The information in this preliminary pricing supplement is
not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated July 17, 2024
PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-270004 and 333-270004-01
Dated July , 2024
JPMorgan Chase Financial Company LLC Trigger Autocallable Notes
Linked to the S&P MidCap 400® Index due on or about
July 23, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
Trigger Autocallable Notes, which we refer to as the “Notes,”
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., linked to the performance of a specific
underlying (the “Underlying”). If the Underlying closes at or above the Initial Value on any Observation Date (after an initial
one-year non-call period), JPMorgan Financial will automatically call the Notes and pay you a Call Price equal to the principal amount
per Note plus a Call Return. The Call Return increases the longer the Notes are outstanding. If by maturity the Notes have not
been automatically called and the closing level of the Underlying closes at or above the Downside Threshold on the Final Valuation Date,
JPMorgan Financial will repay the principal amount at maturity. If by maturity the Notes have not been automatically called and the Underlying
closes below the Downside Threshold on the Final Valuation Date, JPMorgan Financial will repay less than the principal amount, if anything,
at maturity, resulting in a loss that is proportionate to the decline in the Underlying from the Initial Value to the Final Value. Investing
in the Notes involves significant risks. The Notes do not pay interest. You may lose some or all of your principal amount. Generally,
a higher Call Return Rate is associated with a greater risk of loss. The contingent repayment of principal applies only if you hold the
Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial,
as issuer of the Notes, and the creditworthiness of JPMorgan Chase & Co., as guarantor of the Notes. 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 Notes and you could lose your entire investment.
| q | Call Return: JPMorgan Financial will automatically call the Notes for
a Call Price equal to the principal amount plus a Call Return if the closing level of the Underlying on any Observation Date (after
an initial one-year non-call period) is equal to or greater than the Initial Value. The Call Return increases the longer the Notes are
outstanding. If the Notes are not automatically called, investors will be exposed to any depreciation of the Underlying at maturity. |
| q | Downside Exposure with Contingent Repayment of Principal Amount at Maturity:
If by maturity the Notes have not been automatically called and the Underlying closes at or above the Downside Threshold on the Final
Valuation Date, JPMorgan Financial will repay the principal amount at maturity. If, by maturity the Notes have not been automatically
called and the Underlying closes below the Downside Threshold on the Final Valuation Date, JPMorgan Financial will repay less than the
principal amount, if anything, at maturity, resulting in a loss that is proportionate to the decline in the level of the Underlying from
the Initial Value to the Final Value. The contingent repayment of principal applies only if you hold the Notes to maturity. Any payment
on the Notes, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co. |
Trade Date1 |
July 19, 2024 |
Original Issue Date (Settlement Date)1 |
July 24, 2024 |
Observation Dates2 |
Quarterly, beginning July 25, 2025 (see page 4) |
Final Valuation Date2 |
July 20, 2026 |
Maturity Date2 |
July 23, 2026 |
| 1 | Expected. In the event that we make any change to the expected
Trade Date and Settlement Date, the Observation Dates, the Final Valuation Date and/or the Maturity Date will be changed so that the stated
term of the Notes remains the same. |
| 2 | 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 a Single
Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product supplement |
THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS.
JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE
MARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF
JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO. YOU SHOULD NOT PURCHASE THE NOTES
IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY
RISKS” BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING
PROSPECTUS SUPPLEMENT, IN ANNEX A TO THE ACCOMPANYING PROSPECTUS ADDENDUM AND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-12
OF THE ACCOMPANYING PRODUCT SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES,
COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE
NOTES. THE NOTES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
We are offering Trigger Autocallable Notes linked to the S&P MidCap 400®
Index. The Notes are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof. The Call Return
Rate, the Initial Value and the Downside Threshold will be finalized on the Trade Date and provided in the pricing supplement. The actual
Call Return Rate will not be less than the bottom of the range listed below, but you should be willing to invest in the Notes if the Call
Return Rate were set equal to the bottom of that range. The Call Return applicable to each Observation Date is provided in “Call
Returns/Call Prices” in this pricing supplement.
