|
Pricing supplement
To prospectus dated April 13,
2023,
prospectus supplement dated April 13, 2023 and
product supplement no. 1-I dated April 13, 2023
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Registration Statement Nos. 333-270004 and 333-270004-01
Dated June 7, 2023
Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC |
|
$15,000,000
Callable Fixed Rate Notes due June 9, 2026
|
Fully and Unconditionally Guaranteed by JPMorgan Chase &
Co.
General
|
· |
The notes are unsecured and unsubordinated obligations of
JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan
Financial, the payment on which is fully and unconditionally
guaranteed by JPMorgan Chase & Co. Any payment on the notes
is subject to the credit risk of JPMorgan Financial, as issuer of
the notes, and the credit risk of JPMorgan Chase & Co., as
guarantor of the notes. |
|
· |
These notes are designed for an investor who seeks a fixed
income investment at an interest rate of 5.625% per annum but who
is also willing to accept the risk that the notes will be called
prior to the Maturity Date. |
|
· |
At our option, we may redeem the notes, in whole but not in
part, on any of the Redemption Dates specified below. |
|
· |
The notes may be purchased in minimum denominations of $1,000
and in integral multiples of $1,000 thereafter. |
Key Terms
|
Issuer: |
JPMorgan Chase Financial Company LLC, an
indirect, wholly owned finance subsidiary of JPMorgan Chase &
Co. |
| Guarantor: |
JPMorgan Chase & Co. |
| Payment at Maturity: |
On the Maturity Date, we will pay you the principal
amount of your notes plus any accrued and unpaid interest,
provided that your notes are outstanding and have not
previously been called on any Redemption Date. |
| Call Feature: |
On the 9th calendar day of March, June,
September and December of each year, beginning on June 9, 2024 and
ending on March 9, 2026 (each, a “Redemption Date”), we may redeem
your notes, in whole but not in part, at a price equal to the
principal amount being redeemed plus any accrued and unpaid
interest, subject to the Business Day Convention and the Interest
Accrual Convention described below and in the accompanying product
supplement. If we intend to redeem your notes, we will
deliver notice to The Depository Trust Company on any business day
after the Original Issue Date that is at least 5 business days
before the applicable Redemption Date. |
| Interest: |
Subject
to the Interest Accrual Convention, with respect to each Interest
Period, for each $1,000 principal amount note, we will pay you
interest in arrears on each Interest Payment Date in accordance
with the following formula:
$1,000 × Interest Rate × Day Count Fraction.
|
| Interest
Period: |
The period
beginning on and including the Original Issue Date of the notes and
ending on but excluding the first Interest Payment Date, and each
successive period beginning on and including an Interest Payment
Date and ending on but excluding the next succeeding Interest
Payment Date or, if the notes are redeemed prior to that succeeding
Interest Payment Date, ending on but excluding the applicable
Redemption Date, subject to the Interest Accrual Convention
described below and in the accompanying product
supplement |
| Interest
Payment Dates: |
Interest on
the notes will be payable in arrears on the 9th calendar
day of June and December of each year, beginning on December 9,
2023 to and including the Maturity Date (each, an “Interest Payment
Date”), subject to any earlier redemption and the Business Day
Convention and Interest Accrual Convention described below and in
the accompanying product supplement. |
| Interest
Rate: |
5.625% per
annum |
| Pricing
Date: |
June 7,
2023 |
| Original
Issue Date: |
June 9, 2023,
subject to the Business Day Convention (Settlement Date) |
| Maturity
Date: |
June 9, 2026,
subject to the Business Day Convention |
| Business Day
Convention: |
Following |
| Interest
Accrual Convention: |
Unadjusted |
| Day Count
Convention: |
30/360 |
| CUSIP: |
48133UAH5 |
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus
supplement, “Risk Factors” beginning on page PS-11 of the
accompanying product supplement and “Selected Risk Considerations”
beginning on page PS-3 of this pricing supplement.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state
securities commission has approved or disapproved of the notes or
passed upon the accuracy or the adequacy of this pricing supplement
or the accompanying product supplement, prospectus supplement and
prospectus. Any representation to the contrary is a criminal
offense.
|
|
Price to Public(1) |
Fees and Commissions(2) |
Proceeds to Issuer |
|
Per note |
$1,000 |
$0.75 |
$999.25 |
|
Total |
$15,000,000 |
$11,250 |
$14,988,750 |
(1) The price to the public includes the estimated cost of hedging
our obligations under the notes through one or more of our
affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting
as agent for JPMorgan Financial, will pay all of the selling
commissions of $0.75 per $1,000 principal amount note it receives
from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product
supplement.
