Key Terms
Issuer:
|
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
|
Guarantor:
|
JPMorgan Chase & Co.
|
Basket:
|
The Basket is comprised of Reference Stocks of 49 U.S.-listed companies (each, a “Reference Stock” and collectively, the “Reference Stocks”). The Bloomberg ticker symbol, issuers of the Reference Stocks, the relevant exchange on which it is listed, the Stock Weight and the Initial Stock Price of each Reference Stock are set forth under “The Basket” on page PS-1 of this pricing supplement. Despite its name, there is no guarantee that the Basket will actually provide exposure to companies that exhibit positive consumer recovery characteristics.
|
Payment at Maturity:
|
Payment at maturity will reflect the performance of the Basket, subject
to the Basket Adjustment Factor. Accordingly, at maturity, you will receive an amount per $1,000 principal amount note calculated as follows:
$1,000 × (1 + Basket Return) × Basket
Adjustment Factor
Because the Basket Adjustment Factor is 99.00%, you will lose
some or all of your principal amount at maturity if the Basket Return is less than a positive return of approximately 1.0101%. In no event
will the Payment at Maturity be less than zero. For more information on how the Basket Adjustment Factor can impact your payment
at maturity, please see “What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Basket?”
in this pricing supplement.
|
Basket Return:
|
(Ending Basket Level – Starting
Basket Level)
Starting Basket Level
|
Basket Adjustment Factor:
|
99.00%
|
Starting Basket Level:
|
Set equal to 100 on the Pricing Date
|
Ending Basket Level:
|
The arithmetic average of the closing levels of the Basket on the Ending Averaging Dates
|
Closing Level of the Basket:
|
On any Ending Averaging Date, the closing
level of the Basket will be calculated as follows:
100 × [1 + sum of (Stock Return
of each Reference Stock × Stock Weight of that Reference Stock)]
A level of the Basket may be published on the Bloomberg Professional®
service (“Bloomberg”) under the Bloomberg ticker “JPPBCRE1”. Any levels so published are for informational purposes
only and are not binding in any way with respect to the notes. Although that level may appear under that Bloomberg ticker during the term
of the notes, any such level may not be the same as the closing level of the Basket determined by the calculation agent for each Ending
Averaging Date. You will not have any rights or claims, whether legal or otherwise, relating to any information regarding that level (whether
displayed on Bloomberg or elsewhere) with respect to the notes.
|
Stock Return:
|
With respect to each Reference Stock,
on each Ending Averaging Date:
(Final Stock Price – Initial
Stock Price)
Initial Stock Price
|
Initial Stock Price:
|
With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Pricing Date, as specified in “The Basket” on page PS-1 of this pricing supplement.
|
Final Stock Price:
|
With respect to each Reference Stock, on any Ending Averaging Date, the closing price of one share of that Reference Stock on that Ending Averaging Date
|
Stock Adjustment Factor:
|
With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that Reference Stock and is set initially at 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference Stock is subject to adjustment upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events” in the accompanying product supplement for further information.
|
Pricing Date:
|
May 6, 2021
|
Original Issue Date:
|
On or about May 11, 2021 (Settlement Date)
|
Ending Averaging Dates*:
|
May 13, 2022, May 16, 2022, May 17, 2022, May 18, 2022 and May 19, 2022
|
Maturity Date*:
|
May 24, 2022
|
CUSIP:
|
48129KBE9
|
|
*
|
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 Multiple Underlyings” and “General Terms of Notes — Postponement
of a Payment Date” in the accompanying product supplement
|
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page PS-12 of the accompanying product supplement and “Selected Risk Considerations” beginning
on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal
offense.
|
Price to Public (1)
|
Fees and Commissions (2)
|
Proceeds to Issuer
|
Per note
|
$1,000.00
|
$7.50
|
$992.50
|
Total
|
$4,120,000.00
|
$30,900.00
|
$4,089,100.00
|
|
(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
of $7.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement.
|
The estimated value of the notes, when the terms of the notes were set,
was $983.90 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.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying
prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes, of which these notes
are a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with
the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well
as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things,
the matters set forth in the “Risk Factors” section of the accompanying product supplement, as the notes involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before
you invest in the notes.
You may access these documents
on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC
website):
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.
The Basket
The issuer of each Reference Stock, Bloomberg ticker symbol and
the relevant exchange on which each Reference Stock is listed and the Stock Weight and the Initial Stock Price of each Reference Stock
are set forth below.
Reference Stock Issuer/Reference Stock
|
Bloomberg Ticker Symbol
|
Relevant Exchange
|
Stock Weight
|
Initial Stock Price
|
The Gap, Inc.
|
Common stock, par value $0.05 per share
|
GPS UN
|
The New York Stock Exchange
|
2.726957%
|
$34.73
|
L Brands, Inc.
|
Common stock, par value $0.50 per share
|
LB UN
|
The New York Stock Exchange
|
2.576116%
|
$65.94
|
PulteGroup, Inc.
|
Common shares, par value $0.01 per share
|
PHM UN
|
New York Stock Exchange
|
2.480837%
|
$60.61
|
Tapestry, Inc.
|
Common stock, par value $0.01 per share
|
TPR UN
|
New York Stock Exchange
|
2.403264%
|
$46.80
|
Whirlpool Corporation
|
Common stock, par value $1.00 per share
|
WHR UN
|
Chicago Stock Exchange and New York Stock Exchange
|
2.363071%
|
$250.22
|
Caesars Entertainment, Inc.
|
Common stock, par value $0.00001 per share
|
CZR UW
|
NASDAQ Stock Market
|
2.355030%
|
$102.22
|
Dave & Buster's Entertainment, Inc.
|
Common stock, par value $0.01 per share
|
PLAY UW
|
NASDAQ Global Select Market
|
2.353996%
|
$44.22
|
Norwegian Cruise Line Holdings LTD.
|
Ordinary shares, par value $0.001 per share
|
NCLH UN
|
The New York Stock Exchange
|
2.350985%
|
$27.81
|
Burlington Stores, Inc.
|
Common stock, par value $0.0001 per share
|
BURL UN
|
New York Stock Exchange
|
2.350963%
|
$324.64
|
Fortune Brands Home & Security, Inc.
|
Common stock, par value $0.01 per share
|
FBHS UN
|
New York Stock Exchange
|
2.333760%
|
$109.63
|
United Airlines Holdings, Inc.
|
Common stock, par value $0.01 per share
|
UAL UW
|
The Nasdaq Stock Market LLC
|
2.308668%
|
$53.05
|
Southwest Airlines Co.
|
Common stock, par value $1.00 per share
|
LUV UN
|
New York Stock Exchange
|
2.305816%
|
$60.69
|
Advance Auto Parts, Inc.
|
Common stock, par value $0.0001 per share
|
AAP UN
|
New York Stock Exchange
|
2.279406%
|
$204.16
|
American Express Company
|
Common shares, par value $0.20 per share
|
AXP UN
|
New York Stock Exchange
|
2.277211%
|
$156.88
|
MGM Resorts International
|
Common stock, par value $0.01 per share
|
MGM UN
|
New York Stock Exchange
|
2.217341%
|
$38.91
|
Royal Caribbean Cruises LTD
|
Common stock, par value $0.01 per share
|
RCL UN
|
New York Stock Exchange
|
2.208527%
|
$80.70
|
Alaska Air Group, Inc.
|
Common stock, par value $0.01 per share
|
ALK UN
|
New York Stock Exchange
|
2.202375%
|
$67.04
|
JPMorgan Structured Investments —
|
PS-1
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Reference Stock Issuer/Reference Stock
|
Bloomberg Ticker Symbol
|
Relevant Exchange
|
Stock Weight
|
Initial Stock Price
|
Newell Brands Inc.
|
Common stock, par value $1.00 per share
|
NWL UW
|
Nasdaq Stock Market LLC
|
2.176012%
|
$29.10
|
Restaurant Brands International Inc.
|
Common shares, no par value
|
QSR UN
|
New York Stock Exchange
|
2.162032%
|
$68.71
|
MasterCard Incorporated
|
Class A common stock, par value $0.0001 per share
|
MA UN
|
New York Stock Exchange
|
2.153838%
|
$375.48
|
Expedia Group, Inc.
|
Common stock, par value $0.0001 per share
|
EXPE UW
|
The Nasdaq Global Select Market
|
2.145441%
|
$164.82
|
Visa Inc.
|
Class A common stock, par value $0.0001 per share
|
V UN
|
New York Stock Exchange
|
2.128699%
|
$231.32
|
General Motors Company
|
Common stock, par value $0.01 per share
|
GM UN
|
New York Stock Exchange
|
2.093144%
|
$58.72
|
McDonald's Corporation
|
Common stock, par value $0.01 per share
|
MCD UN
|
New York Stock Exchange
|
2.090941%
|
$234.86
|
Booking Holdings Inc.
|
Common stock, par value $0.008 per share
|
BKNG UW
|
The NASDAQ Global Select Market
|
2.082226%
|
$2,279.35
|
Starbucks Corporation
|
Common stock, par value $0.001 per share
|
SBUX UW
|
Nasdaq Global Select Market
|
2.081091%
|
$114.74
|
Ross Stores, Inc.
|
Common stock, par value $0.01 per share
|
ROST UW
|
Nasdaq Global Select Market
|
2.078359%
|
$129.06
|
Target Corporation
|
Common stock, par value $0.0833 per share
|
TGT UN
|
New York Stock Exchange
|
2.066044%
|
$213.00
|
Wynn Resorts, Limited
|
Common stock, par value $0.01 per share
|
WYNN UW
|
Nasdaq Global Select Market
|
2.043823%
|
$122.78
|
The Coca-Cola Company
|
Common stock, par value $0.25 per share
|
KO UN
|
New York Stock Exchange
|
2.028685%
|
$54.54
|
Constellation Brands, Inc.
|
Class A common stock, par value $0.01 per share
|
STZ UN
|
New York Stock Exchange
|
2.027330%
|
$241.62
|
Dollar General Corporation
|
Common stock, par value $0.875 per share
|
DG UN
|
New York Stock Exchange
|
2.020179%
|
$218.50
|
Delta Air Lines, Inc.
|
Common stock, par value $0.0001 per share
|
DAL UN
|
New York Stock Exchange
|
2.017249%
|
$44.93
|
Las Vegas Sands Corp.
|
Common stock, par value $0.001 per share
|
LVS UN
|
New York Stock Exchange
|
2.006986%
|
$57.27
|
Five Below, Inc.
|
Common stock, par value $0.01 per share
|
FIVE UW
|
The NASDAQ Stock Market LLC
|
1.992593%
|
$192.36
|
The TJX Companies, Inc.
|
Common stock, par value $1.00 per share
|
TJX UN
|
New York Stock Exchange
|
1.983474%
|
$71.76
|
Lithia Motors, Inc.
|
Class A common stock, no par value
|
LAD UN
|
The New York Stock Exchange
|
1.978139%
|
$380.32
|
Ulta Beauty, Inc.
|
Common stock, par value $0.01 per share
|
ULTA UW
|
The NASDAQ Global Select Market
|
1.970138%
|
$316.96
|
Nordstrom, Inc.
