Additional
Information about JPMorgan Financial, JPMorgan Chase & Co. and the Securities
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You may revoke your offer to purchase the Securities at any
time prior to the time at which we accept such offer by notifying the agent. We reserve the right to change the terms of, or reject
any offer to purchase, the Securities prior to their issuance. In the event of any changes to the terms of the Securities, 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
Securities are a part, and the more detailed information contained in the accompanying product supplement and the accompanying
underlying supplement. This pricing supplement, together with the documents listed below, contains the terms of the Securities
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, the accompanying product supplement and the accompanying underlying
supplement, as the Securities involve risks not associated with conventional debt securities.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, the “Issuer,” “JPMorgan
Financial,” “we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.
Supplemental
Terms of the Securities
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For purposes of the accompanying product supplement, the SPDR®
Gold Trust is a “Fund.”
The Securities are not commodity futures contracts or swaps
and are not regulated under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”).
The Securities are offered pursuant to an exemption from regulation under the Commodity Exchange Act, commonly known as the hybrid
instrument exemption, that is available to securities that have one or more payments indexed to the value, level or rate of one
or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not afforded any protection provided by
the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission.
Investor
Suitability
The Securities may be suitable for you if, among other considerations:
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You fully understand the risks inherent in an investment in the
Securities, including the risk of loss of your entire principal amount.
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You can tolerate a loss of all or a substantial portion of your
investment and are willing to make an investment that has the same downside market risk as a hypothetical investment in the Underlying.
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You believe the price of the Underlying will increase over the term
of the Securities and that the appreciation is unlikely to exceed an amount equal to the Maximum Gain indicated on the cover hereof
(the actual Maximum Gain will be finalized on the Trade Date and provided in the pricing supplement and will not be less than the
bottom of the range indicated on the cover hereof).
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You understand and accept that your potential return is limited
by the Maximum Gain and you would be willing to invest in the Securities if the Maximum Gain were set equal to the bottom of the
range indicated on the cover hereof.
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You can tolerate fluctuations in the price of the Securities prior
to maturity that may be similar to or exceed the downside price fluctuations of the Underlying.
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You do not seek current income from your investment.
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You are willing and able to hold the Securities to maturity.
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You accept that there may be little or no secondary market for the
Securities and that any secondary market will depend in large part on the price, if any, at which J.P. Morgan Securities LLC, which
we refer to as JPMS, is willing to trade the Securities.
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You understand and accept the risks associated with the Underlying.
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You are willing to assume the credit risks of JPMorgan Financial
and JPMorgan Chase & Co. for all payments under the Securities, and understand that if JPMorgan Financial and JPMorgan Chase
& Co. default on their obligations, you may not receive any amounts due to you including any repayment of principal.
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The Securities may not be suitable for you if, among other
considerations:
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You do not fully understand the risks inherent in an investment
in the Securities, including the risk of loss of your entire principal amount.
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You require an investment designed to provide a full return of principal
at maturity.
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You cannot tolerate a loss of all or a substantial portion of your
investment, or you are not willing to make an investment that has the same downside market risk as a hypothetical investment in
the Underlying.
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You believe the price of the Underlying will decline over the term
of the Securities, or you believe the Underlying will appreciate over the term of the Securities by more than the Maximum Gain
indicated on the cover hereof (the actual Maximum Gain will be finalized on the Trade Date and provided in the pricing supplement
and will not be less than the bottom of the range indicated on the cover hereof).
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You seek an investment that has unlimited return potential without
a cap on appreciation.
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You would be unwilling to invest in the Securities if the Maximum
Gain were set equal to the bottom of the range indicated on the cover hereof.
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You cannot tolerate fluctuations in the price of the Securities
prior to maturity that may be similar to or exceed the downside price fluctuations of the Underlying.
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You seek current income from your investment.
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You are unwilling or unable to hold the Securities to maturity or
seek an investment for which there will be an active secondary market.
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You do not understand or accept the risks associated with the Underlying.
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You are not willing to assume the credit risks of JPMorgan Financial
and JPMorgan Chase & Co. for all payments under the Securities, including any repayment of principal.
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The suitability considerations identified above are not
exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully
considered the suitability of an investment in the Securities in light of your particular circumstances. You should also review
carefully the “Key Risks” section of this pricing supplement and the “Risk Factors” sections of the accompanying
prospectus supplement, the accompanying product supplement and the accompanying underlying supplement for risks related to an investment
in the Securities. For more information on the Underlying, please see the section titled “The Underlying” below.
Indicative
Terms
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Issuer:
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JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
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Guarantor:
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JPMorgan Chase & Co.
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Issue Price:
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$10.00 per Security (subject to a minimum purchase of 100 Securities or $1,000)
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Principal Amount:
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$10.00 per Security. The payment at maturity will be based on the principal amount.
