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 August
9, 2024
Pricing supplement
To prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023 and
product supplement no. 1-I dated April 13, 2023
|
|
Registration Statement No. 333-270004
Dated August , 2024
Rule 424(b)(2)
|
|
$
Callable Step-Up Fixed Rate Notes due August 30, 2044
General
| · | The
notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any payment
on the notes is subject to the credit risk of JPMorgan Chase & Co. |
| · | These
notes are designed for an investor who seeks a fixed income investment, where the interest
rate increases over time as described under “Interest Rate” below, but who is
also willing to accept the risk that the notes will be called prior to the Maturity Date. |
| · | Unless
general interest rates rise significantly, you should not expect to earn the highest scheduled
Interest Rate set forth below because the notes are likely to be called prior to maturity
if interest rates remain the same or fall during the term of your notes. Additionally, the
Interest Rate on the notes does not step up to 10.50% per annum until later in the term of
the notes. See “Selected Risk Considerations” in this pricing supplement. |
| · | These
notes have a long maturity relative to other fixed income products. Longer-dated notes
may be riskier than shorter-dated notes. See “Selected Risk Considerations”
in this pricing supplement. |
| · | At
our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates
specified below. |
| · | The
notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000
thereafter. |
Key Terms
Issuer: |
JPMorgan
Chase & Co. |
Payment at Maturity: |
On the Maturity Date,
we will pay you the principal amount of your notes plus any accrued and unpaid interest, provided that your notes are
outstanding and have not previously been called on any Redemption Date. |
Call Feature: |
On the last calendar
day of February and on the 30th calendar day of August of each year, beginning on August 30, 2026 and ending on February
29, 2044 (each, a “Redemption Date”), we may redeem your notes, in whole but not in part, at a price equal to the principal
amount being redeemed plus any accrued and unpaid interest, subject to the Business Day Convention and the Interest Accrual Convention
described below and in the accompanying product supplement. If we intend to redeem your notes, we will deliver notice
to The Depository Trust Company on any business day after the Original Issue Date that is at least 5 business days before the applicable
Redemption Date. |
Interest: |
Subject to the Interest Accrual Convention, with respect to
each Interest Period, for each $1,000 principal amount note, we will pay you interest in arrears on each Interest Payment Date in
accordance with the following formula:
$1,000 × Interest Rate × Day
Count Fraction. |
Interest Periods: |
The period beginning on and including the Original Issue
Date and ending on but excluding the first Interest Payment Date, and each successive period beginning on and including an Interest
Payment Date and ending on but excluding the next succeeding Interest Payment Date or, if the notes are redeemed prior to that succeeding
Interest Payment Date, ending on but excluding the applicable Redemption Date, subject to the Interest Accrual Convention described
below and in the accompanying product supplement |
Interest Payment Dates: |
Interest on the notes will be payable
in arrears on August 30 of each year, beginning on August 30, 2025 to and including the Maturity Date (each, an “Interest Payment
Date”), subject to any earlier redemption and the Business Day Convention and Interest Accrual Convention described below and
in the accompanying product supplement. |
Interest Rate: |
For the applicable Interest Period,
the Interest Rate on your notes will be equal to: |
|
From
(and including) |
To
(but excluding) |
Interest
Rate |
|
August
30, 2024 |
August
30, 2034 |
5.25%
per annum |
|
August
30, 2034 |
August
30, 2037 |
6.00%
per annum |
|
August
30, 2037 |
August
30, 2040 |
7.00%
per annum |
|
August
30, 2040 |
August
30, 2042 |
8.00%
per annum |
|
August
30, 2042 |
August
30, 2044 |
10.50%
per annum |
|
The first date above refers to the Original
Issue Date. The other dates above refer to originally scheduled Interest Payment Dates. |
Pricing Date: |
August 28, 2024, subject to the Business Day Convention |
Original Issue Date: |
August 30, 2024, subject to the Business Day Convention
(Settlement Date) |
Maturity Date: |
August 30, 2044, subject to the Business Day Convention |
Business Day Convention: |
Following |
Interest Accrual Convention: |
Unadjusted |
Day Count Convention: |
30/360 |
CUSIP: |
48130CQW8 |
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-11 of
the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal
offense.
|
Price
to Public(1)(2) |
Fees
and Commissions(2)(3) |
Proceeds
to Issuer |
Per
note |
$1,000 |
$ |
$ |
Total |
$ |
$ |
$ |
(1) The price to the public includes the estimated cost of hedging our
obligations under the notes through one or more of our affiliates.
