at (604) 899-6500 or 1-800-373-6393; in Alberta, the Alberta Securities Commission can be contacted at Suite
600, 250 – 5th Street SW, Calgary, Alberta T2P 0R4 or at (403) 297-6454 or 1-877-355-0585; in Saskatchewan, the Financial and Consumer
Affairs Authority of Saskatchewan can be contacted at Suite 601 – 1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2 or at (306)
787-5842; in Manitoba, The Manitoba Securities Commission can be contacted at 500 – 400 St. Mary Avenue, Winnipeg, Manitoba R3C
4K5 or at (204) 945-2561 or 1-800-655-5244; in Ontario, the Ontario Securities Commission can be contacted at 20 Queen Street West, 22nd
Floor, Toronto, Ontario M5H 3S8 or at (416) 593-8314 or 1-877-785-1555; in Québec, the Autorité des marchés financiers
can be contacted at 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3 or at
(514) 395-0337 or 1-877-525-0337; in New Brunswick, the Financial and Consumer Services Commission (New Brunswick) can be contacted at
85 Charlotte Street, Suite 300, Saint John, New Brunswick E2L 2J2 or at (506) 658-3060 or 1-866-933-2222; in Nova Scotia, the Nova Scotia
Securities Commission can be contacted at Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8 or at (902)
424-7768; in Prince Edward Island, the Prince Edward Island Securities Office can be contacted at 95 Rochford Street, 4th Floor Shaw Building,
P.O. Box 2000, Charlottetown, Prince Edward Island C1A 7N8 or at (902) 368-4569; and in Newfoundland and Labrador, the Director of Securities
of the Government of Newfoundland and Labrador’s Financial Services Regulation Division can be contacted at P.O. Box 8700, Confederation
Building, 2nd Floor, West Block, Prince Philip Drive, St. John's, Newfoundland and Labrador A1B 4J6 or at (709) 729-4189; and (b) has
authorized the indirect collection of the personal information by the securities regulatory authority or regulator in the local jurisdiction.
The purchaser acknowledges that each of the issuer and the guarantor
is an entity formed under the laws of a jurisdiction outside of Canada. Some or all of the managers and officers of the issuer or the
guarantor may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada
upon such entity or such persons. All or a substantial portion of the assets of each of the issuer and the guarantor may be located outside
of Canada and, as a result, it may not be possible to satisfy a judgment in Canada against the issuer, the guarantor or their respective
directors and officers or to enforce a judgment obtained in Canadian courts against the issuer, the |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P 500® Index due March 5, 2025
Principal at Risk Securities
| |
guarantor or such persons outside of Canada. The securities will
not be governed by the laws of any province or territory of Canada. Accordingly, it may not be possible to enforce securities in accordance
with their terms in a Canadian court.
This document does not address the Canadian tax consequences of ownership
of securities. Prospective purchasers should consult their own tax advisors with respect to the Canadian and other tax considerations
applicable to them. |
| Supplemental
information about the form of the securities: |
The securities will initially be represented by a type of global security that we refer to as a master note. A master note represents multiple securities that may be issued at different times and that may have different terms. The trustee and/or paying agent will, in accordance with instructions from us, make appropriate entries or notations in its records relating to the master note representing the securities to indicate that the master note evidences the securities. |
| Where you can find more information: |
You may revoke your offer to purchase the securities
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 securities prior to their issuance. In the event of
any changes to the terms of the securities, 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 document together with the accompanying prospectus,
as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these securities are a part,
and the more detailed information contained in the accompanying product supplement and the accompanying underlying supplement.
This document, together with the documents listed below, contains
the terms of the securities 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, stand-alone 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, the accompanying product supplement and the accompanying
underlying supplement, as the securities 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 securities.
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. MS-1-II dated November 4,
2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021469/crt_dp139325-424b2.pdf
• Underlying supplement no. 1-II dated November 4,
2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
• Prospectus supplement and prospectus, each dated
April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617.
As used in this document, “we,” “us,” and
“our” refer to JPMorgan Financial. |
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