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 April 16,
2021†
JPMorgan Chase Financial Company LLC
|
April 2021
|
Amendment No. 1 dated April 16†
to Preliminary Pricing Supplement
Registration Statement Nos. 333-236659 and
333-236659-01
Dated April , 2021
Filed pursuant to Rule 424(b)(2)
Structured
Investments
Opportunities in U.S. Equities
Dual Directional Trigger PLUS Based on the Value of the
S&P 500® Index due May 3, 2024
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Fully and Unconditionally Guaranteed by JPMorgan Chase
& Co.
The Dual Directional Trigger PLUS, or “Trigger PLUS,” will pay
no interest and do not guarantee any return of your principal at maturity. At maturity, if the underlying index has appreciated
in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index,
subject to a maximum upside payment at maturity. If the underlying index has depreciated in value but by no more than 20%, investors
will receive at maturity the stated principal amount of the Trigger PLUS plus an unleveraged positive return equal to the absolute value
of the percentage decline, which will effectively be limited to a positive 20% return. However, if the underlying index has depreciated
by more than 20% in value, at maturity investors will lose the benefit of the absolute return feature and will lose 1% of the stated principal
amount for every 1% of decline in the value of the underlying index over the term of the Trigger PLUS. The Trigger PLUS are for investors
who are willing to risk their principal and forgo current income and appreciation above the maximum upside payment at maturity in exchange
for the leverage and absolute return features that in each case apply to a limited range of the performance of the underlying index. The
Trigger PLUS are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co., issued as part of JPMorgan Financial’s
Medium-Term Notes, Series A, program. Any payment on the Trigger PLUS is subject to the credit risk of JPMorgan Financial, as issuer
of the Trigger PLUS, and the credit risk of JPMorgan Chase & Co., as guarantor of the Trigger PLUS. The investor may lose some or
all of the stated principal amount of the Trigger PLUS.
SUMMARY
TERMS
|
Issuer:
|
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
|
Guarantor:
|
JPMorgan Chase & Co.
|
Underlying index:
|
S&P 500® Index (Bloomberg ticker: SPX Index)
|
Aggregate principal amount:
|
$
|
Payment at maturity:
|
If the final index value is greater than the initial index value, for each $10 stated principal amount Trigger PLUS:
|
|
$10 + leveraged upside payment
|
|
In no event will the payment at maturity exceed the maximum upside payment at maturity.
|
|
If the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, for each $10 stated principal amount Trigger PLUS:
|
|
$10 + ($10 × absolute index return)
|
|
In this scenario, you will receive a 1% positive return on the Trigger PLUS for each 1% negative return on the underlying index. In no event will this amount exceed the stated principal amount plus $2.00. Accordingly, the maximum downside payment at maturity is $12.00 per Trigger PLUS.
|
|
If the final index value is less than the trigger level, for each $10 stated principal amount Trigger PLUS:
|
|
$10 × index performance factor
|
|
This amount will be less than the stated principal amount of $10 per Trigger PLUS and will represent a loss of more than 20%, and possibly all, of your investment.
|
Leveraged upside payment:
|
$10 × leverage factor × index percent change
|
Index percent change:
|
(final index value – initial index value) / initial index value
|
Absolute index return:
|
The absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return.
|
Initial index value:
|
The closing level of the underlying index on the pricing date
|
Final index value:
|
The closing level of the underlying index on the valuation date
|
Trigger level:
|
80% of the initial index value
|
Leverage factor:
|
200%
|
Index performance factor:
|
final index value / initial index value
|
Maximum upside payment at maturity:
|
At least $11.80 (at least 18.00% of the stated principal amount) per Trigger PLUS. The actual maximum upside payment at maturity will be provided in the pricing supplement and will not be less than $11.80 per Trigger PLUS.
|
Stated principal amount:
|
$10 per Trigger PLUS
|
Issue price:
|
$10 per Trigger PLUS (see “Commissions and issue price” below)
|
Pricing date:
|
April , 2021 (expected to price on or about April 30, 2021)
|
Original issue date (settlement date):
|
May , 2021 (3 business days after the pricing date)
|
Valuation date:
|
April 30, 2024, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” in the accompanying product supplement
|
Maturity date:
|
May 3, 2024, subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
|
CUSIP / ISIN:
|
48132V382 / US48132V3823
|
Listing:
|
The Trigger PLUS will not be listed on any securities exchange.
