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 December 2, 2021*
December ,
2021 |
Registration Statement Nos. 333-236659
and 333-236659-01; Rule 424(b)(2) |

JPMorgan Chase Financial Company LLC
Structured Investments
Return
Notes Linked to the J.P. Morgan Kronos+SM Index due
April 3, 2023
Fully
and Unconditionally Guaranteed by JPMorgan Chase & Co.
|
· |
The notes are designed for investors who seek exposure to the
performance of the J.P. Morgan Kronos+SM Index, as may
be increased by the Index Adjustment Factor of between 100.00% and
101.00%. |
|
· |
Investors should be willing to forgo interest and dividend
payments and be willing to lose some or all of their principal
amount at maturity. |
|
· |
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. |
|
· |
Minimum denominations of $1,000 and integral multiples
thereof |
|
· |
The notes are expected to price on or about December 29, 2021
and are expected to settle on or about January 3, 2022. |
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, “Risk Factors” beginning on page
US-5 of the accompanying underlying supplement and “Selected Risk
Considerations” beginning on page PS-7 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, underlying
supplement, prospectus supplement and prospectus. Any
representation to the contrary is a criminal offense.
|
Price to Public (1) |
Fees and Commissions (2) |
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)
J.P. Morgan Securities LLC, which we refer to as 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 $12.50
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 $972.70 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 $940.00 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.
*This
preliminary pricing supplement amends and restates and supersedes
the original preliminary pricing supplement related hereto dated
December 1, 2021 to product supplement no. 4-II in its entirety
(the original preliminary pricing supplement is available on the
SEC website at
http://www.sec.gov/Archives/edgar/data/0001665650/000121390021062951/s134580_424b2.htm).
Pricing supplement to product supplement no. 4-II dated November 4,
2020, underlying supplement no. 6-III dated August 31, 2021
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.
Index:
The J.P. Morgan
Kronos+SM Index (Bloomberg ticker: JPUSKRNS
<Index>). The level of the Index reflects the deduction of a
fee of 0.95% per annum that accrues daily and, in some
circumstances, a notional financing cost.
Index Adjustment
Factor: Between 100.00%
and 101.00% (to be provided in the pricing supplement)
Pricing
Date: On or about December 29, 2021
Original Issue
Date (Settlement Date): On or about January 3, 2022
Observation
Date*: March 29, 2023
Maturity
Date*: April 3, 2023
* Subject to postponement in the event of a market disruption event
and as described under “Supplemental Terms of the Notes —
Postponement of a Determination Date — Notes linked solely to the
Index” in the accompanying underlying supplement and “General Terms
of Notes — Postponement of a Payment Date” in the accompanying
product supplement
|
Payment at Maturity:
At maturity
you will receive a cash payment, for each $1,000 principal amount
note, calculated as follows:
$1,000 × (1 + Index Return) × Index Adjustment Factor
The Index
Adjustment Factor may provide a buffer against a modest decline of
the Index, but only if the Index Adjustment Factor is greater than
100.00%.
The buffer provided by the Index Adjustment Factor will be between
0.00% and approximately 0.99010%, depending on the actual Index
Adjustment Factor. If the Index Adjustment Factor is set equal to
100.00% and the Final Value is less than the Initial Value, you
will lose some or all of your principal amount at
maturity.
If the Index Adjustment Factor is set to above 100.00% and the
Final Value is less than the Initial Value by more than the
applicable buffer, you will lose some or all of your principal
amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial
Value: The closing level
of the Index on the Pricing Date
Final
Value: The closing level
of the Index on the Observation Date
|
PS-
1
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
The J.P. Morgan Kronos+SM Index
The
J.P. Morgan Kronos+SM Index (the “Index”) was developed
and is maintained and calculated by J.P. Morgan Securities LLC
(“JPMS”). The Index has been calculated on a “live” basis
(i.e., using real-time data) since December 22, 2020. The
Index is reported by Bloomberg L.P. under the ticker symbol
“JPUSKRNS Index.”
The
Index attempts to provide a dynamic rules-based exposure to the
S&P 500® Index (the “Constituent”). The Index tracks
(a) 0%, 100% or 200% of the price performance of the Constituent
(i.e., dividends, if any, are not reflected), where the
exposure to the Constituent is determined as described below, (b) a
notional cash return (only if the exposure to the Constituent is
0%) or a notional financing cost (only if the exposure to the
Constituent is 200%) and (c) the daily deduction of a fee of 0.95%
per annum (the “Index Fee”). The Constituent consists of stocks of
500 companies selected to provide a performance benchmark for the
U.S. equity markets. For additional information about the
Constituent, see “Background on the S&P 500® Index”
in the accompanying underlying supplement.
The
Index’s exposure to the Constituent is determined based on
strategies that reference the following historical tendencies:
|
· |
historical outperformance around the turn of the month; |
|
· |
historical price momentum ahead of monthly index options’
expiry; and |
|
· |
historical mean reversion into month-end. |
Historical turn-of-the-month outperformance. Historically,
the performance of the Constituent has tended to be better over the
first few and last few days of the month than at other times during
the month. There can be no assurance that this outperformance
effect will be observed regularly or at all in the future or that
any instances of outperformance observed in the future will exceed
any instances of underperformance observed in the future.
