$5,853,620 Linked to an Unequally Weighted Basket of 5 Equity Indices due
July 31, 2024
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
Capped GEARS (Growth Enhanced Asset Return Securities), which we
refer to as the “Securities,” are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial Company
LLC (“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co., with
a return linked to the performance of an unequally weighted basket (the “Basket”) of the EURO STOXX 50® Index,
the Nikkei 225 Index, the FTSE® 100 Index, the Swiss Market Index and the S&P/ASX 200 Index (each, an “Underlying”
and together, the “Underlyings”). If the Basket Return is positive, JPMorgan Financial will repay your principal amount at
maturity plus pay a return equal to the Basket Return times the Upside Gearing of 3.00, up to the Maximum Gain of 21.50%. If the
Basket Return is zero, JPMorgan Financial will repay your principal amount at maturity. However, if the Basket Return is negative, JPMorgan
Financial will repay less than your principal amount at maturity, if anything, resulting in a loss of principal that is proportionate
to the negative Basket Return. In this case, you will have full downside exposure to the Basket from the Initial Basket Value to the Final
Basket Value and could lose all of your principal amount. Investing in the Securities involves significant risks. You may lose some
or all of your principal amount. You will not receive dividends or other distributions paid on any stocks included in any Underlying,
and the Securities will not pay interest. Any payment on the Securities is subject to the creditworthiness of JPMorgan Financial as issuer
of the Securities, and the creditworthiness of JPMorgan Chase & Co., as guarantor of the Securities. If JPMorgan Financial and JPMorgan
Chase & Co. were to default on their payment obligations, you may not receive any amounts owed to you under the Securities and you
could lose your entire investment.
|
Additional
Information about JPMorgan Financial, JPMorgan Chase & Co. and the Securities |
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 Securities
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 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, 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.
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, the “Issuer,” “JPMorgan Financial,”
“we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.
|
Supplemental
Terms of the Securities |
For purposes of the accompanying product supplement, each of the EURO
STOXX 50® Index, the Nikkei 225 Index, the FTSE® 100 Index, the Swiss Market Index and the S&P/ASX 200
Index is an “Index.”
Investor
Suitability
|
The Securities may be suitable for you if, among other considerations:
t You
fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.
t You
can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that has the same downside
market risk as a hypothetical investment in the Basket.
t You
believe the level of the Basket will increase over the term of the Securities and that the appreciation is unlikely to exceed an amount
equal to the Maximum Gain indicated on the cover hereof.
t You
understand and accept that your potential return is limited by the Maximum Gain and you are willing to invest in the Securities based
on the Maximum Gain indicated on the cover hereof.
t You
can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Basket.
t You
do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the Underlyings.
t You
are willing and able to hold the Securities to maturity.
t You
accept that there may be little or no secondary market for the Securities and that any secondary market will depend in large part on the
price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to trade the Securities.
t You
understand and accept the risks associated with the Underlyings.
t You
are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities, and understand
that if JPMorgan Financial and JPMorgan Chase & Co. default on their obligations, you may not receive any amounts due to you including
any repayment of principal. |
|
The Securities may not be suitable for you if, among other considerations:
t You
do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire principal amount.
t You
require an investment designed to provide a full return of principal at maturity.
t You
cannot tolerate a loss of all or a substantial portion of your investment, or you are not willing to make an investment that has the same
downside market risk as a hypothetical investment in the Basket.
t You
believe the level of the Basket will decline over the term of the Securities, or you believe the Underlying will appreciate over the term
of the Securities by more than the Maximum Gain indicated on the cover hereof.
t You
seek an investment that has unlimited return potential without a cap on appreciation.
t You
are unwilling to invest in the Securities based on the Maximum Gain indicated on the cover hereof.
t You
cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Basket.
t You
seek current income from your investment or prefer not to forgo dividends paid on the stocks included in the Underlyings.
t You
are unwilling or unable to hold the Securities to maturity or seek an investment for which there will be an active secondary market.
t You
do not understand or accept the risks associated with the Underlyings.
t You
are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Securities, including
any repayment of principal. |
The suitability considerations identified above are not exhaustive.
Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you should reach an
investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully considered the suitability
of an investment in the Securities in light of your particular circumstances. You should also review carefully the “Key Risks”
section of this pricing supplement and the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement for risks related to an investment in the Securities. For more information on the Underlyings, please see the section
titled “The EURO STOXX 50® Index,” “The Nikkei 225 Index,” “The FTSE® 100
Index,” “The Swiss Market Index” and “The S&P/ASX 200 Index” below.
|
Final
Terms |
| Issuer: |
|
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co. |
| Guarantor: |
|
JPMorgan Chase & Co. |
| Issue Price: |
|
$10.00 per Security (subject to a minimum purchase of 100 Securities or $1,000) |
| Principal Amount: |
|
$10.00 per Security. The payment at maturity will be based on the principal amount. |
| Basket: |
|
The Securities are linked to an unequally weighted basket (the “Basket”) of the EURO STOXX 50® Index, the Nikkei 225 Index, the FTSE® 100 Index, the Swiss Market Index and the S&P/ASX 200 Index (each, an “Underlying” and together, the “Underlyings”). The Underlyings, along with their respective weightings (each a “Basket Weight”), are set forth below. |
| |
|
Underlying |
Basket
Weight |
| |
|
EURO STOXX 50® Index |
40.00% |
| Nikkei 225 Index |
25.00% |
| FTSE® 100 Index |
17.50% |
| Swiss Market Index |
10.00% |
| |
S&P/ASX 200 Index |
7.50% |
| Due to the unequal weightings of the Underlyings, the performance of the EURO STOXX 50® Index will have a significantly larger impact on the return on the Securities than the performance of any other Underlying in the Basket. |
| Term: |
|
Approximately 14 months |
| Payment at Maturity (per $10 principal amount Security): |
|
If the Basket Return is positive, JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10 + ($10 × Basket Return × Upside
Gearing)
provided, however, that in no event will JPMorgan Financial
pay you at maturity an amount greater than:
$10 + ($10 × Maximum Gain)
If the Basket Return is zero, JPMorgan
Financial will pay you a cash payment at maturity of $10 per $10 principal amount Security.
If the Basket Return is negative, JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10 + ($10 × Basket Return)
In this scenario, you will be exposed to the decline of the Basket
and you will lose some or all of your principal amount in an amount proportionate to the negative Underlying Return. |
| Basket Return: |
|
(Final Basket Value – Initial Basket Value)
Initial Basket Value |
| Upside Gearing: |
|
3.00 |
| Maximum Gain |
|
21.50%. In no event will the return on the Principal Amount be greater than the Maximum Gain. |
| Initial Basket Value: |
|
Set equal to 100 on the Trade Date |
| Final Basket Value: |
|
The closing level of the Basket on the Final Valuation Date |
| Closing Level of the Basket: |
|
The closing level of the Basket on any day will be calculated as follows:
100 × [1 + sum of (Underlying Return of each Underlying × Basket Weight of that Underlying)] |
| Initial Value: |
|
With respect to each Underlying, the closing level of that Underlying on the Trade Date, as specified on the cover of this pricing supplement |
| Final Value: |
|
With respect to each Underlying, the closing level of that Underlying on the Final Valuation Date |
| |
|
|
|
|
| Underlying Return: |
|
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value |
|
Investment
Timeline |
| |
|
|
| Trade Date |
|
The closing level of each Underlying is observed, the Initial Basket Value is set equal to 100, and the Maximum Gain is finalized. |
 |
|
| Maturity Date |
|
The Final Value of each Underlying, the Final Basket Value and the
Basket Return are determined.
If the Basket Return is positive, JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10 + ($10 × Basket Return ×
Upside Gearing)
provided, however, that in no event will you receive at maturity
an amount greater than:
$10 + ($10 × Maximum Gain)
If the Basket Return is zero, JPMorgan
Financial will pay you a cash payment at maturity of $10 per $10 principal amount Security.
If the Basket Return is negative, JPMorgan
Financial will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10 + ($10 × Basket Return)
Under these circumstances, you will be exposed to the decline
of the Basket and you will lose some or all of your principal amount. |
|
INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE
SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS
OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR PAYMENT
OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
|
| |
|
|
|
|
|
|
What
Are the Tax Consequences of the Securities? |
You should review carefully the section entitled “Material U.S.
Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-I. 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 Securities.
Based on current market conditions, in the opinion of our special tax
counsel it is reasonable to treat the Securities 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, 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.
An investment in the Securities involves significant risks. Investing
in the Securities is not equivalent to investing directly in the Basket or any or all of the Underlyings. These risks are explained in
more detail in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement.
We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Securities.