|
Common stock, no par value
|
JWN UN
|
New York Stock Exchange
|
1.943007%
|
$38.42
|
The Walt Disney Company
|
Common stock, par value $0.01 per share
|
DIS UN
|
New York Stock Exchange
|
1.939534%
|
$181.79
|
Ford Motor Company
|
Common stock, par value $0.01 per share
|
F UN
|
New York Stock Exchange
|
1.926409%
|
$11.74
|
Best Buy Co., Inc.
|
Common stock, par value $0.10 per share
|
BBY UN
|
New York Stock Exchange
|
1.900038%
|
$120.04
|
lululemon athletica inc.
|
Common stock, par value $0.005 per share
|
LULU UW
|
Nasdaq Global Select Market
|
1.899209%
|
$321.28
|
Uber Technologies, Inc.
|
Common stock, par value $0.00001 per share
|
UBER UN
|
New York Stock Exchange
|
1.771249%
|
$46.65
|
MGM Growth Properties LLC
|
Class A shares, no par value
|
MGP UN
|
New York Stock Exchange
|
1.276034%
|
$34.64
|
American Axle & Manufacturing Holdings
|
Common stock, par value $0.01 per share
|
AXL UN
|
New York Stock Exchange
|
1.100429%
|
$9.76
|
Hostess Brands, Inc.
|
Class A common stock, par value $0.0001 per share
|
TWNK UR
|
The Nasdaq Stock Market LLC
|
1.050705%
|
$15.59
|
Cedar Fair, L.P.
|
Depositary units, no par value
|
FUN UN
|
New York Stock Exchange
|
1.008508%
|
$48.46
|
Reynolds Consumer Products Inc.
|
Common stock, par value $0.001 per share
|
REYN UW
|
Nasdaq Global Select Market
|
0.764133%
|
$30.56
|
JPMorgan Structured Investments —
|
PS-2
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
What Is the Total Return on the Notes at Maturity,
Assuming a Range of Performances for the Basket?
The following table and examples illustrate the
hypothetical total return or payment at maturity on the notes. 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. Each
hypothetical total return or payment at maturity set forth below reflects the Basket Adjustment Factor of 99.00% and the Starting Basket
Level of 100. Each hypothetical total return or 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 examples
have been rounded for ease of analysis.
Ending Basket Level
|
Basket Return
|
Total Return
|
200.0000
|
100.00000%
|
98.0000%
|
190.0000
|
90.00000%
|
88.1000%
|
180.0000
|
80.00000%
|
78.2000%
|
170.0000
|
70.00000%
|
68.3000%
|
150.0000
|
50.00000%
|
48.5000%
|
140.0000
|
40.00000%
|
38.6000%
|
130.0000
|
30.00000%
|
28.7000%
|
120.0000
|
20.00000%
|
18.8000%
|
110.0000
|
10.00000%
|
8.9000%
|
105.0000
|
5.00000%
|
3.9500%
|
101.0101
|
1.01010%
|
0.0000%
|
100.5000
|
0.50000%
|
-0.5050%
|
100.0000
|
0.00000%
|
-1.0000%
|
95.0000
|
-5.00000%
|
-5.9500%
|
90.0000
|
-10.00000%
|
-10.9000%
|
80.0000
|
-20.00000%
|
-20.8000%
|
70.0000
|
-30.00000%
|
-30.7000%
|
60.0000
|
-40.00000%
|
-40.6000%
|
50.0000
|
-50.00000%
|
-50.5000%
|
40.0000
|
-60.00000%
|
-60.4000%
|
30.0000
|
-70.00000%
|
-70.3000%
|
20.0000
|
-80.00000%
|
-80.2000%
|
10.0000
|
-90.00000%
|
-90.1000%
|
0.0000
|
-100.00000%
|
-100.0000%
|
Hypothetical Examples of Amount Payable at Maturity
The following examples illustrate how the payment at maturity in
different hypothetical scenarios is calculated.
Example 1: The level of the Basket increases from the Starting Basket
Level of 100.00 to an Ending Basket Level of 105.00. Because the Ending Basket Level of 105.00 is greater than the Starting Basket
Level of 100.00 and the Basket Return is 5.00%, the investor receives a payment at maturity of $1,039.50 per $1,000 principal amount note,
calculated as follows:
$1,000 × (1 + 5.00%) × 99.00% = $1,039.50
Example 2: The level of the Basket increases from the Starting
Basket Level of 100.00 to an Ending Basket Level of 100.50. Although the Ending Basket Level of 100.50 is greater than the Starting
Basket Level of 100.00 and the Basket Return is 0.50%, because of the negative effect of the Basket Adjustment Factor, the investor receives
a payment at maturity of $994.95 per $1,000 principal amount note, calculated as follows:
$1,000 × (1 + 0.50%) × 99.00% = $994.95
Example 3: The level of the Basket decreases from the Starting
Basket Level of 100.00 to an Ending Basket Level of 50.00. Because the Ending Basket Level of 50.00 is less than the Starting Basket
Level of 100.00 and the Basket Return is
-50.00%, the investor receives a payment at maturity of $495.00 per $1,000 principal amount note, calculated as follows:
$1,000 × (1 + -50.00%) × 99.00% =
$495.00
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 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 Structured Investments —
|
PS-3
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Selected Purchase Considerations
|
·
|
UNCAPPED INVESTMENT EXPOSURE
TO THE PERFORMANCE OF THE BASKET — The
notes provide uncapped exposure to the performance of the Basket, subject to the Basket Adjustment Factor. Because the notes are our
unsecured and unsubordinated obligations, the payment of which is fully and unconditionally guaranteed by JPMorgan Chase & Co., payment
of any amount on the notes is subject to our ability to pay our obligations as they become due and JPMorgan Chase & Co.’s ability
to pay its obligations as they become due.
|
|
·
|
RETURN LINKED TO AN UNEQUALLY
WEIGHTED BASKET OF 49 REFERENCE STOCKS — The return on the notes is linked to the performance of an unequally weighted Basket
that consists of 49 Reference Stocks as set forth under “The Basket” on page PS-1 of this pricing supplement.
|
|
·
|
TAX TREATMENT —
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, Latham & Watkins 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, subject to the possible application of the “constructive ownership” rules, 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. For example, the IRS could seek to
treat you as the beneficial owner of the underlying securities for U.S. federal income tax purposes, in particular with respect to Cedar
Fair L.P. In that event, you could be required to file tax returns in the jurisdictions in which Cedar Fair L.P. is doing business, including
U.S. federal returns (even if you are a non-U.S. investor) and to recognize your allocable share of the taxable income earned by the entity
(which, if you are a non-U.S. investor, could be subject to U.S. federal income tax). Moreover, if you are a Non-U.S. Holder, you could
potentially be subject to a 10% withholding tax on a portion of the amount realized when you sell or exchange a note (including redemption
at maturity). You should consult your tax advisor as to the possibility and the tax consequences in that event.
Even if the notes are treated as open transactions
that are not debt instruments, the notes could be treated in whole or in part as “constructive ownership transactions” within
the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would otherwise be long-term capital
gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260) would be treated as
ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a constant yield over your
holding period for the notes. Our special tax counsel has not expressed an opinion with respect to whether or to what extent the constructive
ownership rules might apply to the notes. Accordingly, U.S. Holders should consult their tax advisers regarding the potential application
of the constructive ownership rules.
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 the potential application of the constructive
ownership rules, possible alternative treatments and the issues presented by this notice. As discussed in the accompanying product supplement,
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding
tax (or a lower rate under an applicable treaty) 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, even in cases where the derivatives do not provide
for payments explicitly linked to dividends. Moreover, the applicable Treasury regulations generally require a “look through”
of certain partnerships that own stock of U.S. corporations. Accordingly, the applicable Treasury regulations can deem non-U.S. investors
to be receiving dividend equivalents in respect of those underlying U.S. stocks even if no payments on the notes are directly traceable
to any such dividends. Each such linked U.S. stock and U.S. stock owned by an applicable partnership is an “Underlying Security”.
Section 871(m) generally applies to notes that substantially replicate the economic performance of one or more Underlying Securities,
as determined upon issuance, based on tests set forth in the applicable Treasury regulations (a “Specified Security”). We
intend to treat the notes as Specified Securities and therefore as being subject to Section 871(m). Under the applicable Treasury regulations,
the dividend equivalent amount is calculated using a formula that is based on the actual dividends paid with respect to the Underlying
Securities (subject to certain assumptions), even if these dividends are not explicitly reflected in determining any payment on the note.
We have estimated the implicit dividend equivalent amounts relating to all Underlying Securities with respect to a note as set forth in
the table in Annex A. We
JPMorgan Structured Investments —
|
PS-4
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
will treat these amounts as payable on the dates set
forth in the table in Annex A. If you are a non-U.S. Holder, you should expect withholding agents to withhold 30% (or a lower rate under
the dividend provision of an applicable income tax treaty) of the estimated implicit dividend equivalent amounts from your payment at
maturity, if not sooner, based on the payment schedule listed in the table in Annex A. Furthermore, if you sell or otherwise dispose of
the notes prior to maturity, you should expect withholding agents to withhold 30% (or lower rate under the dividend provision of an applicable
income tax treaty) of any estimated implicit dividend equivalent amounts that have accrued on the notes and that have not already been
withheld on. We will not provide any further information concerning the actual dividend equivalent amounts, which may differ from our
estimated implicit dividend equivalent amounts. You should consult your tax adviser regarding the application of these rules.
Our determinations (including with respect
to the dividend equivalent amount) are generally binding on you, but are not binding on the IRS, and the IRS may disagree with our determinations.
Section 871(m) is complex and its application may depend on your particular circumstances. You should consult your tax adviser regarding
the application of Section 871(m) to the notes.
Withholding under legislation commonly referred
to as “FATCA” may (if the notes are recharacterized as debt instruments) apply to amounts treated as interest paid with respect
to the notes, as well as to payments of gross proceeds of a taxable disposition, including redemption at maturity, of a note although
under recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization),
no withholding will apply to payments of gross proceeds (other than any amount treated as interest). You should consult your tax adviser
regarding the potential application of FATCA to the notes.
We will not pay any additional amounts
with respect to any withholding tax.
Selected Risk Considerations
An investment in the notes involves significant risks. Investing
in the notes is not equivalent to investing directly in the Basket or any of the Reference Stocks. These risks are explained in more detail
in the “Risk Factors” section of the accompanying product supplement.
Risks Relating to the Notes Generally
|
·
|
YOUR INVESTMENT IN THE
NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of your principal. The amount payable at maturity, if any,
will reflect the performance of the Reference Stocks, subject to a reduction by the Basket Adjustment Factor. Because the Basket Adjustment
Factor reduces the Basket Return, if the Ending Basket Level does not exceed the Starting Basket Level by at least approximately 1.0101%,
you will lose some or all of your principal amount at maturity.
|
|
·
|
THE BASKET ADJUSTMENT FACTOR
WILL DIMINISH ANY INCREASE IN THE VALUE OF THE BASKET AND MAGNIFY ANY DECLINE IN THE VALUE OF THE BASKET — If the Basket Return
is negative or is less than a positive return of approximately 1.0101%, at maturity, you will lose some or all of your principal amount.