Underlying |
Call Return Rate |
Initial Value |
Downside Threshold |
CUSIP |
ISIN |
S&P MidCap 400® Index
(Bloomberg ticker: MID) |
8.00% to 8.70% per annum |
• |
75.00% of the Initial Value |
48131G477 |
US48131G4771 |
See “Additional Information about JPMorgan Financial, JPMorgan
Chase & Co. and the Notes” in this pricing supplement. The Notes will have the terms specified in the prospectus and
the prospectus supplement, each dated April 13, 2023, the prospectus addendum dated June 3, 2024, product supplement no. UBS-1-I dated
April 13, 2023, underlying supplement no. 1-I dated April 13, 2023 and this pricing supplement. The terms of the Notes as set forth
in this pricing supplement, to the extent they differ or conflict with those set forth in the accompanying product supplement, will supersede
the terms set forth in that product 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 prospectus, the accompanying prospectus supplement, the accompanying prospectus addendum, the accompanying
product supplement and the accompanying underlying supplement. Any representation to the contrary is a criminal offense.
|
Price to Public(1) |
Fees and Commissions(2) |
Proceeds to Issuer |
Offering of Notes |
Total |
Per Note |
Total |
Per Note |
Total |
Per Note |
Notes linked to the S&P MidCap 400® Index |
|
$10 |
|
$0.175 |
|
$9.825 |
(1) |
See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the Notes. |
(2) |
UBS Financial Services Inc., which we refer to as UBS, will receive selling commissions from us that will not exceed $0.175 per $10 principal amount Note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement, as supplemented by “Supplemental Plan of Distribution” in this pricing supplement. |
If the Notes priced today and assuming a Call Return Rate equal
to the middle of the range listed above, the estimated value of the Notes would be approximately $9.683 per $10 principal amount Note.
The estimated value of the Notes, when the terms of the Notes are set, will be provided in the pricing supplement and will not be less
than $9.30 per $10 principal amount Note. See “The Estimated Value of the Notes” in this pricing supplement for additional
information.
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.
UBS Financial Services Inc. |
|
Additional
Information about JPMorgan Financial, JPMorgan Chase & Co. and the Notes
You may revoke your offer to purchase the Notes at any time prior
to the time at which we accept such offer by notifying the agent. We reserve the right to change the terms of, or reject any offer to
purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be
asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject
your offer to purchase.
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, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement and
the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the
Notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other
educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors”
sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus
addendum, as the Notes 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):
| t | Prospectus addendum dated June 3, 2024: |
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
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 Notes |
For purposes of the accompanying product supplement, the S&P
MidCap 400® Index is an “Index.”
Any values of the Underlying, and any values derived therefrom,
included in this pricing supplement may be corrected, in the event of manifest error or inconsistency, by amendment of this pricing supplement
and the corresponding terms of the Notes. Notwithstanding anything to the contrary in the indenture governing the Notes, that amendment
will become effective without consent of the holders of the Notes or any other party.
Investor
Suitability
The Notes may be suitable for you if, among other considerations:
t You
fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
t You
can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside
market risk as an investment in the Underlying.
t You
believe the Underlying will close at or above the Initial Value on one of the specified Observation Dates.
t You
understand and accept that you will not participate in any appreciation in the level of the Underlying and that your potential return
is limited to the applicable Call Return.
t You
can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the
level of the Underlying.
t You
would be willing to invest in the Notes if the Call Return Rate were set equal to the bottom of the applicable range indicated on the
cover hereof (the actual Call Return Rate will be finalized on the Trade Date and provided in the pricing supplement and will not be less
than the bottom of the range listed on the cover).
t You
do not seek current income from this investment and are willing to forgo dividends paid on the stocks included in the Underlying.
t You
are able and willing to invest in Notes that may be automatically called early (after an initial one-year non-call period) and you are
otherwise able and willing to hold the Notes to maturity.
t You
accept that there may be little or no secondary market for the Notes 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 Notes.
t You
understand and accept the risks associated with the Underlying.
t You
are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Notes,
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 Notes may not be suitable for you if, among other considerations:
t You
do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
t You
cannot tolerate a loss of all or a substantial portion of your investment or are unwilling to make an investment that may have the same
downside market risk as an investment in the Underlying.
t You
require an investment designed to provide a full return of principal at maturity.
t You
believe that the level of the Underlying will decline during the term of the Notes and is likely to close below the Downside Threshold
on the Final Valuation Date, exposing you to the full negative Underlying Return at maturity.
