March 28, 2023 |
Registration Statement Nos. 333-236659
and 333-236659-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
$360,000 (SX5E Notes); $173,000 (NDX Notes); $75,000 (RTY
Notes); $1,701,000 (SPX Notes); $154,000 (EFA Notes)
Capped Buffered Return Enhanced Notes due April 2, 2025
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
| ● | This pricing supplement relates to five separate note offerings, each linked to the performance of a different Underlying: |
| ● | Capped Buffered Return Enhanced Notes Linked to the EURO STOXX 50® Index (“SX5E Notes”) |
| ● | Capped Buffered Return Enhanced Notes Linked to the NASDAQ-100 Index® (“NDX Notes”) |
| ● | Capped Buffered Return Enhanced Notes Linked to the Russell 2000® Index (“RTY Notes”) |
| ● | Capped Buffered Return Enhanced Notes Linked to the S&P 500® Index (“SPX Notes”) |
| ● | Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI EAFE ETF (“EFA Notes”) |
| Each | issue of offered notes is linked to one, and only one, Underlying. While you may participate in one or more of the offerings, this
pricing supplement does not offer notes linked to a basket of the Underlyings. |
| ● | The notes are designed for investors who seek a return of 1.50 times any appreciation of the Underlying, up to a maximum return, at
maturity. |
| ● | Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90% of their principal. |
| ● | The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject
to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor
of the notes. |
| ● | Minimum denominations of $1,000 and integral multiples thereof |
| ● | The notes priced on March 28, 2023 and are expected to settle on or about March 31, 2023. |
Underlying |
Bloomberg
Ticker |
Initial
Value |
Maximum Return / Maximum Payment at Maturity
per $1,000 Principal Amount Note |
CUSIP |
EURO STOXX 50® Index |
SX5E |
4,168.21 |
34.00% / $1,340.00 |
48133US86 |
NASDAQ-100 Index® |
NDX |
12,610.57 |
23.50% / $1,235.00 |
48133US52 |
Russell 2000® Index |
RTY |
1,752.632 |
23.00% / $1,230.00 |
48133US37 |
S&P 500® Index |
SPX |
3,971.27 |
21.00% / $1,210.00 |
48133URZ7 |
iShares® MSCI EAFE ETF |
EFA |
$69.50 |
21.50% / $1,215.00 |
48133US60 |
Investing in the notes involves a number of risks.
See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on
page PS-12 of the accompanying product supplement, “Risk Factors” beginning on page US-3 of the accompanying underlying supplement
and “Selected Risk Considerations” beginning on page PS-3 of this pricing supplement.
Neither the Securities and Exchange
Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy
or the adequacy of this pricing supplement or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus.
Any representation to the contrary is a criminal offense.
|
Price to Public (1) |
Fees and Commissions (2) |
Proceeds to Issuer |
SX5E Notes (per note / total) |
$1,000 / $360,000 |
$25.9757 / $9,351.25 |
$974.0243 / $350,648.75 |
NDX Notes (per note / total) |
$1,000 / $173,000 |
$25.3974 / $4,393.75 |
$974.6026 / $168,606.25 |
RTY Notes (per note / total) |
$1,000 / $75,000 |
$23.6667 / $1,775.00 |
$976.3333 / $73,225.00 |
SPX Notes (per note / total) |
$1,000 / $1,701,000 |
$24.1968 / $41,158.75 |
$975.8032 / $1,659,841.25 |
EFA Notes (per note / total) |
$1,000 / $154,000 |
$23.7175 / $3,652.50 |
$976.2825 / $150,347.50 |
|
|
|
|
|
(1) See “Supplemental Use of Proceeds” in this
pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS,
acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated
dealers. These selling commissions will vary and will be up to $25.00 per $1,000 principal amount of RTY Notes and EFA Notes, respectively,
and up to $26.25 per $1,000 principal amount of SX5E Notes, NDX Notes, and SPX Notes, respectively. See “Plan of Distribution (Conflicts
of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms
of the notes were set, was $953.50, $943.80, $943.40, $951.40 and $944.10 per $1,000 principal amount of SX5E Notes, NDX Notes, RTY Notes,
SPX Notes and EFA Notes, respectively. See “The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured
by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no.
4-II dated November 4, 2020, underlying supplement no. 1-II dated November 4, 2020
and the prospectus and prospectus supplement, each dated April 8, 2020
General
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:
JPMorgan Chase & Co.