It
has been theorized that this outperformance effect might be due in
part to month-end portfolio adjustments by institutions,
distributions from pensions and other retirement accounts that are
immediately reinvested and monthly investments by retail mutual
fund investors through systematic investment plans in the equity
securities included in the Constituent, as these purchases may
cause the value of the relevant equity securities, and therefore
the Constituent, to increase. However, other unidentified factors
might contribute to or be primarily responsible for this effect,
and there can be no assurance that any factor will continue to
exist or continue to cause this effect.
Historical momentum into monthly options expiry.
Historically, the performance of the Constituent has tended to
exhibit momentum in the third week of each month prior to the
scheduled monthly expiry of option contracts on the Constituent, as
compared to the remainder of the period following the immediately
preceding scheduled monthly expiry and prior to the third week of
the relevant month, meaning that the Constituent has tended to
continue to increase if it has been increasing and has tended to
continue to decrease if it has been decreasing. There can be no
assurance that this momentum effect will be observed regularly or
at all in the future or that any instances of momentum observed in
the future will exceed any instances of mean reversion observed in
the future.
Because this effect appears to have been visible in data only since
1983, when the Chicago Board Options Exchange first listed option
contracts on the Constituent, it has been theorized this effect
could be due in part to systematic call overwriting. A call option
contract is a financial contract that gives the option contract
buyer the right, but not the obligation, to buy an asset or index
at a specified price (called the “strike price”) on a specified day
or within a specific time period in the future from the option
contract seller. In a call overwriting strategy, an investor sells
a call option contract on an asset or index where the strike price
of the call option is typically higher than the current value of
that asset or index.
As
option contracts on the Constituent near their expiry, if the
Constituent has increased since the immediately preceding scheduled
monthly expiry, investors engaged in a call overwriting strategy
may buy back their call option contracts at a loss (or let them be
exercised at a loss), and sell new call option contracts with
higher strikes to market-makers. Under these circumstances,
market-makers may buy the equity securities included in the
Constituent to hedge their risk, and this buying could cause the
level of the Constituent to increase.
As
option contracts on the Constituent near their expiry, if the
Constituent has decreased since the immediately preceding scheduled
monthly expiry, investors engaged in a call overwriting strategy
may buy back their call option contracts at a profit (or let them
expire at a profit), and sell new call option contracts with lower
strikes to market-makers. Under these circumstances, market-makers
may sell the equity securities included in the Constituent to hedge
their risk, and this selling could cause the level of the
Constituent to decline.
However, other unidentified factors might contribute to or be
primarily responsible for this effect, and there can be no
assurance that any factor will continue to exist or continue to
cause this effect.
PS-
2
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
Historical mean reversion into month-end. Historically, the
performance of the Constituent has tended to exhibit mean reversion
into the last week of the month, as compared to the preceding
portion of that month, meaning that the Constituent has tended to
increase if it has been decreasing and has tended to decrease if it
has been increasing. There can be no assurance that this mean
reverting effect will be observed regularly or at all in the future
or that any instances of mean reversion observed in the future will
exceed any instances of momentum in the future.
It
has been theorized that this effect might be due in part to
month-end rebalancing flows from investors targeting fixed
portfolio weights of equities securities included in the
Constituent. An investor seeking to apply fixed portfolio weights
may determine to sell assets that have increased in value (which
may cause the value of those assets to decline) and buy assets that
have decreased in value (which may cause the value of those assets
to increase) in order to return those assets to their target fixed
portfolio weights. However, other unidentified factors might
contribute to or be primarily responsible for this effect, and
there can be no assurance that any factor will continue to exist or
continue to cause this effect.
Index construction. The Index generally provides a
fully-invested (i.e., 100%) exposure to the Constituent
(subject to the Index Fee), but that exposure may be increased to a
leveraged long 200% exposure (with an accompanying notional
financing cost) or decreased to 0% (with a notional cash return),
in which case the Index will be uninvested, during portions of each
month in order to implement the Index’s strategies described below,
in each case, subject to modification in the event of a market
disruption:
|
· |
Turn-of-the-month strategy: For the first four days of each
calendar month on which the New York Stock Exchange is scheduled to
open for trading for its regular trading session (each, an “Index
Business Day”), the Index will provide a leveraged exposure to the
Constituent (with an accompanying notional financing cost). The
Index will also seek to apply the turn-of-the-month strategy for
the last two Index Business Days of each calendar month, but the
exposure to the Constituent during that period is also subject to
the month-end mean reversion strategy as described below. |
|
· |
Options expiry momentum strategy: If the closing level of the
Constituent on the fifth Index Business Day immediately preceding
the Saturday following the third Friday of each calendar month (the
third Friday of each calendar month is typically the scheduled
monthly expiry of U.S. equity and equity index option contracts,
including on the Constituent) is greater than the closing level of
the Constituent on the Index Business Day immediately following the
third Friday of the prior calendar month, the Index will provide a
leveraged exposure to the Constituent (with an accompanying
notional financing cost) for the four Index Business Days ending on
the Index Business Day after the third Friday of the current
calendar month. If the closing level of the Constituent on the
fifth Index Business Day immediately preceding the Saturday