t You
seek an investment that participates in the full appreciation in the level of the Underlying or that has unlimited return potential.
t You
cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in
the level of the Underlying.
t You
would not be willing to invest in the Notes if the Call Return Rate were set equal to the bottom of the applicable range indicated on
the cover hereof (the actual Call Return Rate will be finalized on the Trade Date and provided in the pricing supplement and will not
be less than the bottom of the range listed on the cover).
t You
prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and
credit ratings.
t You
seek current income from this investment or prefer to receive the dividends paid on the stocks included in the Underlying.
t You
are unable or unwilling to invest in Notes that may be automatically called early (after an initial one-year non-call period), or you
are otherwise unable or unwilling to hold the Notes to maturity, or you seek an investment for which there will be an active secondary
market.
t You
do not understand or accept the risks associated with the Underlying.
t You
are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Notes,
including any repayment of principal. |
The suitability considerations identified above are not exhaustive.
Whether or not the Notes 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 Notes in light of your particular circumstances. You should also review carefully the “Key Risks” section
of this pricing supplement, the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product
supplement and Annex A to the accompanying prospectus addendum for risks related to an investment in the Notes. For more information on
the Underlying, please see the section titled “The Underlying” below.
Issuer |
|
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor |
|
JPMorgan Chase & Co. |
Issue Price |
|
$10 per Note |
Underlying |
|
S&P MidCap 400® Index |
Principal Amount |
|
$10 per Note (subject to a minimum purchase of 100 Notes or $1,000) |
Term1 |
|
Approximately 2 years, unless automatically called earlier |
Call Feature |
|
The Notes will be automatically called if the closing level of the Underlying on any Observation Date (after an initial one-year non-call period) is equal to or greater than the Initial Value. If the Notes are automatically called, JPMorgan Financial will pay you on the applicable Call Settlement Date a cash payment per Note equal to the applicable Call Price for the applicable Observation Date. |
Observation Dates1,2 |
|
As specified under the “Observation Dates” column of the table under “Call Returns/Call Prices” below |
Call Settlement Dates2 |
|
As specified under the “Call Settlement Dates” column of the table under “Call Returns/Call Prices” below |
Call Return |
|
The Call Return increases the longer the Notes are outstanding and is based upon a rate of between 8.00% and 8.70% per annum. The actual Call Return Rate will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 8.00% per annum. See “Call Returns/Call Prices.” |
Call Price |
|
The Call Price equals the principal amount per Note plus the applicable Call Return. |
Payment at Maturity (per $10 Note) |
|
If the Notes are not automatically called and the Final Value is equal
to or greater than the Downside Threshold, we will pay you a cash payment at maturity equal to $10 per $10 principal amount Note.
If the Notes
are not automatically called and the Final Value is less than the Downside Threshold, we will pay you a cash payment at maturity that
is less than $10 per $10 principal amount Note, equal to:
$10 × (1 + Underlying Return)
In this scenario, you will be exposed to the decline of the Underlying
and you will lose some or all of your principal at maturity in an amount proportionate to the negative Underlying Return. |
Underlying Return |
|
Final Value – Initial Value
Initial Value |
Initial Value |
|
The closing level of the Underlying on the Trade Date |
Final Value |
|
The closing level of the Underlying on the Final Valuation Date |
Downside Threshold |
|
75.00% of the Initial Value |
1 |
See footnote 1 under “Key Dates” on the front cover. |
2 |
See footnote 2 under “Key Dates” on the front cover. |
Trade Date
|
|
The closing level of the Underlying (Initial Value) and the Downside Threshold are determined and the applicable Call Return Rate is finalized. |
|
|
|
|
|
Observation Dates (after an initial one-year non-call period) |
|
The Notes will be automatically called if the closing level of the
Underlying on any Observation Date (after an initial one-year non-call period) is equal to or greater than the Initial Value.
If the Notes are automatically called, JPMorgan Financial will pay
the applicable Call Price for the applicable Observation Date: equal to the principal amount plus an amount based on the Call Return
Rate. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity Date |
|
If the Notes are not automatically called and the Final Value is equal
to or greater than the Downside Threshold, we will pay you a cash payment at maturity equal to $10 per $10 principal amount Note.