|
Agent:
|
J.P. Morgan Securities LLC (“JPMS”)
|
Commissions and issue price:
|
Price to public(1)
|
Fees and commissions
|
Proceeds to issuer
|
Per Trigger
PLUS
|
$10.00
|
$0.25(2)
|
$9.70
|
|
|
$0.05(3)
|
|
Total
|
$
|
$
|
$
|
|
(1)
|
See “Additional Information about the Trigger PLUS — Supplemental use of proceeds and hedging” in this document
for information about the components of the price to public of the Trigger PLUS.
|
|
(2)
|
JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Smith
Barney LLC (“Morgan Stanley Wealth Management”). In no event will these selling commissions exceed $0.25 per $10 stated principal
amount Trigger PLUS. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
|
|
(3)
|
Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each $10 stated
principal amount Trigger PLUS
|
If the Trigger PLUS priced today and assuming a maximum upside payment
at maturity equal to the minimum listed above, the estimated value of the Trigger PLUS would be approximately $9.631 per $10 stated principal
amount Trigger PLUS. The estimated value of the Trigger PLUS on the pricing date will be provided in the pricing supplement and will not
be less than $9.30 per $10 stated principal amount Trigger PLUS. See “Additional Information about the Trigger PLUS —
The estimated value of the Trigger PLUS” in this document for additional information.
Investing in the Trigger PLUS involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-12 of
the accompanying product supplement, “Risk Factors” beginning on page US-3 of the accompanying underlying supplement and “Risk
Factors” beginning on page 5 of this document.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the Trigger PLUS or passed upon the accuracy or the adequacy of this
document or the accompanying product supplement, underlying supplement, prospectus supplement and prospectus. Any representation to the
contrary is a criminal offense.
The Trigger PLUS are not bank deposits, are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
You should read this document together with the
related product supplement, underlying supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks
below. Please also see “Additional Information about the Trigger PLUS” at the end of this document.
Product supplement no. MS-1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021469/crt_dp139325-424b2.pdf
Underlying supplement no. 1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
Prospectus supplement and prospectus, each dated April
8, 2020: http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
†This amendment no. 1 amends and restates and supersedes
the preliminary pricing supplement related hereto dated April 15, 2021 to product supplement no. MS-1-II in its entirety (the original
preliminary pricing supplement dated April 15, 2021 is available on the SEC website at: http://www.sec.gov/Archives/edgar/data/0001665650/000182912621002543/jpm_424b2.htm).
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
Investment Summary
Dual Directional Trigger Performance Leveraged
Upside Securities
Principal at Risk Securities
The Dual Directional Trigger PLUS Based on the Value of the S&P
500® Index due May 3, 2024 (the “Trigger PLUS”) can be used:
|
§
|
As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance of
the underlying index.
|
|
§
|
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario.
|
|
§
|
To potentially achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum upside
payment at maturity, while using fewer dollars by taking advantage of the leverage factor.
|
|
§
|
To provide an unleveraged positive return in the event of a decline of the underlying index but only if the final index value is greater
than or equal to the trigger level.
|
Maturity:
|
Approximately 3 years
|
Leverage factor:
|
200% (applicable only if the final index value is greater than the initial index value)
|
Trigger level:
|
80% of the initial index value
|
Maximum upside payment at maturity:
|
At least $11.80 (at least 18.00% of the stated principal amount) per Trigger PLUS. The actual maximum upside payment at maturity will be provided in the pricing supplement.
|
Minimum payment at maturity:
|
None. Investors may lose their entire initial investment in the Trigger PLUS.
|
Supplemental Terms of the Trigger PLUS
For purposes of the accompanying product supplement, the underlying
index is an “Index.”
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
Key Investment Rationale
Trigger PLUS offer leveraged upside exposure to an underlying asset
and the opportunity, through the absolute return feature, to earn a positive return at maturity for a limited range of negative performance
of the underlying asset. At maturity, if the underlying asset has appreciated, investors will receive the stated principal amount
of their investment plus leveraged upside performance of the underlying asset, subject to the maximum upside payment at maturity. At maturity,
if the underlying asset has depreciated in value but by no more than 20%, investors will receive the stated principal amount of
their investment plus an unleveraged positive return equal to the absolute value of the percentage decline in the underlying asset, which
will effectively be limited to a positive 20% return. However, at maturity, if the underlying asset has depreciated in value by
more than 20%, investors will lose the benefit of the absolute return feature and will lose 1% of the stated principal amount for every
1% of decline, without any buffer. Investors may lose some or all of the stated principal amount of the Trigger PLUS.