Underlying:
As specified on the cover of this pricing supplement
We
refer to the EURO STOXX 50® Index,
the NASDAQ-100 Index®,
the Russell 2000® Index
and the S&P 500® Index
as each, an “Index” and collectively, the “Indices.” We refer to the iShares® MSCI
EAFE ETF as the “Fund.” We refer to the Indices and the Fund as each, an “Underlying” and collectively, the “Underlyings.”
Upside
Leverage Factor: 1.50
Maximum
Return: As specified on the cover of this pricing supplement
Buffer
Amount: 10.00%
Pricing
Date: March 28, 2023
Original
Issue Date (Settlement Date): On or about March 31, 2023
Observation
Date*: March 28, 2025
Maturity
Date*: April 2, 2025
* Subject to postponement in the event of a market disruption event
and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying
— Notes Linked to a Single Underlying (Other Than a Commodity Index)” and “General Terms of Notes — Postponement
of a Payment Date” in the accompanying product supplement
|
|
Payment
at Maturity: If the Final Value is greater than the Initial Value, your payment at maturity per $1,000 principal amount note
will be calculated as follows:
$1,000 + ($1,000 × Underlying Return ×
Upside Leverage Factor), subject to the Maximum Return
If the Final Value is equal to the Initial Value or is less than the
Initial Value by up to the Buffer Amount, you will receive the principal amount of your notes at maturity.
If the Final Value is less than the Initial Value by more than the
Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000
× (Underlying Return + Buffer Amount)]
If the Final Value is less than the Initial Value by more than the
Buffer Amount, you will lose some or most of your principal amount at maturity.
Underlying
Return: With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial
Value: With respect to each Underlying, the closing value of that Underlying on the Pricing Date, as specified on the cover
of this pricing supplement
Final
Value: With respect to each Underlying, the closing value of that Underlying on the Observation Date
Share
Adjustment Factor: The Share Adjustment Factor is referenced in determining the closing value of the Fund and is set equal
to 1.0 on the Pricing Date. The Share Adjustment Factor is subject to adjustment upon the occurrence of certain events affecting the Fund.
See “The Underlyings – Funds – Anti-Dilution Adjustments” in the accompanying product supplement for further information. |
PS-1
| Structured Investments
Capped Buffered Return Enhanced Notes |
|
Hypothetical
Payout Profile
The following table illustrates the hypothetical total
return at maturity on hypothetical notes linked to a hypothetical Underlying and may not reflect the actual terms of any note offered
by this pricing supplement. See the cover of this pricing supplement and “General Key Terms” in this pricing supplement for
the actual terms of each note offered by this pricing supplement. The “total return” as used in this pricing supplement is
the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000.
The hypothetical total returns set forth below assume the following:
| ● | an Initial Value of 100.00; |
| ● | an Upside Leverage Factor of 1.50; |
| ● | a Maximum Return of 15.00%; and |
| ● | a Buffer Amount of 10.00%. |
The hypothetical Initial Value of 100.00 has been chosen
for illustrative purposes only and does not represent the actual Initial Value. The actual Initial Value is the closing value of the Underlying
on the Pricing Date and is specified on the cover of this pricing supplement. For historical data regarding the actual closing values
of the Underlying, please see the historical information set forth under “The Underlyings” in this pricing supplement.
Each hypothetical total return or hypothetical payment
at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable
to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.
