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 4, 2021
August , 2021
|
Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2)
|
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing
of the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc. due August
30, 2024
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
|
·
|
The notes are designed for investors who seek a Contingent Interest Payment with respect to each monthly Interest Review Date for
which the closing price of one share of each of the Reference Stocks is greater than or equal to 60.00% of its Initial Value, which we
refer to as an Interest Barrier.
|
|
·
|
The notes will be automatically called if the closing price of one share of each Reference Stock on any quarterly Autocall Review
Date is greater than or equal to its Initial Value.
|
|
·
|
The earliest date on which an automatic call may be initiated is November 29, 2021.
|
|
·
|
Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest Payment
may be made with respect to some or all Interest Review Dates.
|
|
·
|
Investors will be exposed to the depreciation of the least performing of the Reference Stocks if the Final Value of any Reference
Stock is less than 60.00% of its Initial Value, which we refer to as a Trigger Value, and the notes have not been automatically called,
unless the Final Value of any other Reference Stock is greater than or equal to its Initial Value.
|
|
·
|
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive Contingent
Interest Payments.
|
|
·
|
The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
|
|
·
|
Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked to the performance
of each of the Reference Stocks individually, as described below.
|
|
·
|
Minimum denominations of $1,000 and integral multiples thereof
|
|
·
|
The notes are expected to price on or about August 27, 2021 and are expected to settle on or about September 1, 2021.
|
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-12 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-6 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) See “Supplemental Use of Proceeds” in this pricing supplement
for information about the components of the price to public of the notes.
(2) With respect to notes sold
to certain 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 $967.50 per $1,000 principal amount note. J.P. Morgan Securities LLC, which we refer to as JPMS, and these
broker-dealers will forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement.
(3) With respect to notes sold to brokerage accounts, JPMS, acting as
agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers.
In no event will these selling commissions exceed $32.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts
of Interest)” in the accompanying product supplement.
|
If the notes priced today, the estimated value of the notes would be approximately
$909.00 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the
pricing supplement and will not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes”
in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no. 4-II dated November
4, 2020
and the prospectus and prospectus supplement, each dated April 8, 2020
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase &
Co.
Guarantor:
JPMorgan Chase & Co.
Reference
Stocks: As specified under “Key Terms Relating to the Reference Stocks” in this
pricing supplement
Contingent Interest
Payments: If the notes have not been automatically called and the closing price of one share of each Reference Stock on any
Interest Review Date is greater than or equal to its Interest Barrier, you will receive on the applicable Interest Payment Date for each
$1,000 principal amount note a Contingent Interest Payment equal to at least $11.4583 (equivalent to a Contingent Interest Rate of at
least 13.75% per annum, payable at a rate of at least 1.14583% per month) (to be provided in the pricing supplement).
If the closing price of one share of any Reference Stock on any Interest Review
Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Interest Review Date.
Contingent
Interest Rate: At least 13.75% per annum, payable at a rate of at least 1.14583% per month
(to be provided in the pricing supplement)
Interest Barrier / Trigger Value: With
respect to each Reference Stock, 60.00% of its Initial Value, as specified under “Key Terms Relating to the Reference Stocks”
in this pricing supplement
Pricing Date:
On or about August 27, 2021
Original
Issue Date (Settlement Date): On or about September 1, 2021
Interest Review
Dates*: September 27, 2021, October 27, 2021, November 29, 2021, December 27, 2021, January 27, 2022, February 28, 2022, March
