Neither the Securities and Exchange Commission (the “SEC”) nor any
state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement
or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
*This preliminary pricing supplement amends and restates and supersedes the original
preliminary pricing supplement related hereto dated April 16, 2021 to product supplement no. 4-II in its entirety (the original preliminary
pricing supplement is available on the SEC website at http://www.sec.gov/Archives/edgar/data/0001665650/000089109221003538/e13281-424b2.htm).
Pricing supplement to product supplement no. 4-II dated November
4, 2020
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase &
Co.
Guarantor:
JPMorgan Chase & Co.
Fund:
The ARK Fintech Innovation ETF (Bloomberg ticker: ARKF)
Contingent Interest
Payments: If the notes have not been automatically called and the closing price of one share of the Fund on any Review Date
is greater than or equal to the Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount
note a Contingent Interest Payment equal to at least $20.75 (equivalent to a Contingent Interest Rate of at least 8.30% per annum, payable
at a rate of at least 2.075% per quarter) (to be provided in the pricing supplement), plus any previously unpaid Contingent Interest Payments
for any prior Review Dates.
If the Contingent Interest Payment is not paid on any Interest Payment Date,
that unpaid Contingent Interest Payment will be paid on a later Interest Payment Date if the closing price of one share of the Fund on
the Review Date related to that later Interest Payment Date is greater than or equal to the Interest Barrier. You will not receive any
unpaid Contingent Interest Payments if the closing price of one share of the Fund on each subsequent Review Date is less than the Interest
Barrier.
Contingent
Interest Rate: At least 8.30% per annum, payable at a rate of at least 2.075% per quarter (to
be provided in the pricing supplement)
Interest Barrier / Trigger Value: 60.00%
of the Strike Value, which is $54.69
Strike Date:
April 15, 2021
Pricing Date:
On or about April 19, 2021
Original
Issue Date (Settlement Date): On or about April 22, 2021
Review
Dates*: July 15, 2021, October 15, 2021, January 18, 2022, April 18, 2022, July 15, 2022, October
17, 2022, January 17, 2023, April 17, 2023, July 17, 2023, October 16, 2023, January 16, 2024 and April 15, 2024 (final Review Date)
Interest Payment
Dates*: July 20, 2021, October 20, 2021, January 21, 2022, April 21, 2022, July 20, 2022, October 20, 2022, January 20, 2023,
April 20, 2023, July 20, 2023, October 19, 2023, January 19, 2024 and the Maturity Date
Maturity Date*:
April 18, 2024
Call Settlement
Date*: If the notes are automatically called on any Review Date (other than the final Review Date), the first Interest
Payment Date immediately following that Review Date
* Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to 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
|
Automatic Call:
If the closing price of one share of the Fund on any Review Date (other than the final
Review Date) is greater than or equal to the Strike Value, the notes will be automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Review Date plus (c) any
previously unpaid Contingent Interest Payments for any prior Review Dates, payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value is greater than or
equal to the Trigger Value, you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus
(b) the Contingent Interest Payment applicable to the final Review Date plus (c) any previously unpaid Contingent Interest Payments for
any prior Review Dates.
If the notes have not been automatically called and the Final Value is less than the
Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Fund Return)
If the notes have not been automatically called and the Final Value is less than the
Trigger Value, you will lose more than 40.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
Fund Return:
(Final Value – Strike Value)
Strike Value
Strike
Value: The closing price of one share of the Fund on the Strike Date, which was $54.69. The
Strike Value is not the closing price of one share of the Fund on the Pricing Date.
Final
Value: The closing price of one share of the Fund on the final Review Date
Share Adjustment
Factor: The Share Adjustment Factor is referenced in determining the closing price of one share of the Fund and is set equal
to 1.0 on the Strike Date. The Share Adjustment Factor is subject to adjustment upon the occurrence of certain events affecting the Fund.