following the third Friday of each calendar month is less than the
closing level of the Constituent on the Index Business Day
immediately following the third Friday of the prior calendar month,
the Index will be uninvested (with a notional cash return) for the
four Index Business Days ending on the Index Business Day after the
third Friday of the current calendar month. |
|
· |
Month-end mean reversion strategy: If the closing level of the
Constituent on the seventh Index Business Day immediately preceding
the last Index Business Day of the calendar month is greater than
the closing level of the Constituent on the last Index Business Day
of the immediately preceding calendar month, the Index will be
uninvested (with a notional cash return) for the four Index
Business Days immediately preceding the final two Index Business
Days of the month and, due to the turn-of-the-month strategy, the
Index will be fully invested in the Constituent for the final two
Index Business Days of the month. If the closing level of the
Constituent on the seventh Index Business Day immediately preceding
the last Index Business Day of the calendar month is less than the
closing level of the Constituent on the last Index Business Day of
the immediately preceding calendar month, the Index will provide a
leveraged exposure to the Constituent (with an accompanying
notional financing cost) for the final six Index Business Days of
the month. The exposure to the Constituent is capped at 200%, so it
will not exceed 200% even during the period when the
turn-of-the-month strategy and the month-end mean reversion
strategy overlap. |
Calculating the level of the Index. On any given day, the
closing level of the Index (the “Index Level”) reflects (a) (i) the
price performance of the Constituent (i.e., dividends, if
any, are not reflected), (ii) a notional cash return, or (iii) 200%
of the price performance of the Constituent (i.e.,
dividends, if any, are not reflected) less a notional
financing cost with respect to the leveraged portion of the
exposure, in each case less (b) the daily deduction of the
Index Fee of 0.95% per annum. The Index Level was set equal to 0.05
on July 7, 1954, the base date of the Index.
PS-
3
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
The
notional cash return is intended to approximate interest that could
be earned when the Index provides no exposure to the Constituent,
and the notional financing cost is intended to approximate the cost
of using borrowed funds for the leveraged portion. The notional
cash return and the notional financing cost are each currently
calculated by reference to the Effective Federal Funds Rate. The
Effective Federal Funds Rate is a measure of the interest rate at
which depository institutions lend balances at the Federal Reserve
to other depository institutions overnight, calculated as the
volume-weighted median of overnight federal funds transactions
reported by U.S. banks and U.S. branches and agencies of non-U.S.
banks, and is quoted on the basis of an assumed year of 360 days.
Assuming a positive Effective Federal Funds Rate, the notional cash
return will have a positive effect on the performance of the Index
when the exposure to the Constituent is 0%, and the notional
financing cost will have a negative effect on the performance of
the Index when the exposure to the Constituent is 200%.
No
assurance can be given that the investment strategy used to
construct the Index will achieve its intended results or that the
Index will be successful or will outperform any alternative index
or strategy that might reference the Constituent.
If
the exposure to the Constituent is 0%, the Index will be
uninvested, and its return will be limited to the notional cash
return, minus the Index Fee of 0.95% per annum. The Index Fee is
deducted daily at a rate of 0.95% per annum, even when the Index is
uninvested.
The Index is described as a “notional” or “synthetic” portfolio
of assets because there is no actual portfolio of assets to which
any person is entitled or in which any person has any ownership
interest. The Index merely references certain assets, the
performance of which will be used as a reference point for
calculating the level of the Index.
See “The J.P. Morgan Kronos+SM Index” in the
accompanying underlying supplement for more information about the
Index.
PS-
4
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
Hypothetical Payout Profile
The
following table and graph illustrate the hypothetical total return
and payment at maturity on the notes linked to a hypothetical
Index. The “total return” as used in this pricing supplement is the
number, expressed as a percentage that results from comparing the
payment at maturity per $1,000 principal amount note to $1,000. The
hypothetical total returns and payments set forth below assume the
following:
|
· |
an Initial Value of 100.00; and |
|
· |
an Index Adjustment Factor of 100.00% |
The
hypothetical Initial Value of 100.00 has been chosen for
illustrative purposes only and may not represent a likely actual
Initial Value. The actual Initial Value will be the closing level
of the Index on the Pricing Date and will be provided in the
pricing supplement. For historical data regarding the actual
closing levels of the Index, please see the historical information
set forth under “Hypothetical Back-Tested Data and Historical
Information” in this pricing supplement.
Each
hypothetical total return or hypothetical payment at maturity set
forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a
purchaser of the notes. The numbers appearing in the following
table and graph have been rounded for ease of analysis.
Final
Value |
Index
Return |
Total Return on the
Notes |
Payment at
Maturity |
165.00 |
65.00% |
65.00% |
$1,650.00 |
150.00 |
50.00% |
50.00% |
$1,500.00 |
140.00 |
40.00% |
40.00% |
$1,400.00 |
130.00 |
30.00% |
30.00% |
$1,300.00 |
120.00 |
20.00% |
20.00% |
$1,200.00 |
110.00 |
10.00% |
10.00% |
$1,100.00 |
105.00 |
5.00% |
5.00% |
$1,050.00 |
101.00 |
1.00% |
1.00% |
$1,010.00 |
100.00 |
0.00% |
0.00% |
$1,000.00 |
95.00 |
-5.00% |
-5.00% |
$950.00 |
90.00 |
-10.00% |
-10.00% |
$900.00 |
80.00 |
-20.00% |
-20.00% |
$800.00 |
70.00 |
-30.00% |
-30.00% |
$700.00 |
60.00 |
-40.00% |
-40.00% |
$600.00 |
50.00 |
-50.00% |
-50.00% |
$500.00 |
40.00 |
-60.00% |
-60.00% |
$400.00 |
30.00 |
-70.00% |
-70.00% |
$300.00 |
20.00 |
-80.00% |
-80.00% |
$200.00 |
10.00 |
-90.00% |
-90.00% |
$100.00 |
0.00 |
-100.00% |
-100.00% |
$0.00 |
PS-
5
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
The following graph demonstrates the hypothetical payments at
maturity on the notes for a sub-set of Index Returns detailed in
the table above (-50% to 50%). There can be no assurance that the
performance of the Index will result in the return of any of your
principal amount.