28, 2022, April 27, 2022, May 27, 2022, June 27, 2022, July 27, 2022, August 29, 2022, September 27, 2022, October 27, 2022, November
28, 2022, December 27, 2022, January 27, 2023, February 27, 2023, March 27, 2023, April 27, 2023, May 30, 2023, June 27, 2023, July 27,
2023, August 28, 2023, September 27, 2023, October 27, 2023, November 27, 2023, December 27, 2023, January 29, 2024, February 27, 2024,
March 27, 2024, April 29, 2024, May 28, 2024, June 27, 2024, July 29, 2024 and August 27, 2024 (the “final Review Date”)
Autocall Review
Dates*: November 29, 2021, February 28, 2022, May 27, 2022, August 29, 2022, November 28, 2022, February 27, 2023, May 30,
2023, August 28, 2023, November 27, 2023, February 27, 2024 and May 28, 2024
Interest Payment
Dates*: September 30, 2021, November 1, 2021, December 2, 2021, December 30, 2021, February 1, 2022, March 3, 2022, March 31,
2022, May 2, 2022, June 2, 2022, June 30, 2022, August 1, 2022, September 1, 2022, September 30, 2022, November 1, 2022, December 1, 2022,
December 30, 2022, February 1, 2023, March 2, 2023, March 30, 2023, May 2, 2023, June 2, 2023, June 30, 2023, August 1, 2023, August 31,
2023, October 2, 2023, November 1, 2023, November 30, 2023, January 2, 2024, February 1, 2024, March 1, 2024, April 2, 2024, May 2, 2024,
May 31, 2024, July 2, 2024, August 1, 2024 and the Maturity Date
Maturity Date*:
August 30, 2024
Call Settlement Date*: If the
notes are automatically called on any Autocall Review Date, the first Interest Payment Date immediately following that Autocall Review
Date
* Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings”
and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
Automatic Call:
If the closing price of one share of each Reference Stock on any Autocall Review
Date is greater than or equal to its Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the Interest Review Date corresponding
to that Autocall Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and (i) the Final Value of any Reference
Stock is greater than or equal to its Initial Value or (ii) the Final Value of each Reference Stock is greater than or equal to its Trigger
Value, you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment, if any, applicable to the final Review Date.
If the notes have not been automatically called and (i) the Final Value of each Reference
Stock is less than its Initial Value and (ii) the Final Value of any Reference Stock is less than its Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Stock Return)
If the notes have not been automatically called and (i) the Final Value of each Reference
Stock is less than its Initial Value and (ii) the Final Value of any Reference Stock is less than its Trigger Value, you will lose more
than 40.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
Least Performing Reference Stock: The
Reference Stock with the Least Performing Stock Return
Least Performing Stock Return: The
lowest of the Stock Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value – Initial Value)
Initial Value
Initial
Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date, as specified under “Key Terms Relating to the Reference Stocks”
in this pricing supplement
Final
Value: With respect to each Reference Stock, the closing price of one share of that Reference
Stock on the final Review Date
Stock Adjustment Factor:
With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that
Reference Stock and is set equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference Stock is subject to adjustment
upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference Stocks —
Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events” in the accompanying
product supplement for further information.
PS-1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
Key Terms Relating to the Reference
Stocks
Reference Stock
|
Bloomberg
Ticker Symbol
|
Initial Value
|
Interest Barrier
/ Trigger Value
|
Common stock of Bank of America Corporation, par value $0.01 per share
|
BAC
|
$
|
$
|
Common stock of NVIDIA Corporation, par value $0.001 per share
|
NVDA
|
$
|
$
|
Common stock of Tesla, Inc., par value $0.001 per share
|
TSLA
|
$
|
$
|
How the Notes Work
Payments in Connection with Interest Review Dates Preceding the
Final Review Date
PS-2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
Payment at Maturity If the Notes Have Not
Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest
Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent Interest Rate of 13.75% per annum,
depending on how many Contingent Interest Payments are made prior to automatic call or maturity. The actual Contingent Interest Rate will
be provided in the pricing supplement and will be at least 13.75% per annum.
