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 January 27, 2023
|
JPMorgan Chase Financial Company LLC |
February 2023 |
|
|
Pricing Supplement |
|
|
Registration Statement Nos. 333-236659 and
333-236659-01 |
|
|
Dated February , 2023 |
|
|
Filed pursuant to Rule 424(b)(2) |
Structured
Investments
Opportunities in U.S. Equities
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
Fully and Unconditionally Guaranteed by JPMorgan Chase &
Co.
The
Enhanced Trigger Jump Securities do not pay interest and do not
guarantee the return of any of the principal at maturity. At
maturity, you will receive for each security that you hold an
amount in cash that will vary depending on the performance of the
underlying index, as determined on the valuation date. If the final
index value is greater than or equal to 80% of the initial index
value, you will receive for each security that you hold at maturity
a fixed upside payment in addition to the stated principal amount.
However, if the final index value is less than 80% of
the initial index value, the payment due at maturity will be less
than the stated principal amount of the securities by an amount
that is proportionate to the percentage decrease in the final index
value from the initial index value. This amount will be less than
$8.00 and could be zero. Accordingly, investors may lose their
entire initial investment in the securities. The Enhanced
Trigger Jump Securities are for investors who are willing to risk
their principal and forgo current income in exchange for the upside
payment feature that applies to a limited range of the performance
of the underlying index. The securities 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.,
issued as part of JPMorgan Financial’s Medium-Term Notes, Series A,
program. Any payment on the securities is subject to the credit
risk of JPMorgan Financial, as issuer of the securities, and the
credit risk of JPMorgan Chase & Co., as guarantor of the
securities.
|
SUMMARY
TERMS |
|
Issuer: |
JPMorgan Chase Financial Company LLC, an
indirect, wholly owned finance subsidiary of JPMorgan Chase &
Co. |
|
Guarantor: |
JPMorgan Chase & Co. |
|
Underlying index: |
S&P 500® Index (Bloomberg ticker:
SPX Index) |
|
Aggregate
principal amount: |
$ |
|
Payment at maturity: |
§
If the final
index value is greater than or equal to the trigger level,
you will receive at maturity a cash payment per $10 stated
principal amount security equal to: |
|
|
$10 + the upside payment |
|
|
§
If the final
index value is less than the trigger level, meaning the value of
the underlying index has declined by more than 20% from the initial
index value: |
|
|
$10 × index performance
factor |
|
|
This amount will be less than the
stated principal amount of $10, and will represent a loss of more
than 20%, and possibly all, of your principal
amount. |
|
Upside payment: |
At least $1.86 per $10 stated principal amount
security (at least 18.60% of the stated principal
amount). The actual upside payment will be provided in
the pricing supplement and will not be less than $1.86 per $10
stated principal amount security. |
|
Trigger level: |
,
which is 80% of the initial index value |
|
Index performance factor: |
final index value / initial index
value |
|
Initial index value: |
The closing level of the underlying index on the
pricing date |
|
Final index value: |
The closing level of the underlying index on the
valuation date |
|
Stated principal amount: |
$10 per security |
|
Issue price: |
$10 per security (see “Commissions and issue
price” below) |
|
Pricing date: |
February , 2023
(expected
to price on or about February 14, 2023) |
|
Original issue date (settlement date): |
February , 2023 (3 business
days after the pricing date) |
|
Valuation date: |
February 28, 2025, subject to postponement in
the event of certain market disruption events and as described
under “General Terms of Notes — Postponement of a Determination
Date — Notes Linked to a Single Underlying — Notes Linked to a
Single Underlying (Other Than a Commodity Index)” in the
accompanying product supplement |
|
Maturity date: |
March 5, 2025, subject to postponement in the
event of certain market disruption events and as described under
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement |
|
CUSIP /
ISIN: |
48133K567 / US48133K5671 |
|
Listing: |
The securities will not be listed on any
securities exchange. |
|
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
|
Commissions and
issue price: |
Price to public(1) |
Fees and commissions |
Proceeds to issuer |
| Per security |
$10.00 |
$0.20(2) |
$9.75 |
| |
|
$0.05(3) |
|
| Total |
$ |
$ |
$ |
|
(1) |
See “Additional Information about the Securities —
Supplemental use of proceeds and hedging” in this document for
information about the components of the price to public of the
securities. |
|
(2) |
JPMS, acting as agent for JPMorgan Financial, will pay all
of the selling commissions it receives from us to Morgan Stanley
Smith Barney LLC (“Morgan Stanley Wealth Management”). In no event
will these selling commissions exceed $0.20 per $10 stated
principal amount security. See “Plan of Distribution (Conflicts of
Interest)” in the accompanying product supplement. |
|
(3) |
Reflects a structuring fee payable to Morgan Stanley Wealth
Management by the agent or its affiliates of $0.05 for each $10
stated principal amount security |
If the securities priced today and assuming an upside payment
equal to the minimum listed above, the estimated value of the
securities would be approximately $9.688 per $10 stated principal
amount security. The estimated value of the securities on the
pricing date will be provided in the pricing supplement and will
not be less than $9.40 per $10 stated principal amount security.
See “Additional Information about the Securities — The estimated
value of the securities” in this document for additional
information.
Investing in the securities 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-3 of the accompanying underlying supplement and “Risk Factors”
beginning on page 5 of this document.
Neither the Securities and Exchange Commission (the “SEC”) nor any
state securities commission has approved or disapproved of the
securities or passed upon the accuracy or the adequacy of this
document or the accompanying product supplement, underlying
supplement, prospectus supplement and prospectus. Any
representation to the contrary is a criminal offense.