Final Value |
Underlying Return |
Total Return on the Notes |
Payment at Maturity |
180.00 |
80.00% |
15.00% |
$1,150.00 |
165.00 |
65.00% |
15.00% |
$1,150.00 |
150.00 |
50.00% |
15.00% |
$1,150.00 |
140.00 |
40.00% |
15.00% |
$1,150.00 |
130.00 |
30.00% |
15.00% |
$1,150.00 |
120.00 |
20.00% |
15.00% |
$1,150.00 |
115.00 |
15.00% |
15.00% |
$1,150.00 |
110.00 |
10.00% |
15.00% |
$1,150.00 |
105.00 |
5.00% |
7.50% |
$1,075.00 |
101.00 |
1.00% |
1.50% |
$1,015.00 |
100.00 |
0.00% |
0.00% |
$1,000.00 |
95.00 |
-5.00% |
0.00% |
$1,000.00 |
90.00 |
-10.00% |
0.00% |
$1,000.00 |
85.00 |
-15.00% |
-5.00% |
$950.00 |
80.00 |
-20.00% |
-10.00% |
$900.00 |
70.00 |
-30.00% |
-20.00% |
$800.00 |
60.00 |
-40.00% |
-30.00% |
$700.00 |
50.00 |
-50.00% |
-40.00% |
$600.00 |
40.00 |
-60.00% |
-50.00% |
$500.00 |
30.00 |
-70.00% |
-60.00% |
$400.00 |
20.00 |
-80.00% |
-70.00% |
$300.00 |
10.00 |
-90.00% |
-80.00% |
$200.00 |
0.00 |
-100.00% |
-90.00% |
$100.00 |
PS-2
| Structured Investments
Capped Buffered Return Enhanced Notes |
|
How the
Notes Work
Upside Scenario:
If the Final Value is greater than the Initial Value,
investors will receive at maturity the $1,000 principal amount plus a return equal to the Underlying Return times the Upside
Leverage Factor of 1.50, up to the Maximum Return. Assuming a hypothetical Maximum Return of 15.00%:
| ● | if the closing value of the Underlying increases 5.00%, investors will receive at maturity a return of 7.50%, or $1,075.00 per $1,000
principal amount note; or |
| ● | if the closing value of the Underlying increases 30.00%, investors will receive at maturity a return equal to the 15.00% Maximum Return,
or $1,150.00 per $1,000 principal amount note, which is the maximum payment at maturity. |
Par Scenario:
If the Final Value is equal to the Initial Value or is
less than the Initial Value by up to the Buffer Amount of 10.00%,
investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Initial Value by
more than the Buffer Amount of 10.00%,
investors will lose 1% of the principal amount of their notes for every 1% that the Final Value is less than the Initial Value by more
than the Buffer Amount.
| ● | For example, if the closing value of the Underlying declines 50.00%, investors will lose 40.00%
of their principal amount and receive only $600.00
per $1,000 principal amount note at maturity, calculated as follows: |
$1,000 + [$1,000 × (-50.00%
+ 10.00%)] = $600.00
The hypothetical returns and hypothetical payments on
the notes shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect the fees or expenses
that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and
hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the notes involves
significant risks. These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus
supplement, product supplement and underlying supplement.
Risks Relating to the Notes
Generally
| ● | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the Final Value is less than the Initial Value by more than 10.00%,
you will lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 10.00%.
Accordingly, under these circumstances, you will lose up to 90.00%
of your principal amount at maturity. |
| ● | YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM RETURN,
regardless of the appreciation of the Underlying, which may be significant. |
| ● | CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual
or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market
for taking that credit risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to
default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment. |
| ● | 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 notes. If these affiliates do not make payments to us and
we fail to make payments on the notes, 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. |
PS-3
| Structured Investments
Capped Buffered Return Enhanced Notes |
|
| ● | POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s
economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activities
of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of
the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement. |
| ● | THE NOTES DO NOT PAY INTEREST. |
| ● | YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES INCLUDED IN OR HELD BY ANY UNDERLYING OR HAVE ANY RIGHTS WITH RESPECT
TO THE FUND OR THOSE SECURITIES. |
| ● | LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely
to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity. |
| ● | THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes
exceeds the estimated value of the notes because costs associated with selling, structuring and hedging the notes are included in the
original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect
to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under
the notes. See “The Estimated Value of the Notes” in this pricing supplement. |
| ● | THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement. |
| ● | THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes 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 notes as well as the higher issuance,
operational and ongoing liability management costs of the notes 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 notes. The use of an internal funding
rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the
notes. See “The Estimated Value of the Notes” in this pricing supplement. |
| ● | THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE
THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection
with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. See “Secondary
Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly,
the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which
may be shown on your customer account statements). |
| ● | SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes 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, projected hedging profits, if any, and estimated hedging costs that are included
in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes 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. |
PS-4
| Structured Investments
Capped Buffered Return Enhanced Notes |
|
| ● | SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes 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, projected hedging profits, if any, estimated hedging costs and the value
of the Underlying. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which
may also be reflected on customer account statements. This price may be different (higher or lower) than the price of the notes, if any,
at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated
Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market
factors” in the accompanying product supplement. |
Risks Relating to the Individual Offerings
| ● | WITH RESPECT TO THE SPX NOTES, JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500®
INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might
affect the value of the S&P 500® Index. |
| ● | THE RTY NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS —
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger
companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could
be a factor that limits downward stock price pressure under adverse market conditions. |
| ● | THE SX5E NOTES, THE NDX NOTES AND THE EFA NOTES ARE SUBJECT TO NON-U.S. SECURITIES RISK —
Some or all of the equity securities held by the Fund and included in the EURO STOXX 50® Index and the NASDAQ-100 Index®
have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve
risks associated with the home countries and/or the securities markets in the home countries of the issuers of those non-U.S. equity securities.
Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies
that are subject to the reporting requirements of the SEC. |
| ● | THE SX5E NOTES PROVIDE NO DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES —
The value of your notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the
equity securities included in the EURO STOXX 50® Index are based, although any currency fluctuations could affect the performance
of the EURO STOXX 50® Index. |
| ● | THE EFA NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK —
Because the prices of the equity securities held by the Fund are converted into U.S. dollars for purposes of calculating the net asset
value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the currencies in which
the equity securities held by the Fund trade. Your net exposure will depend on the extent to which those currencies strengthen or weaken
against the U.S. dollar and the relative weight of equity securities held by the Fund denominated in each of those currencies. If, taking
into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of the Fund will be adversely affected
and any payment on the notes may be reduced. |
| ● | THE EFA NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH THE FUND —
The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the implementation
of which is subject to a number of constraints, may not produce the intended results. These constraints could adversely affect the market
price of the shares of the Fund and, consequently, the value of the notes. |
PS-5
| Structured Investments
Capped Buffered Return Enhanced Notes |
|
| ● | WITH RESPECT TO THE EFA NOTES, THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET VALUE PER SHARE —
The Fund does not fully replicate its Underlying Index (as defined under “The Underlyings” below) and may hold securities
different from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs
and fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying
the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying Index. Finally,
because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor demand, the market value
of one share of the Fund may differ from the net asset value per share of the Fund.
During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants may
be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This
kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market
volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the
Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from the net asset value per
share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the performance of its Underlying
Index as well as the net asset value per share of the Fund, which could materially and adversely affect the value of the notes in the
secondary market and/or reduce any payments on the notes. |
| ● | WITH RESPECT TO THE EFA NOTES, THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for the Fund for certain events affecting the shares of the
Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If
an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and adversely
affected. |
The Underlyings
The EURO STOXX 50® Index consists of 50
component stocks of market sector leaders from within the Eurozone. The Index and STOXX are the intellectual property (including registered
trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the “Licensors”), which are used under license. The
notes based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its Licensors and neither STOXX Limited
nor any of its Licensors shall have any liability with respect thereto. For additional information about the EURO STOXX 50®
Index, see “Equity Index Descriptions — The STOXX Benchmark Indices” in the accompanying underlying supplement.
The NASDAQ-100 Index®
is a modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The NASDAQ Stock Market based
on market capitalization. For additional information about the NASDAQ-100 Index®, see “Equity Index Descriptions
— The NASDAQ-100 Index®” in the accompanying underlying supplement.
The Russell 2000®
Index consists of the middle 2,000 companies included in the Russell 3000ETM Index and, as a result of the index calculation
methodology, consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000®
Index is designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about
the Russell 2000® Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying
supplement.
The S&P 500®
Index 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.
The iShares® MSCI
EAFE ETF is an exchange-traded fund of iShares® Trust, a registered investment company, which seeks to track the investment
results, before fees and expenses, of an index composed of large- and mid-capitalization developed market equities, excluding the United
States and Canada, which we refer to as the Underlying Index with respect to the iShares® MSCI EAFE ETF. The Underlying
Index for the iShares® MSCI EAFE ETF is currently the MSCI EAFE® Index. The MSCI EAFE® Index
is a free float-adjusted market capitalization index intended to measure the equity market performance of the developed equity markets
in Europe, Asia, Australia and New Zealand. For additional information about the iShares® MSCI EAFE ETF, see “Fund
Descriptions — The iShares® ETFs” in the accompanying underlying supplement.
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Historical Information
The following table sets forth the closing value of each
Underlying on March 28, 2023. The following graphs set forth the historical performance of each Underlying, based on the weekly historical
closing values from January 5, 2018 through March 24, 2023. We obtained the closing values below from the Bloomberg Professional®
service (“Bloomberg”), without independent verification. The closing values of the Fund may have been adjusted by Bloomberg
for actions taken by the Fund, such as stock splits.
The historical closing values of
each Underlying should not be taken as an indication of future performance, and no assurance can be given as to the closing value of any
Underlying on the Observation Date. There can be no assurance that the performance of the Underlying will result in the return of any
of your principal amount.
