Pricing supplement
To prospectus dated April 5, 2018,
prospectus supplement dated April 5, 2018 and
product supplement no. 2-I dated April 5, 2018
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Registration Statement Nos. 333-222672 and 333-222672-01
Dated July 18, 2018
Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
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Structured Investments
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$1,500,000
Digital Contingent Buffered Notes Linked to a WTI
Crude Oil Futures Contract due August 6, 2019
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co.
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General
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·
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The notes are designed for investors who seek a fixed return of 11.35%
if the Ending Contract Price of the Commodity Futures Contract is greater than or equal to the Contract Strike Price or is less
than the Contract Strike Price by up to 30%.
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·
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Investors should be willing to forgo interest payments and be willing
to lose some or all of their principal if the Ending Contract Price is less than the Contract Strike Price by more than 30%.
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·
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The notes are unsecured and unsubordinated obligations of JPMorgan Chase
Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by
JPMorgan Chase & Co.
Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes,
and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
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·
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Minimum denominations of $10,000 and integral multiples of $1,000 in
excess thereof
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Key Terms
Issuer:
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JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
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Guarantor:
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JPMorgan Chase & Co.
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Commodity Futures Contract:
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The first nearby month futures contract for WTI crude oil (Bloomberg ticker: CL1) traded on the New York Mercantile Exchange (the “NYMEX”) or, on any day that falls on the last trading day of such contract (all pursuant to the rules of the NYMEX), the second nearby month futures contract for WTI crude oil (Bloomberg ticker: CL2) traded on the NYMEX
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Payment at Maturity:
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If the Ending Contract Price is greater than or equal to the Contract Strike Price or is less than the Contract Strike Price by up to the Contingent Buffer Percentage, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Contingent Digital Return. Accordingly, under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Contingent Digital Return)
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If the Ending Contract Price is less than the Contract Strike Price by more than the Contingent Buffer Percentage, at maturity you will lose 1% of the principal amount of your notes for every 1% that the Ending Contract Price is less than the Contract Strike Price. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:
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$1,000 + ($1,000 × Contract Return)
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If the Ending Contract Price is less than the Contract Strike Price by more than the Contingent Buffer Percentage of 30%, you will lose more than 30% of your principal amount at maturity and may lose all of your principal amount at maturity.
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Contingent Digital Return:
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11.35%, which reflects the maximum return on the notes. Accordingly, the maximum payment at maturity per $1,000 principal amount note is $1,113.50.
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Contingent Buffer Percentage:
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30%
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Contract Return:
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Ending Contract Price – Contract Strike Price
Contract Strike Price
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Contract Strike Price:
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$68.97, which is a price of the Commodity Futures Contract determined by reference to certain intraday prices of the Commodity Futures Contract on the Pricing Date.
The Contract Strike Price is not determined by reference to the Contract Price on the Pricing Date.
Although the calculation agent has made all determinations and has taken all actions in relation to the establishment of the Contract Strike Price in good faith, it should be noted that such discretion could have an impact (positive or negative), on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Contract Strike Price, that might affect the value of your notes.
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Ending Contract Price:
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The arithmetic average of the Contract Prices on the Ending Averaging Dates
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Contract Price:
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On any day, the official settlement price per barrel on the NYMEX of the first nearby month futures contract for WTI crude oil, stated in U.S. dollars,
provided
that if that day falls on the last trading day of such futures contract (all pursuant to the rules of the NYMEX), then the second nearby month futures contract, as made public by the NYMEX and displayed on the Bloomberg Professional
®
service (“Bloomberg”) under the symbol “CL1” or “CL2,” as applicable, on that day.
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Pricing Date:
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July 18, 2018
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Original Issue Date:
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On or about July 23, 2018 (Settlement Date)
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Ending Averaging Dates:
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July 26, 2019, July 29, 2019, July 30, 2019, July 31, 2019, and August 1, 2019
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Maturity Date
†
:
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August 6, 2019
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CUSIP:
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46647MSL8
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†
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Subject to postponement in the event of certain market disruption events and as described under “General Terms of Notes
— Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Commodity
or Commodity Futures Contract” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying
product supplement or early acceleration in the event of a commodity hedging disruption event as described under “General
Terms of Notes — Consequences of a Commodity Hedging Disruption Event — Acceleration of the Notes” in the accompanying
product supplement and in “Selected Risk Considerations — We May Accelerate Your Notes If a Commodity Hedging Disruption
Event Occurs” in this pricing supplement
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Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page PS-9 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.