If the Notes
are not automatically called and the Final Value is less than the Downside Threshold, we will pay you a cash payment at maturity that
is less than $10 per $10 principal amount Note, equal to:
$10 × (1 + Underlying Return)
In this scenario, you will be exposed to the decline of the Underlying
and you will lose some or all of your principal at maturity in an amount proportionate to the negative Underlying Return. |
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR
ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE NOTES, 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 NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
Call
Returns/Call Prices
Observation Dates† |
Call Settlement Dates† |
Call Return (numbers below assume a rate of 8.00%* per annum) |
Call Price (per $10) |
July 25, 2025 |
July 29, 2025 |
8.00% |
$10.80 |
October 20, 2025 |
October 22, 2025 |
10.00% |
$11.00 |
January 20, 2026 |
January 22, 2026 |
12.00% |
$11.20 |
April 20, 2026 |
April 22, 2026 |
14.00% |
$11.40 |
July 20, 2026
(Final Valuation Date) |
July 23, 2026
(Maturity Date) |
16.00% |
$11.60 |
† |
See footnote 2 under “Key Dates” on the cover. |
* |
The actual Call Return Rate will be finalized on the Trade Date and provided in the pricing supplement and will be between 8.00% and 8.70% per annum. |
What
Are the Tax Consequences of the Notes?
In determining our reporting responsibilities, we intend to treat the
Notes for U.S. federal income tax purposes as “open transactions” that are not debt instruments, as described in the section
entitled “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 no. UBS-1-I. Based on the advice of Davis Polk & Wardwell
LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable treatments that the
IRS or a court may adopt, in which case the timing and character of any income or loss on the Notes could be materially and adversely
affected.
No statutory, judicial or administrative authority directly addresses
the characterization of the Notes (or similar instruments) for U.S. federal income tax purposes, and no ruling is being requested from
the IRS with respect to their proper characterization and treatment. Assuming that “open transaction” treatment is respected,
the gain or loss on your Notes should generally be treated as long-term capital gain or loss if you hold your Notes for more than a year,
whether or not you are an initial purchaser of the Notes at the issue price. However, the IRS or a court may not respect the treatment
of the Notes as “open transactions,” in which case the timing and character of any income or loss on the Notes could be materially
and adversely affected. For instance, the Notes could be treated as contingent payment debt instruments, in which case the gain on your
Notes would be treated as ordinary income and you would be required to accrue original issue discount on your Notes in each taxable year
at the “comparable yield,” as determined by us, although we will not make any payment with respect to the Notes until maturity.
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 Notes, 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 Notes, 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, 2027 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, we expect that Section 871(m) will not apply to the
Notes 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. If necessary, further information regarding the potential
application of Section 871(m) will be provided in the pricing supplement for the Notes. You should consult your tax adviser
regarding the potential application of Section 871(m) to the Notes.
Key
Risks
An investment in the Notes involves significant risks. Investing in
the Notes is not equivalent to investing directly in the Underlying. These risks are explained in more detail in the “Risk Factors”
sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus
addendum. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.
Risks Relating to the Notes Generally
| t | Your Investment in the Notes May Result in a Loss — The Notes
differ from ordinary debt securities in that JPMorgan Financial will not necessarily repay the full principal amount of the Notes. If
the Notes are not automatically called and the closing level of the Underlying has declined below the Downside Threshold on the Final
Valuation Date, you will be fully exposed to any depreciation of the Underlying from the Initial Value to the Final Value. In this case,
JPMorgan Financial will repay less than the full principal amount at maturity, resulting in a loss of principal that is proportionate
to the negative Underlying Return. Under these circumstances, you will lose 1% of your principal for every 1% that the Final Value is
less than the Initial Value. Accordingly, you could lose up to your entire principal amount. As a result, your investment in the Notes
may not perform as well as an investment in a security that does not have the potential for full downside exposure to the Underlying at
maturity. |
| t | Credit Risks of JPMorgan Financial and JPMorgan Chase & Co.