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Underlying:
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SPDR® Gold Trust
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Term1:
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Approximately 14 months
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Payment at Maturity (per $10 principal amount Security):
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If the Underlying Return is positive, JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return
× Upside Gearing)
provided, however, that in no event will JPMorgan Financial
pay you at maturity an amount greater than:
$10.00 + ($10.00 × Maximum Gain)
If the Underlying Return is zero, JPMorgan Financial
will pay you a cash payment at maturity of $10.00 per $10 principal amount Security.
If the Underlying Return is negative, JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return)
In this scenario, you will be exposed to the decline of
the Underlying and you will lose some or all of your principal amount in an amount proportionate to the negative Underlying Return.
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Underlying Return:
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(Final Value – Initial Value)
Initial Value
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Upside Gearing:
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3.00
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Maximum Gain:
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Between 22.50% and 25.00%. The actual Maximum Gain will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 22.50%. In no event will the return on the Principal Amount be greater than the Maximum Gain.
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Initial Value:
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The closing price of one share of the Underlying on the Trade Date
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Final Value:
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The closing price2 of one share of the Underlying on the Final Valuation Date
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Share Adjustment
Factor2:
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The Share Adjustment Factor is referenced in determining the closing price of one share of the Underlying. The Share Adjustment Factor is set initially at 1.0 on the Trade Date.
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1 See footnote 1 under “Key Dates” on the front cover
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2 The closing price and the Share Adjustment Factor of the Underlying are subject to adjustments in the case of certain events described in the accompanying product supplement under “The Underlyings — Funds — Anti-Dilution Adjustments.”
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Investment
Timeline
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Trade Date
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The Initial Value is observed. The Maximum Gain is determined.
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Maturity Date
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The Final Value and the Underlying Return are determined.
If the Underlying Return is positive, JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return
×
Upside Gearing)
provided, however, that in no event will you receive
at maturity an amount greater than:
$10.00 + ($10.00 × Maximum Gain)
If the Underlying Return is zero, JPMorgan Financial
will pay you a cash payment at maturity of $10.00 per $10 principal amount Security.
If the Underlying Return is negative, JPMorgan Financial
will pay you a cash payment at maturity per $10 principal amount Security equal to:
$10.00 + ($10.00 × Underlying Return)
Under these circumstances, you will be exposed to the decline
of the Underlying and you will lose some or all of your principal amount.
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INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
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What
Are the Tax Consequences of the Securities?
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You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-I. 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 Securities.
Based on current market conditions, in the opinion of our special
tax counsel it is reasonable to treat the Securities 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, subject to the possible application of the “constructive ownership” rules, the
gain or loss on your Securities should be treated as long-term capital gain or loss if you hold your Securities for more than a
year, whether or not you are an initial purchaser of Securities at the issue price. The Securities could be treated as “constructive
ownership transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the
Securities that would otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital
gain” (as defined in Section 1260) would be treated as ordinary income, and a notional interest charge would apply as if
that income had accrued for tax purposes at a constant yield over your holding period for the Securities. In addition, long-term
capital gain that you would otherwise recognize in respect of your Securities up to the amount of the “net underlying long-term
capital gain” could, if you are an individual or other non-corporate investor, be subject to tax at the higher rates applicable
to “collectibles” instead of the general rates that apply to long-term capital gain. Our special tax counsel has not
expressed an opinion with respect to whether the constructive ownership rules apply to the Securities. Accordingly, U.S. Holders
should consult their tax advisers regarding the potential application of the constructive ownership rules.
The IRS or a court may not respect the treatment of the Securities
described above, in which case the timing and character of any income or loss on your Securities 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 described above. 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 Securities, possibly with retroactive effect. You should consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the Securities, including the potential application of the
constructive ownership rules, 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”). Because the SPDR® Gold Trust is not
a corporation for U.S. federal income tax purposes, Section 871(m) does not apply to the Securities.
An investment in the Securities involves significant risks.
Investing in the Securities is not equivalent to investing directly in the Underlying. These risks are explained in more detail
in the “Risk Factors” sections of the accompanying prospectus supplement, the accompanying product supplement and the
accompanying underlying supplement. We also urge you to consult your investment, legal, tax, accounting and other advisers before
you invest in the Securities.
Risks Relating to the Securities Generally
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Your Investment in the Securities May Result in a Loss —
The Securities differ from ordinary debt securities in that we will not necessarily repay the full principal amount of the Securities.
We will pay you the principal amount of your Securities in cash only if the Final Value has not declined below the Initial Value.
If the Underlying Return is negative, you will lose some or all of your principal amount in an amount proportionate to the negative
Underlying Return. Accordingly, you could lose up to your entire principal amount.
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Credit Risks of JPMorgan Financial and JPMorgan Chase & Co.