Underlying* |
Closing Value on
March 28, 2023 |
EURO STOXX 50® Index |
4,168.21 |
NASDAQ-100 Index® |
12,610.57 |
Russell 2000® Index |
1,752.632 |
S&P 500® Index |
3,971.27 |
iShares® MSCI EAFE ETF |
$69.50 |
Historical Performance of the
EURO STOXX 50® Index
Source: Bloomberg |
PS-7
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Capped Buffered Return Enhanced Notes |
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Historical Performance of the
NASDAQ-100 Index®
Source: Bloomberg |
Historical Performance of the
Russell 2000® Index
Source: Bloomberg |
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| Structured Investments
Capped Buffered Return Enhanced Notes |
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Historical Performance of the
S&P 500® Index
Source: Bloomberg |
Historical Performance of the
iShares® MSCI EAFE ETF
Source: Bloomberg |
PS-9
| Structured Investments
Capped Buffered Return Enhanced Notes |
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Tax Treatment
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-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 notes.
Based on current market conditions, in the opinion of
our special tax counsel it is reasonable to treat the notes 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, subject to the possible application of the “constructive ownership” rules with respect
to the EFA Notes, as described below, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your
notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. The EFA Notes could be treated as
“constructive ownership transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in
respect of the EFA Notes that would otherwise be long-term capital gain and that was in excess of the “net underlying long-term
capital gain” (as defined in Section 1260) would be treated as ordinary income, and a notional interest charge would apply as if
that income had accrued for tax purposes at a constant yield over your holding period for the EFA Notes. Our special tax counsel has not
expressed an opinion with respect to whether the constructive ownership rules apply to the EFA Notes. Accordingly, U.S. Holders should
consult their tax advisers regarding the potential application of the constructive ownership rules to the EFA Notes.
The IRS or a court may not respect the treatment of the
notes described above, in which case the timing and character of any income or loss on your notes 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 described above.
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 notes, possibly
with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the
notes, including the potential application of the constructive ownership rules, 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, our special tax counsel is of the opinion that Section 871(m) should not apply to the notes 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.
You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.
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The Estimated
Value of the Notes
The estimated value of the notes set forth on the cover
of this pricing supplement 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 notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated
value of the notes 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 notes as well as the higher issuance, operational and ongoing liability management costs of the notes
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 notes. The use of an internal funding rate and any potential changes to that rate may have an
adverse effect on the terms of the notes and any secondary market prices of the notes. For additional information, see “Selected
Risk Considerations — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing
supplement.
The value of the derivative or derivatives underlying
the economic terms of the notes 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 notes is determined when the terms of the notes are set based on market conditions and other relevant
factors and assumptions existing at that time.
The estimated value of the notes does not represent future
values of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations for
the notes that are greater than or less than the estimated value of the notes. 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 notes 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 notes from you in
secondary market transactions.
The estimated value of the notes is lower than the original
issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price
of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the projected profits,
if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated
cost of hedging our obligations under the notes. 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 notes 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 “Selected Risk Considerations — The Estimated Value
of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any secondary
market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
— Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement.
In addition, we generally expect that some of the costs included in the original issue price of the notes will be partially paid back
to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and
our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intended to be the
shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects the structure of the
notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the notes
and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations — The Value of the Notes
as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of
the Notes for a Limited Time Period” in this pricing supplement.
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Supplemental
Use of Proceeds
The notes are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the notes. See “Hypothetical Payout Profile” and “How
the Notes Work” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Underlyings”
in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the
estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the
projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes,
plus the estimated cost of hedging our obligations under the notes.
Supplemental
Plan of Distribution
We expect that delivery of the notes will be made against
payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third
business day following the Pricing Date of the notes (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 notes 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.
Supplemental
Information About the Form of the Notes
The notes 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 notes to indicate that the master note evidences the
notes.
Validity
of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special
products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have
been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions
from JPMorgan Financial, the appropriate entries or notations in its records relating to the master global note that represents such notes
(the “master note”), and such notes have been delivered against payment as contemplated herein, such notes will be valid and
binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co.,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good
faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the
indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting
the amount of JPMorgan Chase & Co.’s obligation under the related guarantee. This opinion is given as of the date
hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited
Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution
and delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture
with respect to the trustee, all as stated in the letter of such counsel dated May 6, 2022, which was filed as an exhibit to a Current
Report on Form 8-K by JPMorgan Chase & Co. on May 6, 2022.
Additional
Terms Specific to the Notes
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement, relating to our Series A medium-term notes of
which these notes are a part, and the more detailed information contained in the accompanying product supplement and the accompanying
underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes
all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials
of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement, the accompanying product supplement and the accompanying underlying supplement, as the notes involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before
you invest in the notes.
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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):
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
PS-13
| Structured Investments
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