In addition, the Basket Adjustment Factor will diminish any increase in the value of the Basket and magnify any decline in the value of
the Basket. For each 1% that the Ending Basket Level is greater than the Starting Basket Level, the return on your principal amount will
increase by less than 1%. In addition, for each 1% that the Ending Basket Level is less than the Starting Basket Level, you will lose
more than 1% of your principal amount, provided that the payment at maturity will not be less than zero.
|
|
·
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE
& CO. — The notes are subject to our and JPMorgan Chase & Co.’s credit risks, and our and JPMorgan Chase &
Co.’s credit ratings and credit spreads may adversely affect the market value of the notes. 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.
|
|
·
|
CORRELATION (OR LACK OF
CORRELATION) OF THE REFERENCE STOCKS — The notes are linked to an unequally weighted Basket consisting of 49 Reference Stocks.
Price movements of the Reference Stocks may or may not be correlated with each other. At a time when the value of one or more of the Reference
Stocks increases, the value of the other Reference Stocks may not increase as much or may even decline. Therefore, in calculating the
Ending Basket Level, increases in the value of one or more of the Reference Stocks may be moderated, or more than offset, by the lesser
increases or declines in the values of the other Reference Stocks. In addition, high correlation of movements in the values of the Reference
Stocks during periods of negative returns among the Reference Stocks could have an adverse effect on the payment at maturity on the notes.
There can be no assurance that the Ending Basket Level will be higher than the Starting Basket Level.
|
|
·
|
NO OWNERSHIP OR DIVIDEND
RIGHTS IN THE REFERENCE STOCKS — As a holder of the notes, you will
|
JPMorgan Structured Investments —
|
PS-5
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
not have any ownership interest or rights in any
of the Reference Stocks, such as voting rights or dividend payments. In addition, the issuers of the Reference Stocks will not have any
obligation to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the relevant
Reference Stocks and the notes.
|
·
|
NO AFFILIATION WITH THE
REFERENCE STOCK ISSUERS — We are not affiliated with the issuers of the Reference Stocks. We assume no responsibility for the
adequacy of the information about the Reference Stock issuers contained in this pricing supplement. You should undertake your own investigation
into the Reference Stocks and their issuers. We are not responsible for the Reference Stock issuers’ public disclosure of information,
whether contained in SEC filings or otherwise.
|
|
·
|
NO INTEREST PAYMENTS
— As a holder of the notes, you will not receive any interest payments.
|
Risks Relating to Conflicts of Interest
|
·
|
POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the issuance of the notes, including acting as calculation agent and
as an agent of the offering of the notes, hedging our obligations under the notes and making the assumptions used to determine the pricing
of the notes and the estimated value of the notes when the terms of the notes are set, which we refer to as the estimated value of the
notes. 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 notes. 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 notes and the value of 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 for additional information about these risks.
|
We and/or our affiliates may also currently
or from time to time engage in business with the Reference Stock issuers, including extending loans to, or making equity investments in,
the Reference Stock issuers or providing advisory services to the Reference Stock issuers. In addition, one or more of our affiliates
may publish research reports or otherwise express opinions with respect to the Reference Stock issuers, and these reports may or may not
recommend that investors buy or hold the Reference Stocks. As a prospective purchaser of the notes, you should undertake an independent
investigation of the Reference Stock issuers that in your judgment is appropriate to make an informed decision with respect to an investment
in the notes.
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
|
·
|
THE ESTIMATED VALUE OF
THE NOTES IS 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 exceeds 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 — The estimated value of
the notes is determined by reference to internal pricing models of our affiliates when the terms of the notes are set. This estimated
value of the notes is based on market conditions and other relevant factors existing at that time 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 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. 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.
|
JPMorgan Structured Investments —
|
PS-6
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
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. 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 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. See the immediately
following risk consideration for information about additional factors that will impact any secondary market prices of the 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. See “— Lack of Liquidity” below.
|
·
|
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 price of one share of each Reference Stock.
|
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 Basket
|
·
|
LIMITED TRADING HISTORY
— Certain of the Reference Stocks have limited trading history. On March 20, 2019, The Walt Disney Company acquired all
of the outstanding shares of Twenty-First Century Fox, Inc. and TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company)
(“Legacy Disney”), and The Walt Disney Company became the successor SEC registrant to Legacy Disney. The class A shares of
MGM Growth Properties LLC commenced trading on the New York Stock Exchange on April 20, 2016, the common stock of Ulta Beauty, Inc. commenced
trading on the New York Stock exchange on January 30, 2017, the common stock of Uber Technologies, Inc. commenced trading on the New York
Stock Exchange on May 10, 2019, and the common stock of Reynolds Consumer Products Inc. commenced trading on the Nasdaq Global Select
Market on January 31, 2020 and therefore each has limited historical performance. Accordingly, historical information for each of these
Reference Stocks is available only since the applicable date listed above. Past performance should not be considered indicative of future
performance.
|
|
·
|
LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but is not
required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily.
Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes
is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
|
|
·
|
THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCKS
IS LIMITED AND MAY BE DISCRETIONARY — The calculation agent will make adjustments to the Stock Adjustment Factor for each Reference
Stock for certain corporate events affecting that Reference Stock. However, the calculation agent will not make an adjustment in response
to all events that could affect each Reference Stock. If an event occurs that does not require the calculation agent to make an adjustment,
the value of the notes may be materially and adversely affected. You should also be aware that the calculation agent may make adjustments
in response to events that are not described in the accompanying product supplement to account for any diluting or concentrative effect,
but the calculation agent is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.
|
|
·
|
THE INVESTMENT STRATEGY REPRESENTED BY THE BASKET MAY
NOT BE SUCCESSFUL — The Basket is comprised of the Reference Stocks of 49 U.S.-listed companies that may benefit from positive
performance of the consumer discretionary sector during the term of the note. You should undertake your own investigation into each Reference
Stock and its issuer, and you should make your own determination as to the potential performance of the consumer discretionary sector
as represented by the Basket of Reference Stock during the term of the note. There can be no assurance that the Basket Return will be
positive during the term of the notes. It is possible that the investment strategy represented by the Basket will not be successful and
that the level of the Basket and the Basket Return will be adversely affected. Moreover, there can be no assurance that the Reference
Stocks will outperform other U.S.-listed companies that may benefit from positive performance of the consumer discretionary sector.
|
|
·
|
THE REFERENCE STOCKS ARE CONCENTRATED IN THE CONSUMER
DISCRETIONARY AND FINANCIALS SECTORS — A substantial portion of the Reference Stocks has been issued by companies whose business
is associated with the consumer discretionary or financials sector. Because the value of the notes is determined by the performance of
the Basket consisting of the Reference Stocks, an investment in these notes will be concentrated in
|
JPMorgan Structured Investments —
|
PS-7
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
these sectors. As a result, the value of the notes
may be subject to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory
occurrence affecting these sectors than a different investment linked to securities of a more broadly diversified group of issuers.
|
·
|
RISKS ASSOCIATED WITH NON-U.S. SECURITIES WITH RESPECT
TO THE COMMON SHARES OF RESTAURANT BRANDS INTERNATIONAL INC., THE COMMON STOCK OF ROYAL CARIBBEAN CRUISES LTD. AND THE ORDINARY SHARES
OF NORWEGIAN CRUISE LINE HOLDINGS LTD. — Each of the common shares of Restaurant Brands International Inc., the common stock
of Royal Caribbean Cruises Ltd. and the ordinary shares of Norwegian Cruise Line Holdings Ltd. have been issued by a non-U.S. company.
Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the
issuers of those non-U.S. equity securities.
|
|
·
|
IN SOME CIRCUMSTANCES, THE PAYMENT YOU RECEIVE ON THE
NOTES MAY BE BASED ON THE VALUE OF CASH, SECURITIES (INCLUDING SECURITIES OF OTHER ISSUERS) OR OTHER PROPERTY DISTRIBUTED TO HOLDERS OF
A REFERENCE STOCK UPON THE OCCURRENCE OF A REORGANIZATION EVENT — Following certain corporate events relating to a Reference
Stock where its issuer is not the surviving entity, a liquidation of a Reference Stock issuer or other reorganization events affect a
Reference Stock issuer as described in the accompanying product supplement, a portion of any payment on the notes may be based on the
common stock (or other security) of a successor to that Reference Stock issuer or any cash or any other assets distributed to holders
of that Reference Stock in the relevant corporate event. The occurrence of these corporate events and the consequent adjustments may materially
and adversely affect the value of the notes. The specific corporate events that can lead to these adjustments and the procedures for selecting
the Exchange Property (as defined in the accompanying product supplement) are described in the accompanying product supplement.
|
JPMorgan Structured Investments —
|
PS-8
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
The Basket and the Reference
Stocks
Public Information
All information contained in this pricing supplement on the Reference
Stocks and on the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference
Stock is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the
exchange provided in the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying
product supplement. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located
by reference to the SEC file number provided in the table below, and can be accessed through www.sec.gov.
We do not make any representation that these publicly available documents
are accurate or complete. We obtained the closing prices below from Bloomberg, without independent verification. The closing prices below
may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs,
delistings and bankruptcy.
Bloomberg Ticker Symbol
|
Reference Stock Issuer/Reference Stock
|
Relevant Exchange
|
SEC File Number
|
Closing Price on May 6, 2021
|
AAP UN
|
Advance Auto Parts, Inc.
|
Common stock, par value $0.0001 per share
|
New York Stock Exchange
|
001-16797
|
$204.16
|
ALK UN
|
Alaska Air Group, Inc.
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-8957
|
$67.04
|
AXL UN
|
American Axle & Manufacturing Holdings
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-14303
|
$9.76
|
AXP UN
|
American Express Company
|
Common shares, par value $0.20 per share
|
New York Stock Exchange
|
001-7657
|
$156.88
|
BBY UN
|
Best Buy Co., Inc.
|
Common stock, par value $0.10 per share
|
New York Stock Exchange
|
001-9595
|
$120.04
|
BKNG UW
|
Booking Holdings Inc.
|
Common stock, par value $0.008 per share
|
The NASDAQ Global Select Market
|
001-36691
|
$2,279.35
|
BURL UN
|
Burlington Stores, Inc.
|
Common stock, par value $0.0001 per share
|
New York Stock Exchange
|
001-36107
|
$324.64
|
CZR UW
|
Caesars Entertainment, Inc.
|
Common stock, par value $0.00001 per share
|
NASDAQ Stock Market
|
001-36629
|
$102.22
|
DAL UN
|
Delta Air Lines, Inc.
|
Common stock, par value $0.0001 per share
|
New York Stock Exchange
|
001-5424
|
$44.93
|
DG UN
|
Dollar General Corporation
|
Common stock, par value $0.875 per share
|
New York Stock Exchange
|
001-11421
|
$218.50
|
DIS UN
|
The Walt Disney Company
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-38842
|
$181.79
|
EXPE UW
|
Expedia Group, Inc.
|
Common stock, par value $0.0001 per share
|
The Nasdaq Global Select Market
|
001-37429
|
$164.82
|
F UN
|
Ford Motor Company
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-3950
|
$11.74
|
FBHS UN
|
Fortune Brands Home & Security, Inc.