— The Securities are unsecured and unsubordinated debt obligations of the Issuer, JPMorgan Chase Financial Company LLC, the
payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. The Securities will rank pari passu
with all of our other unsecured and unsubordinated obligations, and the related guarantee JPMorgan Chase & Co. will rank pari
passu with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated obligations. The Securities and related
guarantees are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities,
including any repayment of principal, depends on the ability of JPMorgan Financial and JPMorgan Chase & Co. to satisfy their
obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Financial and JPMorgan Chase &
Co. may affect the market value of the Securities and, in the event JPMorgan Financial and JPMorgan Chase & Co. were to default
on their obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire
investment.
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As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations
and Limited Assets — As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the
issuance and administration of our securities. 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 Securities. If these affiliates
do not make payments to us and we fail to make payments on the Securities, 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.
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The Appreciation Potential of the Securities Is Limited by the Maximum
Gain — The appreciation potential of the Securities is limited by the Maximum Gain. The Maximum Gain will be finalized
on the Trade Date and provided in the pricing supplement and will not be less than the bottom of the range indicated on the front
cover of this pricing supplement. Accordingly, the appreciation potential of the Securities will be limited by the Maximum Gain
even if the Underlying Return times the Upside Gearing is greater than the Maximum Gain.
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The Upside Gearing Applies Only If You Hold the Securities to Maturity
— You should be willing to hold your Securities to maturity. If you are able to sell
your Securities prior to maturity in the secondary market, if any, the price you receive likely will not reflect the full economic
value of the Upside Gearing or the Securities themselves, and the return you realize may be less than the product of the performance
of the Underlying and the Upside Gearing and may be less than the Underlying return, even if that return is positive and does not
exceed the Maximum Gain. You can receive the full benefit of the Upside Gearing, subject to the Maximum Gain, only if you hold
your Securities to maturity.
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No Interest Payments — JPMorgan Financial will not make
any interest payments to you with respect to the Securities.
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Potential Conflicts — We and our affiliates play a variety
of roles in connection with the issuance of the Securities, including acting as calculation agent and hedging our obligations under
the Securities and making the assumptions used to determine the pricing of the Securities and the estimated value of the Securities
when the terms of the Securities are set, which we refer to as the estimated value of the Securities. 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 Securities. 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 Securities and the value of the Securities. It is possible
that hedging or trading activities of ours or our affiliates in connection with the Securities could result in substantial returns
for us or our affiliates while the value of the Securities declines. Please refer to “Risk Factors — Risks Relating
to Conflicts of Interest” in the accompanying product supplement for additional information about these risks.
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In addition, the benchmark price of
the Underlying’s Underlying Commodity (as defined under “The Underlying” below) is administered by the London
Bullion Market Association (“LBMA”) or an independent service provider appointed by the LBMA, and we are, or one of
our affiliates is, a price participant that contributes to the determination of that price. We and our affiliates will have no
obligation to consider your interests as a holder of the Securities in taking any actions in connection with our roles as a price
participant that might affect the Underlying or the Securities.
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The Probability That the Final Value Will Fall Below the Initial
Value on the Final Valuation Date Will Depend on the Volatility of the Underlying — “Volatility” refers to
the frequency and magnitude of changes in the price of the Underlying. Greater expected volatility with respect to the Underlying
reflects a higher expectation as of the Trade Date that the Underlying could close below the Initial Value on the Final Valuation
Date of the Securities, resulting in the loss of some or all of your investment. However,
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the Underlying’s
volatility can change significantly over the term of the Securities. The price of the Underlying could fall sharply, which could
result in a significant loss of principal.
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The Estimated Value of the Securities Will Be Lower Than the Original
Issue Price (Price to Public) of the Securities — The estimated value of the Securities is only an estimate determined
by reference to several factors. The original issue price of the Securities will exceed the estimated value of the Securities because
costs associated with structuring and hedging the Securities are included in the original issue price of the Securities. These
costs include the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the Securities and the estimated cost of hedging our obligations under the Securities. See “The Estimated Value of
the Securities” in this pricing supplement.
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The Estimated Value of the Securities Does Not Represent Future
Values of the Securities and May Differ from Others’ Estimates — The estimated value of the Securities is determined
by reference to internal pricing models of our affiliates when the terms of the Securities are set. This estimated value of the
Securities is based on market conditions and other relevant factors existing at that time and assumptions about market parameters,
which can include volatility, interest rates and other factors. Different pricing models and assumptions could provide valuations
for the Securities that are greater than or less than the estimated value of the Securities. 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
Securities 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 Securities from you in secondary market transactions. See “The Estimated Value of the Securities” in
this pricing supplement.