The securities 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.
You should read this document together with the related product
supplement, underlying supplement, prospectus supplement and
prospectus, each of which can be accessed via the hyperlinks below.
Please also see “Additional Information about the Securities” at
the end of this document.
Product
supplement no. MS-1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021469/crt_dp139325-424b2.pdf
Underlying supplement no. 1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
Prospectus supplement and prospectus, each dated April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
Investment Summary
The Trigger Jump Securities
The Enhanced Trigger Jump Securities Based on the Value of the
S&P 500® Index due March 5, 2025 (the “securities”)
can be used:
|
§ |
As an alternative to direct exposure to the underlying index
that provides a fixed, positive return of at least 18.60% (as
reflected in the upside payment of at least $1.86 per $10 stated
principal amount security) if the final index value is greater than
or equal to 80% of the initial index value, which we refer to as
the trigger level. The actual upside payment will be provided in
the pricing supplement and will not be less than $1.86 per $10
stated principal amount security. |
|
§ |
To enhance returns and potentially outperform the underlying
index in a moderately bullish environment, but only if the final
index value is greater than or equal to the trigger level. |
|
§ |
To obtain limited market downside protection against the loss
of principal in the event of a decline of the underlying index as
of the valuation date, subject to the credit risks of JPMorgan
Financial and JPMorgan Chase & Co., but only if the final index
value is greater than or equal to the trigger level. |
If the final index value is less than the trigger level, the
securities are exposed on a 1-to-1 basis to any percentage decline
of the final index value from the initial index value. Accordingly,
investors may lose their entire initial investment in the
securities.
|
Maturity: |
Approximately 2 years |
|
Upside
payment: |
At least
$1.86 per $10 stated principal amount security (at least 18.60% of
the stated principal amount). The actual upside payment
will be provided in the pricing supplement and will not be less
than $1.86 per $10 stated principal amount security. |
|
Trigger
level: |
80% of the
initial index value |
|
Minimum
payment at maturity: |
None. Investors may lose their entire initial investment
in the securities |
|
Interest: |
None |
Supplemental Terms of the Securities
For purposes of the accompanying product supplement, the underlying
index is an “Index.”
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
Key Investment Rationale
This
investment offers a fixed, positive return of at least 18.60% at
maturity if the final index value is greater than or equal to 80%
of the initial index value, which we refer to as the trigger level.
However, if the final index value is less than the trigger level,
the payment at maturity will be less than $8 and could be zero.
|
Upside
Scenario |
If the final index value is greater
than or equal to the trigger level, the payment at maturity for
each security will be equal to $10.00 plus the upside
payment of at least $1.86 per $10 stated principal amount
security. The actual upside payment will be provided in
the pricing supplement and will not be less than $1.86 per $10
stated principal amount security. |
|
Downside
Scenario |
If the final index value is less than the
trigger level, which means that the underlying index has
depreciated by more than 20% from the initial index value,
you will lose 1% for every 1% decline of the level of the
underlying index from the initial index value to the final index
value (e.g., a 50% depreciation of the underlying index will
result in the payment at maturity that is less than the stated
principal amount by 50%, or $5 per $10 stated principal amount
security). |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
How the Enhanced Trigger Jump Securities Work
Payoff Diagram
The
payoff diagram below illustrates the payment at maturity on the
securities based on the following terms:
|
Stated
principal amount: |
$10 per $10 stated principal amount
security |
|
Hypothetical
upside payment: |
$1.86 (18.60% of the stated
principal amount) per $10 stated principal amount
security* |
|
Trigger
level: |
80% of the initial index value (-20%
percent change in the final index value compared with the initial
index value) |
|
*The actual upside payment will be provided in the pricing
supplement and will not be less than $1.86 per $10 stated principal
amount security. |
|
Enhanced Trigger Jump Securities Payoff Diagram |
 |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
How it works
| § |
Upside Scenario: If the final index
value is greater than or equal to the trigger level, the
payment at maturity is equal to the $10 stated principal amount
plus the upside payment. Under the hypothetical terms of the
securities, in the payoff diagram, an investor would receive the
payment at maturity of $11.86 per security if the final index value
is greater than or equal to the trigger level. |
|
o |
For example, if the underlying
index appreciates 5%, investors will receive an 18.60% return, or
$11.86 per $10 stated principal amount security. |
|
o |
For example, if the underlying
index depreciates 10%, investors will receive an 18.60% return, or
$11.86 per $10 stated principal amount security. |
|
o |
For example, if the underlying
index appreciates 30%, investors will receive an 18.60% return, or
$11.86 per $10 stated principal amount security. |
| § |
Downside Scenario: If the final
index value is less than the trigger level, investors will
receive an amount that is less than the stated principal amount by
an amount proportionate to the percentage decrease of the final
index value from the initial index value. |
|
o |
For example, if the final index
value declines by 50% from the initial index value, investors will
lose 50% of their principal and the payment at maturity will be $5
per $10 stated principal amount security (50% of the stated
principal amount). |
The hypothetical returns and hypothetical payments on the
securities shown above apply only if you hold the securities for
their entire term. These hypotheticals do not reflect fees or
expenses that would be associated with any sale in the secondary
market. If these fees and expenses were included, the hypothetical
returns and hypothetical payments shown above would likely be
lower.
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
Risk Factors
The
following is a non-exhaustive list of certain key risk factors for
investors in the securities. For further discussion
of these and other risks, you should read the sections entitled
“Risk Factors” of the accompanying prospectus supplement, the
accompanying product supplement and the accompanying underlying
supplement. We also urge you to consult your investment, legal,
tax, accounting and other advisers in connection with your
investment in the securities.