Number of Contingent
Interest Payments
|
Total Contingent Interest
Payments
|
36
|
$412.5000
|
35
|
$401.0417
|
34
|
$389.5833
|
33
|
$378.1250
|
32
|
$366.6667
|
31
|
$355.2083
|
30
|
$343.7500
|
29
|
$332.2917
|
28
|
$320.8333
|
27
|
$309.3750
|
26
|
$297.9167
|
25
|
$286.4583
|
24
|
$275.0000
|
23
|
$263.5417
|
22
|
$252.0833
|
21
|
$240.6250
|
20
|
$229.1667
|
19
|
$217.7083
|
18
|
$206.2500
|
17
|
$194.7917
|
PS-3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
16
|
$183.3333
|
15
|
$171.8750
|
14
|
$160.4167
|
13
|
$148.9583
|
12
|
$137.5000
|
11
|
$126.0417
|
10
|
$114.5833
|
9
|
$103.1250
|
8
|
$91.6667
|
7
|
$80.2083
|
6
|
$68.7500
|
5
|
$57.2917
|
4
|
$45.8333
|
3
|
$34.3750
|
2
|
$22.9167
|
1
|
$11.4583
|
0
|
$0.0000
|
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked
to three hypothetical Reference Stocks, assuming a range of performances for the hypothetical Least Performing Reference Stock on the
Interest Review Dates and the Autocall Review Dates. Each hypothetical payment set forth below assumes that the closing price of one
share of each Reference Stock that is not the Least Performing Reference Stock on (i) each Autocall Review Date is greater than or equal
to its Initial Value and (ii) on each Interest Review Date is greater than or equal to its Interest Barrier (and therefore its Trigger
Value).
In addition, the hypothetical payments set forth below assume the
following:
|
·
|
the notes were sold only to brokerage accounts;
|
|
·
|
an Initial Value for the Least Performing Reference Stock of $100.00;
|
|
·
|
an Interest Barrier and a Trigger Value for the Least Performing Reference Stock of $60.00 (equal to 60.00% of its hypothetical Initial
Value); and
|
|
·
|
a Contingent Interest Rate of 13.75% per annum (payable at a rate of 1.14583% per month).
|
The hypothetical Initial Value of the Least Performing Reference
Stock of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value of any Reference Stock.
The actual Initial Value of each Reference Stock will be the closing price of one share of that Reference Stock on the Pricing Date and
will be provided in the pricing supplement. For historical data regarding the actual closing prices of one share of each Reference Stock,
please see the historical information set forth under “The Reference Stocks” in this pricing supplement.
As used in this section, the “Best Performing Reference Stock”
is the Reference Stock with the highest of the Stock Returns of the Reference Stocks. Each hypothetical payment set forth below
is for illustrative purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing
in the following examples have been rounded for ease of analysis.
PS-4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
Example 1 — Notes are automatically called on the first
Autocall Review Date.
Date
|
Closing Price of One Share
of Least Performing
Reference Stock
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$105.00
|
$11.4583
|
Second Interest Review Date
|
$50.00
|
$0
|
Third Interest Review Date (first Autocall Review Date)
|
$110.00
|
$1,011.4583
|
|
Total Payment
|
$1,022.9167 (2.29167% return)
|
Because the closing price of one share of each Reference Stock
on the first Autocall Review Date, which is also the third Interest Review Date, is greater than or equal to its Initial Value, the notes
will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,011.4583 (or $1,000 plus the Contingent
Interest Payment applicable to the third Interest Review Date), payable on the applicable Call Settlement Date. When added to the Contingent
Interest Payment received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount note,
is $1,022.9167. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called,
the Final Value of each Reference Stock is less than its Initial Value and the Final Value of the Least Performing Reference Stock is
greater than or equal to its Trigger Value.
Date
|
Closing Price of One
Share of Least Performing
Reference Stock
|
Closing Price of One Share of
Best Performing Reference
Stock
|
Payment (per $1,000 principal amount
note)
|
First Interest Review Date
|
$95.00
|
N/A
|
$11.4583
|
Second Interest Review Date
|
$85.00
|
N/A
|
$11.4583
|
Third through Thirty-Fifth Interest Review Dates
|
Less than Interest Barrier
|
N/A
|
$0
|
Final Review Date
|
$90.00
|
$95.00
|
$1,011.4583
|
|
Total Payment
|
|
$1,034.375 (3.4375% return)
|
Because the notes have not been automatically called and the Final
Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value, even though the Final Value of each Reference
Stock is less than its Initial Value, the payment at maturity, for each $1,000 principal amount note, will be $1,011.4583 (or $1,000 plus
the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with respect
to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,034.375.
PS-5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
Example 3 — Notes have NOT been automatically called,
the Final Value of at least one Reference Stock is greater than or equal to its Initial Value and the Final Value of the Least Performing
Reference Stock is less than its Trigger Value.