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The Estimated Value of the Securities Is Derived by Reference to
an Internal Funding Rate — The internal funding rate used in the determination of the estimated value of the Securities
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 Securities as well as the higher issuance, operational and ongoing liability management costs of the Securities 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 Securities. The use of an internal funding rate and any potential changes to that rate
may have an adverse effect on the terms of the Securities and any secondary market prices of the Securities. See “The Estimated
Value of the Securities” in this pricing supplement.
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The Value of the Securities as Published by JPMS (and Which May
Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited
Time Period — We generally expect that some of the costs included in the original issue price of the Securities will
be partially paid back to you in connection with any repurchases of your Securities by JPMS in an amount that will decline to zero
over an initial predetermined period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated
hedging costs and our internal secondary market funding rates for structured debt issuances. See “Secondary Market Prices
of the Securities” in this pricing supplement for additional information relating to this initial period. Accordingly, the
estimated value of your Securities during this initial period may be lower than the value of the Securities as published by JPMS
(and which may be shown on your customer account statements).
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Secondary Market Prices of the Securities Will Likely Be Lower Than
the Original Issue Price of the Securities — Any secondary market prices of the Securities will likely be lower than
the original issue price of the Securities 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 projected hedging
profits, if any, and estimated hedging costs that are included in the original issue price of the Securities. As a result, the
price, if any, at which JPMS will be willing to buy Securities 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 Securities.
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The Securities are not designed to
be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity. See “—
Lack of Liquidity” below.
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Many Economic and Market Factors Will Impact the Value of the Securities
— As described under “The Estimated Value of the Securities” in this pricing supplement, the Securities can
be thought of as securities that combine a fixed-income debt component with one or more derivatives. As a result, the factors that
influence the values of fixed-income debt and derivative instruments will also influence the terms of the Securities at issuance
and their value in the secondary market. Accordingly, the secondary market price of the Securities 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 projected hedging profits,
if any, estimated hedging costs and the price of one share of the Underlying, including:
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any actual or potential change in our or JPMorgan Chase & Co.’s
creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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our internal secondary market funding rates for structured debt issuances;
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the actual and expected volatility in the price of one share of the
Underlying;
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supply and demand trends for the Underlying Commodity;
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the time to maturity of the Securities;
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the occurrence of certain events affecting the Underlying that may
or may not require an adjustment to the closing price and the Share Adjustment Factor of the Underlying;
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interest and yield rates in the market generally; and
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a variety of other economic, financial, political, regulatory, geographical
and judicial events.
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Additionally, independent pricing vendors
and/or third party broker-dealers may publish a price for the Securities, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the Securities, if any, at which JPMS may be willing to purchase
your Securities in the secondary market.
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Investing in the Securities Is Not Equivalent to Investing in the
Underlying or the Commodities Held by the Underlying — Investing in the Securities is not equivalent to investing in
the Underlying or the commodities held by the Underlying. As an investor in the Securities, you will not have any ownership interest
or rights in the Underlying or the commodities held by the Underlying, such as voting rights.
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No Affiliation with the Underlying — We are not affiliated
with the Underlying. We have not independently verified the information about the Underlying contained in this pricing supplement.
You should make your own investigation into the Underlying. We are not responsible for the public disclosure of information by
the Underlying, whether contained in SEC filings or otherwise.
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Lack of Liquidity — The Securities will not be listed
on any securities exchange. JPMS intends to offer to purchase the Securities 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 Securities easily.
Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade
your Securities is likely to depend on the price, if any, at which JPMS is willing to buy the Securities.
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Potentially Inconsistent Research, Opinions or Recommendations by
JPMS, UBS or Their Affiliates — JPMS, UBS or their affiliates may publish research, express opinions or provide recommendations
that are inconsistent with investing in or holding the Securities, and that may be revised at any time. Any such research, opinions
or recommendations may or may not recommend that investors buy or hold investments linked to the Underlying and could affect the
value of the Underlying, and therefore the market value of the Securities.
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Tax Treatment — Significant aspects of the tax treatment
of the Securities are uncertain. You should consult your tax adviser about your tax situation.
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Potential JPMorgan Financial Impact on the Market Price of the Underlying
— Trading or transactions by JPMorgan Financial or its affiliates in the Underlying or in futures, options or other derivative
products on the Underlying may adversely affect the market value of the Underlying and, therefore, the market value of the Securities.
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The Final Terms and Valuation of the Securities
Will Be Finalized on the Trade Date and Provided in the Pricing Supplement — The final terms of the Securities will be
based on relevant market conditions when the terms of the Securities are set and will be finalized on the Trade Date and provided
in the pricing supplement. In particular, each of the estimated value of the Securities and the Maximum Gain will be finalized
on the Trade Date and provided in the pricing supplement, and each may be as low as the applicable minimum set forth on the cover
of this pricing supplement. Accordingly, you should consider your potential investment in the Securities based on the minimums
for the estimated value of the Securities and the Maximum Gain.