— The Notes 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 Notes will rank pari passu with all of
our other unsecured and unsubordinated obligations, and the related guarantee by JPMorgan Chase & Co. will rank pari
passu with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated obligations. The Notes and related
guarantees are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, 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 Notes 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 Notes 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 and the collection of intercompany obligations. Aside from the initial capital contribution
from JPMorgan Chase & Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to
make payments under loans made by us to JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are
dependent upon payments from JPMorgan Chase & Co. to meet our obligations under the Notes. We are not a key operating subsidiary
of JPMorgan Chase & Co. and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have
sufficient resources to meet our obligations in respect of the Notes as they come due. If JPMorgan Chase & Co. does not
make payments to us and we are unable 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. For more information, see the accompanying prospectus addendum. |
| t | Contingent Repayment of Principal Applies Only If You Hold the Notes to
Maturity — If you are able to sell your Notes in the secondary market prior to maturity, you may have to sell them at a loss
relative to your initial investment even if the closing level of the Underlying is above the Downside Threshold. If by maturity the Notes
have not been automatically called, either JPMorgan Financial will repay you the full principal amount per Note, or, if the Underlying
closes below the Downside Threshold on the Final Valuation Date, JPMorgan Financial will repay less than the principal amount, if anything,
at maturity, resulting in a loss on your principal amount that is proportionate to the decline of the Underlying from the Initial Value
to the Final Value. This contingent repayment of principal applies only if you hold your Notes to maturity. |
| t | Limited Return on the Notes — If the Notes are automatically
called, your potential gain on the Notes will be limited to the applicable Call Return, regardless of any appreciation of the Underlying,
which may be significant. Because the Call Return increases the longer the Notes have been outstanding and your Notes can be automatically
called as early as the first Observation Date (after an initial one-year non-call period), the term of the Notes could be cut short and
the return on the Notes would be less than if the Notes were automatically called at a later date. In addition, because the closing level
of the Underlying at various times during the term of the Notes could be higher than on the Observation Dates and on the Final Valuation
Date, you may receive a lower payment if the Notes are automatically called or at maturity, as the case may be, than you would have if
you had hypothetically invested directly in the Underlying. Even though you will not participate in any potential appreciation of the
Underlying, you may be exposed to the Underlying’s downside market risk if the Notes are not automatically called. |
| t | The Probability That the Final Value Will Fall Below the Downside Threshold
on the Final Valuation Date Will Depend on the Volatility of the Underlying — “Volatility” refers to the frequency
and magnitude of changes in the level of the Underlying. Greater expected volatility with respect to the Underlying reflects a higher
expectation as of the Trade Date that the level of the Underlying could close below the Downside Threshold on the Final Valuation Date,
resulting in the loss of some or all of your investment. In addition, the Call Return Rate is a fixed amount and depends in part on this
expected volatility. A higher Call Return Rate is generally associated with greater expected volatility. However, the Underlying’s
volatility can change significantly over the term of the Notes. The level of the Underlying could fall sharply, which could result in
a significant loss of principal. |
| t | Reinvestment Risk — If your Notes are automatically called early,
the holding period over which you would have the opportunity to receive the Call Return Rate could be as short as approximately one year.
There is no guarantee that you would be |
able to reinvest the proceeds from an investment
in the Notes at a comparable rate of return for a similar level of risk in the event the Notes are automatically called prior to the Maturity
Date.
| t | No Periodic Interest Payments — You will not receive any periodic
interest payments on the Notes. |
| t | Investing in the Notes Is Not Equivalent to Investing in the Stocks Composing
the Underlying — Investing in the Notes is not equivalent to investing in the stocks included in the Underlying. As an investor
in the Notes, you will not have any ownership interest or rights in the stocks included in the Underlying, such as voting rights, dividend
payments or other distributions. |
| t | We Cannot Control Actions by the Sponsor of the Underlying and That Sponsor
Has No Obligation to Consider Your Interests — We and our affiliates are not affiliated with the sponsor of the 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 the Underlying. The sponsor of the Underlying is not involved in this Note offering in any way
and has no obligation to consider your interest as an owner of the Notes in taking any actions that might affect the market value of your
Notes. |
| t | Your Return on the Notes Will Not Reflect Dividends on the Equity Securities
Included in the Underlying — Your return on the Notes will not reflect the return you would realize if you actually owned the
equity securities included in the Underlying and received the dividends on those equity securities. This is because the calculation agent
will determine whether the Notes will be automatically called and will calculate the amount payable to you at maturity of the Notes by
reference to the closing level of the Underlying on the relevant Observation Date without taking into consideration the value of dividends
on the equity securities included in the Underlying. |
| t | No Assurances That the Investment View Implicit in the Notes Will Be Successful
— While the Notes are structured to provide potentially enhanced returns in a flat or bullish environment, we cannot assure you