See “The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying product supplement for further information.
|
PS-1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
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How the Notes Work
Payments in Connection with Review Dates
(Other than the Final Review Date)
Payment at Maturity If the Notes Have Not Been Automatically
Called
PS-2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
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Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest
Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent Interest Rate of 8.30% per annum,
depending on how many Contingent Interest Payments are made prior to automatic call or maturity. The actual Contingent Interest Rate will
be provided in the pricing supplement and will be at least 8.30% per annum.
Number of Contingent Interest Payments
|
Total Contingent Interest Payments
|
12
|
$249.00
|
11
|
$228.25
|
10
|
$207.50
|
9
|
$186.75
|
8
|
$166.00
|
7
|
$145.25
|
6
|
$124.50
|
5
|
$103.75
|
4
|
$83.00
|
3
|
$62.25
|
2
|
$41.50
|
1
|
$20.75
|
0
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$0.00
|
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked
to a hypothetical Fund, assuming a range of performances for the hypothetical Fund on the Review Dates. The hypothetical payments set
forth below assume the following:
|
·
|
a Strike Value of $100.00;
|
|
·
|
an Interest Barrier and a Trigger Value of $60.00 (equal to 60.00% of the hypothetical Strike Value); and
|
|
·
|
a Contingent Interest Rate of 8.30% per annum (payable at a rate of 2.075% per quarter).
|
The hypothetical Strike Value of $100.00 has been chosen for illustrative
purposes only and does not represent the actual Strike Value. The actual Strike Value is the closing price of one share of the Fund on
the Strike Date and is specified under “Key Terms — Strike Value” in this pricing supplement. For historical data regarding
the actual closing prices of one share of the Fund, please see the historical information set forth under “The Fund” in this
pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes
only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples have been
rounded for ease of analysis.
Example 1 — Notes are automatically called on the first
Review Date.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$105.00
|
$1,020.75
|
|
Total Payment
|
$1,020.75 (2.075% return)
|
Because the closing price of one share of the Fund on the first
Review Date is greater than or equal to the Strike Value, the notes will be automatically called for a cash payment, for each $1,000 principal
amount note, of $1,020.75 (or $1,000 plus the Contingent Interest Payment applicable to the first Review Date), payable on the
applicable Call Settlement Date. No further payments will be made on the notes.
PS-3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
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Example 2 — Notes have NOT been automatically called and
the Final Value is greater than or equal to the Trigger Value.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$90.00
|
$20.75
|
Second Review Date
|
$85.00
|
$20.75
|
Third through Eleventh Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$90.00
|
$1,207.50
|
|
Total Payment
|
$1,249.00 (24.90% return)
|
Because the notes have not been automatically called
and the Final Value is greater than or equal to the Trigger Value, the payment at maturity, for each $1,000 principal amount note, will
be $1,207.50 (or $1,000 plus the Contingent Interest Payment applicable to the final Review Date plus the unpaid Contingent
Interest Payments for any prior Review Dates). When added to the Contingent Interest Payments received with respect to the prior Review
Dates, the total amount paid, for each $1,000 principal amount note, is $1,249.00.
Example
3 — Notes have NOT been automatically called and the Final Value is less than the Trigger Value.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$40.00
|
$0
|
Second Review Date
|
$45.00
|
$0
|
Third through Eleventh Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$50.00
|
$500.00
|
|
Total Payment
|
$500.00 (-50.00% return)
|
Because the notes have not been automatically called, the Final
Value is less than the Trigger Value and the Fund Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount
note, calculated as follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
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
the 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.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks
are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
|
The notes do not guarantee any return of principal. If the
notes have not been automatically called and the Final Value is less than the Trigger Value, you will lose 1% of the principal amount
of your notes for every 1% that the Final Value is less than the Strike Value. Accordingly, under these circumstances, you will lose more
than 40.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
|
·
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THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
|
If the notes have not been automatically called, we will
make a Contingent Interest Payment with respect to a Review Date (and we will pay you any previously unpaid Contingent Interest Payments
for any prior Review Dates) only if the closing price of one share of the Fund on that Review Date is greater than or equal to the Interest
Barrier. If the closing price of one share of the Fund on that Review Date is less than the Interest Barrier, no Contingent Interest Payment
will be made with respect to that Review Date. You will not receive any unpaid Contingent Interest Payments if the closing price of one
share of the Fund on each subsequent Review Date is less than the Interest Barrier. Accordingly, if the closing price of one share of
the Fund on each Review Date is less than the Interest Barrier, you will not receive any interest payments over the term of the notes.