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Risks Relating to the Underlying
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The Underlying Is Not an Investment Company or Commodity Pool and
Will Not Be Subject to Regulation Under the Investment Company Act of 1940, as Amended, or the Commodity Exchange Act —
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
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There Are Risks Associated with the Underlying
— Although shares of the Underlying are listed for trading
on a securities exchange and a number of similar products have been trading on a securities exchange for varying periods of time,
there is no assurance that an active trading market will continue for the shares of the Underlying or that there will be liquidity
in the trading market.
|
|
t
|
The Performance and Market Value of the
Underlying, Particularly During Periods of Market Volatility, May Not Correlate with the Performance of the Underlying’s
Underlying Commodity as well as the Net Asset Value per Share —
The Underlying does not fully replicate the performance of its Underlying Commodity due to the fees and expenses charged by the
Fund or by restrictions on access to its Underlying Commodity due to other circumstances. The Underlying does not generate any
income, and as the Underlying regularly sells its Underlying Commodity to pay for ongoing expenses, the amount of its Underlying
Commodity represented by each share gradually declines over time. The Underlying sells its Underlying Commodity to pay expenses
on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the price
of its Underlying Commodity. The sale by the Underlying of its Underlying Commodity to pay expenses at a time of low prices for
its Underlying Commodity could adversely affect the value of the Securities. Additionally, there is a risk that part or all of
the Underlying’s holdings in its Underlying Commodity could be lost, damaged or stolen. Access to the Underlying’s
Underlying Commodity could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack).
All of these factors may lead to a lack of correlation between the performance of the Underlying and its Underlying Commodity.
In addition, because the shares of the Underlying are traded on a securities exchange and are subject to market supply and investor
demand, the market value of one share of the Underlying may differ from the net asset value per share of the Underlying.
|
During periods of market volatility,
the Underlying’s Underlying Commodity may be unavailable in the secondary market, market participants may be unable to calculate
accurately the net asset value per share of the Underlying and the liquidity of the Underlying
may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem
shares of the Underlying. Further, market volatility may adversely affect, sometimes materially, the prices at which market
participants are willing to buy and sell shares of the Underlying. As a result, under these circumstances, the market value
of shares of the Underlying may vary substantially from the net asset value per share of the Underlying. For all of the
foregoing reasons, the performance of the Underlying may not correlate with the performance of its Underlying Commodity as well
as the net asset value per share of the Underlying, which could materially and adversely affect the value of the Securities in
the secondary market and/or reduce any payment on the Securities.
|
t
|
Risks Associated
with Gold — The investment objective of the Underlying
is to reflect the performance of the price of gold bullion, less the expenses of the Underlying’s operations. The price of
gold is primarily affected by the global demand for and supply of gold. The market for gold bullion is global, and gold prices
are subject to volatile price movements over short periods of time and are affected by numerous factors, including macroeconomic
factors, such as the structure of and confidence in the global monetary system, expectations regarding the future rate of inflation,
the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is usually quoted), interest
rates, gold borrowing and lending rates and global or regional economic, financial, political, regulatory, judicial or other events.
Gold prices may be affected by industry factors, such as industrial and jewelry demand as well as lending, sales and purchases
of gold by the official sector, including central banks and other governmental agencies and multilateral institutions that hold
gold. Additionally, gold prices may be affected by levels of gold production, production costs and short-term changes in supply
and demand due to trading activities in the gold market. From time to time, above-ground inventories of gold may also influence
the market. It is not possible to predict the aggregate effect of all or any combination of these factors. The price of gold has
recently been, and may continue to be, extremely volatile.
|
|
t
|
Risks Relating to Commodities Trading on the LBMA — The
investment objective of the Underlying is to reflect the performance of the price of gold bullion, less the expenses of the Underlying's
operations. The price of gold is determined by the LBMA or an independent service provider appointed by the LBMA. The LBMA is a
self-regulatory association of bullion market participants. Although all market-making members of the LBMA are supervised by the
Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If the LBMA should
cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of regulation
currently not in place, the role of the LBMA gold price as a global benchmark for the value of gold may be adversely affected.
The LBMA is a principals' market, which operates in a manner more closely analogous to an over-the-counter physical commodity market
than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of LBMA trading.
For example, there are no daily price limits on the LBMA which would otherwise restrict fluctuations in the prices of LBMA contracts.