of the economic environment during the term or at maturity of your Notes and you may lose some or all of your investment at maturity. |
| t | 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 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. |
| t | Tax Treatment — Significant aspects of the tax treatment of the
Notes are uncertain. You should consult your tax adviser about your tax situation. |
| t | The Final Terms and Valuation of the Notes Will Be Finalized on the Trade
Date and Provided in the Pricing Supplement — The final terms of the Notes will be based on relevant market conditions when
the terms of the Notes are set and will be finalized on the Trade Date and provided in the pricing supplement. In particular, each of
the estimated value of the Notes and the Call Return Rate will be finalized on the Trade Date and provided in the pricing supplement,
and each may be as low as the applicable minimum set forth on the cover of this pricing supplement. Accordingly, you should consider your
potential investment in the Notes based on the minimums for the estimated value of the Notes and the Call Return Rate. |
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 Notes, including acting as calculation agent and hedging our obligations under the Notes
and making the assumptions used to determine the pricing of the Notes and the estimated value of the Notes when the terms of the Notes
are set, which we refer to as the estimated value of 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, 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. |
| 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 Notes, 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 Underlying and could affect the level of the Underlying,
and therefore the market value of the Notes. |
| t | Potential JPMorgan Financial Impact on the Level of the Underlying
— Trading or transactions by JPMorgan Financial or its affiliates in the Underlying and/or over-the-counter options, futures or
other instruments with returns linked to the performance of the Underlying may adversely affect the level of the Underlying and, therefore,
the market value of the Notes. |
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
| t | The Estimated Value of the Notes Will Be Lower Than the Original Issue
Price (Price to Public) of the Notes — The estimated value of the Notes is only an estimate determined by reference to several
factors. The original issue price of the Notes will exceed the estimated value of the Notes because costs associated with selling, structuring
and hedging the Notes are included in the original issue price of the Notes. 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 Notes and the
estimated cost of hedging our obligations under the Notes. See “The Estimated Value of the Notes” in this pricing supplement. |
| t | The Estimated Value of the Notes Does Not Represent Future Values of the
Notes and May Differ from Others’ Estimates — The estimated value of the Notes is determined by reference to internal
pricing models of our affiliates when the terms of the Notes are set. This estimated value of the Notes 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 Notes that are greater than or less than the estimated value of the Notes. 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 Notes 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 Notes from
you in secondary market transactions. See “The Estimated Value of the Notes” in this pricing supplement.
| t | The Estimated Value of the Notes Is Derived by Reference to an Internal
Funding Rate — The internal funding rate used in the determination of the estimated value of the Notes 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 Notes as well as the
higher issuance, operational and ongoing liability management costs of the Notes 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 Notes. The use
of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the Notes and any secondary
market prices of the Notes. See “The Estimated Value of the Notes” in this pricing supplement. |
| t | The Value of the Notes as Published by JPMS (and Which May Be Reflected
on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period —
We generally expect that some of the costs included in the original issue price of the Notes will be partially paid back to you in connection
with any repurchases of your Notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can
include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary
market funding rates for structured debt issuances. See “Secondary Market Prices of the Notes” in this pricing supplement
for additional information relating to this initial period. Accordingly, the estimated value of your Notes during this initial period
may be lower than the value of the Notes as published by JPMS (and which may be shown on your customer account statements). |
| t | Secondary Market Prices of the Notes Will Likely Be Lower Than the Original
Issue Price of the Notes — Any secondary market prices of the Notes will likely be lower than the original issue price of the
Notes 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 Notes. As a result, the price, if any, at which JPMS will be willing
to buy Notes 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 Notes. |
The Notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. See “— Risks Relating to
the Notes Generally — Lack of Liquidity” above.
| t | Many Economic and Market Factors Will Impact the Value of the Notes —
As described under “The Estimated Value of the Notes” in this pricing supplement, the Notes 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 Notes
at issuance and their value in the secondary market. Accordingly,
the secondary market price of the Notes 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 level
of the Underlying, 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 level of the Underlying; |
| t | the
time to maturity of the Notes; |
| t | the
likelihood of an automatic call being triggered; |
| t | the
dividend rates on the equity securities included in the Underlying; |
| t | interest
and yield rates in the market generally; 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 Notes, which may also be reflected on customer account statements. This
price may be different (higher or lower) than the price of the Notes, if any, at which JPMS may be willing to purchase your Notes in the
secondary market.