(2) With respect to notes sold to eligible institutional investors or
fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser, the price to the public will
not be lower than $950.10 or greater than $1,000 per $1,000 principal amount note. Broker-dealers who purchase the notes for these
accounts may forgo some or all selling commissions related to these sales described in footnote (3) below. The per note price to
the public in the table above assumes a price to the public of $1,000 per $1,000 principal amount note. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
(3) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as
agent for JPMorgan Chase & Co., will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers.
If the notes priced today, the selling commissions would be approximately $16.25 per $1,000 principal amount note and in no event will
these selling commissions exceed $45.00 per $1,000 principal amount note. Broker-dealers who purchase the notes for sales to eligible
institutional investors or fee-based advisory accounts may forgo some or all of these selling commissions. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
The notes are not bank deposits, are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Additional Terms Specific to the Notes
You 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 E medium-term notes of which these notes
are a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with
the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well
as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things,
the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product
supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
| · | Product supplement no.
1-I dated April 13, 2023: |
http://www.sec.gov/Archives/edgar/data/1665650/000121390023029554/ea152829_424b2.pdf
| · | Prospectus supplement and
prospectus, each dated April 13, 2023: |
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As
used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Chase & Co.
Selected Purchase Considerations
| · | PRESERVATION OF CAPITAL
AT MATURITY OR UPON REDEMPTION — We will pay you at least the principal amount
of your notes if you hold the notes to maturity or to the Redemption Date, if any, on which
we elect to call the notes. Because the notes are our unsecured and unsubordinated obligations,
payment of any amount on the notes is subject to our ability to pay our obligations as they
become due. |
| · | PERIODIC INTEREST PAYMENTS
— The notes offer periodic interest payments on each Interest Payment Date at the
applicable Interest Rate, subject to any earlier redemption, and, if the notes are redeemed
on a Redemption Date that is not an Interest Payment Date, on the applicable Redemption Date
at the applicable Interest Rate. Interest, if any, will be paid in arrears on each Interest
Payment Date occurring before any Redemption Date on which the notes are redeemed and, if
so redeemed, on that Redemption Date to the holders of record at the close of business on
the business day immediately preceding the applicable Interest Payment Date. The interest
payments will be based on the Interest Rate listed on the cover of this pricing supplement.
The yield on the notes may be less than the overall return you would receive from a conventional
debt security that you could purchase today with the same maturity as the notes. |
| · | POTENTIAL PERIODIC REDEMPTION
BY US AT OUR OPTION — At our option, we may redeem the notes, in whole but not
in part, on any of the Redemption Dates set forth on the cover of this pricing supplement,
at a price equal to the principal amount being redeemed plus any accrued and unpaid
interest, subject to the Business Day Convention and the Interest Accrual Convention described
on the cover of this pricing supplement and in the accompanying product supplement. Any accrued
and unpaid interest on the notes redeemed will be paid to the person who is the holder of
record of these notes at the close of business on the business day immediately preceding
the applicable Redemption Date. Even in cases where the notes are called before maturity,
noteholders are not entitled to any fees or commissions described on the front cover of this
pricing supplement. |
| · | INSOLVENCY AND RESOLUTION
CONSIDERATIONS — The notes constitute “loss-absorbing capacity” within
the meaning of the final rules (the “TLAC rules”) issued by the Board of Governors
of the Federal Reserve System (the “Federal Reserve”) on December 15, 2016 regarding,
among other things, the minimum levels of unsecured external long-term debt and other loss-absorbing
capacity that certain U.S. bank holding companies, including JPMorgan Chase & Co., are
required to maintain. Such debt must satisfy certain eligibility criteria under the TLAC
rules. If JPMorgan Chase & Co. were to enter into resolution, either in a proceeding
under Chapter 11 of the U.S. Bankruptcy Code or in a receivership administered by the Federal
Deposit Insurance Corporation (the “FDIC”) under Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), holders
of the notes and other debt and equity securities of JPMorgan Chase & Co. will absorb
the losses of JPMorgan Chase & Co. and its affiliates. |
Under Title I of the Dodd-Frank Act
and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase & Co. is required to submit periodically to the Federal
Reserve and the FDIC a detailed plan (the “resolution plan”) for the rapid and orderly resolution of JPMorgan Chase &
Co. and its material subsidiaries under the U.S. Bankruptcy Code and other applicable insolvency laws in the event of material financial
distress or failure. JPMorgan Chase & Co.’s preferred resolution strategy under its resolution plan contemplates that only
JPMorgan Chase & Co. would enter bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code pursuant to a “single
point of entry” recapitalization strategy. JPMorgan Chase & Co.’s subsidiaries would be recapitalized as needed so that
they could continue normal operations or subsequently
Callable Step-Up Fixed Rate Notes | PS-2 |
be wound down in an orderly manner. As a result, JPMorgan
Chase & Co.’s losses and any losses incurred by its subsidiaries would be imposed first on holders of JPMorgan Chase &
Co.’s equity securities and thereafter on unsecured creditors, including holders of the notes and other securities of JPMorgan
Chase & Co. Claims of holders of the notes and those other debt securities would have a junior position to the claims of creditors
of JPMorgan Chase & Co.’s subsidiaries and to the claims of priority (as determined by statute) and secured creditors of JPMorgan
Chase & Co. Accordingly, in a resolution of JPMorgan Chase & Co. under Chapter 11 of the U.S. Bankruptcy Code, holders of the
notes and other debt securities of JPMorgan Chase & Co. would realize value only to the extent available to JPMorgan Chase &
Co. as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries and only after any claims of priority and secured creditors
of JPMorgan Chase & Co. have been fully repaid. If JPMorgan Chase & Co. were to enter into a resolution, none of JPMorgan Chase
& Co., the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.’s preferred resolution strategy under
its resolution plan.