In a declining market, it is possible that prices would continue to decline without limitation within a trading day or over a period
of trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA gold price, which could adversely
affect the value of the Securities. The LBMA, or an independent service provider appointed by the LBMA, will have no obligation
to consider your interests in calculating or revising the LBMA gold price.
|
|
t
|
Single Commodity Prices Tend to Be More Volatile Than, and May Not
Correlate with, the Prices of Commodities Generally — The Underlying is linked to a single commodity and not to a diverse
basket of commodities or a broad-based commodity index. The Underlying's Underlying Commodity may not correlate to the price of
commodities generally and may diverge significantly from the prices of commodities generally. As a result, the Securities carry
greater risk and may be more volatile than Securities linked to the prices of more commodities or a broad-based commodity index.
|
|
t
|
Anti-Dilution Protection Is Limited —
Although the calculation agent will adjust the closing price of one share of the Underlying for certain events affecting the Underlying,
the calculation agent is not required to make an adjustment for every event that can affect the Underlying. If an event occurs
that does not require the calculation agent to adjust the closing price of one share of the Underlying, the market value of your
Securities and any payment on the Securities may be materially and adversely affected.
|
Hypothetical
Examples and Return Table
|
Hypothetical terms only. Actual terms
may vary. See the cover page for actual offering terms.
The following table and hypothetical examples below illustrate
the payment at maturity per $10.00 principal amount Security for a hypothetical range of Underlying Returns from -100.00% to +100.00%
on an offering of the Securities linked to a hypothetical Underlying, and assume a hypothetical Initial Value of $100, a hypothetical
Upside Gearing of 1.50 and a hypothetical Maximum Gain of 12.00%. The hypothetical Initial Value of $100 has been chosen for illustrative
purposes only and may not represent a likely actual Initial Value. The actual Initial Value will be based on the closing price
of one share of the Underlying on the Trade Date and will be provided in the pricing supplement. For historical data regarding
the actual closing prices of one share of the Underlying, please see the historical information set forth under “The Underlying”
in this pricing supplement. The actual Upside Gearing is specified on the cover of this pricing supplement. The actual Maximum
Gain will be finalized on the Trade Date and provided in the pricing supplement. The hypothetical payment at maturity examples
set forth below are for illustrative purposes only and may not be the actual returns applicable to a purchaser of the Securities.
The actual payment at maturity may be more or less than the amounts displayed below and will be determined based on the actual
terms of the Securities, including the Upside Gearing, the Initial Value and the Maximum Gain to be finalized on the Trade Date
and provided in the pricing supplement and the Final Value on the Final Valuation Date. You should consider carefully whether the
Securities are suitable to your investment goals. The numbers appearing in the table below have been rounded for ease of analysis.
Final Value
|
Underlying Return (%)
|
Payment at Maturity ($)
|
Return at Maturity per
$10.00 issue price (%)
|
$200.00
|
100.00%
|
$11.20
|
12.00%
|
$190.00
|
90.00%
|
$11.20
|
12.00%
|
$180.00
|
80.00%
|
$11.20
|
12.00%
|
$170.00
|
70.00%
|
$11.20
|
12.00%
|
$160.00
|
60.00%
|
$11.20
|
12.00%
|
$150.00
|
50.00%
|
$11.20
|
12.00%
|
$140.00
|
40.00%
|
$11.20
|
12.00%
|
$130.00
|
30.00%
|
$11.20
|
12.00%
|
$120.00
|
20.00%
|
$11.20
|
12.00%
|
$110.00
|
10.00%
|
$11.20
|
12.00%
|
$108.00
|
8.00%
|
$11.20
|
12.00%
|
$106.00
|
6.00%
|
$10.90
|
9.00%
|
$104.00
|
4.00%
|
$10.60
|
6.00%
|
$102.00
|
2.00%
|
$10.30
|
3.00%
|
$100.00
|
0.00%
|
$10.00
|
0.00%
|
$95.00
|
-5.00%
|
$9.50
|
-5.00%
|
$90.00
|
-10.00%
|
$9.00
|
-10.00%
|
$80.00
|
-20.00%
|
$8.00
|
-20.00%
|
$70.00
|
-30.00%
|
$7.00
|
-30.00%
|
$60.00
|
-40.00%
|
$6.00
|
-40.00%
|
$50.00
|
-50.00%
|
$5.00
|
-50.00%
|
$40.00
|
-60.00%
|
$4.00
|
-60.00%
|
$30.00
|
-70.00%
|
$3.00
|
-70.00%
|
$20.00
|
-80.00%
|
$2.00
|
-80.00%
|
$10.00
|
-90.00%
|
$1.00
|
-90.00%
|
$0.00
|
-100.00%
|
$0.00
|
-100.00%
|
Example 1 — The price of the Underlying increases by
2% from the Initial Value of $100 to the Final Value of $102.
Because the Upside Gearing of 1.50 times the Underlying Return
of 2% is less than the Maximum Gain of 12.00%, JPMorgan Financial will pay you your principal amount plus a return equal
to the Underlying Return times the Upside Gearing, resulting in a payment at maturity of $10.30 per $10 principal amount
Security, calculated as follows:
$10.00 + ($10.00 × Underlying Return
× Upside Gearing)
$10.00 + ($10.00 × 2% × 1.50) = $10.30
Example 2 — The price of the Underlying increases by
10% from the Initial Value of $100 to the Final Value of $110.