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-35166
|
$109.63
|
FIVE UW
|
Five Below, Inc.
|
Common stock, par value $0.01 per share
|
The NASDAQ Stock Market LLC
|
001-35600
|
$192.36
|
FUN UN
|
Cedar Fair, L.P.
|
Depositary units, no par value
|
New York Stock Exchange
|
001-9444
|
$48.46
|
GM UN
|
General Motors Company
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-34960
|
$58.72
|
GPS UN
|
The Gap, Inc.
|
Common stock, par value $0.05 per share
|
The New York Stock Exchange
|
001-7562
|
$34.73
|
JWN UN
|
Nordstrom, Inc.
|
Common stock, no par value
|
New York Stock Exchange
|
001-15059
|
$38.42
|
KO UN
|
The Coca-Cola Company
|
Common stock, par value $0.25 per share
|
New York Stock Exchange
|
001-02217
|
$54.54
|
LAD UN
|
Lithia Motors, Inc.
|
Class A common stock, no par value
|
The New York Stock Exchange
|
001-14733
|
$380.32
|
LB UN
|
L Brands, Inc.
|
Common stock, par value $0.50 per share
|
The New York Stock Exchange
|
001-8344
|
$65.94
|
LULU UW
|
lululemon athletica inc.
|
Common stock, par value $0.005 per share
|
Nasdaq Global Select Market
|
001-33608
|
$321.28
|
LUV UN
|
Southwest Airlines Co.
|
Common stock, par value $1.00 per share
|
New York Stock Exchange
|
001-7259
|
$60.69
|
LVS UN
|
Las Vegas Sands Corp.
|
Common stock, par value $0.001 per share
|
New York Stock Exchange
|
001-32373
|
$57.27
|
MA UN
|
MasterCard Incorporated
|
Class A common stock, par value $0.0001 per share
|
New York Stock Exchange
|
001-32877
|
$375.48
|
JPMorgan Structured Investments —
|
PS-9
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Bloomberg Ticker Symbol
|
Reference Stock Issuer/Reference Stock
|
Relevant Exchange
|
SEC File Number
|
Closing Price on May 6, 2021
|
MCD UN
|
McDonald's Corporation
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-5231
|
$234.86
|
MGM UN
|
MGM Resorts International
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-10362
|
$38.91
|
MGP UN
|
MGM Growth Properties LLC
|
Class A shares, no par value
|
New York Stock Exchange
|
001-37733
|
$34.64
|
NCLH UN
|
Norwegian Cruise Line Holdings LTD.
|
Ordinary shares, par value $0.001 per share
|
The New York Stock Exchange
|
001-35784
|
$27.81
|
NWL UW
|
Newell Brands Inc.
|
Common stock, par value $1.00 per share
|
Nasdaq Stock Market LLC
|
001-9608
|
$29.10
|
PHM UN
|
PulteGroup, Inc.
|
Common shares, par value $0.01 per share
|
New York Stock Exchange
|
001-9804
|
$60.61
|
PLAY UW
|
Dave & Buster's Entertainment, Inc.
|
Common stock, par value $0.01 per share
|
NASDAQ Global Select Market
|
001-35664
|
$44.22
|
QSR UN
|
Restaurant Brands International Inc.
|
Common shares, no par value
|
New York Stock Exchange
|
001-36786
|
$68.71
|
RCL UN
|
Royal Caribbean Cruises LTD
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-11884
|
$80.70
|
REYN UW
|
Reynolds Consumer Products Inc.
|
Common stock, par value $0.001 per share
|
Nasdaq Global Select Market
|
001-39205
|
$30.56
|
ROST UW
|
Ross Stores, Inc.
|
Common stock, par value $0.01 per share
|
Nasdaq Global Select Market
|
000-14678
|
$129.06
|
SBUX UW
|
Starbucks Corporation
|
Common stock, par value $0.001 per share
|
Nasdaq Global Select Market
|
000-20322
|
$114.74
|
STZ UN
|
Constellation Brands, Inc.
|
Class A common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-08495
|
$241.62
|
TGT UN
|
Target Corporation
|
Common stock, par value $0.0833 per share
|
New York Stock Exchange
|
001-6049
|
$213.00
|
TJX UN
|
The TJX Companies, Inc.
|
Common stock, par value $1.00 per share
|
New York Stock Exchange
|
001-4908
|
$71.76
|
TPR UN
|
Tapestry, Inc.
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
001-16153
|
$46.80
|
TWNK UR
|
Hostess Brands, Inc.
|
Class A common stock, par value $0.0001 per share
|
The Nasdaq Stock Market LLC
|
001-37540
|
$15.59
|
UAL UW
|
United Airlines Holdings, Inc.
|
Common stock, par value $0.01 per share
|
The Nasdaq Stock Market LLC
|
001-06033
|
$53.05
|
UBER UN
|
Uber Technologies, Inc.
|
Common stock, par value $0.00001 per share
|
New York Stock Exchange
|
001-38902
|
$46.65
|
ULTA UW
|
Ulta Beauty, Inc.
|
Common stock, par value $0.01 per share
|
The NASDAQ Global Select Market
|
001-33764
|
$316.96
|
V UN
|
Visa Inc.
|
Class A common stock, par value $0.0001 per share
|
New York Stock Exchange
|
001-33977
|
$231.32
|
WHR UN
|
Whirlpool Corporation
|
Common stock, par value $1.00 per share
|
Chicago Stock Exchange and New York Stock Exchange
|
001-3932
|
$250.22
|
WYNN UW
|
Wynn Resorts, Limited
|
Common stock, par value $0.01 per share
|
Nasdaq Global Select Market
|
000-50028
|
$122.78
|
According to publicly available filings of the
relevant Reference Stock issuer with the SEC:
|
·
|
Advance Auto Parts, Inc. is an automotive aftermarket parts
provider in North America, serving both professional installers (“Professional”) and “do-it-yourself” (“DIY”)
customers, as well as independently owned operators. They offer brand name, original equipment manufacturer (“OEM”) and private
label automotive replacement parts, accessories, batteries and maintenance items for domestic and imported cars, vans, sport utility vehicles
and light and heavy duty trucks.
|
|
·
|
Alaska Air Group, Inc. operates two airlines, Alaska Airlines,
Inc. and Horizon Air Industries, Inc.
|
|
·
|
American Axle & Manufacturing Holdings, Inc. is a global
supplier to the automotive industry that designs, engineers and manufactures driveline and metal forming products.
|
|
·
|
American Express Company is a globally integrated payments
company whose principal products and services are credit and charge card products, along with travel and lifestyle related services, offered
to customers and businesses around the world.
|
|
·
|
Best Buy Co., Inc. offers computing and mobile phones, consumer
electronics, appliances, entertainment and other services.
|
|
·
|
Booking Holdings Inc. connects consumers wishing to make travel
reservations with providers of travel services around the world through its online platforms.
|
|
·
|
Burlington Stores, Inc. is a retailer offering customers merchandise,
including: women’s ready-to-wear apparel, accessories, footwear, menswear, youth apparel, baby, home, coats, beauty, toys and gifts.
|
|
·
|
Caesars Entertainment, Inc. (formerly known as Eldorado Resorts,
Inc.) is a gaming and hospitality company.
|
|
·
|
Delta Air Lines, Inc. provides scheduled air transportation
for passengers and cargo throughout the United States and around the world.
|
JPMorgan Structured Investments —
|
PS-10
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
|
·
|
Dollar General Corporation is a discount retailer offering
a broad selection of merchandise, including consumable items, seasonal items, home products and apparel.
|
|
·
|
The Walt Disney Company is an entertainment company with operations
in media networks; parks, experiences and products; studio entertainment; and direct-to-consumer and international products. On March
20, 2019, The Walt Disney Company acquired all of the outstanding shares of Twenty-First Century Fox, Inc. and TWDC Enterprises 18 Corp.
(formerly known as The Walt Disney Company) (“Legacy Disney”), and The Walt Disney Company became the successor SEC registrant
to Legacy Disney.
|
|
·
|
Expedia Group, Inc. is an online travel company that provides
travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising
offerings to travel and non-travel advertisers.
|
|
·
|
Ford Motor Company designs, manufactures, markets and services
a line of Ford cars, trucks, sport utility vehicles, electrified vehicles and Lincoln luxury vehicles, provides financial services through
Ford Motor Credit Company LLC, and is pursuing positions in electrification; mobility solutions, including self-driving services; and
connected vehicle services.
|
|
·
|
Fortune Brands Home & Security, Inc.is a home and security
products company. Fortune Brands Home & Security has three business segments: Plumbing, Outdoors & Security and Cabinets.
|
|
·
|
Five Below, Inc. offers products, most priced at $5 and below
with some items up to $10, including select brands and licensed merchandise.
|
|
·
|
General Motors Company designs, builds and sells trucks, crossovers,
cars and automobile parts and also provides automotive financing services.
|
|
·
|
Cedar Fair, L.P. is a regional amusement park operator with
a portfolio consisting of amusement parks, water parks and complementary resort facilities.
|
|
·
|
The Gap, Inc. is a global apparel retail company that offers
apparel, accessories and personal care products for men, women, children and babies under the Old Navy, Gap, Banana Republic, Athleta,
Intermix, Janie and Jack and Hill City brands.
|
|
·
|
Nordstrom, Inc. is a fashion retailer offering high-quality
brand-name and private label merchandise focused on apparel, shoes, cosmetics and accessories.
|
|
·
|
The Coca-Cola Company is a nonalcoholic beverage company that
owns or licenses and markets nonalcoholic beverage brands.
|
|
·
|
Lithia Motors, Inc. is a personal transportation provider
offering an array of products and services including new and used vehicles, finance and insurance products and automotive repair and maintenance.
|
|
·
|
L Brands, Inc. operates in the specialty retail business focused
on women’s intimate and other apparel, personal care, beauty and home fragrance products.
|
|
·
|
luluemon athletica inc. is principally a designer, distributor,
and retailer of healthy lifestyle inspired athletic apparel and accessories.
|
|
·
|
Southwest Airlines Co. is a passenger airline that provides
scheduled air transportation in the United States and near-international markets.
|
|
·
|
Las Vegas Sands Corp. is a developer of destination properties
that feature accommodations, gaming, entertainment and retail malls, convention and exhibition facilities, restaurants and other amenities.
|
|
·
|
MasterCard Incorporated is a technology company in the global
payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations
worldwide, enabling them to use electronic forms of payment instead of cash and checks.
|
|
·
|
McDonald’s Corporation franchises and operates McDonald’s
restaurants, which serve a locally-relevant menu of quality food and beverages in 119 countries.
|
|
·
|
MGM Resorts International owns and operates integrated casino,
hotel and entertainment resorts.
|
|
·
|
MGM Growth Properties LLC is a publicly traded REITs engaged
in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts, whose tenants generally offer
diverse amenities including casino gaming, hotel, convention, dining, entertainment and retail offerings.
|
|
·
|
Norwegian Cruise Line Holdings LTD., a Bermudan company, is
a global cruise company that operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.
