JPMorgan Chase Financial Company LLC |
March 2023 |
Pricing Supplement
Registration Statement Nos. 333-236659
and 333-236659-01
Dated March 20, 2023
Filed pursuant to Rule 424(b)(2)
Structured Investments
Opportunities in U.S. Equities
Enhanced Buffered Jump Securities Based on the Performance
of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
Fully and Unconditionally Guaranteed by JPMorgan Chase &
Co.
The Enhanced Buffered 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 stock, as determined on the valuation date. If the final stock price is greater than
or equal to 80% of the initial stock price, which we refer to as the buffer threshold level, 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 stock price is less than the
buffer threshold level, at maturity investors will lose 1.25% for every 1% decline beyond the buffer amount of 20.00%. There is no
minimum payment at maturity on the securities. Accordingly, investors may lose their entire initial investment in the securities.
The securities are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income
and returns above the fixed upside payment in exchange for the potential to receive the fixed upside payment if the final stock price
is at or above the buffer threshold level. 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.
The initial stock price is the closing price of one share of the underlying stock on the strike date and is not the closing price of one
share of the underlying stock on the pricing date.
FINAL TERMS |
Issuer: |
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor: |
JPMorgan Chase & Co. |
Underlying stock: |
Common stock of Bank of America Corporation (Bloomberg ticker: BAC UN Equity) |
Aggregate principal amount: |
$2,500,000 |
Payment at maturity: |
§ If
the final stock price is greater than or equal to the buffer threshold level, you will receive at maturity a cash payment per
$10 stated principal amount security equal to: |
|
$10 + the upside payment |
|
§ If the final stock price is less than the buffer threshold level, meaning the value of the underlying stock has
declined by more than 20% from the initial stock price: |
|
$10 + [$10 × (stock return + 20.00%) × downside factor] |
|
This amount will be less than the stated principal amount of $10 per $10 stated principal amount security and could be zero. |
Upside payment: |
$1.70 per $10 stated principal amount security (17.00% of the stated principal amount). |
Stock return: |
(final stock price – initial stock price) / initial stock price |
Buffer threshold level: |
$22.256, which is 80% of the initial stock price |
Downside factor: |
1.25 |
Buffer amount: |
20.00% |
Initial stock price: |
$27.82, which was the closing price of one share of the underlying stock on the strike date and is not the closing price of one share of the underlying stock on the pricing date |
Final stock price: |
The closing price of one share of the underlying stock on the valuation date |
Stock adjustment factor: |
The stock adjustment factor is referenced in determining the closing price of one share of the underlying stock and is set initially at 1.0 on the strike date. The stock adjustment factor is subject to adjustment in the event of certain corporate events affecting the underlying stock. |
Stated principal amount: |
$10 per $10 stated principal amount security |
Issue price: |
$10 per $10 stated principal amount security (see “Commissions and issue price” below) |
Strike date: |
March 17, 2023 |
Pricing date: |
March 20, 2023 |
Original issue date (settlement date): |
March 23, 2023 |
Valuation date: |
April 22, 2024, 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: |
April 25, 2024, 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: |
48130Y602 / US48130Y6023 |
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 |
$0.05(2) |
$9.925 |
|
|
$0.025(3) |
|
Total |
$2,500,000.00 |
$18,750.00 |
$2,481,250.00 |
| (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 of $0.05 per $10 stated
principal amount security it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). 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 $0.025 for each $10 stated
principal amount security |
The estimated value of the securities on the pricing date was $9.873
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 and “Risk Factors” beginning on page 6 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, 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,
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
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 Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
Investment Summary
The Buffered Jump Securities
The Enhanced Buffered Jump Securities Based on the Performance of the
Common Stock of Bank of America Corporation due April 25, 2024 (the “securities”) can be used:
| § | As an alternative to direct exposure to the underlying stock
that provides a fixed, positive return of 17.00% (as reflected in the upside payment of $1.70 per $10 stated principal amount security)
if the final stock price is greater than or equal to 80% of the initial stock price, which we refer to as the buffer threshold level. |
| § | To enhance returns and potentially outperform the underlying
stock in a moderately bullish or moderately bearish environment, but only if the final stock price is greater than or equal to the buffer
threshold level. |
| § | To obtain a buffer against a specified level of negative
performance of the underlying stock, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. |
If the final stock price is less than the buffer
threshold level, at maturity investors will lose 1.25% for every 1% decline beyond the buffer amount. Accordingly, investors may lose
their entire initial investment in the securities.