Leveraged
Upside Performance
|
The Trigger PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the underlying index.
|
Absolute
Return Feature
|
The Trigger PLUS offer investors an opportunity to earn an unleveraged positive return if the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level.
|
Upside
Scenario if the Underlying Index Appreciates
|
The final index value is greater than the initial index value and, at maturity, the Trigger PLUS pay the stated principal amount of $10 plus a return equal to 200% of the index percent change, subject to the maximum upside payment at maturity of at least $11.80 (at least 18.00% of the stated principal amount) per Trigger PLUS. The actual maximum upside payment at maturity will be provided in the pricing supplement.
|
Absolute
Return Scenario
|
The final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, which is 80% of the initial index value. In this case, the Trigger PLUS pay a 1% positive return for each 1% negative return of the underlying index. For example, if the final index value is 5% less than the initial index value, the Trigger PLUS will provide a total positive return of 5% at maturity. The maximum return you may receive in this scenario is a positive 20% return at maturity.
|
Downside
Scenario
|
The final index value is less than the trigger level. In this case, the Trigger PLUS pay an amount that is over 20% less than the stated principal amount and this decrease will be by an amount that is proportionate to the percentage decline in the final index value from the initial index value. (Example: if the underlying index decreases in value by 30%, the Trigger PLUS will pay an amount that is less than the stated principal amount by 30%, or $7 per Trigger PLUS.)
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
How the Dual Directional Trigger PLUS Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on the
Trigger PLUS based on the following terms:
Stated principal amount:
|
$10 per Trigger PLUS
|
Leverage factor:
|
200%
|
Trigger level:
|
80% of the initial index value
|
Hypothetical maximum upside payment at maturity:
|
$11.80 (18.00% of the stated principal amount) per Trigger PLUS (which represents the lowest hypothetical maximum upside payment at maturity)*
|
* The actual maximum upside payment at maturity will be provided
in the pricing supplement and will not be less than $11.80 per Trigger PLUS.
Dual Directional Trigger PLUS Payoff Diagram
|
|
How it works
|
§
|
Upside
Scenario. If the final index value is greater than the initial index value, for each $10 principal amount Trigger PLUS, investors
will receive the $10 stated principal amount plus a return equal to 200% of the appreciation of the underlying index over the
term of the Trigger PLUS, subject to the maximum upside payment at maturity. Under the hypothetical terms of the Trigger PLUS, an investor
will realize the hypothetical maximum upside payment at maturity at a final index value of 109.00% of the initial index value.
|
|
§
|
For example, if the underlying index appreciates 5%, investors
will receive a 10% return, or $11 per Trigger PLUS.
|
|
§
|
Absolute
Return Scenario. If the final index value is less than or equal to the initial index value but is greater than or equal to
the trigger level, investors will receive a 1% positive return on the Trigger PLUS for each 1% negative return of the underlying index.
|
|
§
|
For example, if the underlying index depreciates 5%, investors
will receive a 5% return, or $10.50 per Trigger PLUS.
|
|
§
|
The maximum return you may receive in this scenario is a positive 20% return at maturity.
|
|
§
|
Downside
Scenario. If the final index value is less than the trigger level, investors will lose the benefit of the absolute return
feature and will instead receive an amount that is significantly less than the stated principal amount by an amount proportionate to
the percentage decrease of the final index value from the initial index value. This amount will be less than 80% of the stated principal
amount per Trigger PLUS.
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
|
§
|
For example, if the underlying index depreciates 50%, investors will lose 50% of their principal and receive only $5 per Trigger PLUS
at maturity, or 50% of the stated principal amount.
|
The hypothetical returns and hypothetical payments
on the Trigger PLUS shown above apply only if you hold the Trigger PLUS for their entire term. These hypotheticals do not reflect
fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical
returns and hypothetical payments shown above would likely be lower.
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
Risk Factors
The following
is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of these
and other risks, you should read the sections entitled “Risk Factors” of the accompanying prospectus supplement, the accompanying
product supplement and the accompanying underlying supplement. We urge you to consult your investment, legal, tax, accounting and other
advisers in connection with your investment in the Trigger PLUS.