Risks Relating to the Securities Generally
|
§ |
The
securities do not pay interest or guarantee the return of any
principal and your investment in the securities may result in a
loss. The terms of the securities
differ from those of ordinary debt securities in that the
securities
do not pay interest or guarantee the payment of any stated
principal amount at maturity. If the final index value is less than
the trigger level, you will receive for each security that you hold
a payment at maturity that is less than the $10 stated principal
amount of each security
by an amount proportionate to the decline in the closing level of
the underlying index on the valuation date from the initial index
value. There is no minimum payment at maturity on the securities
and, accordingly, you could lose your entire principal amount. |
|
§ |
Appreciation
potential is fixed and limited. If the final index value is greater than or
equal to the trigger level, the appreciation potential of the
securities is limited to the fixed upside payment of at least $1.86
per security (at least 18.60% of the stated principal amount), even
if the final index value is significantly greater than the initial
index value. The actual upside payment will be provided in the
pricing supplement. See “How the Enhanced Trigger Jump Securities
Work” on page 4 above. |
|
§ |
Your
ability to receive the upside payment may terminate on the
valuation date. If the final
index value is less than the trigger level, you will not be
entitled to receive the upside payment at maturity. Under these
circumstances, you will lose more than 20% of your principal amount
and may lose all of your principal amount at
maturity. |
|
§ |
The
securities are subject to the credit risks of JPMorgan Financial
and JPMorgan Chase & Co., and any actual or anticipated changes
to our or JPMorgan Chase & Co.’s credit ratings or credit
spreads may adversely affect the market value of the
securities. Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the securities.
Any actual or anticipated decline in our or JPMorgan Chase &
Co.’s credit ratings or increase in our or JPMorgan Chase &
Co.’s credit spreads determined by the market for taking that
credit risk is likely to adversely affect the market value of the
securities. If we and JPMorgan Chase & Co. were to default on
our payment obligations, you may not receive any amounts owed to
you under the securities 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
securities. If these affiliates do not make payments to us and we
fail to make payments on the securities, you may have to seek
payment under the related guarantee by JPMorgan Chase & Co.,
and that guarantee will rank pari passu with all other
unsecured and unsubordinated obligations of JPMorgan Chase &
Co. |
|
§ |
Secondary trading
may be limited. The securities
will not be listed on a securities exchange. There may be little or
no secondary market for the securities.
Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the securities
easily.
JPMS may act as a market maker for the securities,
but is not required to do so. Because we do not expect that other
market makers will participate significantly in the secondary
market for the securities,
the price at which you may be able to trade your securities
is likely to depend on the price, if any, at which JPMS
is willing to buy the securities.
If at any |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
time JPMS
or another agent does not act as a market maker, it is likely that
there would be little or no secondary market for the securities.
|
§ |
The final terms and estimated
valuation of the securities will be provided in the pricing
supplement. The final terms of the securities will be provided
in the pricing supplement. In particular, each of the estimated
value of the securities and the upside payment will be provided in
the pricing supplement and each may be as low as the applicable
minimum set forth on the cover of this document. Accordingly, you
should consider your potential investment in the securities based
on the minimums for the estimated value of the securities and the
upside payment. |
|
§ |
The tax consequences of an investment in the securities are
uncertain. There is no direct legal authority as to the proper
U.S. federal income tax characterization of the securities, and we
do not intend to request a ruling from the IRS. The IRS might not
accept, and a court might not uphold, the treatment of the
securities described in “Additional Information about the
Securities ― Additional Provisions ― Tax considerations” in this
document and in “Material U.S. Federal Income Tax Consequences” in
the accompanying product supplement. If the IRS were successful in
asserting an alternative treatment for the securities, the timing
and character of any income or loss on the securities could differ
materially and adversely from our description herein. 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 securities, possibly with retroactive effect. You
should review carefully the section entitled “Material U.S. Federal
Income Tax Consequences” in the accompanying product supplement and
consult your tax adviser regarding the U.S. federal income tax
consequences of an investment in the securities, including possible
alternative treatments and the issues presented by this
notice. |
Risks Relating to Conflicts of Interest
|
§ |
Economic interests of the issuer, the guarantor, the
calculation agent, the agent of the offering of the securities and
other affiliates of the issuer may be different from those of
investors. We
and our affiliates play a variety of roles in connection with the
issuance of the securities, including acting as calculation agent
and as an agent of the offering of the securities, hedging our
obligations under the securities and making the assumptions used to
determine the pricing of the securities and the estimated value of
the securities, which we refer to as the estimated value of the
securities. In performing these duties, our and JPMorgan Chase
& Co.’s economic interests and the economic interests of the
calculation agent and other affiliates of ours are potentially
adverse to your interests as an investor in the securities.
The calculation agent will determine the initial index value, the
trigger level and the final index value and will calculate the
amount of payment you will receive at maturity, if any.