Risks Relating to the Securities Generally
| t | Your Investment in the Securities May Result in a Loss — The Securities differ from ordinary debt securities in that
we will not necessarily repay the full principal amount of the Securities. We will pay you the principal amount of your Securities in
cash only if the Final Basket Value has not declined below the Initial Basket Value. If the Basket Return is negative, you will lose some
or all of your principal amount in an amount proportionate to the negative Basket Return. Accordingly, you could lose up to your entire
principal amount. |
| t | Credit Risks of JPMorgan Financial and JPMorgan Chase & Co. — The Securities are unsecured and unsubordinated debt
obligations of the Issuer, JPMorgan Chase Financial Company LLC, the payment on which is fully and unconditionally guaranteed by JPMorgan
Chase & Co. The Securities will rank pari passu with all of our other unsecured and unsubordinated obligations, and the related
guarantee JPMorgan Chase & Co. will rank pari passu with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated
obligations. The Securities and related guarantees are not, either directly or indirectly, an obligation of any third party. Any payment
to be made on the Securities, including any repayment of principal, depends on the ability of JPMorgan Financial and JPMorgan Chase &
Co. to satisfy their obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Financial and JPMorgan
Chase & Co. may affect the market value of the Securities and, in the event JPMorgan Financial and JPMorgan Chase & Co. were to
default on their obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire
investment. |
| t | As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and 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. |
| t | We May Accelerate Your Securities If a Change-in-Law Event Occurs — Upon the announcement or occurrence of legal or regulatory
changes that the calculation agent determines are likely to interfere with your or our ability to transact in or hold the Securities or
our ability to hedge or perform our obligations under the Securities, we may, in our sole and absolute discretion, accelerate the payment
on your Securities and pay you an amount determined in good faith and in a commercially reasonable manner by the calculation agent. If
the payment on your Securities is accelerated, your investment may result in a loss and you may not be able to reinvest your money in
a comparable investment. Please see “General Terms of Notes — Consequences of a Change-in-Law Event” in the accompanying
product supplement for more information. |
| t | The Appreciation Potential of the Securities Is Limited by the Maximum Gain — The appreciation potential of the Securities
is limited by the Maximum Gain of 21.50%. Accordingly, the appreciation potential of the Securities will be limited by the Maximum Gain
even if the Basket Return times the Upside Gearing is greater than the Maximum Gain. |
| t | The Upside Gearing Applies Only If You Hold the Securities to Maturity — You should
be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, if
any, the price you receive likely will not reflect the full economic value of the Upside Gearing or the Securities themselves, and the
return you realize may be less than the product of the performance of the Basket and the Upside Gearing and may be less than the Basket’s
return, even if that return is positive and does not exceed the Maximum Gain. You can receive the full benefit of the Upside Gearing,
subject to the Maximum Gain, only if you hold your Securities to maturity. |
| t | No Interest Payments — JPMorgan Financial will not make any interest payments to you with respect to the Securities. |
| t | The Probability That the Final Basket Value Will Fall Below the Initial Basket Value on the Final Valuation Date Will Depend on
the Volatility of the Basket — “Volatility" refers to the frequency and magnitude of changes in the level of the
Basket. Greater expected volatility with respect to the Basket reflects a higher expectation as of the Trade Date that the Basket could
close below the Initial Basket Value on the Final Valuation Date, resulting in the loss of some or all of your investment. However, the
Basket’s volatility can change significantly over the term of the Securities. The level of the Basket could fall sharply, which
could result in a significant loss of principal. |
| t | Correlation (or Lack of Correlation) of the Underlyings — Changes in the levels of the Underlyings may not correlate
with each other. At a time when the level of one or more Underlyings increases, the level of one or more other Underlyings may not
increase as much or may even decline. Therefore, in calculating the closing level of the Basket, an increase in the level of one
or more of the Underlyings may be moderated, or more than offset, by a lesser increase or decline in the level of one or more other Underlyings.