Risks Relating to the
Trigger PLUS Generally
|
§
|
The Trigger PLUS do not pay interest or guarantee the return of any principal
and your investment in the Trigger PLUS may result in a loss. The terms of the Trigger PLUS differ from those of ordinary debt
securities in that the Trigger PLUS do not pay interest or guarantee the payment of any principal amount at maturity. If the final index
value is less than the trigger level (which is 80% of the initial index value), you will lose the benefit of the absolute return feature
and the payment at maturity will be an amount in cash that is over 20% less than the stated principal amount of each Trigger PLUS, and
this decrease will be by an amount that is proportionate to the decrease in the value of the underlying index and may be zero. There is
no minimum payment at maturity on the Trigger PLUS, and, accordingly, you could lose your entire initial investment in the Trigger PLUS.
|
|
§
|
The appreciation potential of the Trigger PLUS is limited by the maximum
upside payment at maturity. The appreciation potential of Trigger PLUS is limited by the maximum
upside payment at maturity of at least $11.80 (at least 18.00% of the stated principal amount) per Trigger PLUS. The actual maximum upside
payment at maturity will be provided in the pricing supplement. Although the leverage factor provides 200% exposure to any increase in
the final index value as compared to the initial index value on the valuation date, because the maximum upside payment at maturity will
be limited to at least 18.00% of the stated principal amount for the Trigger PLUS, any increase in the final index value by more than
9.00% (if the maximum upside payment at maturity is set at 18.00% of the stated principal amount) will not further increase the return
on the Trigger PLUS.
|
|
§
|
Your maximum downside gain on the Trigger PLUS is limited by the trigger
level. If the final index value is less than or equal to the initial index value and greater than or equal to the trigger level,
you will receive at maturity $10 plus a return equal to the absolute index return, which will reflect a 1% positive return for
each 1% negative return on the underlying index, subject to an effective limit of 20%. Because you will not receive a positive return
if the underlying index has depreciated below the trigger level, your maximum downside payment will be $12.00 per $10.00 stated principal
amount Trigger PLUS.
|
|
§
|
The Trigger PLUS are subject to the credit risks of JPMorgan Financial
and JPMorgan Chase & Co., and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or credit
spreads may adversely affect the market value of the Trigger PLUS. Investors are dependent on our and JPMorgan Chase &
Co.’s ability to pay all amounts due on the Trigger PLUS. Any actual or anticipated decline in our or JPMorgan Chase & Co.’s
credit ratings or increase in our or JPMorgan Chase & Co.’s credit spreads determined by the market for taking that credit risk
is likely to adversely affect the market value of the Trigger PLUS. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the Trigger PLUS 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 Trigger PLUS. If these affiliates do not make payments
to us and we fail to make payments on the Trigger PLUS, 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.
|
|
§
|
The benefit provided by the trigger level may terminate on the valuation
date. If the index value price is less than the trigger level, the benefit provided by the trigger
level will terminate and you will be fully exposed to any depreciation of the underlying index.
|
|
§
|
Secondary trading may be limited. The
Trigger PLUS will not be listed on a securities exchange. There may be little or no secondary market for the Trigger PLUS. Even if there
is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily.
JPMS may act as a market
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
maker for the Trigger PLUS, but is not required to do so.
Because we do not expect that other market makers will participate significantly in the secondary market for the Trigger PLUS, the price
at which you may be able to trade your Trigger PLUS is likely to depend on the price, if any, at which JPMS
is willing to buy the Trigger PLUS. If at any time JPMS
or another agent does not act as a market maker, it is likely that there would be little or no secondary market for the Trigger PLUS.
|
§
|
The final terms and valuation of the Trigger PLUS will be provided in the pricing supplement.
The final terms of the Trigger PLUS will be provided in the pricing supplement. In particular, each of the estimated
value of the Trigger PLUS and the maximum upside payment at maturity will be provided in the pricing supplement and each may be as low
as the applicable minimum set forth on the cover of this document. Accordingly, you should consider your potential investment in
the Trigger PLUS based on the minimums for the estimated value of the Trigger PLUS and the maximum upside payment at maturity.
|
|
§
|
The tax consequences of an investment in the Trigger PLUS are uncertain. There is no direct legal authority as to the proper
U.S. federal income tax characterization of the Trigger PLUS, and we do not intend to request a ruling from the IRS. The IRS might not
accept, and a court might not uphold, the treatment of the Trigger PLUS described in “Additional Information about the Trigger PLUS
― Additional Provisions ― Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the Trigger PLUS, the timing
and character of any income or loss on the Trigger PLUS could differ materially and adversely from our description herein. In addition,
in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Trigger PLUS, 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 Trigger PLUS, including possible alternative treatments and the issues presented by this notice.