|
|
·
|
Newell Brands Inc. is a consumer goods company with a portfolio
of brands, including Rubbermaid®, Paper Mate®, Sharpie®, Dymo®, EXPO®,
Parker®, Elmer’s®, Coleman®, Marmot®, Oster®, Sunbeam®,
FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®,
NUK®, Calphalon®, Contigo®, First Alert®, Mapa®, Spontex®
and Yankee Candle®.
|
|
·
|
PulteGroup, Inc. is primarily in the homebuilding business,
with mortgage banking operations conducted principally through its subsidiary, Pulte Mortgage LLC, and title and insurance brokerage operations.
|
|
·
|
Dave & Busters’ Entertainment, Inc. owns and operates
entertainment and dining venues.
|
|
·
|
Restaurant Brands International Inc., a Canadian company,
is a quick service restaurant company that franchises or owns restaurants.
|
|
·
|
Royal Caribbean Cruises LTD., a Liberian company, is a cruise
company that controls and operates four global cruise brands: Royal Caribbean International, Celebrity Cruises, Azamara and Silversea
Cruises.
|
|
·
|
Reynolds Consumer Products Inc. produces and sells products
across three broad categories: cooking products, waste & storage products and tableware.
|
|
·
|
Ross Stores, Inc. operates two brands of off-price retail
apparel and home fashion stores.
|
|
·
|
Starbucks Corporation is a roaster, marketer and retailer
of specialty coffee.
|
|
·
|
Constellation Brands, Inc. international producer and marketer
of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy with consumer-connected brands like Corona Extra,
Modelo Especial, Robert Mondavi, Kim Crawford, Meiomi, and SVEDKA Vodka.
|
|
·
|
Target Corporation sells an assortment of general merchandise
and food.
|
|
·
|
The TJX Companies, Inc. is an off-price apparel and home fashions
retailer.
|
|
·
|
Tapestry, Inc. operates in the business of luxury accessories
and lifestyle brands.
|
|
·
|
Hostess Brands, Inc. is a packaged food company focused on
developing, manufacturing, selling and distributing snack products in North America.
|
|
·
|
United Airlines Holdings, Inc. (formerly known as United Continental
Holdings, Inc.) transports people and cargo through its mainline and regional operations.
|
JPMorgan Structured Investments —
|
PS-11
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
|
·
|
Uber Technologies, Inc. is a technology platform that uses
a network, leading technology, operations and product expertise to power movement from point A to point B.
|
|
·
|
Ulta Beauty, Inc. is a beauty retailer in the United States,
offering cosmetics, fragrance, skin care products, hair care products and salon services. On January 29, 2017, Ulta Beauty, Inc. implemented
a holding company reorganization pursuant to which Ulta Beauty, Inc. became the successor to Ulta Salon, Cosmetics & Fragrance, Inc.
(“Ulta Salon”), the formerly publicly traded company and now a wholly owned subsidiary of Ulta Beauty, Inc.
|
|
·
|
Visa Inc. facilitates digital payments across more than 200
countries and territories among a global set of consumers, merchants, financial institutions, businesses, strategic partners and government
entities through innovative technologies.
|
|
·
|
Whirlpool Corporation is a kitchen and laundry appliance company.
|
|
·
|
Wynn Resorts, Limited is a designer, developer and operator
of integrated resorts featuring hotel rooms, retail space, dining and entertainment options, meeting and convention facilities and gaming.
|
Historical Information Regarding the Basket and
the Reference Stocks
The following graphs show the historical weekly performance of the
Basket as a whole from February 7, 2020 through April 30, 2021, as well as the Reference Stocks (other than the common stock of The Walt
Disney Company, the class A shares of MGM Growth Properties LLC, the common stock of Ulta Beauty, Inc., the common stock of Uber Technologies,
Inc. and the common stock of Reynolds Consumer Products Inc.) from January 4, 2016 through April 30, 2021, the common stock of The Walt
Disney Company from March 20, 2019 through April 30, 2021, the class A shares of MGM Growth Properties LLC from April 20, 2016 through
April 30, 2021, the common stock of Ulta Beauty, Inc. from January 30, 2017 through April 30, 2021, the common stock of Uber Technologies,
Inc. from May 10, 2019 through April 30, 2021 and the common stock of Reynolds Consumer Products Inc. from January 31, 2020 through April
30, 2021. The graph of the historical Basket performance assumes the closing level of the Basket on April 30, 2021 was 100 and the Stock
Weights were as specified under “The Basket” in this pricing supplement.
We obtained the various closing prices below from the Bloomberg Professional®
service (“Bloomberg”), without independent verification. The closing prices may have been adjusted by Bloomberg for corporate
actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.
Since the commencement of trading of each Reference Stock, the price
of that Reference Stock has experienced significant fluctuations. The historical performance of each Reference Stock and the historical
performance of the Basket should not be taken as an indication of future performance, and no assurance can be given as to the closing
prices of each Reference Stock or the levels of the Basket on any Ending Averaging Date. There can be no assurance that the performance
of the Basket will result in the return of any of your principal amount.
JPMorgan Structured Investments —
|
PS-12
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-13
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-14
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-15
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
†The vertical dotted line in the graph indicates
March 20, 2019. In the graph, the performance to the left of the vertical dotted line reflects the common stock of Legacy Disney and the
performance to the right of the vertical dotted line reflects the common stock of The Walt Disney Company.
JPMorgan Structured Investments —
|
PS-16
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-17
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-18
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-19
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-20
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-21
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-22
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-23
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-24
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-25
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-26
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
†The vertical dotted line in the graph indicates January 30,
2017, which was the first day of trading of Ulta Beauty Inc.. In the graph, the performance to the left of the vertical dotted line reflects
the common stock of Ulta Salon and the performance to the right of the vertical dotted line reflects Ulta Beauty Inc.
JPMorgan Structured Investments —
|
PS-27
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JPMorgan Structured Investments —
|
PS-28
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
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 —
The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement. The value of the
derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our affiliates. These
models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some
of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions
about future market events and/or environments. Accordingly, the estimated value of the notes is determined when the terms of the notes
are set based on market conditions and other relevant factors and assumptions existing at that time. See “Selected Risk Considerations
— The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates”
in this pricing supplement.
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. We or one or more of
our affiliates will retain any profits realized in hedging our obligations under the notes. See “Selected Risk Considerations —
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 — 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 “What Is the Total Return on the Notes at Maturity,
Assuming a Range of Performances for the Basket?” and “Hypothetical Examples of Amount Payable at Maturity” in this
pricing supplement for an illustration of the risk-return profile of the notes and “The Basket and the Reference Stocks” in
this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated
value of the notes plus the selling commissions 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.
JPMorgan Structured Investments —
|
PS-29
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
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.
Validity of the Notes and the Guarantee
In the opinion of Latham & Watkins LLP, as special product
counsel to JPMorgan Financial and JPMorgan Chase & Co., when the notes offered by this pricing supplement have been executed and issued
by JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein,
such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation
of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including,
without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such special product counsel expresses
no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee.
This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature and enforceability
of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 26, 2020, which was filed as
an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 26, 2020.
JPMorgan Structured Investments —
|
PS-30
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Annex A
Estimated Dividend
Equivalent Amounts
Reference Stock Issuer/Reference Stock
|
Bloomberg Ticker Symbol
|
Deemed Payment Date
|
Expected Dividend Amounts
|
Advance Auto Parts, Inc.
|
Common stock, par value $0.0001 per share
|
AAP UN
|
July 2, 2021
|
$0.25
|
|
|
|
October 1, 2021
|
$0.25
|
|
|
|
January 7, 2022
|
$0.25
|
|
|
|
April 1, 2022
|
$0.25
|
|
|
|
July 1, 2022
|
$0.25
|
|
|
|
October 7, 2022
|
$0.25
|
|
|
|
January 6, 2023
|
$0.25
|
|
|
|
April 5, 2023
|
$0.25
|
|
|
|
July 7, 2023
|
$0.25
|
|
|
|
October 6, 2023
|
$0.25
|
|
|
|
January 5, 2024
|
$0.25
|
|
|
|
April 5, 2024
|
$0.25
|
|
|
|
July 5, 2024
|
$0.25
|
|
|
|
October 4, 2024
|
$0.25
|
|
|
|
January 3, 2025
|
$0.25
|
|
|
|
April 4, 2025
|
$0.25
|
Alaska Air Group, Inc.
|
Common stock, par value $0.01 per share
|
ALK UN
|
March 3, 2022
|
$0.10
|
|
|
|
June 2, 2022
|
$0.10
|
|
|
|
September 1, 2022
|
$0.10
|
|
|
|
December 1, 2022
|
$0.10
|
|
|
|
March 2, 2023
|
$0.11
|
|
|
|
June 1, 2023
|
$0.11
|
|
|
|
August 31, 2023
|
$0.11
|
|
|
|
November 30, 2023
|
$0.11
|
|
|
|
February 29, 2024
|
$0.12
|
|
|
|
May 30, 2024
|
$0.12
|
|
|
|
August 29, 2024
|
$0.12
|
|
|
|
November 29, 2024
|
$0.12
|
|
|
|
February 27, 2025
|
$0.13
|
American Axle & Manufacturing Holdings
|
Common stock, par value $0.01 per share
|
AXL UN
|
N/A
|
$0
|
|
|
|
|
|
|
JPMorgan Structured Investments —
|
PS-31
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
American Express Company
|
Common shares, par value $0.20 per share
|
AXP UN
|
May 10, 2021
|
$0.43
|
|
|
|
August 10, 2021
|
$0.43
|
|
|
|
November 10, 2021
|
$0.46
|
|
|
|
February 10, 2022
|
$0.46
|
|
|
|
May 10, 2022
|
$0.46
|
|
|
|
August 10, 2022
|
$0.46
|
|
|
|
November 10, 2022
|
$0.49
|
|
|
|
February 10, 2023
|
$0.49
|
|
|
|
May 10, 2023
|
$0.49
|
|
|
|
August 10, 2023
|
$0.49
|
|
|
|
November 10, 2023
|
$0.53
|
|
|
|
February 9, 2024
|
$0.53
|
|
|
|
May 10, 2024
|
$0.53
|
|
|
|
August 9, 2024
|
$0.53
|
|
|
|
November 12, 2024
|
$0.53
|
|
|
|
February 10, 2025
|
$0.53
|
Best Buy Co., Inc.
|
Common stock, par value $0.10 per share
|
BBY UN
|
July 1, 2021
|
$0.70
|
|
|
|
October 5, 2021
|
$0.70
|
|
|
|
January 4, 2022
|
$0.70
|
|
|
|
April 7, 2022
|
$0.80
|
|
|
|
July 7, 2022
|
$0.80
|
|
|
|
October 11, 2022
|
$0.80
|
|
|
|
January 3, 2023
|
$0.80
|
|
|
|
April 6, 2023
|
$0.90
|
|
|
|
July 6, 2023
|
$0.90
|
|
|
|
October 10, 2023
|
$0.90
|
|
|
|
January 2, 2024
|
$0.90
|
|
|
|
April 4, 2024
|
$0.95
|
|
|
|
July 3, 2024
|
$0.95
|
|
|
|
October 8, 2024
|
$0.95
|
|
|
|
January 7, 2025
|
$0.95
|
|
|
|
April 10, 2025
|
$1.00
|
Booking Holdings Inc.