In addition, high correlation of movements in the levels of the Underlyings during periods of negative returns among the Underlyings could
have an adverse effect on any payment on the Securities. Due to the unequal weightings of the Underlyings, the performance of the
EURO STOXX 50® Index will have a significantly larger impact on the return on the Securities than the performance of any
other Underlying in the Basket. |
| t | Investing in the Securities Is Not Equivalent to Investing in the Stocks Composing the Underlyings — Investing in the
Securities is not equivalent to investing in the stocks included in the Underlyings. As an investor in the Securities, you will not have
any ownership interest or rights in the stocks included in the Underlyings, such as voting rights, dividend payments or other distributions. |
| t | We Cannot Control Actions by the Sponsor of Any Underlying and That Sponsor Has No Obligation
to Consider Your Interests — We and our affiliates are not affiliated with the sponsor of any Underlying and have no ability
to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating
to the calculation of that Underlying. The sponsor of each Underlying is not involved in this Security offering in any way and has no
obligation to consider your interest as an owner of the Securities in taking any actions that might affect the market value of your Securities. |
| t | Your Return on the Securities Will Not Reflect Dividends on the Stocks Composing the Underlyings — Your return on the
Securities will not reflect the return you would realize if you actually owned the stocks included in the Underlyings and received the
dividends on the stocks included in the Underlyings. This is because the calculation agent will calculate the amount payable to you at
maturity of the Securities by reference to the Final Basket Value, which is based on the closing level of each Underlying on the Final
Valuation Date, without taking into consideration the value of dividends on the stocks included in that Underlying. |
| t | Lack of Liquidity — The Securities will not be listed on any securities exchange. JPMS intends to offer to purchase the
Securities in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the Securities easily. Because other dealers are not likely to make a secondary market for the Securities,
the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which JPMS is willing to buy
the Securities. |
| t | Tax Treatment — Significant aspects of the tax treatment of the Securities are uncertain. You should consult your tax
adviser about your tax situation. |
Risks Relating to Conflicts of Interest
| t | Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of the Securities,
including acting as calculation agent and 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 when the terms of the Securities are set, 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.
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. |
| t | Potentially Inconsistent Research, Opinions or Recommendations by JPMS, UBS or Their Affiliates — JPMS, UBS or their
affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Securities,
and that may be revised at any time. Any such research, opinions or recommendations may or may not recommend that investors buy or hold
investments linked to the Underlyings and could affect the values of the Underlyings, and therefore the Basket and the market value of
the Securities. |
| t | Potential JPMorgan Financial Impact on the Level of an Underlying — Trading or transactions by JPMorgan Financial or
its affiliates in an Underlying or in futures, options or other derivatives products on an Underlying may adversely affect the level of
that Underlying and, therefore, the market value of the Securities. |
Risks Relating to the Estimated Value and Secondary
Market Prices of the Securities
| t | 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 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 “The Estimated Value of the Securities” in this pricing supplement. |
| t | 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 when the terms of
the Securities are set. This estimated value of the Securities is based on market conditions and other relevant factors existing at that
time 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 “The Estimated Value of
the Securities” in this pricing supplement. |
| t | 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 “The
Estimated Value of the Securities” in this pricing supplement.
| t | 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, projected
hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured
debt issuances. See “Secondary Market Prices of the Securities” in this pricing supplement for additional information relating
to this initial period. Accordingly, the estimated value of your Securities during this initial period may be lower than the value of
the Securities as published by JPMS (and which may be shown on your customer account statements). |
| t | 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, 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 “— Risks Relating
to the Securities Generally — Lack of Liquidity” above.
| t | Many Economic and Market Factors Will Impact the Value of the Securities —
As described under “The Estimated Value of the Securities” in this pricing supplement, the Securities can be thought
of as securities that combine a fixed-income debt component with one or more derivatives. As a result, the factors that influence the
values of fixed-income debt and derivative instruments will also influence the terms of the Securities at issuance and their value in
the secondary market. Accordingly, 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, projected hedging profits, if any,
estimated hedging costs and the levels of the Underlyings, including: |
| t | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| t | customary bid-ask spreads for similarly sized trades; |
| t | our internal secondary market funding rates for structured debt issuances; |
| t | the actual and expected volatility in the levels of the Underlyings; |
| t | the time to maturity of the Securities; |
| t | the dividend rates on the equity securities underlying the Underlyings; |
| t | the actual or expected positive or negative correlation among the Underlyings, or the actual or expected absence of any such correlation; |
| t | interest and yield rates in the market generally; |
| t | the exchange rates and the volatility of the exchange rates between the U.S. dollar and each of the currencies in which the equity
securities included in the Underlyings trade and the correlation among those rates and the levels of the Underlyings; and |
| t | 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 Underlyings
| t | Non-U.S. Securities Risk — The equity
securities included in each Underlying 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 securities markets in the home countries of the issuers of those non-U.S. equity securities,
including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain
countries. 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. |
| t | No Direct Exposure to Fluctuations in Foreign
Exchange Rates — The value of your Securities will not be adjusted for exchange rate fluctuations between the U.S. dollar and
the currencies upon which the equity securities included in the Underlyings are based, although any currency fluctuations could affect
the performance of the Underlyings and, therefore, the Basket. Therefore, if the applicable currencies appreciate or depreciate relative
to the U.S. dollar over the term of the Securities, you will not receive any additional payment or incur any reduction in any payment
on the Securities. |
| t | Historical Performance of the Basket Should Not Be Taken as an Indication of the Future Performance
of the Basket During the Term of the Securities — The actual performance of the Basket over the term of the Securities may bear
little relation to the historical performance of the Basket. The future performance of the Basket may differ significantly from
its historical performance. It is impossible to predict whether the level of the Basket will rise or fall. We cannot give
you assurance that the performance of the Basket will not adversely affect any payment on the Securities. |
|
Hypothetical
Examples and Return Table |
Hypothetical terms only. Actual terms may vary.
