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.
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 Indices” 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.
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 February 24, 2023,
which
was filed as an
exhibit to the Registration Statement on Form S-3 by JPMorgan
Financial and JPMorgan Chase & Co. on February 24,
2023.
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 and the accompanying product 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.