The notes are not bank deposits, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and
are not obligations of, or guaranteed by, a bank.
Additional Terms Specific to the Notes
You
should read this pricing supplement together with the accompanying
prospectus, as supplemented by the accompanying prospectus
supplement, relating to our Series A medium-term notes of which
these notes are a part, and the more detailed information contained
in the accompanying product supplement. This pricing supplement,
together with the documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral
statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, fact
sheets, brochures or other educational materials of ours. You
should carefully consider, among other things, the matters set
forth in the “Risk Factors” sections of the accompanying prospectus
supplement and the accompanying product supplement, as the notes
involve risks not associated with conventional debt securities. We
urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
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):
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· |
Product supplement no. 1-I dated April 13, 2023: |
http://www.sec.gov/Archives/edgar/data/1665650/000121390023029554/ea152829_424b2.pdf
|
· |
Prospectus supplement and prospectus, each dated April 13,
2023: |
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.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 pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.
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Callable Fixed Rate Notes |
PS-2
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Selected Purchase Considerations
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· |
PRESERVATION OF CAPITAL AT MATURITY OR UPON REDEMPTION —
We will pay you at least the principal amount of your notes if you
hold the notes to maturity or to the Redemption Date, if any, on
which we elect to call the notes. Because the notes are our
unsecured and unsubordinated obligations, the payment of which is
fully and unconditionally guaranteed by JPMorgan Chase & Co.,
payment of any amount on the notes is subject to our ability to pay
our obligations as they become due and JPMorgan Chase & Co.’s
ability to pay its obligations as they become due. |
|
· |
PERIODIC INTEREST PAYMENTS — The notes offer periodic
interest payments on each Interest Payment Date at the Interest
Rate, subject to any earlier redemption, and, if the notes are
redeemed on a Redemption Date that is not an Interest Payment Date,
on the applicable Redemption Date at the applicable Interest Rate.
Interest, if any, will be paid in arrears on each Interest Payment
Date occurring before any Redemption Date on which the notes are
redeemed and, if so redeemed, on that Redemption Date to the
holders of record at the close of business on the business day
immediately preceding the applicable Interest Payment Date. The
interest payments will be based on the Interest Rate listed on the
cover of this pricing supplement. The yield on the notes may be
less than the overall return you would receive from a conventional
debt security that you could purchase today with the same maturity
as the notes. |
|
· |
POTENTIAL PERIODIC REDEMPTION BY US AT OUR OPTION — At
our option, we may redeem the notes, in whole but not in part, on
any of the Redemption Dates set forth on the cover of this pricing
supplement, at a price equal to the principal amount being redeemed
plus any accrued and unpaid interest, subject to the
Business Day Convention and the Interest Accrual Convention
described on the cover of this pricing supplement and in the
accompanying product supplement. Any accrued and unpaid interest on
the notes redeemed will be paid to the person who is the holder of
record of these notes at the close of business on the business day
immediately preceding the applicable Redemption Date. Even in cases
where the notes are called before maturity, noteholders are not
entitled to any fees or commissions described on the front cover of
this pricing supplement. |
Selected Risk Considerations
An
investment in the notes involves significant risks. These risks are
explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and the accompanying product
supplement.
Risks Relating to the Notes Generally
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· |
WE MAY CALL YOUR NOTES PRIOR TO THEIR SCHEDULED MATURITY
DATE — We may choose to call the notes early or choose not to
call the notes early on any Redemption Date in our sole discretion.
If the notes are called early, you will receive the principal
amount of your notes plus any accrued and unpaid interest
to, but excluding, the applicable Redemption Date. The aggregate
amount that you will receive through and including the applicable
Redemption Date will be less than the aggregate amount that you
would have received had the notes not been called early. If we call
the notes early, your overall return may be less than the yield
that the notes would have earned if you held your notes to maturity
and you may not be able to reinvest your funds at the same rate as
the original notes. We may choose to call the notes early, for
example, if U.S. interest rates decrease or do not rise
significantly or if volatility of U.S. interest rates decreases
significantly. |
|
· |
CREDIT RISKS OF
JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. — The notes are
subject to our and JPMorgan Chase & Co.’s credit risks, and our
and JPMorgan Chase & Co.’s credit ratings and credit spreads
may adversely affect the market value of the notes. Investors are
dependent on our and JPMorgan Chase & Co.’s ability to pay all
amounts due on the notes. Any actual or potential change in our or
JPMorgan Chase & Co.’s creditworthiness or credit spreads, as
determined by the market for taking that credit risk, is likely to
adversely affect the value of the notes. If we and JPMorgan Chase
& Co. were to default on our payment obligations, you may not
receive any amounts owed to you under the notes and you could lose
your entire investment. |
|
· |
AS A FINANCE
SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND
HAS LIMITED ASSETS — As a finance subsidiary of JPMorgan Chase
& Co., we have no independent operations beyond the issuance
and administration of our securities. Aside from the initial
capital contribution from JPMorgan Chase & Co., substantially
all of our assets relate to obligations of our affiliates to make
payments under loans made by us or other intercompany agreements.