|
Common stock, par value $0.008 per share
|
BKNG UW
|
N/A
|
$0
|
Burlington Stores, Inc.
|
Common stock, par value $0.0001 per share
|
BURL UN
|
N/A
|
$0
|
Caesars Entertainment, Inc.
|
Common stock, par value $0.00001 per share
|
CZR UW
|
N/A
|
$0
|
JPMorgan Structured Investments —
|
PS-32
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Delta Air Lines, Inc.
|
Common stock, par value $0.0001 per share
|
DAL UN
|
November 26, 2021
|
$0.10
|
|
|
|
March 18, 2022
|
$0.10
|
|
|
|
June 3, 2022
|
$0.15
|
|
|
|
September 7, 2022
|
$0.15
|
|
|
|
November 29, 2022
|
$0.15
|
|
|
|
March 17, 2023
|
$0.15
|
|
|
|
May 30, 2023
|
$0.20
|
|
|
|
August 29, 2023
|
$0.20
|
|
|
|
November 28, 2023
|
$0.20
|
|
|
|
March 15, 2024
|
$0.20
|
|
|
|
June 13, 2024
|
$0.22
|
|
|
|
September 12, 2024
|
$0.22
|
|
|
|
December 12, 2024
|
$0.22
|
|
|
|
March 14, 2025
|
$0.22
|
Dollar General Corporation
|
Common stock, par value $0.875 per share
|
DG UN
|
July 20, 2021
|
$0.39
|
|
|
|
October 19, 2021
|
$0.39
|
|
|
|
January 25, 2022
|
$0.39
|
|
|
|
May 3, 2022
|
$0.42
|
|
|
|
July 19, 2022
|
$0.42
|
|
|
|
October 25, 2022
|
$0.42
|
|
|
|
January 24, 2023
|
$0.42
|
|
|
|
May 2, 2023
|
$0.45
|
|
|
|
July 25, 2023
|
$0.45
|
|
|
|
October 24, 2023
|
$0.45
|
|
|
|
January 23, 2024
|
$0.45
|
|
|
|
April 30, 2024
|
$0.48
|
|
|
|
July 23, 2024
|
$0.48
|
|
|
|
October 22, 2024
|
$0.48
|
|
|
|
January 21, 2025
|
$0.48
|
The Walt Disney Company
|
Common stock, par value $0.01 per share
|
DIS UN
|
July 30, 2021
|
$0.00
|
|
|
|
January 10, 2022
|
$0.20
|
|
|
|
July 29, 2022
|
$0.20
|
|
|
|
January 13, 2023
|
$0.20
|
|
|
|
July 31, 2023
|
$0.20
|
|
|
|
January 12, 2024
|
$0.20
|
|
|
|
July 26, 2024
|
$0.20
|
|
|
|
January 10, 2025
|
$0.20
|
JPMorgan Structured Investments —
|
PS-33
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Expedia Group, Inc.
|
Common stock, par value $0.0001 per share
|
EXPE UW
|
September 10, 2021
|
$0.18
|
|
|
|
December 10, 2021
|
$0.18
|
|
|
|
March 24, 2022
|
$0.19
|
|
|
|
June 17, 2022
|
$0.19
|
|
|
|
September 12, 2022
|
$0.19
|
|
|
|
December 8, 2022
|
$0.19
|
|
|
|
March 30, 2023
|
$0.20
|
|
|
|
June 16, 2023
|
$0.20
|
|
|
|
September 11, 2023
|
$0.20
|
|
|
|
December 7, 2023
|
$0.20
|
|
|
|
March 27, 2024
|
$0.21
|
|
|
|
June 13, 2024
|
$0.21
|
|
|
|
September 12, 2024
|
$0.21
|
|
|
|
December 12, 2024
|
$0.21
|
Ford Motor Company
|
Common stock, par value $0.01 per share
|
F UN
|
N/A
|
$0
|
Fortune Brands Home & Security, Inc.
|
Common stock, par value $0.01 per share
|
FBHS UN
|
June 16, 2021
|
$0.26
|
|
|
|
September 15, 2021
|
$0.26
|
|
|
|
December 15, 2021
|
$0.26
|
|
|
|
March 16, 2022
|
$0.28
|
|
|
|
June 15, 2022
|
$0.28
|
|
|
|
September 15, 2022
|
$0.28
|
|
|
|
December 21, 2022
|
$0.28
|
|
|
|
March 15, 2023
|
$0.31
|
|
|
|
June 21, 2023
|
$0.31
|
|
|
|
September 20, 2023
|
$0.31
|
|
|
|
December 20, 2023
|
$0.31
|
|
|
|
March 20, 2024
|
$0.34
|
|
|
|
June 19, 2024
|
$0.34
|
|
|
|
September 18, 2024
|
$0.34
|
|
|
|
December 18, 2024
|
$0.34
|
|
|
|
March 19, 2025
|
$0.36
|
Five Below, Inc.
|
Common stock, par value $0.01 per share
|
FIVE UW
|
N/A
|
$0
|
Cedar Fair, L.P.
|
Depositary units, no par value
|
FUN UN
|
September 15, 2021
|
$0.45
|
|
|
|
December 15, 2021
|
$0.45
|
|
|
|
March 15, 2022
|
$0.45
|
|
|
|
June 15, 2022
|
$0.45
|
|
|
|
September 15, 2022
|
$0.45
|
|
|
|
December 15, 2022
|
$0.45
|
|
|
|
March 21, 2023
|
$0.45
|
|
|
|
June 15, 2023
|
$0.45
|
|
|
|
September 15, 2023
|
$0.45
|
|
|
|
December 15, 2023
|
$0.45
|
|
|
|
March 19, 2024
|
$0.45
|
|
|
|
June 17, 2024
|
$0.45
|
|
|
|
September 17, 2024
|
$0.45
|
|
|
|
December 17, 2024
|
$0.50
|
JPMorgan Structured Investments —
|
PS-34
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
General Motors Company
|
Common stock, par value $0.01 per share
|
GM UN
|
September 24, 2021
|
$0.38
|
|
|
|
December 16, 2021
|
$0.38
|
|
|
|
March 18, 2022
|
$0.38
|
|
|
|
June 17, 2022
|
$0.38
|
|
|
|
September 23, 2022
|
$0.38
|
|
|
|
December 22, 2022
|
$0.38
|
|
|
|
March 24, 2023
|
$0.38
|
|
|
|
June 23, 2023
|
$0.38
|
|
|
|
September 22, 2023
|
$0.38
|
|
|
|
December 21, 2023
|
$0.38
|
|
|
|
March 22, 2024
|
$0.38
|
|
|
|
June 21, 2024
|
$0.38
|
|
|
|
September 20, 2024
|
$0.38
|
|
|
|
December 19, 2024
|
$0.38
|
The Gap, Inc.
|
Common stock, par value $0.05 per share
|
GPS UN
|
July 28, 2021
|
$0.2425
|
|
|
|
October 27, 2021
|
$0.2425
|
|
|
|
January 26, 2022
|
$0.2425
|
|
|
|
April 27, 2022
|
$0.2500
|
|
|
|
July 27, 2022
|
$0.2500
|
|
|
|
October 26, 2022
|
$0.2500
|
|
|
|
January 25, 2023
|
$0.2500
|
|
|
|
April 26, 2023
|
$0.2500
|
|
|
|
July 26, 2023
|
$0.2500
|
|
|
|
October 25, 2023
|
$0.2500
|
|
|
|
January 31, 2024
|
$0.2500
|
|
|
|
May 1, 2024
|
$0.2600
|
|
|
|
July 30, 2024
|
$0.2600
|
|
|
|
October 29, 2024
|
$0.2600
|
|
|
|
January 31, 2025
|
$0.2600
|
|
|
|
April 30, 2025
|
$0.2600
|
Nordstrom, Inc.
|
Common stock, no par value
|
JWN UN
|
December 14, 2021
|
$0.18
|
|
|
|
March 22, 2022
|
$0.18
|
|
|
|
June 14, 2022
|
$0.18
|
|
|
|
September 12, 2022
|
$0.18
|
|
|
|
December 13, 2022
|
$0.18
|
|
|
|
March 21, 2023
|
$0.18
|
|
|
|
June 13, 2023
|
$0.18
|
|
|
|
September 21, 2023
|
$0.18
|
|
|
|
December 12, 2023
|
$0.18
|
|
|
|
March 25, 2024
|
$0.18
|
|
|
|
June 18, 2024
|
$0.18
|
|
|
|
September 16, 2024
|
$0.18
|
|
|
|
December 16, 2024
|
$0.18
|
JPMorgan Structured Investments —
|
PS-35
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
The Coca-Cola Company
|
Common stock, par value $0.25 per share
|
KO UN
|
July 1, 2021
|
$0.42
|
|
|
|
October 1, 2021
|
$0.42
|
|
|
|
December 15, 2021
|
$0.42
|
|
|
|
April 1, 2022
|
$0.42
|
|
|
|
July 1, 2022
|
$0.42
|
|
|
|
October 3, 2022
|
$0.42
|
|
|
|
December 15, 2022
|
$0.42
|
|
|
|
April 3, 2023
|
$0.42
|
|
|
|
July 3, 2023
|
$0.42
|
|
|
|
October 2, 2023
|
$0.42
|
|
|
|
December 15, 2023
|
$0.42
|
|
|
|
April 1, 2024
|
$0.42
|
|
|
|
July 1, 2024
|
$0.42
|
|
|
|
October 1, 2024
|
$0.42
|
|
|
|
December 16, 2024
|
$0.42
|
|
|
|
April 1, 2025
|
$0.42
|
Lithia Motors, Inc.
|
Class A common stock, no par value
|
LAD UN
|
May 28, 2021
|
$0.31
|
|
|
|
August 27, 2021
|
$0.32
|
|
|
|
November 26, 2021
|
$0.32
|
|
|
|
March 25, 2022
|
$0.32
|
|
|
|
May 27, 2022
|
$0.32
|
|
|
|
August 26, 2022
|
$0.33
|
|
|
|
November 25, 2022
|
$0.33
|
|
|
|
March 31, 2023
|
$0.33
|
|
|
|
May 26, 2023
|
$0.33
|
|
|
|
August 25, 2023
|
$0.34
|
|
|
|
November 24, 2023
|
$0.34
|
|
|
|
March 22, 2024
|
$0.34
|
|
|
|
May 24, 2024
|
$0.34
|
|
|
|
August 30, 2024
|
$0.35
|
|
|
|
November 29, 2024
|
$0.35
|
|
|
|
March 27, 2025
|
$0.35
|
JPMorgan Structured Investments —
|
PS-36
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
L Brands, Inc.
|
Common stock, par value $0.50 per share
|
LB UN
|
June 18, 2021
|
$0.15
|
|
|
|
September 3, 2021
|
$0.15
|
|
|
|
December 3, 2021
|
$0.15
|
|
|
|
March 4, 2022
|
$0.15
|
|
|
|
June 17, 2022
|
$0.15
|
|
|
|
September 9, 2022
|
$0.15
|
|
|
|
December 9, 2022
|
$0.15
|
|
|
|
March 10, 2023
|
$0.15
|
|
|
|
June 16, 2023
|
$0.15
|
|
|
|
September 7, 2023
|
$0.15
|
|
|
|
December 8, 2023
|
$0.15
|
|
|
|
March 8, 2024
|
$0.15
|
|
|
|
June 14, 2024
|
$0.15
|
|
|
|
September 6, 2024
|
$0.15
|
|
|
|
December 6, 2024
|
$0.15
|
|
|
|
March 6, 2025
|
$0.15
|
lululemon athletica inc.