The FDIC has similarly indicated that
a single point of entry recapitalization model could be a desirable strategy to resolve a systemically important financial institution,
such as JPMorgan Chase & Co., under Title II of the Dodd-Frank Act (“Title II”). Pursuant to that strategy, the FDIC
would use its power to create a “bridge entity” for JPMorgan Chase & Co.; transfer the systemically important and viable
parts of JPMorgan Chase & Co.’s business, principally the stock of JPMorgan Chase & Co.’s main operating subsidiaries
and any intercompany claims against such subsidiaries, to the bridge entity; recapitalize those subsidiaries using assets of JPMorgan
Chase & Co. that have been transferred to the bridge entity; and exchange external debt claims against JPMorgan Chase & Co. for
equity in the bridge entity. Under this Title II resolution strategy, the value of the stock of the bridge entity that would be redistributed
to holders of the notes and other debt securities of JPMorgan Chase & Co. may not be sufficient to repay all or part of the principal
amount and interest on the notes and those other securities. To date, the FDIC has not formally adopted a single point of entry resolution
strategy, and it is not obligated to follow such a strategy in a Title II resolution of JPMorgan Chase & Co.
Callable Step-Up Fixed Rate Notes | PS-3 |
Selected Risk Considerations
An investment in the notes involves significant risks. These
risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement.
Risks Relating to the Notes Generally
| · | WE MAY CALL YOUR NOTES
PRIOR TO THEIR SCHEDULED MATURITY DATE — We may choose to call the notes early
or choose not to call the notes early on any Redemption Date in our sole discretion. If the
notes are called early, you will receive the principal amount of your notes plus any
accrued and unpaid interest to, but excluding, the applicable Redemption Date. The aggregate
amount that you will receive through and including the applicable Redemption Date will be
less than the aggregate amount that you would have received had the notes not been called
early. If we call the notes early, your overall return may be less than the yield that the
notes would have earned if you held your notes to maturity and you may not be able to reinvest
your funds at the same rate as the original notes. We may choose to call the notes early,
for example, if U.S. interest rates decrease or do not rise significantly or if volatility
of U.S. interest rates decreases significantly. |
| · | STEP-UP NOTES PRESENT
DIFFERENT INVESTMENT CONSIDERATIONS THAN FIXED RATE NOTES — The rate of interest
paid by us on the notes will increase upward from the initial stated rate of interest of
the notes. The notes are callable by us, in whole but not in part, prior to maturity and,
therefore, are subject to the call risk described above. If we do not call the notes, the
interest rate will step up as described on the cover of this pricing supplement. Unless general
interest rates rise significantly, you should not expect to earn the highest scheduled Interest
Rate set forth on the cover of this pricing supplement because the notes are likely to be
called prior to maturity if interest rates remain the same or fall during the term of your
notes. When determining whether to invest in a step-up fixed rate note, you should not focus
on the highest stated Interest Rate, which usually is the final step-up rate of interest.
