Issuer:
JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:
JPMorgan
Chase & Co.
Reference Stocks:
As
specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement
Contingent Interest Payments:
If the
notes have not been automatically called and the closing price of one share of each Reference Stock on any Review Date is greater
than or equal to its Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount
note a Contingent Interest Payment equal to at least $10.4167 (equivalent to a Contingent Interest Rate of at least 12.50% per
annum, payable at a rate of at least 1.04167% per month) (to be provided in the pricing supplement).
If the closing price
of one share of any Reference Stock on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be
made with respect to that Review Date.
Contingent Interest Rate:
At
least 12.50% per annum, payable at a rate of at least 1.04167% per month (to be provided in the pricing supplement)
Pricing Date:
On
or about March 16, 2018
Original Issue Date (Settlement Date):
On or about March 22, 2018
Review Dates*:
April
16, 2018, May 16, 2018, June 18, 2018, July 16, 2018, August 16, 2018, September 17, 2018, October 16, 2018, November 16, 2018,
December 17, 2018, January 16, 2019, February 19, 2019, March 18, 2019, April 16, 2019, May 16, 2019, June 17, 2019, July 16, 2019,
August 16, 2019, September 16, 2019, October 16, 2019, November 18, 2019, December 16, 2019, January 16, 2020, February 18, 2020,
March 16, 2020, April 16, 2020, May 18, 2020, June 16, 2020, July 16, 2020, August 17, 2020, September 16, 2020, October 16, 2020,
November 16, 2020, December 16, 2020, January 19, 2021, February 16, 2021, March 16, 2021, April 16, 2021, May 17, 2021, June 16,
2021, July 16, 2021, August 16, 2021, September 16, 2021, October 18, 2021, November 16, 2021, December 16, 2021, January 18, 2022,
February 16, 2022 and March 16, 2022 (final Review Date)
Interest Payment Dates*:
April
19, 2018, May 21, 2018, June 21, 2018, July 19, 2018, August 21, 2018, September 20, 2018, October 19, 2018, November 21, 2018,
December 20, 2018, January 22, 2019, February 22, 2019, March 21, 2019, April 22, 2019, May 21, 2019, June 20, 2019, July 19, 2019,
August 21, 2019, September 19, 2019, October 21, 2019, November 21, 2019, December 19, 2019, January 22, 2020, February 21, 2020,
March 19, 2020, April 21, 2020, May 21, 2020, June 19, 2020, July 21, 2020, August 20, 2020, September 21, 2020, October 21, 2020,
November 19, 2020, December 21, 2020, January 22, 2021, February 19, 2021, March 19, 2021, April 21, 2021, May 20, 2021, June 21,
2021, July 21, 2021, August 19, 2021, September 21, 2021, October 21, 2021, November 19, 2021, December 21, 2021, January 21, 2022,
February 22, 2022 and the Maturity Date
Maturity Date*:
March
21, 2022
Call Settlement Date*:
If
the notes are automatically called on any Review Date (other than the first through fifth and final Review Dates), the first Interest
Payment Date immediately following that Review Date
* Subject to postponement in the event of a market disruption
event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to
Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying
product supplement
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Automatic Call:
If the closing price of
one share of each Reference Stock on any Review Date (other than the first through fifth and final Review Dates) is greater than
or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note,
equal to (a) $1,000
plus
(b) the Contingent Interest Payment applicable to that Review Date, payable on the applicable Call
Settlement Date. No further payments will be made on the notes.
Payment at Maturity:
If the
notes have not been automatically called and the Final Value of each Reference Stock is greater than or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment, if any, applicable to the final Review Date.
If the
notes have not been automatically called and the Final Value of any Reference Stock is less than its Trigger Value, your payment
at maturity per $1,000 principal amount note will be calculated as follows:
$1,000
+ ($1,000 × Least Performing Stock Return)
If the notes have not
been automatically called and the Final Value of any Reference Stock is less than its Trigger Value, you will lose more than 50.00%
of your principal amount at maturity and could lose all of your principal amount at maturity.
Least Performing Reference Stock:
The
Reference Stock with the Least Performing Stock Return
Least Performing Stock Return:
The
lowest of the Stock Returns of the Reference Stocks
Stock Return:
With
respect to each Reference Stock,
(Final
Value – Initial Value)
Initial Value
Interest Barrier:
With
respect to each Reference Stock, 60.00% of its Initial Value, as specified under "Key Terms Relating to the Reference Stocks"
in this pricing supplement"
Trigger Value:
With respect to
each Reference Stock, 50.00% of its Initial Value, as specified under "Key Terms Relating to the Reference Stocks" in
this pricing supplement"
Initial Value:
With
respect to each Reference Stock, the closing price of one share of that Reference Stock on the Pricing Date, as specified under
“Key Terms Relating to the Reference Stocks” in this pricing supplement
Final Value:
With
respect to each Reference Stock, the closing price of one share of that Reference Stock on the final Review Date
Stock Adjustment Factor:
With
respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that
Reference Stock and is set equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference Stock is subject to
adjustment upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference
Stocks — Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events”
in the accompanying product supplement for further information.
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