How the Notes Work
Investors will receive at maturity a cash payment, for each $1,000
principal amount note, equal to $1,000 × (1 + Index Return) × Index
Adjustment Factor. The Index Adjustment Factor will be between
100.00% and 101.00%.
Upside Scenario:
|
· |
Assuming a hypothetical Index Adjustment Factor of 100.00%, if
the closing level of the Index increases 5.00%, investors will
receive at maturity a 5.00% return, or $1,050.00 per $1,000
principal amount note. |
Par
Scenario:
|
· |
Assuming a hypothetical Index Adjustment Factor of 100.00%, if
the Final Value is equal to the Initial Value, investors will
receive at maturity the principal amount of their notes. |
Downside Scenario:
|
· |
Assuming a hypothetical Index Adjustment Factor of 100.00%, if
the closing level of the Index declines 50.00%, investors will lose
50.00% of their principal amount and receive only $500.00 per
$1,000 principal amount note at maturity, calculated as
follows: |
$1,000 × (1 + -50%) × 100.00% = $500.00
The
hypothetical returns and hypothetical payments on the notes shown
above apply only if you hold the notes for their entire
term. 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.
PS-
6
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
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, product supplement and
underlying 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. The amount
payable at maturity, if any, will reflect the performance of the
Index, as may be increased by the Index Adjustment Factor. The
Index Adjustment Factor will be between 100.00% and 101.00%. The
Index Adjustment Factor may provide a buffer against a modest
decline of the Index, but only if the Index Adjustment Factor is
greater than 100.00%. The buffer provided by the Index Adjustment
Factor will be between 0.00% and approximately 0.99010%, depending
on the actual Index Adjustment Factor. If the Index Adjustment
Factor is set equal to 100.00% and the Final Value is less than the
Initial Value, you will lose some or all of your principal amount
at maturity. If the Index Adjustment Factor is set to above 100.00%
and the Final Value is less than the Initial Value by more than the
applicable buffer, you will lose some or all of your principal
amount at maturity.
|
· |
THE INDEX ADJUSTMENT FACTOR WILL PROVIDE NO BENEFIT IF IT IS
SET EQUAL TO 100.00% — |
The Index Adjustment Factor will be between 100.00% and
101.00%. If the Index Adjustment Factor is set equal to
100.00%, you will not benefit from any upside return enhancement or
any buffer against any decline of the Index. Under these
circumstances, if the Final Value is less than the Initial Value,
you will lose 1% of the principal amount of your notes for every 1%
that the Final Value is less than the Initial Value.
|
· |
THE LEVEL OF THE INDEX WILL INCLUDE THE DEDUCTION OF A FEE
OF 0.95% PER ANNUM AND, IN SOME CIRCUMSTANCES, A NOTIONAL FINANCING
COST CALCULATED BASED ON THE EFFECTIVE FEDERAL FUNDS RATE
— |
This Index Fee and, when the exposure to the Constituent is
leveraged, the notional financing cost will be deducted daily. As a
result of the deduction of this Index Fee and, when applicable, the
notional financing cost, the level of the Index will trail the
value of a hypothetical identically constituted synthetic portfolio
from which no such fee or cost is deducted, assuming that the rates
underlying the notional financing cost remain positive.
|
· |
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 NOTES DO NOT PAY INTEREST. |
|
· |
YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES UNDERLYING
THE CONSTITUENT OR HAVE ANY RIGHTS WITH RESPECT TO THOSE
SECURITIES. |
The notes will not be listed on any securities exchange.
Accordingly, the price at which you may be able to trade your notes
is likely to depend on the price, if any, at which JPMS is willing
to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your notes to maturity.
|
· |
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED
IN THE PRICING SUPPLEMENT — |
You should consider your potential investment in the notes based on
the minimums for the estimated value of the notes and the Index
Adjustment Factor.
PS-
7
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
 |
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. See also “ — Risks Relating to the Index — Our
Affiliate, JPMS, Is the Index Sponsor and the Index Calculation
Agent of the Index and May Adjust the Index in a Way that Affects
Its Level” below.
|
· |
JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH,
EXPRESSED OPINIONS OR PROVIDED RECOMMENDATIONS THAT ARE
INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO
IN THE FUTURE — |
Any research, opinions or recommendations could affect the market
value of the notes. Investors should undertake their own
independent investigation of the merits of investing in the notes
and the Constituent and the securities composing the
Constituent.
Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes
|
· |
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE
ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — |
The estimated value of the notes is only an estimate determined by
reference to several factors. The original issue price of the notes
will exceed the estimated value of the notes because costs
associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs
include the selling commissions, the projected profits, if any,
that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes and the estimated cost
of hedging our obligations under the notes. See “The Estimated
Value of the Notes” in this pricing supplement.
|
· |
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE
VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES
— |
See “The Estimated Value of the Notes” in this pricing
supplement.
|
· |
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO
AN INTERNAL FUNDING RATE — |
The internal funding rate used in the determination of the
estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase & Co. or its affiliates. Any
difference may be based on, among other things, our and our
affiliates’ view of the funding value of the notes as well as the
higher issuance, operational and ongoing liability management costs
of the notes in comparison to those costs for the conventional
fixed income instruments of JPMorgan Chase & Co. This internal
funding rate is based on certain market inputs and assumptions,
which may prove to be incorrect, and is intended to approximate the
prevailing market replacement funding rate for the notes. The use
of an internal funding rate and any potential changes to that rate
may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of
the Notes” in this pricing supplement.
|
· |
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY
BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE
THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD
— |
We generally expect that some of the costs included in the original
issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount
that will decline to zero over an initial predetermined period. See
“Secondary Market Prices of the Notes” in this pricing supplement
for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial
period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account
statements).
|
· |
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER
THAN THE ORIGINAL ISSUE PRICE OF THE NOTES — |
Any secondary market prices of the notes will likely be lower than
the original issue price of the notes because, among other things,
secondary market prices take into account our internal secondary
market funding rates for structured debt issuances and, also,
because secondary market prices may exclude selling commissions,
projected hedging profits, if any, and estimated hedging costs that
are included in the original issue price of the notes. As a result,
the price, if any, at which JPMS will be willing to buy the notes
from you in secondary market transactions, if at all, is likely to
be lower than the original issue price. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
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Return Notes Linked to the J.P. Morgan Kronos+SM
Index
|
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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, projected hedging profits, if any, estimated hedging
costs and the level of the Index. 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 Index
|
· |
JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES
THAT MAKE UP THE CONSTITUENT, |
but JPMorgan Chase & Co. will not have any obligation to
consider your interests in taking any corporate action that might
affect the level of the Constituent.
|
· |
OUR AFFILIATE, JPMS, IS THE INDEX SPONSOR AND THE INDEX
CALCULATION AGENT OF THE INDEX AND MAY ADJUST THE INDEX IN A WAY
THAT AFFECTS ITS LEVEL — |
JPMS, one of our affiliates, currently acts as the index sponsor
and the index calculation agent for the Index and is responsible
for calculating and maintaining the Index and developing the
guidelines and policies governing its composition and calculation.
In performing these duties, JPMS may have interests adverse to the
interests of the holders of the notes, which may affect your return
on the notes, particularly where JPMS, as the index sponsor and the
index calculation agent of the Index, is entitled to exercise
discretion. The rules governing the Index may be amended at any
time by the index sponsor of the Index, in its sole discretion. The
rules also permit the use of discretion by the index sponsor and
the index calculation agent in relation to the Index in specific
instances, including, but not limited to, the determination of
whether to replace the Constituent with a substitute or successor
upon the occurrence of certain events affecting the Constituent,
the selection of any substitute or successor and the determination
of the levels to be used in the event of market disruptions that
affect the ability of the index calculation agent of the Index to
calculate and publish the levels of the Index and the
interpretation of the rules governing the Index. Although JPMS,
acting as the index sponsor and the index calculation agent, will
make all determinations and take all action in relation to the
Index acting in good faith, it should be noted that JPMS may have
interests adverse to the interests of the holders of the notes and
the policies and judgments for which JPMS is responsible could have
an impact, positive or negative, on the level of the Index and the
value of your notes.
Although judgments, policies and determinations concerning the
Index are made by JPMS, JPMorgan Chase & Co., as the ultimate
parent company of JPMS, ultimately controls JPMorgan Chase and
JPMS. JPMS has no obligation to consider your interests in taking
any actions that might affect the value of your notes. Furthermore,
the inclusion of the Constituent in the Index is not an investment
recommendation by us or JPMS of the Constituent or any of the
equity securities underlying the Constituent.
|
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THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY
ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED IN RESPECT OF THE
CONSTITUENT — |
The Index follows a notional rules-based proprietary strategy that
operates on the basis of pre-determined rules. No assurance can be
given that the investment strategy on which the Index is based will
be successful or that the Index will outperform any alternative
strategy that might be employed in respect of the Constituent.
|
· |
risks associated
with THE INDEX’S turn-of-the-month strategy
— |
The Index involves risks associated with its turn-of-the-month
strategy. The turn-of-the-month strategy is designed to benefit
from positive returns in the Constituent at the beginning and end
of each month. However, there is no guarantee that the level of the
Constituent will rise during these periods and unexpected market
conditions or other external events may cause the level of the
Constituent to fall during these periods. No assurance can be given
that the turn-of-the-month strategy will be successful or that it
will outperform any alternative strategy.