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$10
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$990
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Total
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$1,500,000
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$15,000
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$1,485,000
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(1)
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See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price
to public of the notes.
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(2)
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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 $10.00 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.
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The estimated value of
the notes, when the terms of the notes were set, was $976.50 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.
Supplemental Terms of the Notes
For purposes of the notes offered by this pricing supplement:
(1) the consequences of a commodity hedging disruption
event are described under “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — Acceleration
of the Notes” in the accompanying product supplement; and
(2) each of the Ending Averaging Dates is a “Determination
Date” as described in the accompanying product supplement and is subject to postponement as described under “General
Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to
a Commodity or Commodity Futures Contract” in the accompanying product supplement.
The notes are not futures contracts or swaps and are
not regulated under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”).
The notes are
offered pursuant to an exemption from regulation under the Commodity Exchange Act, commonly known as the hybrid instrument exemption,
that is available to securities that have one or more payments indexed to the value, level or rate of one or more commodities,
as set out in section 2(f) of that statute. Accordingly, you are not afforded any protection provided by the Commodity Exchange
Act or any regulation promulgated by the Commodity Futures Trading Commission.
JPMorgan Structured Investments —
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PS-
1
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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What Is the Total Return
on the Notes at Maturity, Assuming a Range of Performances for the Commodity Futures Contract?
The following table and examples illustrate
the hypothetical total return and the hypothetical 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 assumes a Contract Strike
Price of $70 and reflects the Contingent Buffer Percentage of 30% and the Contingent Digital Return of 11.35%. 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 in the examples below
have been rounded for ease of analysis.
Ending
Contract
Price
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Contract
Return
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Total Return
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$126.000
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80.00%
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11.35%
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$119.000
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70.00%
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11.35%
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$112.000
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60.00%
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11.35%
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$105.000
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50.00%
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11.35%
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$98.000
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40.00%
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11.35%
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$91.000
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30.00%
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11.35%
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$84.000
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20.00%
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11.35%
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$80.500
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15.00%
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11.35%
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$77.945
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11.35%
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11.35%
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$77.000
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10.00%
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11.35%
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$73.500
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5.00%
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11.35%
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$71.750
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2.50%
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11.35%
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$70.000
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0.00%
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11.35%
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$68.250
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-2.50%
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11.35%
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$66.500
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-5.00%
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11.35%
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$63.000
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-10.00%
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11.35%
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$56.000
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-20.00%
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11.35%
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$49.000
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-30.00%
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11.35%
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$48.993
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-30.01%
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-30.01%
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$42.000
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-40.00%
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-40.00%
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$35.000
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-50.00%
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-50.00%
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$28.000
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-60.00%
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-60.00%
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$21.000
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-70.00%
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-70.00%
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$14.000
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-80.00%
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-80.00%
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$7.000
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-90.00%
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-90.00%
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$0.000
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-100.00%
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-100.00%
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JPMorgan Structured Investments —
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PS-
2
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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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 price of the Commodity Futures
Contract increases from the Contract Strike Price of $70 to an Ending Contract Price of $73.50.
Because the Ending Contract Price of $73.50 is
greater than the Contract Strike Price of $70, regardless of the Contract Return, the investor receives a payment at maturity of
$1,113.50 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
11.35%) = $1,113.50
Example 2: The price of the Commodity Futures
Contract decreases from the Contract Strike Price of $70 to an Ending Contract Price of $49.
Although the Contract Return is negative, because
the Ending Contract Price of $49 is less than the Contract Strike Price of $70 by up to the Contingent Buffer Percentage of 30%,
the investor receives a payment at maturity of $1,113.50 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
11.35%) = $1,113.50
Example 3: The price of the Commodity Futures
Contract increases from the Contract Strike Price of $70 to an Ending Contract Price of $84.
Because the Ending Contract Price of $84 is greater
than the Contract Strike Price of $70 and although the Contract Return of 20% exceeds the Contingent Digital Return of 11.35%,
the investor is entitled to only the Contingent Digital Return and receives a payment at maturity of $1,113.50 per $1,000 principal
amount note, calculated as follows:
$1,000 + ($1,000 ×
11.35%) = $1,113.50
Example 4: The price of the Commodity Futures
Contract decreases from the Contract Strike Price of $70 to an Ending Contract Price of $35.