Determinations made by the calculation agent, including with
respect to the occurrence or non-occurrence of market disruption
events, the selection of a successor to the underlying index or
calculation of the final index value in the event of a
discontinuation or material change in method of calculation of the
underlying index, may affect the payment to you at maturity. |
In addition, our
and JPMorgan Chase & Co.’s business activities,
including hedging and trading activities, could cause our
and JPMorgan Chase & Co.’s economic interests to be
adverse to yours and could adversely affect any payment on the
securities and the value of the securities. It is possible that
hedging or trading activities of ours or our affiliates in
connection with the securities could result in substantial
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
returns for us or our affiliates while the value of the securities
declines. Please refer to “Risk Factors — Risks Relating to
Conflicts of Interest” in the accompanying product supplement for
additional information about these risks.
|
§ |
Hedging and trading activities
by the issuer and its affiliates could potentially affect the value
of the securities. The hedging or trading activities of the
issuer’s affiliates and of any other hedging counterparty with
respect to the securities on or prior to the pricing date and prior
to maturity could adversely affect the level of the underlying
index and, as a result, could decrease the amount an investor may
receive on the securities at maturity, if any. Any of these hedging
or trading activities on or prior to the pricing date could
potentially affect the initial index value and the trigger level
and, therefore, could potentially increase the level that the final
index value must reach before you receive a payment at maturity
that exceeds the issue price of the securities or so that you do
not suffer a loss on your initial investment in the securities.
Additionally, these hedging or trading activities during the term
of the securities, including on the valuation date, could adversely
affect the final index value and, accordingly, the payment to you
at maturity, if any. It is possible that these hedging or trading
activities could result in substantial returns for us or our
affiliates while the value of the securities declines. |
Risks Relating to the Estimated Value and Secondary Market Prices
of the Securities
|
§ |
The
estimated value of the securities will be lower than the original
issue price (price to public) of the securities. The estimated value of the securities is only
an estimate determined by reference to several factors. The
original issue price of the securities will exceed the estimated
value of the securities because costs associated with selling,
structuring and hedging the securities are included in the original
issue price of the securities. These costs include the selling
commissions, the structuring fee, the projected profits, if any,
that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the securities and the estimated
cost of hedging our obligations under the securities. See
“Additional Information about the Securities — The estimated value
of the securities” in this document. |
|
§ |
The
estimated value of the securities does not represent future values
of the securities and may differ from others’ estimates.
The estimated value of the
securities is determined by reference to internal pricing models of
our affiliates. This estimated value of the securities is based on
market conditions and other relevant factors existing at the time
of pricing and assumptions about market parameters, which can
include volatility, dividend rates, interest rates and other
factors. Different pricing models and assumptions could provide
valuations for the securities that are greater than or less than
the estimated value of the securities. In addition, market
conditions and other relevant factors in the future may change, and
any assumptions may prove to be incorrect. On future dates, the
value of the securities could change significantly based on, among
other things, changes in market conditions, our or JPMorgan Chase
& Co.’s creditworthiness, interest rate movements and other
relevant factors, which may impact the price, if any, at which JPMS
would be willing to buy securities from you in secondary market
transactions. See “Additional Information about the Securities —
The estimated value of the securities” in this
document. |
|
§ |
The estimated value of the
securities is derived by reference to an internal funding rate.
The internal funding rate used in the determination of the
estimated value of the securities may differ from the
market-implied funding rate for vanilla fixed income instruments of
a similar maturity issued by JPMorgan Chase & Co. or its
affiliates. Any difference may be based on, among other things, our
and our affiliates’ view of the funding value of the securities as
well as the higher issuance, operational and ongoing liability
management costs of the securities in comparison to those costs for
the conventional fixed income instruments of JPMorgan Chase &
Co. This internal funding rate is based on certain market inputs
and assumptions, which may prove to be incorrect, and is intended
to approximate the prevailing market replacement funding rate for
the securities. The use of an internal funding rate and any
potential changes to that rate may have an adverse effect on the
terms of the securities and any secondary market prices of the
securities. See “Additional Information about the Securities — The
estimated value of the securities” in this document. |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
|
§ |
The value of the securities as published by JPMS (and which
may be reflected on customer account statements) may be higher than
the then-current estimated value of the securities for a limited
time period. We generally expect that some of the costs
included in the original issue price of the securities will be
partially paid back to you in connection with any repurchases of
your securities by JPMS in an amount that will decline to zero over
an initial predetermined period. These costs can include selling
commissions, the structuring fee, projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our
internal secondary market funding rates for structured debt
issuances. See “Additional Information about the Securities —
Secondary market prices of the securities” in this document for
additional information relating to this initial period.
Accordingly, the estimated value of your securities during this
initial period may be lower than the value of the securities as
published by JPMS (and which may be shown on your customer account
statements). |
|
§ |
Secondary market
prices of the securities will likely be lower than the original
issue price of the securities. Any secondary market prices of the securities
will likely be lower than the original issue price of the
securities because, among other things, secondary market prices
take into account our internal secondary market funding rates for
structured debt issuances and, also, because secondary market
prices may exclude selling commissions, the structuring fee,
projected hedging profits, if any, and estimated hedging costs that
are included in the original issue price of the securities. As a
result, the price, if any, at which JPMS will be willing to buy
securities from you in secondary market transactions, if at all, is
likely to be lower than the original issue price. Any sale by you
prior to the maturity date could result in a substantial loss to
you. See the immediately following risk factor for information
about additional factors that will impact any secondary market
prices of the securities. |
The securities are not designed
to be short-term trading instruments. Accordingly, you should be
able and willing to hold your securities to maturity. See “—
Secondary trading may be limited” below.
|
§ |
Secondary market
prices of the securities will be impacted by many economic and
market factors. The
secondary market price of the securities during their term will be
impacted by a number of economic and market factors, which may
either offset or magnify each other, aside from the selling
commissions, structuring fee, projected hedging profits, if any,
estimated hedging costs and the closing level of the underlying
index, including: |
|
o |
any actual or potential change in our or JPMorgan Chase &
Co.’s creditworthiness or credit spreads; |
|
o |
customary bid-ask spreads for similarly sized trades; |
|
o |
our internal secondary market funding rates for structured debt
issuances; |
|
o |
the actual and expected volatility of the underlying
index; |
|
o |
the time to maturity of the securities; |
|
o |
the dividend rates on the equity securities included in the
underlying index; |
|
o |
interest and yield rates in the market generally; and |
|
o |
a variety of other economic, financial, political, regulatory
and judicial events. |
Additionally, independent pricing vendors and/or third party
broker-dealers may publish a price for the securities, which may
also be reflected on customer account statements. This price may be
different (higher or lower) than the price of the securities, if
any, at which JPMS may be willing to purchase your securities in
the secondary market.