Risks Relating to the Underlying
| t | An Investment in the Securities Is Subject to Risks Associated with Mid-Size
Capitalization Stocks — The equity securities held by the Underlying are issued by companies with mid-sized market capitalizations.
The stock prices of mid-size companies may be more volatile than stock prices of large capitalization companies. Mid-size capitalization
companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Mid-size
capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that
limits downward stock price pressure under adverse market conditions. |
Hypothetical
Examples
Hypothetical terms only. Actual terms may vary.
See the cover page for actual offering terms.
The examples below illustrate the hypothetical payment upon an automatic
call or at maturity under different hypothetical scenarios for a $10 Note on an offering of the Notes linked to a hypothetical Underlying
and assume an Initial Value of 100.00, a Downside Threshold of 90.00 (which is 90.00% of the hypothetical Initial Value) and a Call Return
Rate of 5.00% per annum. The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent
a likely actual Initial Value. The actual Initial Value and the resulting Downside Threshold will be based on the closing level of the
Underlying on the Trade Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of
the Underlying, please see the historical information set forth under “The Underlying” in this pricing supplement. The actual
Downside Threshold percentage is specified on the cover of this pricing supplement. The actual Call Return Rate will be finalized on the
Trade Date and provided in the pricing supplement. The hypothetical payments on the Notes set forth in the examples below are for illustrative
purposes only and may not be the actual returns applicable to a purchaser of the Notes. The actual payment on the Notes may be more or
less than the amounts displayed below and will be determined based on the actual terms of the Notes, including the Initial Value, the
Downside Threshold and the Call Return Rate to be finalized on the Trade Date and provided in the pricing supplement and the Final Value
on the Final Valuation Date. You should consider carefully whether the Notes are suitable to your investment goals. The numbers appearing
in the examples below have been rounded for ease of analysis.
Principal Amount: |
$10 |
Term: |
Approximately 2 years (unless earlier automatically called) |
Hypothetical Initial Value: |
100.00 |
Hypothetical Call Return Rate: |
5.00% per annum (or 1.25% quarterly) |
Observation Dates: |
Quarterly (after an initial one-year non-call period) |
Hypothetical Downside Threshold: |
90.00 (which is 90.00% of the hypothetical Initial Value) |
The examples below are purely hypothetical and are intended to illustrate
how the value of any payment on the Notes will depend on the closing level on the Observation Dates.
Example 1 — Notes Are Automatically Called on the First Observation
Date
Closing level at first Observation Date: |
110.00 (at or above Initial Value, Notes are automatically called) |
Call Price (per Note): |
$10.50 |
Because the Notes are automatically called on the first Observation
Date, we will pay you on the applicable Call Settlement Date a total Call Price of $10.50 per $10 principal amount (5.00% return on the
Notes). No further amounts will be owed on the Notes.
Example 2 — Notes Are Automatically Called on the Final Valuation
Date
Closing level at first Observation Date: |
90.00 (below Initial Value, Notes NOT automatically called) |
Closing level at second through fourth
Observation Dates: |
Various (all below Initial Value, Notes NOT automatically called) |
Closing level at Final Valuation Date: |
120.00 (at or above Initial Value, Notes are automatically called) |
|
|
Call Price (per Note): |
$11.00 |
Because the Notes are automatically called on the Final Valuation Date,
we will pay you on the applicable Call Settlement Date (which coincides with the Maturity Date in this example) a total Call Price of
$11.00 per $10 principal amount (10.00% return on the Notes).
Example 3 — Notes Are NOT Automatically Called and the Final
Value Is Above the Downside Threshold
Closing level at first Observation Date: |
90.00 (below Initial Value, Notes NOT automatically called) |
Closing level at second through fourth
Observation Dates: |
Various (all below Initial Value, Notes NOT automatically called) |
Closing level at Final Valuation Date: |
95.00 (below Initial Value, but at or above Downside Threshold, Notes NOT automatically called) |
|
|
Settlement Amount (per Note): |
$10.00 |
Because the Notes are not automatically called and the Final Value
is above or equal to the Downside Threshold, at maturity we will pay you a total of $10.00 per $10 principal amount (a 0% return on the
Notes).