|
Risks Relating to Conflicts
of Interest
|
§
|
Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the Trigger PLUS and other
affiliates of the issuer may be different from those of investors. We
and our affiliates play a variety of roles in connection with the issuance of the Trigger PLUS, including acting as calculation agent
and as an agent of the offering of the Trigger PLUS, hedging our obligations under the Trigger PLUS and making the assumptions used to
determine the pricing of the Trigger PLUS and the estimated value of the Trigger PLUS, which we refer to as the estimated value of the
Trigger PLUS. 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 Trigger PLUS. The calculation
agent will determine the initial index value, the trigger level and the final index value and will calculate the amount of payment you
will receive at maturity, if any. Determinations made by the calculation agent, including with respect to the occurrence or non-occurrence
of market disruption events, the selection of a successor to the underlying index or calculation of the final index value in the event
of a discontinuation or material change in method of calculation of the underlying index, may affect the payment to you at maturity.
|
In addition, our and JPMorgan Chase &
Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic
interests to be adverse to yours and could adversely affect any payment on the Trigger PLUS and the value of the Trigger PLUS. It is possible
that hedging or trading activities of ours or our affiliates in connection with the Trigger PLUS could result in substantial returns for
us or our affiliates while the value of the Trigger PLUS declines. Please refer to “Risk Factors — Risks Relating to Conflicts
of Interest” in the accompanying product supplement for additional information about these risks.
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
|
§
|
Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the Trigger
PLUS. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect
to the Trigger PLUS on or prior to the pricing date and prior
to maturity could adversely affect the value of the underlying index and, as a result, could decrease the amount an investor may receive
on the Trigger PLUS at maturity, if any. Any of these hedging or trading activities on or prior to the pricing date could potentially
affect the initial index value and the trigger level and, therefore, could potentially increase the level that the final index value must
reach before you receive a payment at maturity that exceeds the issue price of the Trigger PLUS or so that you do not suffer a loss on
your initial investment in the Trigger PLUS. Additionally, these hedging or trading activities during the term of the Trigger
PLUS, including on the valuation date, could adversely affect the final index value and, accordingly, the payment to you at maturity,
if any. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the
value of the Trigger PLUS declines.
|
Risks Relating to the
Estimated Value and Secondary Market Prices of the Trigger PLUS
|
§
|
The estimated value of the Trigger PLUS will be lower than the original
issue price (price to public) of the Trigger PLUS. The estimated value of the Trigger PLUS is only
an estimate determined by reference to several factors. The original issue price of the Trigger PLUS will exceed the estimated value of
the Trigger PLUS because costs associated with selling, structuring and hedging the Trigger PLUS are included in the original issue price
of the Trigger PLUS. These costs include the selling commissions, the structuring fee, the projected profits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under the Trigger PLUS and the estimated cost of hedging our
obligations under the Trigger PLUS. See “Additional Information about the Trigger PLUS — The estimated value of the Trigger
PLUS” in this document.
|
|
§
|
The estimated value of the Trigger PLUS does not represent future values
of the Trigger PLUS and may differ from others’ estimates. The estimated value of the Trigger PLUS is determined by reference to
internal pricing models of our affiliates. This estimated value of the Trigger PLUS is based on
market conditions and other relevant factors existing at the time of pricing and assumptions about market parameters, which can include
volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the
Trigger PLUS that are greater than or less than the estimated value of the Trigger PLUS. 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 Trigger PLUS 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 Trigger
PLUS from you in secondary market transactions. See “Additional Information about the Trigger PLUS — The estimated value of
the Trigger PLUS” in this document.
|
|
§
|
The estimated value of the Trigger PLUS is derived by reference to an internal
funding rate. The internal funding rate used in the determination of the estimated value of the
Trigger PLUS 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 Trigger PLUS as well as the higher issuance, operational and ongoing liability management costs of the Trigger PLUS
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 Trigger PLUS. The
use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the Trigger PLUS and
any secondary market prices of the Trigger PLUS. See “Additional Information about the Trigger PLUS — The estimated value
of the Trigger PLUS” in this document.
|
|
§
|
The value of the Trigger PLUS as published by JPMS (and which may be reflected
on customer account statements) may be higher than the then-current estimated value of the Trigger PLUS for a limited time period.
We generally expect that some of the costs included in the original issue price of the Trigger PLUS
will be partially paid back to you in connection with any repurchases of your Trigger PLUS by JPMS in an amount that will decline to zero
over an initial predetermined period. These costs can include selling commissions, the structuring fee, projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt issuances.