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
Risks Relating to the Underlying Index
|
§ |
JPMorgan Chase &
Co. is currently one of the companies that make up the underlying
index. JPMorgan Chase &
Co. is currently one of the companies that make up the underlying
index. JPMorgan Chase & Co. will not have any obligation to
consider your interests as a holder of the securities in taking any
corporate action that might affect the value of the underlying
index or the securities. |
|
§ |
Investing in the
securities is not equivalent to investing in the underlying
index. Investing in the
securities is not equivalent to investing in the underlying index
or its component stocks. Investors in the securities will not have
voting rights or rights to receive dividends or other distributions
or any other rights with respect to the stocks that constitute the
underlying index. |
|
§ |
Adjustments to the
underlying index could adversely affect the value of the
securities. The underlying
index publisher may discontinue or suspend calculation or
publication of the underlying index at any time. In these
circumstances, the calculation agent will have the sole discretion
to substitute a successor index that is comparable to the
discontinued underlying index and is not precluded from considering
indices that are calculated and published by the calculation agent
or any of its affiliates. |
|
§ |
Governmental
legislative and regulatory actions, including sanctions, could
adversely affect your investment in the securities.
Governmental legislative and regulatory actions, including, without
limitation, sanctions-related actions by the U.S. or a foreign
government, could prohibit or otherwise restrict persons from
holding the securities or the securities included in the underlying
index, or engaging in transactions in them, and any such action
could adversely affect the value of the securities or the
underlying index. These legislative and regulatory actions
could result in restrictions on the securities. You may lose
a significant portion or all of your initial investment in the
securities if you are forced to divest the securities due to the
government mandates, especially if such divestment must be made at
a time when the value of the securities has declined. |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
S&P 500® Index Overview
The
S&P 500® Index, which is calculated, maintained and
published by S&P Dow Jones Indices LLC, consists of stocks of
500 companies selected to provide a performance benchmark for the
U.S. equity markets. For additional information about the S&P
500® Index, see “Equity Index Descriptions — The S&P
U.S. Indices” in the accompanying underlying supplement.
Information as of market close on January 26, 2023:
|
Bloomberg
Ticker Symbol: |
SPX |
|
Current
Closing Level: |
4,060.43 |
|
52 Weeks
Ago (on 1/26/2022): |
4,349.93 |
|
52 Week
High (on 3/29/2022): |
4,631.60 |
|
52 Week Low
(on 10/12/2022): |
3,577.03 |
The following table sets forth the published high and low closing
levels, as well as end-of-quarter closing levels, of the underlying
index for each quarter in the period from January 1, 2018 through
January 26, 2023. The closing level of the underlying index on
January 26, 2023 was 4,060.43. The associated graph shows the
closing levels of the underlying index for each day in the same
period. We obtained the closing level information above and in the
table and graph below from the Bloomberg Professional®
service (“Bloomberg”), without independent verification.
The historical closing levels of the underlying index should not be
taken as an indication of future performance, and no assurance can
be given as to the closing level of the underlying index on the
valuation date. The payment of dividends on the stocks that
constitute the underlying index are not reflected in its closing
level and, therefore, have no effect on the calculation of the
payment at maturity.
|
S&P 500® Index |
High |
Low |
Period End |
|
2018 |
|
|
|
|
First
Quarter |
2,872.87 |
2,581.00 |
2,640.87 |
|
Second
Quarter |
2,786.85 |
2,581.88 |
2,718.37 |
|
Third
Quarter |
2,930.75 |
2,713.22 |
2,913.98 |
|
Fourth
Quarter |
2,925.51 |
2,351.10 |
2,506.85 |
|
2019 |
|
|
|
|
First
Quarter |
2,854.88 |
2,447.89 |
2,834.40 |
|
Second
Quarter |
2,954.18 |
2,744.45 |
2,941.76 |
|
Third
Quarter |
3,025.86 |
2,840.60 |
2,976.74 |
|
Fourth
Quarter |
3,240.02 |
2,887.61 |
3,230.78 |
|
2020 |
|
|
|
|
First
Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
|
Second
Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
|
Third
Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
|
Fourth
Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
|
2021 |
|
|
|
|
First
Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
|
Second
Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
|
Third
Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
|
Fourth
Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
S&P
500® Index |
High |
Low |
Period End |
|
2022 |
|
|
|
|
First
Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
|
Second
Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
|
Third
Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
|
Fourth
Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
|
2023 |
|
|
|
|
First
Quarter (through January 26, 2023) |
4,060.43 |
3,808.10 |
4,060.43 |
|
S&P 500® Index Historical Performance – Daily
Closing Levels*
January 2, 2018 to January 26, 2023
|
 |
|
*The dotted line in the graph indicates the hypothetical trigger
level, equal to 80% of the closing level of the underlying index on
January 26, 2023. The actual trigger level will be based on the
closing level of the underlying index on the pricing date. |
License Agreement. “Standard & Poor’s®,”
“S&P®,” “S&P 500®” and “Standard
& Poor’s 500” are trademarks of Standard & Poor’s Financial
Services LLC and have been licensed for use by JPMorgan Chase &
Co. and its affiliates, including JPMorgan Financial. See “Equity
Index Descriptions — The S&P U.S. Indices — License Agreement”
in the accompanying underlying supplement.