PS-4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
|
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·
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CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
|
Investors are dependent on our and JPMorgan Chase &
Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness
or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of the notes. If we
and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the notes and
you could lose your entire investment.
|
·
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AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
|
As a finance subsidiary of JPMorgan Chase & Co., we
have no independent operations beyond the issuance and administration of our securities. Aside from the initial capital contribution from
JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to make payments under loans made by
us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates to meet our obligations under the
notes. If these affiliates do not make payments to us and we fail to make payments on the notes, you may have to seek payment under the
related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated
obligations of JPMorgan Chase & Co.
|
·
|
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER THE TERM
OF THE NOTES,
|
regardless of any appreciation of the Fund, which may be
significant. You will not participate in any appreciation of the Fund.
|
·
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
|
If the Final Value is less than the Trigger Value and the
notes have not been automatically called, the benefit provided by the Trigger Value will terminate and you will be fully exposed to any
depreciation of the Fund.
|
·
|
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
|
If your notes are automatically called, the term of the
notes may be reduced to as short as approximately three months and you will not receive any Contingent Interest Payments after the applicable
Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable
return and/or with a comparable interest rate for a similar level of risk. Even in cases where the notes are called before maturity, you
are not entitled to any fees and commissions described on the front cover of this pricing supplement.
|
·
|
YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR THOSE
SECURITIES.
|
|
·
|
THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE FUND FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER VALUE IS GREATER IF THE
PRICE OF ONE SHARE OF THE FUND IS VOLATILE.
|
The notes will not be listed on any securities exchange.
Accordingly, 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. You may not be able to sell your 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.
|
·
|
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
|
You should consider your potential investment in the notes
based on the minimums for the estimated value of the notes and the Contingent Interest Rate.
PS-5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
|
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Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles in connection
with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially adverse to your
interests as an investor in 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.
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 —
|
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.
|
·
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
|
See “The Estimated Value of the Notes” in this
pricing supplement.
|
·
|
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.
|
·
|
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. 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).
|
·
|
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 the 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.
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
|
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 price of one share of the Fund. 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
PS-6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
|
|
lower) than the price of the notes, if any, at which JPMS
may be willing to purchase your notes in the secondary market. See “Risk Factors — 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 the accompanying product supplement.
Risks Relating to the Fund
|
·
|
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH ACTIVELY MANAGED FUNDS —
|
The Fund is actively managed. Unlike a passively managed
fund, an actively managed fund does not attempt to track an index or other benchmark, and the investment decisions for an actively managed
fund are instead made by its investment adviser. The investment adviser of an actively managed fund may adopt a strategy or strategies
that are significantly higher risk than the indexing strategy that would have been employed by a passively managed fund. As an actively
managed fund, the Fund is subject to management risk. In managing an actively managed fund, the investment adviser of a fund applies investment
strategies, techniques and analyses in making investment decisions for that fund, but there can be no guarantee that these actions will
produce the intended results. The ability of the Fund’s investment adviser to successfully implement the Fund’s investment
strategy will significantly influence the market price of the shares of the Fund and, consequently, the value of the notes.
|
·
|
THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE
OF THE FUND’S NET ASSET VALUE PER SHARE —
|
Because the shares of the Fund are traded on a securities
exchange and are subject to market supply and investor demand, the market value of one share of the Fund may differ from the net asset
value per share of the Fund. During periods of market volatility, securities underlying the Fund may be unavailable in the secondary
market, market participants may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund
may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem
shares of the Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are
willing to buy and sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary
substantially from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may
not correlate with the net asset value per share of the Fund, which could materially and adversely affect the value of the notes in the
secondary market and/or reduce any payment on the notes.
|
·
|
RISKS ASSOCIATED WITH DISRUPTIVE INNOVATION COMPANIES —
|
The Fund’s investment strategy involves exposure to
companies that the investment adviser believes are capitalizing on disruptive innovation and developing technologies to displace older
technologies or create new markets (“disruptive innovation companies”). However, the companies selected by the investment
adviser may not in fact do so. Companies that initially develop a novel technology may not be able to capitalize on the technology. Companies
that develop disruptive technologies may face political or legal attacks from competitors, industry groups or local and national governments.