See “Additional Information about the Trigger PLUS — Secondary market prices of the Trigger PLUS” in
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
this document for additional information relating to this
initial period. Accordingly, the estimated value of your Trigger PLUS during this initial period may be lower than the value of the Trigger
PLUS as published by JPMS (and which may be shown on your customer account statements).
|
§
|
Secondary market prices of the Trigger PLUS will likely be lower than the
original issue price of the Trigger PLUS. Any secondary market prices of the Trigger PLUS will likely
be lower than the original issue price of the Trigger PLUS because, among other things, secondary market prices take into account our
internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
the structuring fee, projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the
Trigger PLUS. As a result, the price, if any, at which JPMS will be willing to buy Trigger PLUS 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 Trigger PLUS.
|
The Trigger
PLUS are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Trigger PLUS to maturity.
See “— Secondary trading may be limited” below.
|
§
|
Secondary market prices of the Trigger PLUS will be impacted by many economic
and market factors. The secondary market price of the Trigger PLUS during their term will be impacted by a number of
economic and market factors, which may either offset or magnify each other, aside from the selling commissions, structuring fee, projected
hedging profits, if any, estimated hedging costs and the closing level of the underlying index, including:
|
|
o
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any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
|
|
o
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customary bid-ask spreads for similarly sized trades;
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|
o
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our internal secondary market funding rates for structured debt issuances;
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|
o
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the actual and expected volatility of the underlying index;
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|
o
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the time to maturity of the Trigger PLUS;
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|
o
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the dividend rates on the equity securities included in the underlying index;
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|
o
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interest and yield rates in the market generally; and
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|
o
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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 Trigger PLUS, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the Trigger PLUS, if any, at which JPMS may be willing to purchase your
Trigger PLUS in the secondary market.
Risks Relating to the Underlying
Index
|
§
|
JPMorgan Chase & Co. is currently one of the companies that make up
the underlying index. JPMorgan Chase & Co. is currently one of the companies that make up the
underlying index. JPMorgan Chase & Co. will not have any obligation to consider your interests as a holder of the Trigger PLUS in
taking any corporate action that might affect the value of the underlying index or the Trigger PLUS.
|
|
§
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Investing in the Trigger PLUS is not equivalent to investing in the underlying
index. Investing in the Trigger PLUS is not equivalent to investing in the underlying index or its
component stocks. Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any
other rights with respect to the stocks that constitute the underlying index.
|
|
§
|
Adjustments to the underlying index could adversely affect the value of
the Trigger PLUS. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor
index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published
by the calculation agent or any of its affiliates.
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
S&P 500® Index Overview
The S&P 500® Index, which is
calculated, maintained and published by S&P Dow Jones Indices LLC, consists of stocks of 500 companies selected to provide a performance
benchmark for the U.S. equity markets. For additional information about the S&P 500® Index, see “Equity Index
Descriptions — The S&P U.S. Indices” in the accompanying underlying supplement.
Information as of market close on April 15, 2021:
Bloomberg Ticker Symbol:
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SPX
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52 Week High (on 4/15/2021):
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4,170.42
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Current Closing Level:
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4,170.42
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52 Week Low (on 4/21/2020):
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2,736.56
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52 Weeks Ago (on 4/15/2020):
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2,783.36
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|
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The following table sets forth the published high and low closing
levels, as well as end-of-quarter closing levels, of the underlying index for each quarter in the period from January 1, 2016 through
April 15, 2021. The closing level of the underlying index on April 15, 2021 was 4,170.42. The associated graph shows the closing levels
of the underlying index for each day in the same period. We obtained the closing level information above and in the table and graph below
from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical closing
levels of the underlying index should not be taken as an indication of future performance, and no assurance can be given as to the closing
level of the underlying index on the valuation date. The payment of dividends on the stocks that constitute the underlying index are not
reflected in its closing level and, therefore, have no effect on the calculation of the payment at maturity.