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
Additional Information about the Securities
Please
read this information in conjunction with the summary terms on the
front cover of this document.
|
Additional
Provisions: |
|
Postponement of
maturity date: |
If the scheduled maturity date is
not a business day, then the maturity date will be the following
business day. If the scheduled valuation date is not a
trading day or if a market disruption event occurs on that day so
that the valuation date is postponed and falls less than three
business days prior to the scheduled maturity date, the maturity
date of the securities will be postponed to the third business day
following the valuation date as postponed. |
|
Minimum
ticketing size: |
$1,000 / 100 securities |
|
Trustee: |
Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company) |
|
Calculation
agent: |
JPMS |
|
The
estimated value of the securities: |
The estimated value of the securities set forth on the cover of
this document is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the
same maturity as the securities, valued using the internal funding
rate described below, and (2) the derivative or derivatives
underlying the economic terms of the securities. The estimated
value of the securities does not represent a minimum price at which
JPMS would be willing to buy your securities in any secondary
market (if any exists) at any time. The internal funding rate used
in the determination of the estimated value of the securities may
differ from the market-implied funding rate for vanilla fixed
income instruments of a similar maturity issued by JPMorgan Chase
& Co. or its affiliates. Any difference may be based on, among
other things, our and our affiliates’ view of the funding value of
the securities as well as the higher issuance, operational and
ongoing liability management costs of the securities in comparison
to those costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding rate is based on
certain market inputs and assumptions, which may prove to be
incorrect, and is intended to approximate the prevailing market
replacement funding rate for the securities. The use of an internal
funding rate and any potential changes to that rate may have an
adverse effect on the terms of the securities and any secondary
market prices of the securities. For additional information, see
“Risk Factors — Risks Relating to the Estimated Value and Secondary
Market Prices of the Securities — The estimated value of the
securities is derived by reference to an internal funding rate” in
this document. The value of the derivative or derivatives
underlying the economic terms of the securities is derived from
internal pricing models of our affiliates. These models are
dependent on inputs such as the traded market prices of comparable
derivative instruments and on various other inputs, some of which
are market-observable, and which can include volatility, dividend
rates, interest rates and other factors, as well as assumptions
about future market events and/or environments. Accordingly, the
estimated value of the securities on the pricing date is based on
market conditions and other relevant factors and assumptions
existing at that time. See “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Securities — The
estimated value of the securities does not represent future values
of the securities and may differ from others’ estimates” in this
document.
The estimated value of the securities will be lower than the
original issue price of the securities because costs associated
with selling, structuring and hedging the securities are included
in the original issue price of the securities. These costs include
the selling commissions paid to JPMS and other affiliated or
unaffiliated dealers, the structuring fee, the projected profits,
if any, that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the securities and the
estimated cost of hedging our obligations under the securities.
Because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging may result in a
profit that is more or less than expected, or it may result in a
loss. A portion of the profits, if any, realized in hedging our
obligations under the securities 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 “Risk Factors —
Risks Relating to the Estimated Value and Secondary Market Prices
of the Securities — The estimated value of the securities will be
lower than the original issue price (price to public) of the
securities” in this document.
|
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
|
Secondary
market prices of the securities: |
For information about factors that
will impact any secondary market prices of the securities, see
“Risk Factors — Risks Relating to the Estimated Value and Secondary
Market Prices of the Securities — Secondary market prices of the
securities will be impacted by many economic and market factors” in
this document. In addition, we generally expect that some of the
costs included in the original issue price of the securities will
be partially paid back to you in connection with any repurchases of
your securities by JPMS in an amount that will decline to zero over
an initial predetermined period that is intended to be the shorter
of two years and one-half of the stated term of the securities.
The length of any such initial period reflects the structure
of the securities, whether our affiliates expect to earn a profit
in connection with our hedging activities, the estimated costs of
hedging the securities and when these costs are incurred, as
determined by our affiliates. See “Risk Factors — Risks
Relating to the Estimated Value and Secondary Market Prices of the
Securities — The value of the securities as published by JPMS (and
which may be reflected on customer account statements) may be
higher than the then-current estimated value of the securities for
a limited time period.” |
|
Tax
considerations: |
You should review carefully the section entitled “Material U.S.
Federal Income Tax Consequences” in the accompanying product
supplement no. MS-1-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 the securities.
Based on current market conditions, in the opinion of our special
tax counsel, your securities should be treated 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 securities should be treated as
long-term capital gain or loss if you hold your securities for more
than a year, whether or not you are an initial purchaser of
securities at the issue price. However, the IRS or a court may not
respect this treatment of the securities, in which case the timing
and character of any income or loss on the securities could be
materially and adversely affected. In addition, in 2007 Treasury
and the IRS released a notice requesting comments on the U.S.
federal income tax treatment of “prepaid forward contracts” and
similar instruments. The notice focuses in particular on whether to
require investors in these instruments to accrue income over the
term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with
respect to these instruments; the relevance of factors such as the
nature of the underlying property to which the instruments are
linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be
subject to the “constructive ownership” regime, 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
securities, possibly with retroactive effect. You should consult
your tax adviser regarding the U.S. federal income tax consequences
of an investment in the securities, including possible alternative
treatments and the issues presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that
include U.S. equities. Section 871(m) provides certain exceptions
to this withholding regime, including for instruments linked to
certain broad-based indices that meet requirements set forth in the
applicable Treasury regulations. Additionally, a recent IRS notice
excludes from the scope of Section 871(m) instruments issued prior
to January 1, 2025 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 securities 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 securities. You should consult your tax
adviser regarding the potential application of Section 871(m) to
the securities.
|
|
Supplemental use of
proceeds and hedging: |
The securities are offered to meet
investor demand for products that reflect the risk-return profile
and market exposure provided by the securities. See “How
the Enhanced Trigger Jump Securities Work” in this document for an
illustration of the risk-return profile of the securities and
“S&P 500® Index Overview” in this document for a
description of the market |
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
|
|
exposure provided by the securities.