You should instead focus on, among other things, the overall annual percentage rate of interest
to maturity or call as compared to other equivalent investment alternatives. |
| · | THE INTEREST RATE OF
THE NOTES DOES NOT STEP UP TO 10.50% PER ANNUM UNTIL LATER IN THE TERM OF THE NOTES —
Unless general interest rates rise significantly, you should not expect to earn the highest
scheduled Interest Rate set forth on the cover of this pricing supplement because the notes
are likely to be called prior to maturity if interest rates remain the same or fall during
the term of your notes. Additionally, the interest rate on the notes does not step
up to 10.50% per annum until later in the term of the notes. If interest rates rise
faster than the incremental increases in the interest rates of the notes, the notes may have
an interest rate that is significantly lower than the interest rates at that time and the
secondary market value of the notes may be significantly lower than other instruments with
a similar term but higher interest rates. In other words, you should purchase the notes
only if you are comfortable receiving the stated interest rates set forth on the cover of
this pricing supplement for the entire term of the notes. |
| · | LONGER-DATED NOTES MAY
BE RISKIER THAN SHORTER-DATED NOTES — By purchasing a note with a longer tenor,
you are more exposed to fluctuations in interest rates than if you purchased a note with
a shorter tenor. The present value of a longer-dated note tends to be more sensitive
to rising interest rates than the present value of a shorter-dated note. If interest
rates rise, the present value of a longer-dated note will fall faster than the present value
of a shorter-dated note. You should purchase these notes only if you are comfortable
with owning a note with a longer tenor. |
| · | CREDIT RISK OF JPMORGAN
CHASE & CO. — The notes are subject to the credit risk of JPMorgan Chase &
Co., and our credit ratings and credit spreads may adversely affect the market value of the
notes. Investors are dependent on JPMorgan Chase & Co.’s ability to pay all amounts
due on the notes. Any actual or potential change in our creditworthiness or credit spreads,
as determined by the market for taking our credit risk, is likely to adversely affect the
value of the notes. If we 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. |
| · | REINVESTMENT RISK —
If we redeem the notes, the term of the notes may be reduced and you will not receive
interest payments after the applicable Redemption Date. There is no guarantee that you would
be able to reinvest the proceeds from an investment in the notes at a comparable return and/or
with a comparable interest rate for a similar level of risk in the event the notes are redeemed
prior to the Maturity Date. |
| · | LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. JPMS intends to offer to purchase
the notes in the secondary market but is not required to do so. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the notes easily.
Because other dealers are not likely to make a secondary market for the notes, the price
at which you may be able to trade your notes is likely to depend on the price, if any, at
which JPMS is willing to buy the notes. |
Risks Relating to Conflicts of Interest
| · | POTENTIAL CONFLICTS
— We and our affiliates play a variety of roles in connection with the issuance
of the notes, including acting as calculation agent and as an agent of the offering of the
notes and hedging our obligations under the notes. In performing these duties, our economic
interests and the economic interests of the calculation agent and other affiliates of ours
are potentially adverse to your interests as an investor in the notes. In addition, our business
activities, including hedging and trading activities for our own accounts or on behalf of
customers, could cause our economic interests to be adverse to yours and could adversely
affect any payment on the notes and the value of the notes. It is possible that hedging or
trading activities of ours or |
Callable Step-Up Fixed Rate Notes | PS-4 |
our affiliates in connection with the notes could result
in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks
Relating to Conflicts of Interest” in the accompanying product supplement for additional information about these risks.
Risks Relating to Secondary Market Prices of the
Notes
| · | CERTAIN BUILT-IN COSTS
ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO MATURITY — While
the payment at maturity described in this pricing supplement is based on the full principal
amount of your notes, the original issue price of the notes includes the agent’s commission,
if any, and the estimated cost of hedging our obligations under the notes through one or
more of our affiliates. As a result, the price, if any, at which JPMS will be willing to
purchase notes from you in secondary market transactions, if at all, will likely be lower
than the original issue price, and any sale prior to the Maturity Date could result in a
substantial loss to you. This secondary market price will also be affected by a number of
factors aside from the agent’s commission, if any, and hedging costs, including those
referred to under “— Many Economic and Market Factors Will Impact the Value of
the Notes” below. |
The notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
| · | MANY ECONOMIC AND MARKET
FACTORS WILL IMPACT THE VALUE OF THE NOTES — The notes will be affected by a number
of economic and market factors that may either offset or magnify each other, including but
not limited to: |
| · | any actual or potential
change in our creditworthiness or credit spreads; |
| · | the time to maturity
of the notes; |
| · | interest and yield
rates in the market generally, as well as the volatility of those rates; and |
| · | the likelihood, or
expectation, that the notes will be redeemed by us, based on prevailing market interest rates
or otherwise. |
Callable Step-Up Fixed Rate Notes | PS-5 |
Hypothetical Examples of Calculation of the
Interest Rate on the Notes for an Interest Period
The following examples illustrate how the hypothetical Interest
Rate for an Interest Period is calculated if we choose to call the notes early or choose not to call the notes early on any Redemption
Date in our sole discretion, assuming that, except as specified below, the Day Count Fraction for the applicable Interest Period is equal
to 360 / 360. The actual Day Count Fraction for an Interest Period will be calculated in the manner set forth in the accompanying product
supplement. The hypothetical Interest Rates in the following examples are for illustrative purposes only and may not correspond to the
actual Interest Rates for any Interest Period applicable to a purchaser of the notes. The numbers appearing in the following examples
have been rounded for ease of analysis.