See the cover page for actual offering terms.
The following table and hypothetical examples below illustrate the
payment at maturity per $10 principal amount Security for a hypothetical range of Basket Returns from -100.00% to +100.00% on an offering
of the Securities linked to a hypothetical Basket, reflect the Initial Basket Value of 100 and assume a hypothetical Upside Gearing of
1.20 and a hypothetical Maximum Gain of 12.00%. For historical data regarding the actual closing levels of the Underlyings, please see
the historical information set forth under “The Underlyings” in this pricing supplement. The actual Upside Gearing and Maximum
Gain are specified on the cover of this pricing supplement. The hypothetical payment at maturity examples set forth below are for illustrative
purposes only and may not be the actual returns applicable to a purchaser of the Securities. The actual payment at maturity may be more
or less than the amounts displayed below and will be determined based on the actual terms of the Securities, including the Initial Basket
Value, the Upside Gearing and the Maximum Gain, and the Final Basket Value on the Final Valuation Date. You should consider carefully
whether the Securities are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
| Final Basket Value |
Basket Return (%) |
Payment at Maturity ($) |
Return at Maturity per
$10 issue price (%) |
| 150.00 |
50.00% |
$11.20 |
12.00% |
| 140.00 |
40.00% |
$11.20 |
12.00% |
| 130.00 |
30.00% |
$11.20 |
12.00% |
| 120.00 |
20.00% |
$11.20 |
12.00% |
| 115.00 |
15.00% |
$11.20 |
12.00% |
| 110.00 |
10.00% |
$11.20 |
12.00% |
| 105.00 |
5.00% |
$10.60 |
6.00% |
| 102.00 |
2.00% |
$10.24 |
2.40% |
| 100.00 |
0.00% |
$10.00 |
0.00% |
| 95.00 |
-5.00% |
$9.50 |
-5.00% |
| 90.00 |
-10.00% |
$9.00 |
-10.00% |
| 80.00 |
-20.00% |
$8.00 |
-20.00% |
| 70.00 |
-30.00% |
$7.00 |
-30.00% |
| 60.00 |
-40.00% |
$6.00 |
-40.00% |
| 50.00 |
-50.00% |
$5.00 |
-50.00% |
| 40.00 |
-60.00% |
$4.00 |
-60.00% |
| 30.00 |
-70.00% |
$3.00 |
-70.00% |
| 20.00 |
-80.00% |
$2.00 |
-80.00% |
| 10.00 |
-90.00% |
$1.00 |
-90.00% |
| 0.00 |
-100.00% |
$0.00 |
-100.00% |
Example 1 — The level of the Basket increases by 5% from the
Initial Basket Value of 100 to the Final Basket Value of 105.
Because the Upside Gearing of 1.20 times the Basket Return of 5%
is less than the Maximum Gain of 12.00%, at maturity JPMorgan Financial will pay you your principal amount plus a return equal
to the Basket Return times the Upside Gearing, resulting in a payment at maturity of $10.60 per $10 principal amount Security,
calculated as follows:
$10.00 + ($10.00 × Basket Return ×
Upside Gearing)
$10.00 + ($10.00 × 5.00% × 1.20) =
$10.60
Example 2— The level of the Basket increases by 15% from the
Initial Basket Value of 100 to the Final Basket Value of 115.