The original issue price of the securities is equal to the
estimated value of the securities plus the selling commissions paid
to JPMS and other affiliated or unaffiliated dealers and the
structuring fee, plus (minus) the projected profits (losses) that
our affiliates expect to realize for assuming risks inherent in
hedging our obligations under the securities, plus the estimated
cost of hedging our obligations under the securities.
|
|
Benefit
plan investor considerations: |
See “Benefit Plan Investor
Considerations” in the accompanying product supplement. |
|
Supplemental plan of
distribution: |
Subject to regulatory constraints, JPMS intends to use its
reasonable efforts to offer to purchase the securities in the
secondary market, but is not required to do so. JPMS, acting as
agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to Morgan Stanley Wealth
Management. In addition, Morgan Stanley Wealth Management will
receive a structuring fee as set forth on the cover of this
document for each security.
We or
our affiliate may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated
counterparties in connection with the sale of the securities and
JPMS and/or an affiliate may earn additional income as a result of
payments pursuant to the swap or related hedge transactions. See “—
Supplemental use of proceeds and hedging” above and “Use of
Proceeds and Hedging” in the accompanying product supplement.
We
expect that delivery of the securities will be made against payment
for the securities on or about the original issue date set forth on
the front cover of this document, which will be the third business
day following the pricing date of the securities (this settlement
cycle being referred to as “T+3”). Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in two business
days, unless the parties to that trade expressly agree otherwise.
Accordingly, purchasers who wish to trade securities on any date
prior to two business days before delivery will be required to
specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement and should consult their own
advisors.
Canada
The
securities may be sold only to purchasers purchasing, or deemed to
be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions (“NI
45-106”) or subsection 73.3(1) of the Securities Act (Ontario) (the
“OSA”), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations (“NI-33-103”).
Accordingly, by placing a purchase order for securities, each
purchaser of securities in Canada will be deemed to have
represented to the issuer, the guarantor and each agent and dealer
participating in the sale of the securities that such
purchaser:
·
is an “accredited investor” as defined in section 1.1 of NI 45-106
or subsection 73.3(1) of the OSA and is either purchasing the
securities as principal for its own account, or is deemed to be
purchasing the securities as principal by applicable law;
·
is a “permitted client” as defined in section 1.1 of NI 31-103 and,
in particular, if the purchaser is an individual, he or she
beneficially owns financial assets (as defined in section 1.1 of NI
45-106) having an aggregate realizable value that, before taxes but
net of any related liabilities, exceeds CAD$5,000,000;
·
is not a company or other entity created or being used solely to
purchase or hold securities as an “accredited investor”; and
·
is not an “insider” of the issuer or the guarantor and is not
registered as a dealer, adviser or otherwise under the securities
laws of any province or territory of Canada.
The
securities are being distributed in Canada on a private placement
basis only and therefore any resale of the securities must be made
in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities
laws. Each of the issuer and the guarantor is not a reporting
issuer in any province or territory in Canada and the securities
are not listed on any stock exchange in Canada and there is
currently no public market for the securities in Canada. Each of
the issuer and the guarantor currently has no intention of becoming
a reporting issuer in Canada, filing a prospectus with any
securities regulatory authority in Canada to qualify the resale of
the securities to the public, or listing its securities on any
stock exchange in Canada. Canadian purchasers are advised to seek
legal advice prior to any resale of the securities.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this document (including any amendment thereto) contains
a misrepresentation, provided that the remedies for rescission or
damages are
|
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
|
|
exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser’s province or territory.
The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser’s province or territory for
particulars of these rights or consult with a legal advisor.
The
issuer, the guarantor, the agents and the dealers are relying on
the statutory exemption contained in section 3A.3 of National
Instrument 33-105 Underwriting Conflicts (“NI 33-105”), which
provides that the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering
are not applicable.
By
purchasing securities, the purchaser acknowledges that the issuer,
the guarantor, the agents and the dealers and their respective
agents and advisers may each collect, use and disclose its name,
telephone number, address, the number and value of any securities
purchased and other specified personally identifiable information
(the “personal information”), including the principal amount of
securities that it has purchased and whether the purchaser is an
“insider” of the issuer or the guarantor or a “registrant” for
purposes of meeting legal, regulatory and audit requirements and as
otherwise permitted or required by law or regulation. By purchasing
securities, the purchaser consents to the foregoing collection, use
and disclosure of the personal information pertaining to the
purchaser.
Furthermore, by purchasing securities, the purchaser acknowledges
that the personal information concerning the purchaser (A) will be
disclosed to the relevant Canadian securities regulatory
authorities and may become available to the public in accordance
with the requirements of applicable securities and freedom of
information laws and the purchaser consents to the disclosure of
the personal information; (B) is being collected indirectly by the
applicable Canadian securities regulatory authority under the
authority granted to it in securities legislation; and (C) is being
collected for the purposes of the administration and enforcement of
the applicable Canadian securities legislation. By purchasing
securities, the purchaser shall be deemed to have authorized such
indirect collection of the personal information by the relevant
Canadian securities regulatory authorities.