Example 4 — Notes Are NOT Automatically Called and the Final
Value Is Below the Downside Threshold
Closing level at first Observation Date: |
90.00 (below Initial Value, Notes NOT automatically called) |
Closing level at second through fourth
Observation Dates: |
Various (all below Initial Value, Notes NOT automatically called) |
Closing level at Final Valuation Date: |
50.00 (below Initial Value and Downside Threshold, Notes NOT automatically called) |
|
|
Settlement Amount (per Note): |
$10.00 × (1 + Underlying Return)
$10.00 × (1 + -50%)
$5.00 |
Because the Notes are not automatically called, the Final Value is
below the Downside Threshold and the Underlying Return -50%, at maturity we will pay you a total of $5.00 per $10 principal amount (a
50% loss on the Notes).
The hypothetical returns and hypothetical payments on the Notes shown
above apply only if you hold the Notes for their entire term or until automatically called. 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.
The
Underlying
The S&P MidCap 400® Index consists of stocks of
400 companies selected to provide a performance benchmark for the mid-size market capitalization segment of the U.S. equity markets. For
additional information about the S&P MidCap 400® Index, see the information set forth under “Equity Index Descriptions
— The S&P U.S. Indices” in the accompanying underlying supplement.
Historical Information
The graph below illustrates the daily performance of the Underlying
from January 2, 2014 through July 15, 2024, based on information from the Bloomberg Professional®
service (“Bloomberg”), without independent verification. The closing level of the Underlying on July 15, 2024 was 3,039.16.
The actual Initial Value will be the closing level of the Underlying on the Trade Date. The dotted line represents a hypothetical Downside
Threshold of 2,279.37, equal to 75.00% of the closing level of the Underlying on July 15, 2024. The actual Downside Threshold will be
based on the Initial Value and will be finalized on the Trade Date and provided in the pricing supplement.
Past performance of the Underlying is not indicative of the future
performance of the Underlying.
The historical performance of the Underlying
should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Underlying on
the Trade Date or any Observation Date. There can be no assurance that the performance of the Underlying will result in the return of
any of your principal amount.
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 will agree that UBS may sell all or
a part of the Notes 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 Notes 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 Notes, 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 Notes
The estimated value of the Notes 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 Notes, valued using the internal funding rate described below, and (2) the derivative or derivatives
underlying the economic terms of the Notes. The estimated value of the Notes does not represent a minimum price at which JPMS would
be willing to buy your Notes in any secondary market (if any exists) at any time. The internal funding rate used in the
determination of the estimated value of the Notes 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 Notes as well as the higher issuance,
operational and ongoing liability management costs of the Notes 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 Notes. The
use of an internal funding rate and any potential changes
to that rate may have an adverse effect on the terms of the Notes and
any secondary market prices of the Notes. For additional information, see “Key Risks — Risks Relating to the Estimated Value
and Secondary Market Prices of the Notes — The Estimated Value of the Notes 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 Notes 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 Notes is
determined when the terms of the Notes 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 Notes — The Estimated
Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates” in this pricing supplement.
The estimated value of the Notes will be lower than the original issue
price of the Notes because costs associated with selling, structuring and hedging the Notes are included in the original issue price of
the Notes. 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 Notes and the estimated cost of hedging our obligations under the Notes.
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 Notes. See “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes”
in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any secondary market prices
of the Notes, see “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary
Market Prices of the Notes Will Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition, we generally
expect that some of the costs included in the original issue price of the Notes will be partially paid back to you in connection with
any repurchases of your Notes by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to
be up to five months. The length of any such initial period reflects secondary market volumes for the Notes, the structure of the Notes,
whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the Notes and
when these costs are incurred, as determined by our affiliates. See “Key Risks — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account
Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
The Notes are offered to meet investor demand for products that reflect
the risk-return profile and market exposure provided by the Notes. See “Hypothetical Examples” in this pricing supplement
for an illustration of the risk-return profile of the Notes and “The Underlying” in this pricing supplement for a description
of the market exposure provided by the Notes.
The original issue price of the Notes is equal to the estimated value
of the Notes plus the selling commissions paid to UBS, plus (minus) the projected profits (losses) that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the Notes, plus the estimated cost of hedging our obligations under the Notes.
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