Because the Upside Gearing of 1.50 times the Underlying Return
of 10% is greater than the Maximum Gain of 12.00%, JPMorgan Financial will pay you your principal amount plus a return equal
to the Maximum Gain of 12.00%, resulting in a payment at maturity of $11.20 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Maximum Gain)
$10.00 + ($10.00 × 12.00%) = $11.20
Example 3 — The price of the Underlying increases by
40% from the Initial Value of $100 to the Final Value of $140.
Because the Upside Gearing of 1.50 times the Underlying Return
of 40% is significantly greater than the Maximum Gain of 12.00%, JPMorgan Financial will pay you your principal amount plus
a return equal to only the Maximum Gain of 12.00%, resulting in a payment at maturity of $11.20 per $10 principal amount Security,
calculated as follows:
$10.00 + ($10.00 × Maximum Gain)
$10.00 + ($10.00 × 12.00%) = $11.20
Example 4 — The price of the Underlying decreases by
40% from the Initial Value of $100 to the Final Value of $60.
Because the Underlying Return is -40%, JPMorgan Financial will
pay you a payment at maturity of $6.00 per $10 principal amount Security, calculated as follows:
$10.00 + ($10.00 × Underlying Return)
$10.00 + ($10.00 × -40.00%) = $6.00
If the Underlying Return is negative, investors will be
exposed to the negative Underlying Return at maturity, resulting in a loss of principal that is proportionate to the Underlying’s
decline from the Initial Value to the Final Value. Investors could lose some or all of their principal amount.
The hypothetical returns and hypothetical payments on the Securities
shown above apply only if you hold the Securities 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.
The SPDR® Gold Trust is an investment trust sponsored
by World Gold Trust Services, LLC. The investment objective of the SPDR® Gold Trust is for its shares to reflect
the performance of the price of gold bullion, less the expenses of the SPDR® Gold Trust’s operations. The
SPDR® Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR®
Gold Trust. For additional information about the SPDR® Gold Trust, see “Fund Descriptions — The SPDR®
Gold Trust” in the accompanying underlying supplement.
Historical Information
The following table sets forth the quarterly high and low closing
prices of one share of the Underlying, based on daily closing prices of one share of the Underlying as reported by the Bloomberg
Professional® service (“Bloomberg”), without independent verification. The information given below is
for the four calendar quarters in each of 2015, 2016, 2017, 2018 and 2019 and the first, second and third calendar quarters of
2020. Partial data is provided for the fourth calendar quarter of 2020. The closing price of one share of the Underlying on October
19, 2020 was $178.39. The actual Initial Value of the Underlying will be the closing price of one share of the Underlying on the
Trade Date. We obtained the closing prices of one share of the Underlying above and below from Bloomberg, without independent verification.
The closing prices above and below may have been adjusted by Bloomberg for certain actions, such as stock splits. You should not
take the historical prices of one share of the Underlying as an indication of future performance.
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Close
|
1/1/2015
|
3/31/2015
|
$125.23
|
$110.21
|
$113.66
|
4/1/2015
|
6/30/2015
|
$117.53
|
$112.24
|
$112.37
|
7/1/2015
|
9/30/2015
|
$112.06
|
$103.93
|
$106.86
|
10/1/2015
|
12/31/2015
|
$113.81
|
$100.50
|
$101.46
|
1/1/2016
|
3/31/2016
|
$121.50
|
$102.89
|
$117.64
|
4/1/2016
|
6/30/2016
|
$126.68
|
$115.62
|
$126.47
|
7/1/2016
|
9/30/2016
|
$130.52
|
$124.78
|
$125.64
|
10/1/2016
|
12/31/2016
|
$125.32
|
$107.34
|
$109.61
|
1/1/2017
|
3/31/2017
|
$119.70
|
$110.47
|
$118.72
|
4/1/2017
|
6/30/2017
|
$123.10
|
$116.04
|
$118.02
|
7/1/2017
|
9/30/2017
|
$128.13
|
$115.28
|
$121.58
|
10/1/2017
|
12/31/2017
|
$123.82
|
$118.01
|
$123.65
|
1/1/2018
|
3/31/2018
|
$128.83
|
$124.31
|
$125.79
|
4/1/2018
|
6/30/2018
|
$128.11
|
$118.22
|
$118.65
|
7/1/2018
|
9/30/2018
|
$119.15
|
$111.10
|
$112.76
|
10/1/2018
|
12/31/2018
|
$121.25
|
$112.54
|
$121.25
|
1/1/2019
|
3/31/2019
|
$126.70
|
$121.02
|
$122.01
|
4/1/2019
|
6/30/2019
|
$134.20
|
$119.94
|
$133.20
|
7/1/2019
|
9/30/2019
|
$146.66
|
$130.62
|
$138.87
|
10/1/2019
|
12/31/2019
|
$142.90
|
$137.01
|
$142.90
|
1/1/2020
|
3/31/2020
|
$157.81
|
$138.04
|
$148.05
|
4/1/2020
|
6/30/2020
|
$167.37
|
$149.45
|
$167.37
|
7/1/2019
|
9/30/2020
|
$193.89
|
$166.62
|
$177.12
|
10/1/2020
|
10/19/2020*
|
$181.08
|
$177.22
|
$178.39
|
*As of the date of this pricing supplement, available information
for the fourth calendar quarter of 2020 includes data for the period from October 1, 2020 through October 19, 2020. Accordingly,
the “Quarterly Closing High,” “Quarterly Closing Low” and “Close” data indicated are for this
shortened period only and do not reflect complete data for the third calendar quarter of 2020.