Because the Upside Gearing of 1.20 times the Basket Return of 15%
is greater than the Maximum Gain of 12.00%, at maturity JPMorgan Financial will pay you your principal amount plus a return equal
to the Maximum Gain of 12.00%, resulting in a payment at maturity of $11.20 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Maximum Gain)
$10.00 + ($10.00 × 12.00%) = $11.20
Example 3— The level of the Basket increases by 40% from the
Initial Basket Value of 100 to the Final Basket Value of 140.
Because the Upside Gearing of 1.20 times the Basket Return of 40%
is significantly greater than the Maximum Gain of 12.00%, at maturity JPMorgan Financial will pay you your principal amount plus a
return equal to only the Maximum Gain of 12.00%, resulting in a payment at maturity of $11.20 per $10 principal amount Security, calculated
as follows:
$10.00 + ($10.00 × Maximum Gain)
$10.00 + ($10.00 × 12.00%) = $11.20
Example 4 — The level of the Basket decreases by 40% from
the Initial Basket Value of 100 to the Final Basket Value of 60.
Because the Basket Return is -40%, JPMorgan Financial will pay you
a payment at maturity of $6.00 per $10 principal amount Security, calculated as follows:
$10 + ($10 × Basket Return)
$10 + ($10 × -40.00%) = $6.00
If the Basket Return is negative, investors will be exposed to
the negative Basket Return at maturity, resulting in a loss of principal that is proportionate to the Basket’s decline from the
Initial Basket Value to the Final Basket Value. Investors could lose some or all of their 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.
|
Hypothetical
Examples of Calculations of the Closing Levels of the Basket |
The examples below illustrate the hypothetical closing levels of the
Basket on the Final Valuation Date under different hypothetical scenarios with the following assumptions:
| Underlyings |
Index Weight |
Initial Value |
| EURO STOXX 50® Index |
40.00% |
100.00* |
| Nikkei 225 Index |
25.00% |
100.00* |
| FTSE® 100 Index |
17.50% |
100.00* |
| Swiss Market Index |
10.00% |
100.00* |
| S&P/ASX 200 Index |
7.50% |
100.00* |
| *The actual Initial Value for each Underlying is specified on the cover of this pricing supplement. The hypothetical Initial Value for each Underlying of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Value for any Underlying. For historical data regarding the actual closing levels of each Underlying, please see the historical information set forth under “The EURO STOXX 50® Index,” “The Nikkei 225 Index,” “The FTSE® 100 Index,” “The Swiss Market Index” and “The S&P/ASX 200 Index” in this pricing supplement. |
Example 1 — On the Final Valuation Date, each Underlying
closes above its Initial Value.
| Underlyings |
Index Weight |
Initial Value |
Final Value |
Underlying Return |
| EURO STOXX 50® Index |
40.00% |
100.00 |
106.00 |
6.00% |
| Nikkei 225 Index |
25.00% |
100.00 |
105.50 |
5.50% |
| FTSE® 100 Index |
17.50% |
100.00 |
104.00 |
4.00% |
| Swiss Market Index |
10.00% |
100.00 |
103.00 |
3.00% |
| S&P/ASX 200 Index |
7.50% |
100.00 |
103.00 |
3.00% |
| Closing Level of the Basket: |
100 × [1 + (6.00% × 40.00%) + (5.50% × 25.00%) + (4.00% × 17.50%)
+ (3.00% × 10.00%) + (3.00% × 7.50%)] = 105 |
A closing level of the Basket of 105 represents a 5% increase
in the level of the Basket from the Initial Basket Value.
Example 2 — On the Final Valuation Date, each Underlying
closes below its Initial Value.
| Underlyings |
Index Weight |
Initial Value |
Final Value |
Underlying Return |
| EURO STOXX 50® Index |
40.00% |
100.00 |
88.00 |
-12.00% |
| Nikkei 225 Index |
25.00% |
100.00 |
80.00 |
-20.00% |
| FTSE® 100 Index |
17.50% |
100.00 |
83.00 |
-17.00% |
| Swiss Market Index |
10.00% |
100.00 |
85.25 |
-14.75% |
| S&P/ASX 200 Index |
7.50% |
100.00 |
90.00 |
-10.00% |
| Closing Level of the Basket: |
100 × [1 + (-12.00% × 40.00%) + (-20.00% × 25.00%) + (-17.00% × 17.50%) + (-14.75% × 10.00%) + (-10.00% × 7.50%)] = 85 |
A closing level of the Basket of 85 represents a 15% decline
in the level of the Basket from the Initial Basket Value.