These companies may also be exposed to risks applicable to sectors other than the disruptive innovation theme for which they are chosen,
and the securities issued by these companies may underperform the securities of other companies that are primarily focused on a particular
theme. The Fund may invest in companies that do not currently derive any revenue from disruptive innovations or technologies, and there
is no assurance that any company will derive any revenue from disruptive innovations or technologies in the future. A disruptive innovation
or technology may constitute a small portion of any company’s overall business. As a result, the success of a disruptive innovation
or technology may not affect the value of the equity securities issued by that company.
|
·
|
RISKS ASSOCIATED WITH THE COMMUNICATIONS, INFORMATION TECHNOLOGY AND FINANCIAL SECTORS —
|
The assets of the Fund will be concentrated in the securities
of issuers having their principal business activities in the communications, information technology and financial sectors. As a result,
the value of the notes may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory
occurrence affecting these industries than a different investment linked to securities of a more broadly diversified group of issuers.
Communication companies are particularly vulnerable to
the potential obsolescence of products and services due to technological advancement and the innovation of competitors. Companies in the
communications sector may also be affected by other competitive pressures, such as pricing competition, as well as research and development
costs, substantial capital requirements and government regulation. Additionally, fluctuating domestic and international demand, shifting
demographics and often unpredictable changes in consumer tastes can drastically affect a communication company’s profitability.
While all companies may be susceptible to network security breaches, certain companies in the communications sector may be particular
targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse
effect on their businesses.
The information technology sector includes companies engaged
in internet software and services, technology hardware and storage peripherals, electronic equipment instruments and components, and semiconductors
and semiconductor equipment.
PS-7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the ARK Fintech Innovation
ETF
|
|
Information technology companies face intense competition, both domestically
and internationally, which may have an adverse effect on profit margins. Information technology companies may have limited product lines,
markets, financial resources or personnel. The products of information technology companies may face rapid product obsolescence due to
technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services
of qualified personnel. Failure to introduce new products, develop and maintain a loyal customer base, or achieve general market acceptance
for their products could have a material adverse effect on a company’s business. Companies in the information technology sector
are heavily dependent on intellectual property and the loss of patent, copyright and trademark protections may adversely affect the profitability
of these companies.
The factors that impact the financial sector will likely
have a greater effect on this Fund than on a fund with less exposure to such sector. Companies in the financial sector are especially
subject to the adverse effects of economic recession, decreases in the availability of capital, volatile interest rates, portfolio concentrations
in geographic markets and in commercial and residential real estate loans, and competition from new entrants in their fields of business.
These industries are still extensively regulated at both the federal and state level and may be adversely affected by increased regulations.
Companies that are developing financial technologies that seek to disrupt or displace established financial institutions generally face
competition from much larger and more established firms. Fintech innovation companies may not be able to capitalize on their disruptive
technologies if they face political and/or legal attacks from competitors, industry groups or local and national governments. Laws generally
vary by country, creating some challenges to achieving scale. A Fintech innovation company may not currently derive any revenue, and there
is no assurance that such company will derive any revenue from innovative technologies in the future. Additionally, Fintech innovation
companies may be adversely impacted by potential rapid product obsolescence, cybersecurity attacks, increased regulatory oversight and
disruptions in the technology they depend on.