As a result, we are dependent upon payments from our affiliates to
meet our obligations under the notes. If these affiliates do not
make payments to us and we fail to make payments on the notes, you
may have to seek payment under the related guarantee by JPMorgan
Chase & Co., and that guarantee will rank pari passu
with all other unsecured and unsubordinated obligations of JPMorgan
Chase & Co. |
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· |
REINVESTMENT RISK — If we redeem the notes, the term of
the notes may be reduced and you will not receive interest payments
after the applicable Redemption Date. There is no guarantee that
you would be able to reinvest the proceeds from an investment in
the notes at a comparable return and/or with a comparable interest
rate for a similar level of risk in the event the notes are
redeemed prior to the Maturity Date. |
|
· |
LACK OF LIQUIDITY — The notes will not be listed on any
securities exchange. JPMS intends to offer to purchase the notes 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 notes easily. Because other dealers
are |
|
Callable Fixed Rate Notes |
PS-3
|
not likely to make a secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on
the price, if any, at which JPMS is willing to buy the notes.
Risks Relating to Conflicts of Interest
|
· |
POTENTIAL
CONFLICTS — We and our affiliates play a variety of roles in
connection with the issuance of the notes, including acting as
calculation agent and as an agent of the offering of the notes and
hedging our obligations under the notes. 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 notes. In addition, our and JPMorgan Chase &
Co.’s business activities, including hedging and trading activities
for our and JPMorgan Chase & Co.’s own accounts or on behalf of
customers, could cause our and JPMorgan Chase & Co.’s economic
interests to be adverse to yours and could adversely affect any
payment on the notes and the value of the notes. It is possible
that hedging or trading activities of ours or our affiliates in
connection with the notes could result in substantial returns for
us or our affiliates while the value of the notes declines. Please
refer to “Risk Factors — Risks Relating to Conflicts of Interest”
in the accompanying product supplement for additional information
about these risks. |
Risks Relating to
Secondary Market Prices of the Notes
|
· |
CERTAIN BUILT-IN COSTS
ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO
MATURITY — While the payment at maturity described in this
pricing supplement is based on the full principal amount of your
notes, the original issue price of the notes includes the agent’s
commission and the estimated cost of hedging our obligations under
the notes through one or more of our affiliates. As a result, the
price, if any, at which JPMS will be willing to purchase notes from
you in secondary market transactions, if at all, will likely be
lower than the original issue price, and any sale prior to the
Maturity Date could result in a substantial loss to you. This
secondary market price will also be affected by a number of factors
aside from the agent’s commission and hedging costs, including
those referred to under “— Many Economic and Market Factors Will
Impact the Value of the Notes” below. |
The notes are not designed to
be short-term trading instruments. Accordingly, you should be able
and willing to hold your notes to maturity.
|
· |
MANY ECONOMIC AND
MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — The notes
will be affected by a number of economic and market factors that
may either offset or magnify each other, including but not limited
to: |
|
· |
any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or
credit spreads; |
|
· |
the time to maturity of
the notes; |
|
· |
interest and yield rates
in the market generally, as well as the volatility of those rates;
and |
|
· |
the likelihood, or
expectation, that the notes will be redeemed by us, based on
prevailing market interest rates or otherwise. |
|
Callable Fixed Rate Notes |
PS-4
|
Hypothetical Examples of
Calculation of the Interest Payment on the Notes for an Interest
Period
The following examples
illustrate how the hypothetical Interest Payment for an Interest
Period is calculated if we choose to call the notes early or choose
not to call the notes early on any Redemption Date in our sole
discretion, assuming that, except as specified below, the Day Count
Fraction for the applicable Interest Period is equal to 180 / 360.
The actual Day Count Fraction for an Interest Period will be
calculated in the manner set forth in the accompanying product
supplement. The hypothetical Interest Payments in the following
examples are for illustrative purposes only and may not correspond
to the actual Interest Payments for any Interest Period applicable
to a purchaser of the notes. The numbers appearing in the following
examples have been rounded for ease of analysis.