Date
|
Closing Price of One
Share of Least Performing
Reference Stock
|
Closing Price of One Share of
Best Performing Reference
Stock
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$95.00
|
N/A
|
$11.4583
|
Second Interest Review Date
|
$85.00
|
N/A
|
$11.4583
|
Third through Thirty-Fifth Interest Review Dates
|
Less than Interest Barrier
|
N/A
|
$0
|
Final Review Date
|
$50.00
|
$105.00
|
$1,000.00
|
|
Total Payment
|
|
$1,022.9167 (2.29167% return)
|
Because the notes have not been automatically called and the Final
Value of at least one Reference Stock is greater than or equal to its Initial Value, even though the Final Value of the Least Performing
Reference Stock is less than Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When
added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000
principal amount note, is $1,022.9167.
Example 4 — Notes have NOT been automatically called,
the Final Value of each Reference Stock is less than its Initial Value and the Final Value of the Least Performing Reference Stock is
less than its Trigger Value.
Date
|
Closing Price of One
Share of Least Performing
Reference Stock
|
Closing Price of One Share of
Best Performing Reference
Stock
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$40.00
|
N/A
|
$0
|
Second Interest Review Date
|
$45.00
|
N/A
|
$0
|
Third through Thirty-Fifth Interest Review Dates
|
Less than Interest Barrier
|
N/A
|
$0
|
Final Review Date
|
$50.00
|
$80.00
|
$500.00
|
|
Total Payment
|
|
$500.00 (-50.00% return)
|
Because the notes have not been automatically called, the Final
Value of each Reference Stock is less than its Initial Value, the Final Value of the Least Performing Reference Stock is less than its
Trigger Value and the Least Performing Stock Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note,
calculated as follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returns and hypothetical payments on the notes
shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals do not reflect
the fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical
returns and hypothetical payments shown above would likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks
are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
|
The notes do not guarantee any return of principal.
If the notes have not been automatically called and (i) the Final Value of each Reference Stock is less than its Initial Value and (ii)
the Final Value of any Reference Stock is less than its Trigger Value, you will
PS-6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
lose 1% of the principal amount of your notes for every
1% that the Final Value of the Least Performing Reference Stock is less than its Initial Value. Accordingly, under these circumstances,
you will lose more than 40.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
|
·
|
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
|
If the notes have not been automatically called, we will
make a Contingent Interest Payment with respect to an Interest Review Date only if the closing price of one share of each Reference Stock
on that Interest Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any Reference Stock
on that Interest Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Interest
Review Date. Accordingly, if the closing price of one share of any Reference Stock on each Interest Review Date is less than its Interest
Barrier, you will not receive any interest payments over the term of the notes.
|
·
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
|
Investors are dependent on our and JPMorgan Chase &
Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness
or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of the notes. If we
and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the notes and
you could lose your entire investment.
|
·
|
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
|
As a finance subsidiary of JPMorgan Chase & Co., we
have no independent operations beyond the issuance and administration of our securities. Aside from the initial capital contribution from
JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to make payments under loans made by
us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates to meet our obligations under the
notes. If these affiliates do not make payments to us and we fail to make payments on the notes, you may have to seek payment under the
related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated
obligations of JPMorgan Chase & Co.
|
·
|
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER THE TERM
OF THE NOTES,
|
regardless of any appreciation of any Reference Stock, which
may be significant. You will not participate in any appreciation of any Reference Stock.
|
·
|
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —
|
Payments on the notes are not linked to a basket composed
of the Reference Stocks and are contingent upon the performance of each individual Reference Stock. Poor performance by any of the Reference
Stocks over the term of the notes may result in the notes not being automatically called on an Autocall Review Date, may negatively affect
whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity.
|
·
|
YOUR PAYMENT AT MATURITY WILL BE DETERMINED PRIMARILY BY THE LEAST PERFORMING REFERENCE STOCK.
|
|
·
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
|
If the Final Value of each Reference Stock is less than
its Initial Value, the Final Value of any Reference Stock is less than its Trigger Value and the notes have not been automatically called,
the benefit provided by the Trigger Value will terminate and you will be fully exposed to any depreciation of the Least Performing Reference
Stock.
|
·
|
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
|
If your notes are automatically called, the term of the
notes may be reduced to as short as approximately three months and you will not receive any Contingent Interest Payments after the applicable
Call Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable
return and/or with a comparable interest rate for a similar level of risk. Even in cases where the notes are called before maturity, you
are not entitled to any fees and commissions described on the front cover of this pricing supplement.