Maturity: |
Approximately 13 months |
Upside payment: |
$1.70 per $10 stated principal amount security (17.00% of the stated principal amount) |
Buffer threshold level: |
80% of the initial stock price |
Buffer amount: |
20.00% |
Downside factor: |
1.25 |
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 stock is a “Reference Stock.”
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
Key Investment Rationale
This investment offers a fixed, positive return of 17.00% at maturity
if the final stock price is greater than or equal to 80% of the initial stock price, which we refer to as the buffer threshold level.
However, if the final stock price is less than the buffer threshold level, investors will lose 1.25% for every 1% decline beyond the buffer
amount. There is no minimum payment at maturity on the securities. Accordingly, you may lose your entire initial investment in the
securities.
Upside Scenario |
If the final stock price is greater than or equal to the buffer threshold level, the payment at maturity for each security will be equal to $10.00 plus the upside payment of $1.70 per $10 stated principal amount security. |
Downside Scenario |
If the final stock price is less than the buffer threshold level, which means that the underlying stock has depreciated by more than 20% from the initial stock price, you will lose 1.25% for every 1% decline in the final stock price from the initial stock price beyond the buffer amount of 20.00% (e.g., a 30% depreciation of the underlying stock will result in a payment at maturity of $7.50, or 75.00%, per $10 stated principal amount security). |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
How the Enhanced Buffered 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 |
Upside payment: |
$1.70 (17.00% of the stated principal amount) per $10 stated principal amount security |
Buffer threshold level: |
80% of the initial stock price (-20% percent change in the final stock price compared with the initial stock price) |
Buffer amount: |
20.00% |
Downside factor: |
1.25 |
Enhanced Buffered Jump Securities Payoff Diagram |
 |
How it works
| § | Upside Scenario: If the final stock price is greater than or equal to the buffer
threshold 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 $11.70 per security if the final
stock price is greater than or equal to the buffer threshold level. |
| o | For example, if the underlying stock appreciates 5%, investors will receive a 17.00% return, or $11.70 per $10 stated principal amount
security. |
| o | For example, if the underlying stock depreciates 10%, investors will receive a 17.00% return, or $11.70 per $10 stated principal amount
security. |
| o | For example, if the underlying stock appreciates 50%, investors will receive a 17.00% return, or $11.70 per $10 stated principal amount
security. |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
| § | Downside Scenario: If the final stock price is less than the buffer threshold level,
investors will receive an amount at maturity that is less than the stated principal amount by an amount proportionate to the percentage
decrease of the final stock price from the initial stock price beyond the buffer amount of 20.00%, times the downside factor of
1.25. Under these circumstances, investors will lose 1.25% of the stated principal amount for every 1% decline in the final stock price
from the initial stock price beyond the buffer amount of 20.00%. |
| o | For example, if the underlying stock depreciates by 50%, investors will lose 37.50% of their principal and receive only $6.25 per
$10 stated principal amount security (62.50% 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 Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
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 and the accompanying
product supplement. We 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 stock price is less than the buffer
threshold level, you will receive for each security that you hold a payment at maturity that is less than the stated principal amount
of each security by an amount proportionate to the
decline in the closing price of the underlying stock beyond the buffer amount of 20.00%, times the downside factor. Under these
circumstances, you will lose 1.25% of the stated principal amount for every 1% decline in the final stock price from the initial stock
price beyond the buffer amount of 20.00%. 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 stock price is greater than or equal to the buffer threshold level, the appreciation potential of the securities is limited
to the fixed upside payment of at least $1.70 per security (17.00% of the stated principal amount), even if the final stock price is significantly
greater than the initial stock price. See “How the Enhanced Buffered Jump Securities Work” on page 4 above. |
| § | Your ability to receive the upside payment may terminate on the valuation
date. If the final stock price is less than the buffer threshold level, you will not be entitled
to receive the upside payment at maturity. Under these circumstances, you will lose 1.25% of the stated principal amount
for every 1% decline in the final stock price from the initial stock price beyond the buffer amount of 20.00%. |
| § | 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 |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
securities
is likely to depend on the price, if any, at which JPMS
is willing to buy the securities. If at any 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 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 stock price, the buffer threshold level and the final stock price 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, and any anti-dilution adjustments 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 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 strike date and prior to maturity could have adversely affected, and may continue to adversely affect, the price of the
underlying stock and, as a result, could |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
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 strike date could have affected the initial stock price
and the buffer threshold level and, therefore, could potentially increase the price that the final stock price 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 stock price 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 is 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 exceeds 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. |
| § | 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 |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk 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 price of one share of the underlying stock,
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 in the prices of the underlying stock; |
| o | the time to maturity of the securities; |
| o | the dividend rate on the underlying stock; |
| o | interest and yield rates in the market generally; |
| o | the occurrence of certain events affecting the issuer of the underlying stock that may or may not require an adjustment to the stock
adjustment factor, including a merger or acquisition; 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.