S&P 500® Index
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High
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Low
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Period End
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2016
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|
|
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First Quarter
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2,063.95
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1,829.08
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2,059.74
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Second Quarter
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2,119.12
|
2,000.54
|
2,098.86
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Third Quarter
|
2,190.15
|
2,088.55
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2,168.27
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Fourth Quarter
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2,271.72
|
2,085.18
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2,238.83
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2017
|
|
|
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First Quarter
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2,395.96
|
2,257.83
|
2,362.72
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Second Quarter
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2,453.46
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2,328.95
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2,423.41
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Third Quarter
|
2,519.36
|
2,409.75
|
2,519.36
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Fourth Quarter
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2,690.16
|
2,529.12
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2,673.61
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2018
|
|
|
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First Quarter
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2,872.87
|
2,581.00
|
2,640.87
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Second Quarter
|
2,786.85
|
2,581.88
|
2,718.37
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Third Quarter
|
2,930.75
|
2,713.22
|
2,913.98
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Fourth Quarter
|
2,925.51
|
2,351.10
|
2,506.85
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2019
|
|
|
|
First Quarter
|
2,854.88
|
2,447.89
|
2,834.40
|
Second Quarter
|
2,954.18
|
2,744.45
|
2,941.76
|
Third Quarter
|
3,025.86
|
2,840.60
|
2,976.74
|
Fourth Quarter
|
3,240.02
|
2,887.61
|
3,230.78
|
2020
|
|
|
|
First Quarter
|
3,386.15
|
2,237.40
|
2,584.59
|
Second Quarter
|
3,232.39
|
2,470.50
|
3,100.29
|
Third Quarter
|
3,580.84
|
3,115.86
|
3,363.00
|
Fourth Quarter
|
3,756.07
|
3,269.96
|
3,756.07
|
2021
|
|
|
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
S&P 500® Index
|
High
|
Low
|
Period End
|
First Quarter
|
3,974.54
|
3,700.65
|
3,972.89
|
Second Quarter (through April 15, 2021)
|
4,170.42
|
4,019.87
|
4,170.42
|
S&P 500®
Index – Daily Closing Levels*
January 1, 2016 through April
15, 2021
|
*The dotted line in the graph indicates the hypothetical trigger level, equal to 80% of the closing level of the underlying index on April 15, 2021. The actual trigger level will be based on the closing level of the underlying index on the pricing date.
|
License Agreement. “Standard & Poor’s®,”
“S&P®,” “S&P 500®” and “Standard & Poor’s 500” are
trademarks of Standard & Poor’s Financial Services LLC and have been licensed for use by JPMorgan Chase & Co. and its affiliates,
including JPMorgan Financial. See “Equity Index Descriptions — The S&P U.S. Indices — License Agreement” in
the accompanying underlying supplement.
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
Additional Information about the Trigger PLUS
Please read this information in conjunction with the summary terms
on the front cover of this document.
Additional Provisions:
|
Postponement
of maturity date:
|
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the Trigger PLUS will be postponed to the third business day following the valuation date as postponed.
|
Minimum
ticketing size:
|
$1,000 / 100 Trigger PLUS
|
Trustee:
|
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company)
|
Calculation
agent:
|
JPMS
|
The
estimated value of the Trigger PLUS:
|
The estimated value of the Trigger PLUS set forth on
the cover of this document is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component
with the same maturity as the Trigger PLUS, valued using the internal funding rate described below, and (2) the derivative or derivatives
underlying the economic terms of the Trigger PLUS. The estimated value of the Trigger PLUS does not represent a minimum price at which
JPMS would be willing to buy your Trigger PLUS in any secondary market (if any exists) at any time. The internal funding rate used in
the determination of the estimated value of the Trigger PLUS 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 Trigger PLUS as well as the higher issuance, operational and ongoing liability
management costs of the Trigger PLUS 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 Trigger PLUS. The use of an internal funding rate and any potential
changes to that rate may have an adverse effect on the terms of the Trigger PLUS and any secondary market prices of the Trigger PLUS.
For additional information, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger
PLUS — The estimated value of the Trigger PLUS is derived by reference to an internal funding rate” in this document. The
value of the derivative or derivatives underlying the economic terms of the Trigger PLUS 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 Trigger PLUS on the pricing
date is based on market conditions and other relevant factors and assumptions existing at that time. See “Risk Factors — Risks
Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — The estimated value of the Trigger PLUS does not
represent future values of the Trigger PLUS and may differ from others’ estimates” in this document.
The estimated value of the Trigger PLUS will be lower than the
original issue price of the Trigger PLUS because costs associated with selling, structuring and hedging the Trigger PLUS are included
in the original issue price of the Trigger PLUS. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated
dealers, the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging
our obligations under the Trigger PLUS and the estimated cost of hedging our obligations under the Trigger PLUS. Because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than
expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the Trigger PLUS may
be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.
See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — The estimated
value of the Trigger PLUS will be lower than the original issue price (price to public) of the Trigger PLUS” in this document.
|
Secondary
market prices of the Trigger PLUS:
|
For information about factors that will impact any secondary market prices of the Trigger PLUS, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — Secondary market prices of the Trigger PLUS will be impacted by many economic and market factors” in this document. In addition, we generally
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
|
expect that some of the costs included in the original issue price of the Trigger PLUS will be partially paid back to you in connection with any repurchases of your Trigger PLUS by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the Trigger PLUS. The length of any such initial period reflects the structure of the Trigger PLUS, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the Trigger PLUS and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — The value of the Trigger PLUS as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the Trigger PLUS for a limited time period.”
|
Tax
considerations:
|
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. MS-1-II. The following discussion, when read in
combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material
U.S. federal income tax consequences of owning and disposing of the Trigger PLUS.