PS-7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
|
·
|
YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY REFERENCE STOCK.
|
|
·
|
THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER
IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
|
The notes will not be listed on any securities exchange.
Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing
to buy the notes. You may not be able to sell your notes. The notes are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your notes to maturity.
|
·
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THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
|
You should consider your potential investment in the notes
based on the minimums for the estimated value of the notes and the Contingent Interest Rate.
Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles in connection
with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially adverse to your
interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with
the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk
Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes
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·
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THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES —
|
The estimated value of the notes is only an estimate determined
by reference to several factors. The original issue price of the notes will exceed the estimated value of the notes because costs associated
with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling
commissions, if any, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes”
in this pricing supplement.
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·
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THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
|
See “The Estimated Value of the Notes” in this
pricing supplement.
|
·
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THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
|
The internal funding rate used in the determination of the
estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity
issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’
view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes
in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based
on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement
funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the
terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
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·
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THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE
THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
|
We generally expect that some of the costs included in the
original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount
that will decline to zero over an initial predetermined period. See “Secondary Market Prices of the Notes” in this pricing
supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial
period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
PS-8
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —
|
Any secondary market prices of the notes will likely be
lower than the original issue price of the notes because, among other things, secondary market prices take into account our internal secondary
market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions, if any,
projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result,
the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to be
lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
|
·
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
|
The secondary market price of the notes during their term
will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions,
if any, projected hedging profits, if any, estimated hedging costs and the prices of one share of the Reference Stocks. Additionally,
independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer
account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to
purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying
product supplement.
Risks Relating to the Reference Stocks
|
·
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NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
|
We have not independently verified any of the information
about any Reference Stock issuer contained in this pricing supplement. You should undertake your own investigation into each Reference
Stock and its issuer. We are not responsible for any Reference Stock issuer’s public disclosure of information, whether contained
in SEC filings or otherwise.
|
·
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THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
|
The calculation agent will not make an adjustment in response
to all events that could affect a Reference Stock. The calculation agent may make adjustments in response to events that are not described
in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is under no obligation
to do so or to consider your interests as a holder of the notes in making these determinations.
PS-9
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
The Reference Stocks
All information contained herein on the Reference Stocks and on
the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference Stock is registered
under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the exchange provided in
the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying product supplement.
Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to
the SEC file number provided in the table below, and can be accessed through www.sec.gov. We do not make any representation that these
publicly available documents are accurate or complete. We obtained the closing prices below from the Bloomberg Professional®
service (“Bloomberg”) without independent verification.
Reference Stock
|
Bloomberg Ticker
Symbol
|
Relevant Exchange
|
SEC File
Number
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Closing Price on
August 3, 2021
|
Common stock of Bank of America Corporation, par value $0.01 per share
|
BAC
|
New York Stock Exchange
|
001-06523
|
$38.55
|
Common stock of NVIDIA Corporation, par value $0.001 per share
|
NVDA
|
The NASDAQ Stock Market
|
000-23985
|
$198.15
|
Common stock of Tesla, Inc., par value $0.001 per share
|
TSLA
|
The NASDAQ Stock Market
|
001-34756
|
$709.74
|
According to publicly available filings of the relevant Reference
Stock issuer with the SEC:
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·
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Bank of America Corporation is a financial institution, serving individual consumers, small- and middle-market businesses, institutional
investors, large corporations and governments with a range of banking, investing, asset management and other financial and risk management
products and services.
|
|
·
|
NVIDIA Corporation invented the graphics processing unit (GPU) and has leveraged its GPU architecture to create platforms for scientific
computing, artificial intelligence, data science, autonomous vehicles, robotics and augmented and virtual reality.