Questions about the indirect collection of personal information
should be directed to the securities regulatory authority in the
province of the purchaser, using the following contact information:
in British Columbia, the British Columbia Securities Commission can
be contacted at P.O. Box 10142, Pacific Center, 701 West Georgia
Street, Vancouver, British Columbia V7Y 1L2 or at (604) 899-6500 or
1-800-373-6393; in Alberta, the Alberta Securities Commission can
be contacted at Suite 600, 250 – 5th Street SW, Calgary, Alberta
T2P 0R4 or at (403) 297-6454 or 1-877-355-0585; in Saskatchewan,
the Financial and Consumer Affairs Authority of Saskatchewan can be
contacted at Suite 601 – 1919 Saskatchewan Drive, Regina,
Saskatchewan S4P 4H2 or at (306) 787-5842; in Manitoba, The
Manitoba Securities Commission can be contacted at 500 – 400 St.
Mary Avenue, Winnipeg, Manitoba R3C 4K5 or at (204) 945-2561 or
1-800-655-5244; in Ontario, the Ontario Securities Commission can
be contacted at 20 Queen Street West, 22nd Floor, Toronto, Ontario
M5H 3S8 or at (416) 593-8314 or 1-877-785-1555; in Québec, the
Autorité des marchés financiers can be contacted at 800, Square
Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec
H4Z 1G3 or at (514) 395-0337 or 1-877-525-0337; in New Brunswick,
the Financial and Consumer Services Commission (New Brunswick) can
be contacted at 85 Charlotte Street, Suite 300, Saint John, New
Brunswick E2L 2J2 or at (506) 658-3060 or 1-866-933-2222; in Nova
Scotia, the Nova Scotia Securities Commission can be contacted at
Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax,
Nova Scotia B3J 2P8 or at (902) 424-7768; in Prince Edward Island,
the Prince Edward Island Securities Office can be contacted at 95
Rochford Street, 4th Floor Shaw Building, P.O. Box 2000,
Charlottetown, Prince Edward Island C1A 7N8 or at (902) 368-4569;
and in Newfoundland and Labrador, the Director of Securities of the
Government of Newfoundland and Labrador’s Financial Services
Regulation Division can be contacted at P.O. Box 8700,
Confederation Building, 2nd Floor, West Block, Prince Philip Drive,
St. John's, Newfoundland and Labrador A1B 4J6 or at (709) 729-4189;
and (b) has authorized the indirect collection of the personal
information by the securities regulatory authority or regulator in
the local jurisdiction.
The
purchaser acknowledges that each of the issuer and the guarantor is
an entity formed under the laws of a jurisdiction outside of
Canada. Some or all of the managers and officers of the issuer or
the guarantor may be located outside Canada and, as a result, it
may not be possible for purchasers to effect service of process
within Canada upon such entity or such persons. All or a
substantial portion of the assets of each of the issuer and the
guarantor may be located outside of Canada and, as a result, it may
not be possible to satisfy a judgment in Canada against the issuer,
the guarantor or their respective directors and officers or to
enforce a judgment obtained in Canadian courts against the issuer,
the
|
JPMorgan Chase Financial Company LLC
Enhanced Trigger Jump Securities Based on the Value of the S&P
500® Index due March 5, 2025
Principal at Risk Securities
|
|
guarantor or such persons outside of Canada. The securities will
not be governed by the laws of any province or territory of Canada.
Accordingly, it may not be possible to enforce securities in
accordance with their terms in a Canadian court.
This
document does not address the Canadian tax consequences of
ownership of securities. Prospective purchasers should consult
their own tax advisors with respect to the Canadian and other tax
considerations applicable to them.
|
|
Supplemental
information about the form of the securities: |
The securities will initially be represented by a type of global
security that we refer to as a master note. A master note
represents multiple securities that may be issued at different
times and that may have different terms. The trustee and/or
paying agent will, in accordance with instructions from us, make
appropriate entries or notations in its records relating to the
master note representing the securities to indicate that the master
note evidences the securities. |
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Where you
can find more information: |
You may revoke your offer to purchase the securities at any time prior to the
time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any
offer to purchase, the securities prior to their issuance. In
the event of any changes to the terms of the securities, we will notify you and you
will be asked to accept such changes in connection with your
purchase. You may also choose to reject such changes in which case
we may reject your offer to purchase.
You
should read this document together with the accompanying
prospectus, as supplemented by the accompanying prospectus
supplement relating to our Series A medium-term notes of which
these securities are a part, and the more detailed information
contained in the accompanying product supplement and the
accompanying underlying supplement.
This
document, together with the documents listed below, contains the
terms of the securities and supersedes all other prior or
contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample
structures, stand-alone fact sheets, brochures or other educational
materials of ours. You should carefully consider, among other
things, the matters set forth in the “Risk Factors” sections of the
accompanying prospectus supplement, the accompanying product
supplement and the accompanying underlying supplement, as the
securities involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax,
accounting and other advisers before you invest in the
securities.
You may
access these documents on the SEC website at www.sec.gov as follows
(or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):
• Product supplement no. MS-1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021469/crt_dp139325-424b2.pdf
• Underlying supplement no. 1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
• Prospectus supplement and prospectus, each dated April 8,
2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and
JPMorgan Chase & Co.’s CIK is 19617.
As used
in this document, “we,” “us,” and “our” refer to JPMorgan
Financial.
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