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|
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|
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risks associated
with THE INDEX’S options expiry momentum strategy
— |
The Index involves risks associated with its options expiry
momentum investment strategy. Momentum investing generally seeks to
capitalize on trends in the price of an asset. As such, the
exposure of the Index during the portion of the month governed by
the momentum strategy is based on the recent performance trend of
the Constituent. However, there is no guarantee that this trend
will continue in the future and, even if the monthly options expiry
convention changes, the timing of the options expiry momentum
strategy will remain the same. A momentum strategy is different
from a strategy that seeks long-term exposure to the underlying
asset with fixed weights. If market conditions during the portion
of the month governed by the momentum strategy do not represent a
continuation of prior observed trends, the Index may decline. In
particular, momentum investment strategies are subject to
“whipsaws.” A whipsaw occurs when the market reverses and does the
opposite of what is indicated by the trend indicator, resulting in
a trading loss during the particular period. Consequently, the
Index may perform poorly during the portion of the month governed
by the options expiry momentum strategy in non-trending, “choppy”
markets characterized by short-term volatility. No assurance can be
given that the options expiry momentum strategy will be successful
or that it will outperform any alternative strategy.
In addition, the Index’s options expiry momentum strategy assumes
that the scheduled monthly expiry of U.S. equity and equity index
option contracts, including on the Constituent, will typically fall
on the third Friday of each calendar month. Any change to the
scheduled monthly expiry of U.S. equity or equity index option
contracts may adversely affect the performance of the Index’s
options expiry momentum strategy.
|
· |
risks associated
with THE INDEX’S month-end mean reversion strategy
— |
The Index involves risks associated with its month-end mean
reversion investment strategy. A mean reversion strategy seeks to
capitalize on the view that over short periods of time, markets are
cyclical — meaning that an upward trend in the level of an asset is
usually followed by a downward trend or vice versa. There is no
guarantee that the actual performance of the Constituent will
exhibit any mean reversion during the portion of the month governed
by the month-end mean reversion strategy, and any sustained decline
in the level of the Constituent at a time when the month-end mean
reversion theory would suggest that the level should increase may
result in unexpected losses, which could be significant. No
assurance can be given that the month-end mean reversion strategy
will be successful or that it will outperform any alternative
strategy.
|
· |
The Index’s
strategies are applied during only a portion of each
month — |
Each of the Index’s strategies is implemented over only a limited
number of days in a calendar month as described under “The J.P.
Morgan Kronos+SM Index” above. Outside of these limited
number of days, the Index will track 100% of the performance of the
Constituent (subject to the deduction of the Index Fee) and will
not benefit from the application of any strategy. The Index may
underperform the Constituent due to the limited application of the
strategies along with the deduction of the Index Fee.
|
· |
The Index may be
adversely affected by an overlap between its turn-of-the-month
strategy and its month-end mean reversion strategy
— |
During the final two Index Business Days of each month, the
turn-of-the-month strategy and the month-end mean revision strategy
are both applicable, subject to a maximum exposure to the
Constituent of 200%. As a result, the exposure to the Constituent
may be higher or lower than would have been the case had only one
of those strategies been applied and the performance of the Index
may be worse than if only one strategy were applied or no maximum
exposure limit were applied.
|
· |
THE INDEX MAY BE UNINVESTED IN THE CONSTITUENT — |
During any portion of each month in which the exposure to the
Constituent is 0%, the Index will be uninvested, and its return
will be limited to the notional cash return, minus the Index Fee of
0.95% per annum. If the notional cash return is less than 0.95% per
annum during any period when the Index is uninvested, the level of
the Index will decline over that period. The level of the
Constituent may increase significantly while the exposure of the
Index to the Constituent is 0%, but the Index will not benefit from
any such increase. The Index Fee is deducted daily at a rate of
0.95% per annum, even when the Index provides no exposure to the
Constituent.
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Index
|
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|
· |
HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT
REPRESENT ACTUAL HISTORICAL DATA AND ARE SUBJECT TO INHERENT
LIMITATIONS — |
The hypothetical back-tested performance of the Index set forth
under “Hypothetical Back-Tested Data and Historical Information” in
this pricing supplement is purely theoretical and does not
represent the actual historical performance of the Index and has
not been verified by an independent third party. Hypothetical
back-tested performance measures have inherent limitations.
Hypothetical back-tested performance is derived by means of the
retroactive application of a back-tested model that has been
designed with the benefit of hindsight. Alternative modelling
techniques might produce significantly different results and may
prove to be more appropriate. Past performance, and especially
hypothetical back-tested performance, is not indicative of future
results. This type of information has inherent limitations and you
should carefully consider these limitations before placing reliance
on such information.
|
· |
THE CONSTITUENT OF THE INDEX MAY BE REPLACED BY A SUBSTITUTE
INDEX IN CERTAIN EXTRAORDINARY EVENTS — |
Following the occurrence of certain extraordinary events with
respect to the Constituent, the Constituent may be replaced by a
substitute index or the index calculation agent may cease
calculation and publication of the Index on a date determined by
the index calculation agent. These extraordinary events generally
include events that could materially interfere with the ability of
market participants to transact in, or events that could materially
change the underlying economic exposure of, positions with respect
to the Index or the Constituent, where that material interference
or change is not acceptable to the index calculation agent. See
“The J.P. Morgan Kronos+SM Index — Extraordinary Events”
in the accompanying underlying supplement for a summary of events
that could trigger an extraordinary event.