Risks Relating to the Underlying
Stock
| § | Investing in the securities is not equivalent to investing in the underlying
stock. 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 underlying stock. |
| § | No affiliation with Bank of America Corporation. Bank
of America Corporation is not an affiliate of ours, is not involved with this offering in any way, and has no obligation to consider your
interests in taking any corporate actions that might affect the value of the securities. We have not made any due diligence inquiry with
respect to Bank of America Corporation in connection with this offering. |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
| § | We may engage in business with or involving Bank of America Corporation
without regard to your interests. We or our affiliates may presently or from time to time engage
in business with Bank of America Corporation without regard to your interests and thus may acquire non-public information about Bank of
America Corporation. Neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, we or our affiliates
from time to time have published and in the future may publish research reports with respect to Bank of America Corporation, which may
or may not recommend that investors buy or hold the underlying stock. |
| § | 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 underlying
stock, or engaging in transactions in them, and any such action could adversely affect the value of the securities or the underlying stock.
These legislative and regulatory actions could result in restrictions on the securities or the delisting of the underlying stock.
You may lose a significant portion or all of your initial investment in the securities, including if the underlying stock is delisted
or 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. |
| § | The anti-dilution protection for the underlying stock is limited and may be discretionary.
The calculation agent will make adjustments to the stock adjustment factor and other adjustments for certain corporate events affecting
the underlying stock. However, the calculation agent will not make an adjustment in response to all events that could affect the underlying
stock. If an event occurs that does not require the calculation agent to make an adjustment, the value of the securities may be materially
and adversely affected. You should also be aware that the calculation agent may make adjustments in response to events that are not described
in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is under no obligation
to do so or to consider your interests as a holder of the securities in making these determinations. |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
Bank of America Corporation Overview
Bank of America Corporation is a financial institution, serving individual
consumers, small- and middle-market businesses, institutional investors, large corporations and governments with a range of banking, investing,
asset management and other financial and risk management products and services. The underlying stock is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and is listed on the New York Stock Exchange. Information provided to
or filed with the SEC by Bank of America Corporation pursuant to the Exchange Act can be located by reference to the SEC file number 001-06523
through the SEC’s website at www.sec.gov.
Information as of market close on March 17, 2023:
Bloomberg Ticker Symbol: |
BAC |
52 Week High (on 3/22/2022): |
$44.18 |
Current Closing Price: |
$27.82 |
52 Week Low (on 3/17/2023): |
$27.82 |
52 Weeks Ago (on 3/17/2022): |
$43.03 |
|
|
The following table sets forth the published high, low and period-end
closing prices of, as well as dividends on, the underlying stock for each quarter in the period from January 1, 2018 through March 17,
2023. The closing price of the underlying stock on March 17, 2023 was $27.82. The associated graph following the table shows the closing
prices of the underlying stock for each day in the same period. We obtained the closing price information above and the information in
the table and graph below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The closing prices may have been adjusted by Bloomberg for corporate actions such as stock splits, public offerings, mergers and acquisitions,
spin-offs, delistings and bankruptcy.
Since its inception, the closing price of the underlying stock has
experienced significant fluctuations. The historical performance of the underlying stock should not be taken as an indication of its future
performance, and no assurance can be given as to the price of the underlying stock at any time, including on the valuation date.