These factors could affect the communications, information
technology and financial sectors and could affect the value of the equity securities held by the Fund and the price of the Fund during
the term of the notes, which may adversely affect the value of your notes.
|
·
|
AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH MID-SIZE, SMALL AND MICRO-CAPITALIZATION STOCKS —
|
Some of the equity securities held by the Fund have been
issued by mid-size, small or micro-capitalization companies. Mid-size, small and micro-capitalization companies may be less able to withstand
adverse economic, market, trade and competitive conditions relative to larger companies. Mid-size, small and micro-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.
|
·
|
NON-U.S. SECURITIES RISK —
|
Some of the equity securities held by the Fund have been
issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated
with the securities markets in the home countries of the issuers of those non-U.S. equity securities. Also, there is generally less
publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the
reporting requirements of the SEC.
|
·
|
EMERGING MARKETS RISK —
|
Some of the equity securities held by the Fund have been issued
by non-U.S. companies located in emerging markets countries. Countries with emerging markets may have relatively unstable governments,
may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets,
and may have less protection of property rights than more developed countries. The economies of countries with emerging markets
may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme
and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable
to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
|
·
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THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK —
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Because the prices of the non-U.S. equity securities held
by the Fund are converted into U.S. dollars for purposes of calculating the net asset value of the Fund, holders of the notes will be
exposed to currency exchange rate risk with respect to each of the currencies in which the non-U.S. equity securities held by the Fund
trade. Your net exposure will depend on the extent to which those currencies strengthen or weaken against the U.S. dollar and the
relative weight of equity securities held by the Fund denominated in each of those currencies. If, taking into account the relevant
weighting, the U.S. dollar strengthens against those currencies, the price of the Fund will be adversely affected and any payment on the
notes may be reduced.
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RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE FUND —
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Pursuant to recent executive orders, U.S. persons are prohibited
from engaging in transactions in, or possession of, publicly traded securities of certain companies that are determined to be linked to
the People’s Republic of China military, intelligence and security apparatus, or securities that are derivative of, or are designed
to provide investment exposure to, those securities. If the issuer of any of the equity securities held by the Fund is in the future designated
as such a prohibited company, the value of that company may be adversely affected, perhaps significantly, which would adversely affect
the performance of the Fund. In addition, under these circumstances, the Fund is expected to remove the equity securities of that company
from the Fund. Any changes to the composition of the Fund in response to these executive orders could adversely affect the performance
of the Fund.
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·
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LIMITED TRADING HISTORY —
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The Fund commenced trading on NYSE Arca, Inc. on February
4, 2019 and therefore has limited historical performance. Past performance should not be considered indicative of future performance.
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·
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THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —
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The calculation agent will make adjustments to the Share
Adjustment Factor for certain events affecting the shares of the Fund. However, the calculation agent will not make an adjustment in response
to all events that could affect the shares of the Fund. If an event occurs that does not require the calculation agent to make an adjustment,
the value of the notes may be materially and adversely affected.
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The Fund
The Fund is an actively-managed exchange-traded fund of ARK ETF Trust,
a registered investment company, with an investment objective of long-term growth of capital, that primarily invests in equity securities
of U.S. and non-U.S. companies relevant to the Fund’s investment theme of financial technical (“Fintech”) innovation.
For additional information about the Fund, see Annex A in this pricing supplement.
Historical Information
The following graph sets forth the historical performance of the
Fund based on the weekly historical closing prices of one share of the Fund from February 8, 2019 through April 16, 2021. The closing
price of one share of the Fund on April 16, 2021 was $53.82. The Fund commenced trading on NYSE Arca, Inc. on February 4, 2019 and therefore
has limited historical performance. We obtained the closing prices above and below from the Bloomberg Professional® service
(“Bloomberg”), without independent verification. The closing prices above and below may have been adjusted by Bloomberg for
actions taken by the Fund, such as stock splits.
The historical closing prices of one share of the Fund should
not be taken as an indication of future performance, and no assurance can be given as to the closing price of one share of the Fund on
any Review Date. There can be no assurance that the performance of the Fund will result in the return of any of your principal amount
or the payment of any interest.