Based on current market conditions, in the opinion
of our special tax counsel, your Trigger PLUS should be treated as “open transactions” that are not debt instruments for U.S.
federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences
to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement.
Assuming this treatment is respected, the gain or loss on your Trigger PLUS should be treated as long-term capital gain or loss if you
hold your Trigger PLUS for more than a year, whether or not you are an initial purchaser of Trigger PLUS at the issue price. However,
the IRS or a court may not respect this treatment of the Trigger PLUS, in which case the timing and character of any income or loss on
the Trigger PLUS could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular
on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on
a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such
as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain
as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective
dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect
the tax consequences of an investment in the Trigger PLUS, possibly with retroactive effect. You should consult your tax adviser regarding
the U.S. federal income tax consequences of an investment in the Trigger PLUS, 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, 2023 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 Trigger PLUS 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 Trigger PLUS. You should consult your tax adviser regarding the potential application of Section 871(m) to the
Trigger PLUS.
|
Supplemental
use of proceeds and hedging:
|
The Trigger PLUS are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the Trigger PLUS. See “How the Trigger PLUS Work” in
this document for an illustration of the risk-return profile of the Trigger PLUS and “S&P 500® Index Overview”
in this document for a description of the market exposure provided by the Trigger PLUS.
The original issue price of the Trigger PLUS is equal to the
estimated value of the Trigger PLUS plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring
fee, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the Trigger PLUS, plus the estimated cost of hedging our obligations under the Trigger PLUS.
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
Benefit
plan investor considerations:
|
See “Benefit Plan Investor Considerations” in the accompanying product supplement.
|
Supplemental plan of distribution:
|
Subject to regulatory constraints, JPMS intends to use its
reasonable efforts to offer to purchase the Trigger PLUS in the secondary market, but is not required to do so. JPMS, acting as agent
for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management. In addition,
Morgan Stanley Wealth Management will receive a structuring fee as set forth on the cover of this document for each Trigger PLUS.
We or our affiliate may enter
into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with
the sale of the Trigger PLUS and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related
hedge transactions. See “— Supplemental use of proceeds and hedging” above and
“Use of Proceeds and Hedging” in the accompanying product supplement.
We expect that delivery of the Trigger PLUS will be made against
payment for the Trigger PLUS on or about the original issue date set forth on the front cover of this document, which will be the third
business day following the pricing date of the Trigger PLUS (this settlement cycle being referred to as “T+3”). Under
Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two
business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade Trigger PLUS
on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time of any such
trade to prevent a failed settlement and should consult their own advisors
|
Where you can find more information:
|
You may revoke your offer to purchase the Trigger PLUS at any time
prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject
any offer to purchase, the Trigger PLUS prior to their issuance. In the event of any changes to the terms of the Trigger PLUS, 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 document together with the accompanying prospectus,
as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these Trigger PLUS are a
part, and the more detailed information contained in the accompanying product supplement and the accompanying underlying supplement.
This document, together with the documents listed below, contains
the terms of the Trigger PLUS and supersedes all other prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, stand-alone
fact sheets, brochures or other educational materials of ours. This amendment no. 1 amends and restates and supersedes the preliminary
pricing supplement related hereto dated April 15, 2021 in their entirety. You should not rely on the original preliminary pricing supplement
related hereto dated April 15, 2021 in making your decision to invest in the securities. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement, the accompanying
product supplement and the accompanying underlying supplement, as the Trigger PLUS 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 Trigger PLUS.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
• Product supplement no. MS-1-I dated April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021469/crt_dp139325-424b2.pdf
• Underlying supplement
no. 1-I dated April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
• Prospectus supplement and prospectus, each dated April
8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and
JPMorgan Chase & Co.’s CIK is 19617.
As used in this document, “we,” “us,” and
“our” refer to JPMorgan Financial.
“Performance Leveraged Upside SecuritiesSM”
and “PLUSSM” are service marks of Morgan Stanley.
|
JPMorgan Chase Financial Company LLC
|
Dual Directional Trigger PLUS Based on the Value of the S&P 500® Index due May 3, 2024
|
Trigger Performance Leveraged Upside SecuritiesSM
|
Principal at Risk Securities
|
JP Morgan Chase (NYSE:JPM)
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