You should realize that the changing of the Constituent may affect
the performance of the Index, and therefore, the return on the
notes, as the replacement Constituent may perform significantly
better or worse than the original Constituent. Moreover, the
policies of the sponsor of the substitute index concerning the
methodology and calculation of the substitute index, including
decisions regarding additions, deletions or substitutions of the
assets underlying the substitute index, could affect the level of
the substitute index and therefore the value of the notes. The
amount payable on the notes and their market value could also be
affected if the sponsor of a substitute index discontinues or
suspends calculation or dissemination of the relevant index, in
which case it may become difficult to determine the market value of
the notes. The sponsor of the substitute index will have no
obligation to consider your interests in calculating or revising
such substitute index.
|
· |
The Notional Cash
Return will be negatively affected if the underlying interest rate
is negative — |
The notional cash return is currently determined by reference to
the Effective Federal Funds Rate. If the Effective Federal Funds
Rate becomes negative, when the exposure to the Constituent is 0%,
the notional cash return will have a negative effect on the
performance of the Index and therefore the value of the notes.
|
o |
THE INDEX, WHICH WAS ESTABLISHED ON DECEMBER 22, 2020, HAS A
LIMITED OPERATING HISTORY AND MAY PERFORM IN UNANTICIPATED
WAYS. |
|
o |
THE INDEX COMPRISES NOTIONAL ASSETS AND LIABILITIES. THERE IS
NO ACTUAL PORTFOLIO OF ASSETS TO WHICH ANY PERSON IS ENTITLED OR IN
WHICH ANY PERSON HAS ANY OWNERSHIP INTEREST. |
|
o |
THE EFFECTIVE FEDERAL FUNDS RATE IS AFFECTED BY A NUMBER OF
FACTORS AND MAY BE VOLATILE. |
|
o |
THE METHOD PURSUANT TO
WHICH THE EFFECTIVE FEDERAL FUNDS RATE IS DETERMINED MAY CHANGE,
AND ANY SUCH CHANGE MAY ADVERSELY AFFECT THE VALUE OF THE
NOTES. |
Please refer to the “Risk Factors” section of the accompanying
underlying supplement for more details regarding the above-listed
and other risks.
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|
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Hypothetical Back-Tested Data and Historical Information
The
following graph sets forth the hypothetical back-tested performance
of the Index based on the hypothetical back-tested weekly closing
levels of the Index from January 8, 2016 through December 18, 2020,
and the historical performance of the Index based on the weekly
historical closing levels of the Index from December 24, 2020
through November 26, 2021. The U.S. equity markets were closed on
December 25, 2020 in observance of the Christmas holiday. The Index
was established on December 22, 2020, as represented by the red
vertical line in the following graph. All data to the left of that
vertical line reflect hypothetical back-tested performance of the
Index. All data to the right of that vertical line reflect actual
historical performance of the Index. The closing level of the Index
on December 1, 2021 was 248.23. We obtained the closing levels
above and below from the Bloomberg Professional® service
(“Bloomberg”), without independent verification.
The
data for the hypothetical back-tested performance of the Index set
forth in the following graph are purely theoretical and do not
represent the actual historical performance of the Index. See
“Selected Risk Considerations — Risks Relating to the Index —
Hypothetical Back-Tested Data Relating to the Index Do Not
Represent Actual Historical Data and Are Subject to Inherent
Limitations” above.
The hypothetical back-tested and historical closing levels of the
Index should not be taken as an indication of future performance,
and no assurance can be given as to the closing level of the Index
on the Pricing Date or the Observation Date. There can be no
assurance that the performance of the Index will result in a
payment at maturity in excess of your principal amount.

The
hypothetical back-tested closing levels of the Index have inherent
limitations and have not been verified by an independent third
party. These hypothetical back-tested closing levels are determined
by means of a retroactive application of a back-tested model
designed with the benefit of hindsight. Hypothetical back-tested
results are neither an indicator nor a guarantee of future returns.
No representation is made that an investment in the notes will or
is likely to achieve returns similar to those shown. Alternative
modeling techniques or assumptions would produce different
hypothetical back-tested closing levels of the Index that might
prove to be more appropriate and that might differ significantly
from the hypothetical back-tested closing levels of the Index set
forth above.
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Index
|
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You should review carefully
the section entitled “Material U.S. Federal Income Tax
Consequences” in the accompanying product supplement no. 4-II. The
following discussion, when read in combination with that section,
constitutes the full opinion of our special tax counsel, Davis Polk
& Wardwell LLP, regarding the material U.S. federal income tax
consequences of owning and disposing of notes.
Based on current market
conditions, in the opinion of our special tax counsel it is
reasonable to treat the notes as “open transactions” that are not
debt instruments for U.S. federal income tax purposes, as more
fully described in “Material U.S. Federal Income Tax Consequences —
Tax Consequences to U.S. Holders — Notes Treated as Open
Transactions That Are Not Debt Instruments” in the accompanying
product supplement. Assuming this treatment is respected, the gain
or loss on your notes should be treated as long-term capital gain
or loss if you hold your notes for more than a year, whether or not
you are an initial purchaser of notes at the issue price. However,
the IRS or a court may not respect this treatment, in which case
the timing and character of any income or loss on the notes could
be materially and adversely affected. In addition, in 2007 Treasury
and the IRS released a notice requesting comments on the U.S.
federal income tax treatment of “prepaid forward contracts” and
similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the
term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with
respect to these instruments; the relevance of factors such as the
nature of the underlying property to which the instruments are
linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be
subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose a notional interest charge.