The graph below illustrates the daily performance of the Underlying
from January 4, 2010 through October 19, 2020, based on information from Bloomberg, without independent verification.
Past performance of the Underlying is not indicative of
the future performance of the Underlying.
The historical performance of the Underlying should not be
taken as an indication of future performance, and no assurance can be given as to the closing price of one share of the Underlying
on the Trade Date or the Final Valuation Date. We cannot give you assurance that the performance of the Underlying will result
in the return of any of your principal amount.
Supplemental
Plan of Distribution
|
We and JPMorgan Chase & Co. have agreed to indemnify UBS
and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required
to make relating to these liabilities as described in the prospectus supplement and the prospectus. We will agree that UBS may
sell all or a part of the Securities that it purchases from us to the public or its affiliates at the price to public indicated
on the cover hereof.
Subject to regulatory constraints, JPMS intends to offer to
purchase the Securities in the secondary market, but it is not required to do so.
We or our affiliates may enter into swap agreements or related
hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Securities,
and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions.
See “Supplemental Use of Proceeds” in this pricing supplement and “Use of Proceeds and Hedging” in the
accompanying product supplement.
All sales of the Securities will be made to certain fee-based
advisory accounts for which UBS is an investment adviser and UBS will act as placement agent. The purchase price will be $10.00
per Security and UBS will forgo any selling commissions related to these sales.
We expect that delivery of the Securities will be made against
payment for the Securities 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 Trade Date of the Securities (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
Securities 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.
The
Estimated Value of the Securities
|
The estimated value of the Securities 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 Securities, valued using the internal funding rate described below, and (2) the derivative or derivatives
underlying the economic terms of the Securities. The estimated value of the Securities does not represent a minimum price at which
JPMS would be willing to buy your Securities in any secondary market (if any exists) at any time. The internal funding rate used
in the determination of the estimated value of the Securities may differ from the market-implied funding rate for vanilla fixed
income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on,
among other things, our and our affiliates’ view of the funding values of the Securities as well as the higher issuance,
operational and ongoing liability management costs of the Securities 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 Securities. The use
of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the Securities and
any secondary market prices of the Securities. For additional information, see “Key Risks — Risks Relating to the Securities
Generally — The Estimated Value of the
Securities 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 Securities 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, interest rates and other factors, as well as assumptions about future market events and/or environments.
Accordingly, the estimated value of the Securities is determined when the terms of the Securities are set based on market conditions
and other relevant factors and assumptions existing at that time. See “Key Risks — Risks Relating to the Securities
Generally — The Estimated Value of the Securities Does Not Represent Future Values of the Securities and May Differ from
Others’ Estimates” in this pricing supplement.
The estimated value of the Securities will be lower than
the original issue price of the Securities because costs associated with structuring and hedging the Securities are included in
the original issue price of the Securities. These costs include the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the Securities and the estimated cost of hedging our obligations under
the Securities. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging
may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will
retain any profits realized in hedging our obligations under the Securities. See “Key Risks — Risks Relating to the
Securities Generally — The Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public)
of the Securities” in this pricing supplement.
Secondary
Market Prices of the Securities
|
For information about factors that will impact any secondary
market prices of the Securities, see “Key Risks — Risks Relating to the Securities Generally — Secondary Market
Prices of the Securities Will Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition, we
generally expect that some of the costs included in the original issue price of the Securities will be partially paid back to you
in connection with any repurchases of your Securities by JPMS in an amount that will decline to zero over an initial predetermined
period that is intended to be up to five months. The length of any such initial period reflects secondary market volumes for the
Securities, the structure of the Securities, whether our affiliates expect to earn a profit in connection with our hedging activities,
the estimated costs of hedging the Securities and when these costs are incurred, as determined by our affiliates. See “Key
Risks — Risks Relating to the Securities Generally — The Value of the Securities as Published by JPMS (and Which May
Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited
Time Period” in this pricing supplement.