Example 3 — On the Final Valuation Date, the most heavily weighted
Underlying closes below its Initial Value, offsetting the increase of the other Underlyings.
| Underlyings |
Index Weight |
Initial Value |
Final Value |
Underlying Return |
| EURO STOXX 50® Index |
40.00% |
100.00 |
40.00 |
-60.00% |
| Nikkei 225 Index |
25.00% |
100.00 |
105.00 |
5.00% |
| FTSE® 100 Index |
17.50% |
100.00 |
110.00 |
10.00% |
| Swiss Market Index |
10.00% |
100.00 |
130.00 |
30.00% |
| S&P/ASX 200 Index |
7.50% |
100.00 |
130.00 |
30.00% |
| Closing Level of the Basket: |
100 × [1 + (-60.00% × 40.00%) + (5.00% × 25.00%) + (10.00% × 17.50%)
+ (30.00% × 10.00%) + (30.00% × 7.50%)] = 84.25 |
A closing level of the Basket of 84.25 represents a 15.75% decline
in the level of the Basket from the Initial Basket Value.
Because the Basket is unequally weighted, increases in the levels of
the lower weighted Underlyings are offset by the decrease in the level of the most heavily weighted Underlying. In this example, even
though the Underlying Return of each of the Nikkei 225 Index, the FTSE® 100 Index, the Swiss Market Index and the S&P/ASX
200 Index are positive, the significant negative Underlying Return of the EURO STOXX 50® Index results in a Final Basket
Value that is less the Initial Basket Value.
Example 4 — On the Final Valuation Date, the most heavily weighted
Underlying closes above its Initial Value, but this increase is offset by the decline of the other Underlyings.
| Underlyings |
Index Weight |
Initial Value |
Final Value |
Underlying Return |
| EURO STOXX 50® Index |
40.00% |
100.00 |
150.00 |
50.00% |
| Nikkei 225 Index |
25.00% |
100.00 |
25.00 |
-75.00% |
| FTSE® 100 Index |
17.50% |
100.00 |
25.00 |
-75.00% |
| Swiss Market Index |
10.00% |
100.00 |
25.00 |
-75.00% |
| S&P/ASX 200 Index |
7.50% |
100.00 |
75.00 |
-25.00% |
| Closing Level of the Basket: |
100 × [1 + (50.00% × 40.00%) + (-75.00% × 25.00%) + (-75.00% × 17.50%)
+ (-75.00% × 10.00%) + (-25.00% × 7.50%)] = 78.75 |
A closing level of the Basket of 78.75 represents a 21.25% decline
in the level of the Basket from the Initial Basket Value.
Although the Basket is unequally weighted, significant decreases in the
levels of the lower weighted Underlyings more than offset the significant increase in the level of the most heavily weighted Underlying.
In this example, even though the Underlying Return of the EURO STOXX 50® Index was positive, the significant negative Underlying
Return of each of the Nikkei 225 Index, the FTSE® 100 Index, the Swiss Market Index and the S&P/ASX 200 Index together
results in a Final Basket Value that is less the Initial Basket Value.
The following graph shows the daily hypothetical performance
of the Basket from January 4, 2013 (the first day in 2013 on which the closing levels of all Underlyings were published) through May 26,
2023, assuming that the closing level of the Basket on January 4, 2013 was 100 and that the Underlyings on those dates were weighted as
specified in the “Final Terms” in this pricing supplement. The hypothetical historical daily Basket performance data in this
graph was determined using the closing levels of each Underlying reported by the Bloomberg Professional® service (“Bloomberg”)
for those dates, without independent verification. The hypothetical historical performance of the Basket displayed below is a reflection
of the aggregated historical performance of the Underlyings as described above.
Past performance of the Basket is not indicative of the
future performance of the Basket. See “Key Risks — Risks Relating to the Underlyings — Historical Performance
of the Basket Should Not Be Taken as an Indication of the Future Performance of the Basket During the Term of the Securities.”
Included on the following pages is a brief description of the
Underlyings. This information has been obtained from publicly available sources, without independent verification. We obtained the closing
levels information set forth below from the Bloomberg Professional® service (“Bloomberg”), without independent
verification. You should not take the historical performance of any Underlying as an indication of future performance.