Example 1: If we choose to call the notes early on a Redemption
Date and the Redemption Date is February 28, 2029, we will pay you $1,000 for each $1,000 principal amount note plus any accrued
and unpaid interest at an Interest Rate equal to 5.25% per annum. Because the Redemption Date occurs prior to the end of the Interest
Period, that Interest Period will now end on but exclude the Redemption Date. Therefore, assuming the Day Count Fraction for this shortened
Interest Period is 180 / 360, the interest payment per $1,000 principal amount note on the Redemption Date will be calculated as follows:
$1,000 × 5.25% × (180 / 360)
= $26.25
We will pay you a principal payment of $1,000 for each $1,000 principal
amount note on the Redemption Date. Therefore, you will receive $1,026.25 for each $1,000 principal amount note ($1,000 of principal
plus $26.25 of interest) on the Redemption Date, but you will not receive any further interest or principal payments from us.
Example 2: If we choose not to call the notes early
on any prior Redemption Date and on the Redemption Date corresponding to the Interest Payment Date and the Interest Payment Date is August
30, 2035, we will pay you any accrued and unpaid interest on the applicable Interest Payment Date at an Interest Rate equal to 6.00%
per annum. Therefore, the interest payment per $1,000 principal amount note will be calculated as follows:
$1,000 × 6.00% × (360 / 360)
= $60.00
We will pay you an interest payment of $60.00 for each $1,000
principal amount note on that Interest Payment Date. Because the notes have not been called, you will be entitled to receive additional
interest payments until the Maturity Date or, if the notes are redeemed earlier, the applicable Redemption Date. You will also receive
a payment of principal on the Maturity Date or, if the notes are redeemed early, the applicable Redemption Date.
Example 3: If we choose not to call the notes prior
to the Maturity Date and today is the Maturity Date, we will pay you $1,000 for each $1,000 principal amount note plus any
accrued and unpaid interest on the Maturity Date at an Interest Rate equal to 10.50% per annum. Therefore, the interest payment per $1,000
principal amount note on the Maturity Date will be calculated as follows:
$1,000 × 10.50% × (360 / 360)
= $105.00
We will pay you a principal payment of $1,000 for each $1,000
principal amount note on the Maturity Date. Therefore, you will receive $1,105.00 for each $1,000 principal amount note ($1,000 of principal
plus $105.00 of interest) on the Maturity Date, and you will not receive any further interest or principal payments from us.
The hypothetical payments on these notes shown above apply
only if you hold the notes for their entire term or until earlier redemption. These hypotheticals do not reflect fees or expenses
that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical payments shown
above would likely be lower.
Callable Step-Up Fixed Rate Notes | PS-6 |
Tax Treatment
You should review carefully the section in the accompanying
product supplement no. 1-I entitled “Material U.S. Federal Income Tax Consequences,” focusing particularly on the section
entitled “— Tax Consequences to U.S. Holders — Notes Treated as Debt Instruments and That Have a Term of More than
One Year — Notes Treated as Debt Instruments But Not Contingent Payment Debt Instruments — Notes Treated as Debt Instruments
That Provide for Fixed Interest Payments at Multiple Rates.” The following, when read in combination with those sections, constitutes
the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences
of owning and disposing of the notes. Our special tax counsel is of the opinion that the notes will be treated as step-up fixed-rate
debt instruments issued without original issue discount.
Supplemental Plan of Distribution
With respect to notes sold to eligible institutional investors
or fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser, the price to the public
will not be lower than $950.10 or greater than $1,000 per $1,000 principal amount note. Broker-dealers who purchase the notes for
these accounts may forgo some or all selling commissions related to these sales described below. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
JPMS, acting as agent for JPMorgan Chase & Co., will pay
all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. If the notes priced today, the
selling commissions would be approximately $16.25 per $1,000 principal amount note and in no event will these selling commissions exceed
$45.00 per $1,000 principal amount note. Broker-dealers who purchase the notes for sales to eligible institutional investors or
fee-based advisory accounts may forgo some or all of these selling commissions. See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement.
Callable Step-Up Fixed Rate Notes | PS-7 |
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