|
Common stock, par value $0.005 per share
|
LULU UW
|
N/A
|
$0
|
Southwest Airlines Co.
|
Common stock, par value $1.00 per share
|
LUV UN
|
December 30, 2021
|
$0.18
|
|
|
|
March 24, 2022
|
$0.18
|
|
|
|
June 23, 2022
|
$0.18
|
|
|
|
September 14, 2022
|
$0.18
|
|
|
|
December 29, 2022
|
$0.20
|
|
|
|
March 23, 2023
|
$0.20
|
|
|
|
June 22, 2023
|
$0.20
|
|
|
|
August 31, 2023
|
$0.20
|
|
|
|
December 28, 2023
|
$0.22
|
|
|
|
March 21, 2024
|
$0.22
|
|
|
|
June 20, 2024
|
$0.22
|
|
|
|
September 11, 2024
|
$0.22
|
|
|
|
December 26, 2024
|
$0.24
|
|
|
|
March 20, 2025
|
$0.24
|
Las Vegas Sands Corp.
|
Common stock, par value $0.001 per share
|
LVS UN
|
June 30, 2021
|
$0.40
|
|
|
|
September 30, 2021
|
$0.40
|
|
|
|
December 31, 2021
|
$0.40
|
|
|
|
March 31, 2022
|
$0.42
|
|
|
|
June 30, 2022
|
$0.42
|
|
|
|
September 30, 2022
|
$0.42
|
|
|
|
December 30, 2022
|
$0.42
|
|
|
|
March 31, 2023
|
$0.44
|
|
|
|
June 29, 2023
|
$0.44
|
|
|
|
September 29, 2023
|
$0.44
|
|
|
|
December 28, 2023
|
$0.44
|
|
|
|
March 28, 2024
|
$0.46
|
|
|
|
June 27, 2024
|
$0.46
|
|
|
|
September 26, 2024
|
$0.46
|
|
|
|
December 26, 2024
|
$0.46
|
JPMorgan Structured Investments —
|
PS-37
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
MasterCard Incorporated
|
Class A common stock, par value $0.0001 per share
|
MA UN
|
August 6, 2021
|
$0.44
|
|
|
|
November 9, 2021
|
$0.44
|
|
|
|
February 15, 2022
|
$0.48
|
|
|
|
May 6, 2022
|
$0.48
|
|
|
|
August 12, 2022
|
$0.48
|
|
|
|
November 9, 2022
|
$0.48
|
|
|
|
February 14, 2023
|
$0.53
|
|
|
|
May 5, 2023
|
$0.53
|
|
|
|
August 11, 2023
|
$0.53
|
|
|
|
November 9, 2023
|
$0.53
|
|
|
|
February 13, 2024
|
$0.58
|
|
|
|
May 7, 2024
|
$0.58
|
|
|
|
August 9, 2024
|
$0.58
|
|
|
|
November 8, 2024
|
$0.58
|
|
|
|
February 11, 2025
|
$0.64
|
|
|
|
May 7, 2025
|
$0.64
|
McDonald's Corporation
|
Common stock, par value $0.01 per share
|
MCD UN
|
June 15, 2021
|
$1.29
|
|
|
|
September 15, 2021
|
$1.29
|
|
|
|
December 15, 2021
|
$1.33
|
|
|
|
March 15, 2022
|
$1.33
|
|
|
|
June 15, 2022
|
$1.33
|
|
|
|
September 15, 2022
|
$1.33
|
|
|
|
December 15, 2022
|
$1.37
|
|
|
|
March 15, 2023
|
$1.37
|
|
|
|
June 15, 2023
|
$1.37
|
|
|
|
September 15, 2023
|
$1.37
|
|
|
|
December 15, 2023
|
$1.41
|
|
|
|
March 15, 2024
|
$1.41
|
|
|
|
June 17, 2024
|
$1.41
|
|
|
|
September 17, 2024
|
$1.41
|
|
|
|
December 16, 2024
|
$1.45
|
|
|
|
March 17, 2025
|
$1.45
|
JPMorgan Structured Investments —
|
PS-38
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
MGM Resorts International
|
Common stock, par value $0.01 per share
|
MGM UN
|
June 15, 2021
|
$0.0025
|
|
|
|
September 15, 2021
|
$0.0025
|
|
|
|
December 15, 2021
|
$0.0025
|
|
|
|
March 15, 2022
|
$0.0025
|
|
|
|
June 15, 2022
|
$0.0075
|
|
|
|
September 15, 2022
|
$0.0075
|
|
|
|
December 15, 2022
|
$0.0075
|
|
|
|
March 15, 2023
|
$0.0075
|
|
|
|
June 15, 2023
|
$0.0150
|
|
|
|
September 15, 2023
|
$0.0150
|
|
|
|
December 15, 2023
|
$0.0150
|
|
|
|
March 15, 2024
|
$0.0150
|
|
|
|
June 14, 2024
|
$0.0300
|
|
|
|
September 16, 2024
|
$0.0300
|
|
|
|
December 16, 2024
|
$0.0300
|
|
|
|
March 17, 2025
|
$0.0300
|
MGM Growth Properties LLC
|
Class A shares, no par value
|
MGP UN
|
July 15, 2021
|
$0.4900
|
|
|
|
October 15, 2021
|
$0.4925
|
|
|
|
January 14, 2022
|
$0.4950
|
|
|
|
April 14, 2022
|
$0.4975
|
|
|
|
July 14, 2022
|
$0.5000
|
|
|
|
October 14, 2022
|
$0.5025
|
|
|
|
January 13, 2023
|
$0.5050
|
|
|
|
April 14, 2023
|
$0.5075
|
|
|
|
July 13, 2023
|
$0.5100
|
|
|
|
October 13, 2023
|
$0.5125
|
|
|
|
January 16, 2024
|
$0.5150
|
|
|
|
April 15, 2024
|
$0.5175
|
|
|
|
July 15, 2024
|
$0.5200
|
|
|
|
October 15, 2024
|
$0.5225
|
|
|
|
January 15, 2025
|
$0.5250
|
Norwegian Cruise Line Holdings LTD.
|
Ordinary shares, par value $0.001 per share
|
NCLH UN
|
N/A
|
$0
|
JPMorgan Structured Investments —
|
PS-39
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Newell Brands Inc.
|
Common stock, par value $1.00 per share
|
NWL UW
|
June 15, 2021
|
$0.23
|
|
|
|
September 14, 2021
|
$0.23
|
|
|
|
December 14, 2021
|
$0.23
|
|
|
|
March 21, 2022
|
$0.23
|
|
|
|
June 15, 2022
|
$0.23
|
|
|
|
September 20, 2022
|
$0.23
|
|
|
|
December 20, 2022
|
$0.23
|
|
|
|
March 20, 2023
|
$0.23
|
|
|
|
June 15, 2023
|
$0.23
|
|
|
|
September 19, 2023
|
$0.23
|
|
|
|
December 19, 2023
|
$0.23
|
|
|
|
March 18, 2024
|
$0.23
|
|
|
|
June 14, 2024
|
$0.23
|
|
|
|
September 17, 2024
|
$0.23
|
|
|
|
December 17, 2024
|
$0.23
|
|
|
|
March 17, 2025
|
$0.23
|
PulteGroup, Inc.
|
Common shares, par value $0.01 per share
|
PHM UN
|
July 1, 2021
|
$0.14
|
|
|
|
October 5, 2021
|
$0.14
|
|
|
|
January 3, 2022
|
$0.16
|
|
|
|
April 4, 2022
|
$0.16
|
|
|
|
July 5, 2022
|
$0.16
|
|
|
|
October 4, 2022
|
$0.16
|
|
|
|
January 3, 2023
|
$0.18
|
|
|
|
April 4, 2023
|
$0.18
|
|
|
|
July 5, 2023
|
$0.18
|
|
|
|
October 3, 2023
|
$0.18
|
|
|
|
January 3, 2024
|
$0.20
|
|
|
|
April 3, 2024
|
$0.20
|
|
|
|
July 3, 2024
|
$0.20
|
|
|
|
October 3, 2024
|
$0.20
|
|
|
|
January 3, 2025
|
$0.22
|
|
|
|
April 3, 2025
|
$0.22
|
JPMorgan Structured Investments —
|
PS-40
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Dave & Buster's Entertainment, Inc.
|
Common stock, par value $0.01 per share
|
PLAY UW
|
July 9, 2021
|
$0.16
|
|
|
|
November 10, 2021
|
$0.16
|
|
|
|
February 10, 2022
|
$0.16
|
|
|
|
April 11, 2022
|
$0.17
|
|
|
|
July 11, 2022
|
$0.17
|
|
|
|
October 11, 2022
|
$0.17
|
|
|
|
February 10, 2023
|
$0.17
|
|
|
|
April 10, 2023
|
$0.18
|
|
|
|
July 10, 2023
|
$0.18
|
|
|
|
November 10, 2023
|
$0.18
|
|
|
|
February 12, 2024
|
$0.18
|
|
|
|
April 10, 2024
|
$0.19
|
|
|
|
July 10, 2024
|
$0.19
|
|
|
|
November 12, 2024
|
$0.19
|
|
|
|
February 10, 2025
|
$0.19
|
Restaurant Brands International Inc.
|
Common shares, no par value
|
QSR UN
|
June 29, 2021
|
$0.53
|
|
|
|
October 1, 2021
|
$0.53
|
|
|
|
January 4, 2022
|
$0.53
|
|
|
|
April 1, 2022
|
$0.53
|
|
|
|
July 5, 2022
|
$0.53
|
|
|
|
October 7, 2022
|
$0.53
|
|
|
|
January 3, 2023
|
$0.53
|
|
|
|
April 6, 2023
|
$0.53
|
|
|
|
July 4, 2023
|
$0.53
|
|
|
|
October 6, 2023
|
$0.53
|
|
|
|
January 2, 2024
|
$0.53
|
|
|
|
April 5, 2024
|
$0.53
|
|
|
|
July 2, 2024
|
$0.53
|
|
|
|
October 4, 2024
|
$0.53
|
|
|
|
January 3, 2025
|
$0.53
|
|
|
|
April 4, 2025
|
$0.53
|
Royal Caribbean Cruises LTD
|
Common stock, par value $0.01 per share
|
RCL UN
|
October 12, 2021
|
$0.33
|
|
|
|
January 5, 2022
|
$0.33
|
|
|
|
April 5, 2022
|
$0.33
|
|
|
|
July 5, 2022
|
$0.33
|
|
|
|
October 11, 2022
|
$0.36
|
|
|
|
January 5, 2023
|
$0.36
|
|
|
|
April 5, 2023
|
$0.36
|
|
|
|
July 3, 2023
|
$0.36
|
|
|
|
October 11, 2023
|
$0.39
|
|
|
|
January 5, 2024
|
$0.39
|
|
|
|
April 5, 2024
|
$0.39
|
|
|
|
July 3, 2024
|
$0.39
|
|
|
|
October 11, 2024
|
$0.42
|
|
|
|
January 6, 2025
|
$0.42
|
JPMorgan Structured Investments —
|
PS-41
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Reynolds Consumer Products Inc.