Example 1: If we choose to
call the notes early on a Redemption Date and the Redemption Date
is September 9, 2024, we will pay you $1,000 for each $1,000
principal amount note plus any accrued and unpaid interest
at the Interest Rate of 5.625% per annum. Because the Redemption
Date occurs prior to the end of the Interest Period, that Interest
Period will now end on but exclude the Redemption Date. Therefore,
assuming the Day Count Fraction for this shortened Interest Period
is 90 / 360, the interest payment per $1,000 principal amount note
on the Redemption Date will be calculated as follows:
$1,000 × 5.625% × (90 / 360)
= $14.0625
We will pay you a principal
payment of $1,000 for each $1,000 principal amount note on the
Redemption Date. Therefore, you will receive $1,014.0625 for each
$1,000 principal amount note ($1,000 of principal plus
$14.0625 of interest) on the Redemption Date, but you will not
receive any further interest or principal payments from
us.
Example 2: If we choose
not to call the notes early on any prior Redemption Date and
on the Redemption Date corresponding to the Interest Payment Date
and the Interest Payment Date is December 9, 2024, we will pay
you any accrued and unpaid interest on the applicable Interest
Payment Date at the Interest Rate of 5.625% per annum. Therefore,
the interest payment per $1,000 principal amount note will be
calculated as follows:
$1,000 × 5.625% × (180 / 360)
= $28.125
We will pay you an interest
payment of $28.125 for each $1,000 principal amount note on that
Interest Payment Date. Because the notes have not been called, you
will be entitled to receive additional interest payments until the
Maturity Date or, if the notes are redeemed earlier, the applicable
Redemption Date. You will also receive a payment of principal on
the Maturity Date or, if the notes are redeemed early, the
applicable Redemption Date.
Example 3: If we choose
not to call the notes prior to the Maturity Date and today
is the Maturity Date, we will pay you $1,000 for each $1,000
principal amount note plus any accrued and unpaid interest
on the Maturity Date at the Interest Rate of 5.625% per annum.
Therefore, the interest payment per $1,000 principal amount note on
the Maturity Date will be calculated as follows:
$1,000 × 5.625% × (180 / 360)
= $28.125
We will pay you a principal
payment of $1,000 for each $1,000 principal amount note on the
Maturity Date. Therefore, you will receive $1,028.125 for each
$1,000 principal amount note ($1,000 of principal plus
$28.125 of interest) on the Maturity Date, and you will not receive
any further interest or principal payments from us.
The hypothetical payments on
these notes shown above apply only if you hold the notes for
their entire term or until earlier redemption. 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 payments shown above would
likely be lower.
|
Callable Fixed Rate Notes |
PS-5
|
Tax Treatment
You
should review carefully the section in the accompanying product
supplement no. 1-I entitled “Material U.S. Federal Income Tax
Consequences,” focusing particularly on the section entitled “— Tax
Consequences to U.S. Holders — Notes Treated as Debt Instruments
and That Have a Term of More than One Year — Notes Treated as Debt
Instruments But Not Contingent Payment Debt Instruments — Notes
Treated as Debt Instruments That Provide for Fixed Interest
Payments at a Single Rate and That Are Not Issued at a Discount.”
The following, when read in combination with those sections,
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 notes. Our special tax
counsel is of the opinion that the notes will be treated as
fixed-rate debt instruments as defined and described therein.
Validity of the Notes and
the Guarantee
In the opinion of Davis Polk
& Wardwell LLP, as special products counsel to JPMorgan
Financial and JPMorgan Chase & Co., when the notes offered by
this pricing supplement have been issued by JPMorgan Financial
pursuant to the indenture, the trustee and/or paying agent has
made, in accordance with the instructions from JPMorgan Financial,
the appropriate entries or notations in its records relating to the
master global note that represents such notes (the “master note”),
and such notes have been delivered against payment as contemplated
herein, such notes will be valid and binding obligations of
JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co.,
enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles of
general applicability (including, without limitation, concepts of
good faith, fair dealing and the lack of bad faith),
provided that such counsel expresses no opinion as to (i)
the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above or
(ii) any provision of the indenture that purports to avoid the
effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law by limiting the amount of JPMorgan
Chase & Co.’s obligation under the related guarantee. This
opinion is given as of the date hereof and is limited to the laws
of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In
addition, this opinion is subject to customary assumptions about
the trustee’s authorization, execution and delivery of the
indenture and its authentication of the master note and the
validity, binding nature and enforceability of the indenture with
respect to the trustee, all as stated in the letter of such counsel
dated February 24, 2023, which was filed as an exhibit to the
Registration Statement on Form S-3 by JPMorgan Financial and
JPMorgan Chase & Co. on February 24, 2023.
|
Callable Fixed Rate Notes |
PS-6 |
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