Tax Treatment
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-II. In determining our reporting responsibilities
we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons
and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. Federal Income
Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated Contingent
Coupons” in the accompanying product supplement. 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 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
and the relevance of factors such as the nature of the underlying property to which the instruments are linked. 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 affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions
above and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules
under Section 451(b) of the Code. You should 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 the notice described above.
Non-U.S. Holders — Tax Considerations. The U.S.
federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a position
that Contingent Interest Payments are not subject to U.S. withholding tax (at least
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if an applicable Form W-8 is provided), a withholding agent may nonetheless withhold
on these payments (generally at a rate of 30%, subject to the possible reduction of that rate under an applicable income tax treaty),
unless income from your notes is effectively connected with your conduct of a trade or business in the United States (and, if an applicable
treaty so requires, attributable to a permanent establishment in the United States). If you are not a United States person, you are urged
to consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes in light of your particular
circumstances.
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 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.
In the event of any withholding
on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
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 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. For additional information, see “Selected Risk Considerations —
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.
The estimated value of the notes does not represent future values
of the notes and may differ from others’ estimates. 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.
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 JPMS and other affiliated or unaffiliated dealers, 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. A portion of the profits,
if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one
or more of our affiliates will retain any remaining hedging
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profits. See “Selected Risk Considerations — 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 “Risk Factors — 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 the accompanying product 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.
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. This initial predetermined time period is intended to be the
shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects 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 “Selected Risk Considerations — 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 “How the Notes Work” and “Hypothetical
Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Fund”
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 JPMS and other affiliated or unaffiliated dealers, 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.
Supplemental Plan of
Distribution
We expect that delivery of the notes will be made against payment
for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third business
day following the Pricing Date of the notes (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 notes 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.
Additional Terms Specific
to 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 applicable 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, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with
the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well
as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, fact sheets, brochures or other educational materials of ours. This preliminary pricing supplement amends and
restates and supersedes the original preliminary pricing supplement related hereto dated April 16, 2021 in its entirety. You should not
rely on the original preliminary pricing supplement related hereto dated April 16, 2021 in making your decision to invest in the notes.
You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement and the accompanying product supplement, as the notes involve risks not associated with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
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You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650, and
JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our”
refer to JPMorgan Financial.
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Annex A
The ARK Fintech Innovation ETF
All information contained in this pricing supplement regarding
the ARK Fintech Innovation ETF (the “ARKF Fund”), has been derived from publicly available information, without independent
verification. This information reflects the policies of, and is subject to change by, ARK ETF Trust (“ARK Trust”). The ARKF
Fund is an actively-managed exchange-traded fund managed by ARK Investment Management LLC (“ARK LLC”), the investment adviser
to the ARKF Fund. The ARKF Fund trades on NYSE Arca, Inc. under the ticker symbol “ARKF.”
The investment objective of the ARKF Fund is long-term growth of
capital.
As an actively-managed fund, the ARKF Fund is subject to management
risk. In managing the ARKF Fund, ARK LLC applies investment strategies, techniques and analyses in making investment decisions for the
ARKF Fund, but there can be no guarantee that these actions will produce the intended results. The ability of ARK LLC to successfully
implement the ARKF Fund’s investment strategy will significantly influence that ARKF Fund’s performance.
The ARKF Fund will invest under normal circumstances primarily
(at least 80% of its assets) in equity securities of U.S. and non-U.S. companies that are engaged in the ARKF Fund’s investment
theme of financial technical (“Fintech”) innovation. A company is deemed to be engaged in the theme of Fintech innovation
if (i) it derives a significant portion of its revenue or market value from the theme of Fintech innovation or (ii) it has stated its
primary business to be in products and services focused on the theme of Fintech innovation. ARK LLC defines “Fintech innovation”
as the introduction of a technologically enabled new product or service that potentially changes the way the financial sector works.
ARK Trust is a registered investment company that consists of numerous
separate investment portfolios, including the ARKF Fund. Information provided to or filed with the SEC by ARK Trust pursuant to the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, can be located by reference to SEC file numbers 333-191019
and 811-22883, respectively, through the SEC’s website at http://www.sec.gov.
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