|
Common stock, par value $0.001 per share
|
REYN UW
|
June 8, 2021
|
$0.23
|
|
|
|
August 31, 2021
|
$0.25
|
|
|
|
November 30, 2021
|
$0.25
|
|
|
|
March 8, 2022
|
$0.25
|
|
|
|
June 7, 2022
|
$0.25
|
|
|
|
August 31, 2022
|
$0.28
|
|
|
|
November 30, 2022
|
$0.28
|
|
|
|
March 7, 2023
|
$0.28
|
|
|
|
June 6, 2023
|
$0.28
|
|
|
|
August 31, 2023
|
$0.32
|
|
|
|
November 30, 2023
|
$0.32
|
|
|
|
March 5, 2024
|
$0.32
|
|
|
|
June 4, 2024
|
$0.32
|
|
|
|
August 30, 2024
|
$0.36
|
|
|
|
November 29, 2024
|
$0.36
|
|
|
|
March 4, 2025
|
$0.36
|
Ross Stores, Inc.
|
Common stock, par value $0.01 per share
|
ROST UW
|
June 30, 2021
|
$0.14
|
|
|
|
September 30, 2021
|
$0.14
|
|
|
|
December 31, 2021
|
$0.14
|
|
|
|
March 31, 2022
|
$0.16
|
|
|
|
June 30, 2022
|
$0.16
|
|
|
|
September 30, 2022
|
$0.16
|
|
|
|
December 30, 2022
|
$0.16
|
|
|
|
March 31, 2023
|
$0.18
|
|
|
|
June 30, 2023
|
$0.18
|
|
|
|
September 29, 2023
|
$0.18
|
|
|
|
December 29, 2023
|
$0.18
|
|
|
|
March 28, 2024
|
$0.20
|
|
|
|
June 28, 2024
|
$0.20
|
|
|
|
September 27, 2024
|
$0.20
|
|
|
|
December 31, 2024
|
$0.20
|
Starbucks Corporation
|
Common stock, par value $0.001 per share
|
SBUX UW
|
May 21, 2021
|
$0.45
|
|
|
|
August 20, 2021
|
$0.45
|
|
|
|
November 26, 2021
|
$0.50
|
|
|
|
March 4, 2022
|
$0.50
|
|
|
|
May 27, 2022
|
$0.50
|
|
|
|
August 26, 2022
|
$0.50
|
|
|
|
November 25, 2022
|
$0.55
|
|
|
|
March 3, 2023
|
$0.55
|
|
|
|
May 26, 2023
|
$0.55
|
|
|
|
August 25, 2023
|
$0.55
|
|
|
|
November 24, 2023
|
$0.60
|
|
|
|
February 23, 2024
|
$0.60
|
|
|
|
May 24, 2024
|
$0.60
|
|
|
|
August 23, 2024
|
$0.60
|
|
|
|
November 29, 2024
|
$0.66
|
|
|
|
February 27, 2025
|
$0.66
|
JPMorgan Structured Investments —
|
PS-42
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Constellation Brands, Inc.
|
Class A common stock, par value $0.01 per share
|
STZ UN
|
May 18, 2021
|
$0.75
|
|
|
|
August 24, 2021
|
$0.75
|
|
|
|
November 19, 2021
|
$0.75
|
|
|
|
February 22, 2022
|
$0.75
|
|
|
|
May 24, 2022
|
$0.75
|
|
|
|
August 30, 2022
|
$0.75
|
|
|
|
November 23, 2022
|
$0.75
|
|
|
|
February 21, 2023
|
$0.75
|
|
|
|
May 23, 2023
|
$0.75
|
|
|
|
August 29, 2023
|
$0.75
|
|
|
|
November 24, 2023
|
$0.75
|
|
|
|
February 20, 2024
|
$0.75
|
|
|
|
May 21, 2024
|
$0.75
|
|
|
|
August 27, 2024
|
$0.75
|
|
|
|
November 22, 2024
|
$0.75
|
|
|
|
February 25, 2025
|
$0.75
|
Target Corporation
|
Common stock, par value $0.0833 per share
|
TGT UN
|
June 10, 2021
|
$0.68
|
|
|
|
September 10, 2021
|
$0.70
|
|
|
|
December 10, 2021
|
$0.70
|
|
|
|
March 10, 2022
|
$0.70
|
|
|
|
June 10, 2022
|
$0.70
|
|
|
|
September 10, 2022
|
$0.72
|
|
|
|
December 10, 2022
|
$0.68
|
|
|
|
March 10, 2023
|
$0.68
|
|
|
|
June 10, 2023
|
$0.68
|
|
|
|
September 10, 2023
|
$0.70
|
|
|
|
December 10, 2023
|
$0.70
|
|
|
|
March 10, 2024
|
$0.70
|
|
|
|
June 10, 2024
|
$0.70
|
|
|
|
September 10, 2024
|
$0.72
|
|
|
|
December 10, 2024
|
$0.72
|
|
|
|
March 10, 2025
|
$0.72
|
JPMorgan Structured Investments —
|
PS-43
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
The TJX Companies, Inc.
|
Common stock, par value $1.00 per share
|
TJX UN
|
June 3, 2021
|
$0.26
|
|
|
|
September 2, 2021
|
$0.26
|
|
|
|
December 2, 2021
|
$0.26
|
|
|
|
March 3, 2022
|
$0.26
|
|
|
|
June 2, 2022
|
$0.29
|
|
|
|
September 1, 2022
|
$0.29
|
|
|
|
December 1, 2022
|
$0.29
|
|
|
|
March 2, 2023
|
$0.29
|
|
|
|
June 1, 2023
|
$0.32
|
|
|
|
September 7, 2023
|
$0.32
|
|
|
|
December 7, 2023
|
$0.32
|
|
|
|
March 7, 2024
|
$0.32
|
|
|
|
May 30, 2024
|
$0.35
|
|
|
|
September 5, 2024
|
$0.35
|
|
|
|
December 5, 2024
|
$0.35
|
|
|
|
March 6, 2025
|
$0.35
|
Tapestry, Inc.
|
Common stock, par value $0.01 per share
|
TPR UN
|
October 4, 2021
|
$0.20
|
|
|
|
December 27, 2021
|
$0.20
|
|
|
|
April 4, 2022
|
$0.25
|
|
|
|
July 5, 2022
|
$0.25
|
|
|
|
October 3, 2022
|
$0.25
|
|
|
|
December 27, 2022
|
$0.25
|
|
|
|
April 3, 2023
|
$0.30
|
|
|
|
July 3, 2023
|
$0.30
|
|
|
|
October 2, 2023
|
$0.30
|
|
|
|
January 2, 2024
|
$0.30
|
|
|
|
April 1, 2024
|
$0.30
|
|
|
|
July 1, 2024
|
$0.30
|
|
|
|
October 1, 2024
|
$0.30
|
|
|
|
December 30, 2024
|
$0.30
|
Hostess Brands, Inc.
|
Class A common stock, par value $0.0001 per share
|
TWNK UR
|
N/A
|
$0
|
United Airlines Holdings, Inc.
|
Common stock, par value $0.01 per share
|
UAL UW
|
N/A
|
$0
|
Uber Technologies, Inc.
|
Common stock, par value $0.00001 per share
|
UBER UN
|
N/A
|
$0
|
Ulta Beauty, Inc.
|
Common stock, par value $0.01 per share
|
ULTA UW
|
N/A
|
$0
|
JPMorgan Structured Investments —
|
PS-44
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Visa Inc.
|
Class A common stock, par value $0.0001 per share
|
V UN
|
June 1, 2021
|
$0.32
|
|
|
|
August 31, 2021
|
$0.32
|
|
|
|
November 30, 2021
|
$0.36
|
|
|
|
March 7, 2022
|
$0.36
|
|
|
|
June 7, 2022
|
$0.36
|
|
|
|
September 6, 2022
|
$0.36
|
|
|
|
December 6, 2022
|
$0.40
|
|
|
|
March 6, 2023
|
$0.40
|
|
|
|
June 6, 2023
|
$0.40
|
|
|
|
September 5, 2023
|
$0.40
|
|
|
|
December 5, 2023
|
$0.45
|
|
|
|
March 4, 2024
|
$0.45
|
|
|
|
June 4, 2024
|
$0.45
|
|
|
|
September 3, 2024
|
$0.45
|
|
|
|
December 3, 2024
|
$0.50
|
|
|
|
March 3, 2025
|
$0.50
|
Whirlpool Corporation
|
Common stock, par value $1.00 per share
|
WHR UN
|
June 15, 2021
|
$1.25
|
|
|
|
September 15, 2021
|
$1.25
|
|
|
|
December 15, 2021
|
$1.30
|
|
|
|
March 15, 2022
|
$1.30
|
|
|
|
June 15, 2022
|
$1.30
|
|
|
|
September 15, 2022
|
$1.30
|
|
|
|
December 15, 2022
|
$1.35
|
|
|
|
March 15, 2023
|
$1.35
|
|
|
|
June 15, 2023
|
$1.35
|
|
|
|
September 15, 2023
|
$1.35
|
|
|
|
December 15, 2023
|
$1.40
|
|
|
|
March 15, 2024
|
$1.40
|
|
|
|
June 17, 2024
|
$1.40
|
|
|
|
September 15, 2024
|
$1.40
|
|
|
|
December 15, 2024
|
$1.45
|
|
|
|
March 15, 2025
|
$1.45
|
JPMorgan Structured Investments —
|
PS-45
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
Wynn Resorts, Limited
|
Common stock, par value $0.01 per share
|
WYNN UW
|
May 25, 2021
|
$0.50
|
|
|
|
August 31, 2021
|
$0.50
|
|
|
|
November 26, 2021
|
$0.50
|
|
|
|
March 1, 2022
|
$0.50
|
|
|
|
May 31, 2022
|
$0.50
|
|
|
|
August 30, 2022
|
$0.50
|
|
|
|
November 25, 2022
|
$0.50
|
|
|
|
February 28, 2023
|
$0.75
|
|
|
|
May 30, 2023
|
$0.75
|
|
|
|
August 29, 2023
|
$0.75
|
|
|
|
November 24, 2023
|
$0.75
|
|
|
|
February 27, 2024
|
$0.75
|
|
|
|
May 30, 2024
|
$0.75
|
|
|
|
August 27, 2024
|
$0.75
|
|
|
|
November 22, 2024
|
$0.75
|
|
|
|
February 25, 2025
|
$0.75
|
JPMorgan Structured Investments —
|
PS-46
|
Return Notes Linked to the J.P. Morgan Consumer Recovery Basket of 49 Reference Stocks
|
|
JP Morgan Chase (NYSE:JPM)
Historical Stock Chart
From Mar 2024 to Apr 2024
JP Morgan Chase (NYSE:JPM)
Historical Stock Chart
From Apr 2023 to Apr 2024