Because the Ending Contract Price of $35 is less
than the Contract Strike Price of $70 by more than the Contingent Buffer Percentage of 30% and the Contract Return is -50%, the
investor receives a payment at maturity of $500 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
-50%) = $500
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 —
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PS-
3
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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Selected Purchase Considerations
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·
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FIXED APPRECIATION POTENTIAL
— If the Ending Contract Price
is greater than or equal to the Contract Strike Price or is less than the Contract Strike Price by up to the Contingent Buffer
Percentage, you will receive a fixed return equal to the Contingent Digital Return of 11.35% at maturity, which also reflects the
maximum return on the notes at maturity.
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.
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·
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LIMITED PROTECTION AGAINST LOSS
— We will pay you at least
your principal back at maturity if the Ending Contract Price is greater than or equal to the Contract Strike Price or is less than
the Contract Strike Price by up to the Contingent Buffer Percentage of 30%. If the Ending Contract Price is less than the Contract
Strike Price by more than the Contingent Buffer Percentage, for every 1% that the Ending Contract Price is less than the Contract
Strike Price, you will lose an amount equal to 1% of the principal amount of your notes. Under these circumstances, you will lose
more than 30% of your principal amount at maturity and may lose all of your principal amount at maturity.
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·
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RETURN LINKED TO A WTI CRUDE OIL FUTURES CONTRACT
—
T
he return on the notes is linked to the official settlement
price per barrel on the NYMEX of the first nearby month (or, in some circumstances, in the second nearby month) futures contract
for WTI crude oil, stated in U.S. dollars as made public by the NYMEX and displayed on the applicable Bloomberg page. For additional
information about the Commodity Futures Contract, see the information set forth under “The Underlyings — Commodity
Futures Contracts” in the accompanying product supplement.
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·
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TAX TREATMENT
—
You should review carefully the
section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 2-I. The
following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis
Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
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Based on current market conditions,
in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt
instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences
- Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying
product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-term capital
gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue price.
However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses
in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to
which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether
these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive
effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including
possible alternative treatments and the issues presented by this notice.
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. However, under a 2015 IRS notice, this regime will not apply to payments of gross proceeds (other than any amount treated
as interest) with respect to dispositions occurring before January 1, 2019. You should consult your tax adviser regarding the potential
application of FATCA to the notes.
JPMorgan Structured Investments —
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PS-
4
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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Selected Risk Considerations
An investment in the notes involves significant
risks. Investing in the notes is not equivalent to investing directly in the Commodity Futures Contract or in any exchange-traded
or over-the-counter instruments based on, or other instruments linked to, any of the foregoing. These risks are explained in more
detail in the “Risk Factors” section of the accompanying product supplement.
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·
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YOUR INVESTMENT IN THE NOTES MAY RESULT
IN A LOSS
— The notes do not guarantee any return of principal. The return on the notes at maturity is dependent on the
performance of the Commodity Futures Contract and will depend on whether, and the extent to which, the Contract Return is positive
or negative. Your investment will be exposed to a loss if the Ending Contract Price is less than the Contract Strike Price by more
than the Contingent Buffer Percentage of 30%. In this case, for every 1% that the Ending Contract Price is less than the Contract
Strike Price, you will lose an amount equal to 1% of the principal amount of your notes. Under these circumstances, you will lose
more than 30% of your principal amount at maturity and may lose all of your principal amount at maturity.
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·
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YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED
TO THE CONTINGENT DIGITAL RETURN
— If the Ending Index Level is greater than or equal to the Contract Strike Price or
is less than the Contract Strike Price by up to the Contingent Buffer Percentage, for each $1,000 principal amount note, you will
receive at maturity $1,000
plus
an additional return equal to the Contingent Digital Return of 11.35%, regardless of the
appreciation in the Index, which may be significant.
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·
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YOUR ABILITY TO RECEIVE THE CONTINGENT
DIGITAL RETURN MAY TERMINATE ON THE FINAL ENDING AVERAGING DATE
— If the Ending Contract Price is less than the Contract
Strike Price by more than the Contingent Buffer Percentage of 30%, you will not be entitled to receive the Contingent Digital Return
at maturity. Under these circumstances, you will lose more than 30% of your principal amount at maturity and may lose all of your
principal amount at maturity.
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·
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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.
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·
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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.
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·
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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.