Common Stock of Bank of America
Corporation |
High |
Low |
Period End |
Dividends
(Declared) |
2018 |
|
|
|
|
First Quarter |
$32.84 |
$29.17 |
$29.99 |
$0.120 |
Second Quarter |
$31.22 |
$28.19 |
$28.19 |
$0.120 |
Third Quarter |
$31.80 |
$27.78 |
$29.46 |
$0.150 |
Fourth Quarter |
$30.43 |
$22.73 |
$24.64 |
$0.150 |
2019 |
|
|
|
|
First Quarter |
$29.82 |
$24.56 |
$27.59 |
$0.150 |
Second Quarter |
$30.77 |
$26.60 |
$29.00 |
$0.150 |
Third Quarter |
$30.89 |
$26.25 |
$29.17 |
$0.180 |
Fourth Quarter |
$35.52 |
$27.63 |
$35.22 |
$0.180 |
2020 |
|
|
|
|
First Quarter |
$35.64 |
$18.08 |
$21.23 |
$0.180 |
Second Quarter |
$28.54 |
$19.77 |
$23.75 |
$0.180 |
Third Quarter |
$26.92 |
$22.77 |
$24.09 |
$0.180 |
Fourth Quarter |
$30.31 |
$23.47 |
$30.31 |
$0.180 |
2021 |
|
|
|
|
First Quarter |
$38.99 |
$29.65 |
$38.69 |
$0.180 |
Second Quarter |
$43.27 |
$38.08 |
$41.23 |
$0.180 |
Third Quarter |
$43.26 |
$36.93 |
$42.45 |
$0.210 |
Fourth Quarter |
$48.37 |
$43.08 |
$44.49 |
$0.210 |
2022 |
|
|
|
|
First Quarter |
$49.38 |
$38.34 |
$41.22 |
$0.210 |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
Common Stock of Bank of America
Corporation |
High |
Low |
Period End |
Dividends
(Declared) |
Second Quarter |
$40.90 |
$31.13 |
$31.13 |
$0.210 |
Third Quarter |
$36.64 |
$30.13 |
$30.20 |
$0.220 |
Fourth Quarter |
$38.41 |
$29.77 |
$33.12 |
$0.220 |
2023 |
|
|
|
|
First Quarter (through March 17, 2023) |
$36.77 |
$27.82 |
$27.82 |
$0.220 |
We make no representation as to the amount of dividends, if any,
that Bank of America Corporation may pay in the future. In any event, as an investor in the securities, you will not be entitled to receive
dividends, if any, that may be payable on the underlying stock.
The Common Stock of Bank of
America Corporation – Daily Closing Prices*
January 2, 2018 to March 17,
2023 |
 |
*The dotted line in the graph indicates the buffer threshold
level, equal to 80% of the initial stock price. |
This document relates only to the securities offered hereby and
does not relate to the underlying stock or other securities of Bank of America Corporation. We have derived all disclosures contained
in this document regarding the underlying stock from the publicly available documents described in the first paragraph under this “Bank
of America Corporation Overview” section without independent verification. In connection with the offering of the securities, neither
we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to Bank of America
Corporation. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available
information regarding Bank of America Corporation is accurate or complete. Furthermore, we cannot give any assurance that all events occurring
prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described
in the first paragraph under this “Bank of America Corporation Overview” section) that would affect the trading price of the
underlying stock (and therefore the price of the underlying stock at the time we priced the securities) have been publicly disclosed.
Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Bank of America
Corporation could affect the value received at maturity with respect to the securities and therefore the trading prices of the securities.
Neither we nor any of our affiliates makes any representation
to you as to the performance of the underlying stock.
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
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 is 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 is lower than the original issue price (price to public) of the securities” in this document. |
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 |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
|
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, our special tax counsel is of the opinion that Section 871(m) should 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.
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 Buffered Jump Securities
Work” in this document for an illustration of the risk-return profile of the securities and “Bank of America Corporation Overview”
in this document for a description of the market 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 |
See “Benefit Plan Investor Considerations” in the accompanying product supplement. |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
considerations: |
|
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 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”), |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
|
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 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. |
JPMorgan Chase Financial Company LLC
Enhanced Buffered Jump Securities Based on the Performance of the Common Stock of Bank of America Corporation due April 25, 2024
Principal at Risk Securities
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. |
Validity of the securities and the guarantee: |
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the securities 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 securities (the “master note”), and such securities have been delivered against payment as contemplated herein, such securities 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. |
Where you can find more information: |
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.
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 and the accompanying product 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
• 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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