While the notice requests comments on appropriate transition rules
and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the
notes, possibly with retroactive effect. 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 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. The applicable
Treasury regulations can deem non-U.S. investors to be receiving
dividend equivalents in respect of those underlying U.S. equities
or indices even if no payments on the notes are directly traceable
to any such dividends.
Section 871(m) generally
applies to notes that substantially replicate the economic
performance of one or more underlying securities, as determined
generally at the time of issuance, based on tests set forth in the
applicable Treasury regulations. 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 (such an index, a
“Qualified Index”). Whether an index is a Qualified Index is
determined as of the first business day of the calendar year
containing the “Calculation Time.” The Calculation Time is the
earlier of when a potential 871(m) transaction is priced and when
it is issued. If as expected the notes are priced in 2021, JPMorgan
Chase & Co. believes the Constituent will be a Qualified Index
for 2021 and will not treat Section 871(m) as applying to the
notes. If the notes are priced in 2022, a determination cannot be
made as to Qualified Index status until 2022. If available at that
time, further information regarding the applicability of Section
871(m) will be provided in the pricing supplement for the notes.
Section 871(m) is complex and its application may depend on your
particular circumstances. You should consult your tax adviser
regarding the potential application of Section 871(m) to the
notes.
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.
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Index
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The
value of the derivative or derivatives underlying the economic
terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded
market prices of comparable derivative instruments and on various
other inputs, some of which are market-observable, and which can
include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or
environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market
conditions and other relevant factors and assumptions existing at
that time.
The
estimated value of the notes does not represent future values of
the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that
are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the
future may change, and any assumptions may prove to be incorrect.
On future dates, the value of the notes could change significantly
based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate
movements and other relevant factors, which may impact the price,
if any, at which JPMS would be willing to buy notes from you in
secondary market transactions.
The estimated value of the notes will be lower than the original
issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original
issue price of the notes. These costs include the selling
commissions paid to JPMS and other affiliated or unaffiliated
dealers, the projected profits, if any, that our affiliates expect
to realize for assuming risks inherent in hedging our obligations
under the notes and the estimated cost of hedging our obligations
under the notes. Because hedging our obligations entails risk and
may be influenced by market forces beyond our control, this hedging
may result in a profit that is more or less than expected, or it
may result in a loss. A portion of the profits, if any, realized in
hedging our obligations under the notes may be allowed to other
affiliated or unaffiliated dealers, and we or one or more of our
affiliates will retain any remaining hedging profits. See “Selected
Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the
Notes Will Be Lower Than the Original Issue Price (Price to Public)
of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For
information about factors that will impact any secondary market
prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes —
Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product
supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially
paid back to you in connection with any repurchases of your notes
by JPMS in an amount that will decline to zero over an initial
predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances,
estimated hedging costs and our internal secondary market funding
rates for structured debt issuances. This initial predetermined
time period is intended to be the shorter of six months and
one-half of the stated term of the notes. The length of any such
initial period reflects the structure of the notes, whether our
affiliates expect to earn a profit in connection with our hedging
activities, the estimated costs of hedging the notes and when these
costs are incurred, as determined by our affiliates. See “Selected
Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Value of the Notes as
Published by JPMS (and Which May Be Reflected on Customer Account
Statements) May Be Higher Than the Then-Current Estimated Value of
the Notes for a Limited Time Period” in this pricing
supplement.
Supplemental Use of Proceeds
The
notes are offered to meet investor demand for products that reflect
the risk-return profile and market exposure provided by the notes.
See “Hypothetical Payout Profile” and “How the Notes Work” in this
pricing supplement for an illustration of the risk-return profile
of the notes and “The J.P. Morgan Kronos+SM Index” in
this pricing supplement for a description of the market exposure
provided by the notes.
The
original issue price of the notes is equal to the estimated value
of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected
profits (losses) that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes, plus the
estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
We expect that delivery of
the notes will be made against payment for the notes on or about
the Original Issue Date set forth on the front cover of this
pricing supplement, which will be the third business day following
the Pricing Date of the notes (this settlement cycle being referred
to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of
1934, as amended, trades in the secondary market generally are
required to settle in two business days, unless the parties to that
trade expressly agree otherwise. Accordingly, purchasers who wish
to trade notes on any date prior to two business days before
delivery will be required to specify an alternate settlement cycle
at the time of any such trade to prevent a failed settlement and
should consult their own advisors.
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Index
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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 and the accompanying
underlying supplement. This pricing supplement, together with the
documents listed below, contains the terms of the notes and
supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or
indicative pricing terms, correspondence, trade ideas, structures
for implementation, sample structures, fact sheets, brochures or
other educational materials of ours. This preliminary pricing
supplement amends and restates and supersedes the original
preliminary pricing supplement related hereto dated December 1,
2021 in its entirety. You should not rely on the original
preliminary pricing supplement related hereto dated December 1,
2021 in making your decision to invest in the notes. You
should carefully consider, among other things, the matters set
forth in the “Risk Factors” sections of the accompanying prospectus
supplement, the accompanying product supplement and the
accompanying underlying supplement, as the notes involve risks not
associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisers
before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
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-
15
| Structured Investments
Return Notes Linked to the J.P. Morgan Kronos+SM
Index
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