|
|
·
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Tesla, Inc. designs, develops, manufactures, leases and sells fully electric vehicles, solar energy
generation systems and energy storage products and also offers maintenance, installation, operation and other services related to its
products.
|
Historical Information
The following graphs set forth the historical performance of each
Reference Stock based on the weekly historical closing prices of one share of that Reference Stock from January 8, 2016 through July 30,
2021. The closing prices above and below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings,
mergers and acquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of one share of each Reference Stock
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 any
Reference Stock on the Pricing Date, any Interest Review Date or any Autocall Review Date. There can be no assurance that the performance
of the Reference Stocks will result in the return of any of your principal amount or the payment of any interest.
PS-10
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
Tax Treatment
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-II. In determining our reporting responsibilities
we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons
and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled “Material U.S. Federal Income
Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated Contingent
Coupons” in the accompanying product supplement. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel,
we believe that this is a reasonable treatment, but that there are other reasonable treatments that the IRS or a court may adopt, in which
case the timing and character of any income or loss on the notes could be materially affected. In addition, in 2007 Treasury and the IRS
released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments
and the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions
above and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules
under Section 451(b) of the
PS-11
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
Code. You should consult your tax adviser regarding the U.S.
federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the
notice described above.
Non-U.S. Holders — Tax Considerations. The U.S.
federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a position
that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), a withholding
agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible reduction of that rate under an
applicable income tax treaty), unless income from your notes is effectively connected with your conduct of a trade or business in the
United States (and, if an applicable treaty so requires, attributable to a permanent establishment in the United States). If you are not
a United States person, you are urged to consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the notes in light of your particular circumstances.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based
indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2023 that do not have a delta of one with respect to underlying securities that
could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations
made by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding
on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary, further information
regarding the potential application of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your
tax adviser regarding the potential application of Section 871(m) to the notes.
In the event of any withholding
on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this
pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with
the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated
value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by
JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of
the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison
to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain
market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding
rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms
of the notes and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by
Reference to an Internal Funding Rate” in this pricing supplement.
The value of the derivative or derivatives underlying the economic
terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as the traded
market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include
volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly,
the estimated value of the notes is determined when the terms of the notes are set based on market conditions and other relevant factors
and assumptions existing at that time.
The estimated value of the notes does not represent future values
of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations for the notes
that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors in the
future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based
on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market
transactions.
The estimated value of the notes will be lower than the original
issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price
of the notes. These costs include the selling commissions, if
PS-12
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
any, paid to JPMS and other affiliated or unaffiliated dealers,
the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss.
A portion of the profits, if any, realized in hedging our obligations under the notes sold to brokerage accounts may be allowed to other
affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected
Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value
of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary Market Prices
of the Notes
For information about factors that will impact any secondary market
prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes —
Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement.
In addition, we generally expect that some of the costs included in the original issue price of the notes will be partially paid back
to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
These costs can include selling commissions, if any, projected hedging profits, if any, and, in some circumstances, estimated hedging
costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intended
to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects the structure
of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging
the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations — Risks Relating
to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be
Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period”
in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that
reflect the risk-return profile and market exposure provided by the notes. See “How the Notes Work” and “Hypothetical
Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Reference
Stocks” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated
value of the notes plus the selling commissions, if any, paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected
profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the
estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
We expect that delivery of the notes will be made against payment
for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third business
day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities
Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties
to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before
delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should
consult their own advisors.
Additional Terms Specific
to the Notes
You may revoke your offer to purchase the notes at any time prior
to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any
offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you
will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may
reject your offer to purchase.
You should read this pricing supplement together with the accompanying
prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these notes
are a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with
the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well
as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, fact sheets, brochures or other educational materials of ours. 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.
PS-13
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650, and
JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our”
refer to JPMorgan Financial.
PS-14
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Bank of America Corporation, the Common Stock of NVIDIA Corporation and the Common Stock of Tesla, Inc.
|
|
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