The EURO STOXX 50® Index consists of 50 component
stocks of market sector leaders from within the Eurozone. The EURO STOXX 50® 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 Securities based on the EURO STOXX 50® 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 the information set forth under “Equity Index Descriptions
— The STOXX Benchmark Indices” in the accompanying underlying supplement.
Historical Information Regarding the EURO STOXX 50®
Index
The graph below illustrates the daily performance of the EURO
STOXX 50® Index from January 2, 2013 through May 26, 2023, based on information from Bloomberg, without independent verification.
The closing level of the EURO STOXX 50® Index on May 26, 2023 was 4,337.50. We obtained the closing levels of the EURO
STOXX 50® Index above and below from Bloomberg, without independent verification.
Past performance of the EURO STOXX 50®
Index is not indicative of the future performance of the EURO STOXX 50® Index.
The
Nikkei 225 Index is a stock index that measures the composite price performance of selected Japanese stocks. The Nikkei 225 Index is based
on 225 underlying stocks (the “Nikkei underlying stocks”) trading on the Tokyo Stock Exchange (“TSE”) Prime Market,
representing a broad cross-section of Japanese industries. All Nikkei underlying stocks are stocks listed on the TSE Prime Market. Stocks
listed on the TSE Prime Market are among the most actively traded stocks on the TSE. For additional information about the Nikkei 225 Index,
see “Equity Index Descriptions ― The Nikkei 225 Index”
in the accompanying underlying supplement.
Historical
Information Regarding the Nikkei 225 Index
The graph below illustrates the daily performance of the Nikkei
225 Index from January 4, 2013 through May 26, 2023, based on information from Bloomberg, without independent verification. The closing
level of the Nikkei 225 Index on May 26, 2023 was 30,916.31. We obtained the closing levels of the Nikkei 225 Index above and below from
Bloomberg, without independent verification.
Past performance of the Nikkei 225 Index is not indicative
of the future performance of the Nikkei 225 Index.
The FTSE® 100 Index measures the composite
price performance of stocks of the largest 100 companies (determined on the basis of market capitalization) traded on the London Stock
Exchange. For additional information about the FTSE® 100 Index, see “Equity Index Descriptions — The FTSE®
100 Index” in the accompanying underlying supplement.
Historical Information Regarding the FTSE®
100 Index
The graph below illustrates the daily performance of the FTSE®
100 Index from January 2, 2013 through May 26, 2023, based on information from Bloomberg, without independent verification. The closing
level of the FTSE® 100 Index on May 26, 2023 was 7,627.20. We obtained the closing levels of the FTSE® 100
Index above and below from Bloomberg, without independent verification.
Past performance of the FTSE® 100 Index
is not indicative of the future performance of the FTSE® 100 Index.
The Swiss Market Index (“SMI®”)
is a free-float adjusted market capitalization-weighted price return index of the Swiss equity market. The SMI® comprises
the 20 most highly capitalized and liquid stocks of the Swiss Performance Index®. For additional information about the
Swiss Market Index, see “Equity Index Descriptions — The Swiss Market Index” in the accompanying underlying supplement.
|
Supplemental
Plan of Distribution |
We and JPMorgan Chase & Co. have agreed to indemnify UBS and JPMS
against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to make relating
to these liabilities as described in the prospectus supplement and the prospectus. We have agreed that UBS may sell all or a part of the
Securities that it purchases from us to the public or its affiliates at the price to public indicated on the cover hereof.
Subject to regulatory constraints, JPMS intends to offer to purchase
the Securities in the secondary market, but it is not required to do so.
We or our affiliates 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” in this pricing supplement and “Use of Proceeds and Hedging” in the accompanying product supplement.
|
The
Estimated Value of the Securities |
The estimated value of the Securities 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 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 values 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 “Key
Risks — 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 pricing supplement. 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 is determined when the terms of the Securities are set based on market
conditions and other relevant factors and assumptions existing at that time. See “Key Risks — 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 pricing supplement.
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 UBS, 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. We or one or more of our affiliates will retain
any profits realized in hedging our obligations under the Securities. See “Key Risks — 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 pricing supplement.
|
Secondary
Market Prices of the Securities |
For information about factors that will impact any secondary market
prices of the Securities, see “Key Risks — 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 pricing supplement.
In addition, we generally expect that some of the costs included in the original issue price of the Securities will be partially paid
back to you in connection with any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined
period that is intended to be up to seven months. The length of any such initial period reflects secondary market volumes for the Securities,
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 “Key Risks — 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” in this pricing supplement.