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In addition, although the calculation
agent has made all determinations and has taken all actions in relation to the establishment of the Contract Strike Price in good
faith, it should be noted that such discretion could have an impact (positive or negative), on the value of your notes. The calculation
agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination
of the Contract Strike Price, that might affect the value of your notes.
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·
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THE BENEFIT PROVIDED BY THE CONTINGENT BUFFER PERCENTAGE MAY TERMINATE
ON THE FINAL ENDING AVERAGING DATE
— If the Ending Contract Price is less than the Contract Strike Price by more than
the Contingent Buffer Percentage, the benefit provided by the Contingent Buffer Percentage will terminate and you will be fully
exposed to any depreciation of the Commodity Futures Contract from the Contract Strike Price to the Ending Contract Price.
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·
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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
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JPMorgan Structured Investments —
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PS-
5
|
Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
|
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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.
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·
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THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES
OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES
— 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,
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.
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|
·
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THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL
FUNDING RATE
— The internal funding rate used in the determination of the estimated value of the notes is 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-rate debt of JPMorgan
Chase & Co. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms
of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
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·
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THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED
ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD
— We generally expect that some of the costs included in the original issue price of the notes will be partially paid back
to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined
period. These costs can include projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our
internal secondary market funding rates for structured debt issuances. See “Secondary Market Prices of the 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).
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·
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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 (a) exclude selling commissions and (b) may exclude
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.
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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.
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SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC
AND MARKET FACTORS
— The secondary market price of the notes during their term will be impacted by a number of economic
and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits,
if any, estimated hedging costs and the Contract Price, including:
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any actual or potential change in our or JPMorgan Chase & Co.’s
creditworthiness or credit spreads;
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customary bid-ask spreads for similarly sized trades;
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our internal secondary market funding rates for structured debt issuances;
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the actual and expected volatility in the Contract Price of the Commodity
Futures Contract;
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the time to maturity of the notes;
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supply and demand trends for WTI crude oil and the Commodity Futures
Contract are based or the exchange-traded futures contracts on that commodity;
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interest and yield rates in the market generally; and
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a variety of other economic, financial, political, regulatory, geographical,
agricultural, meteorological and judicial events.
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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.
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OWNING THE NOTES IS NOT THE SAME AS OWNING WTI CRUDE OIL FUTURES
CONTRACTS
— The return on your notes will not reflect the return you would realize if you actually purchased WTI crude
oil futures contracts or exchange-traded or over-the-counter instruments based on WTI crude oil futures contracts. You will not
have any rights that holders of such assets or instruments have.
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WE MAY ACCELERATE YOUR NOTES IF A COMMODITY HEDGING DISRUPTION EVENT
OCCURS
— If we or our affiliates are unable to effect transactions necessary to hedge our obligations under the notes
due to a commodity hedging disruption event, we may, in our sole and absolute discretion, accelerate the payment on your notes
and pay you
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JPMorgan Structured Investments —
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PS-
6
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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an amount determined in good faith and in a commercially
reasonable manner by the calculation agent. If the payment on your notes is accelerated, your investment may result in a loss and
you may not be able to reinvest your money in a comparable investment. Please see “General Terms of Notes — Consequences
of a Commodity Hedging Disruption Event — Acceleration of the Notes” in the accompanying product supplement for more
information.
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COMMODITY FUTURES CONTRACTS ARE SUBJECT TO UNCERTAIN LEGAL AND REGULATORY
REGIMES
— Commodity futures contracts are subject to legal and regulatory regimes in the United States and, in some cases,
in other countries that may change in ways that could adversely affect our ability to hedge our obligations under the notes and
affect the value of the Commodity Futures Contract. Any future regulatory changes, including but not limited to changes resulting
from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), may have a substantial adverse
effect on the value of your notes. Additionally, under authority provided by the Dodd-Frank Act, the U.S. Commodity Futures Trading
Commission on December 5, 2016 proposed rules to establish position limits that will apply to 25 agricultural, metals and energy
futures contracts and futures, options and swaps that are economically equivalent to those futures contracts. The limits
would apply to a person’s combined position in futures, options, and swaps on the same underlying commodity. The rules, if
enacted in their proposed form, may reduce liquidity in the exchange-traded market for those commodity-based futures contracts,
which may, in turn, have an adverse effect on your payment at maturity. Furthermore, we or our affiliates may be unable as
a result of those restrictions to effect transactions necessary to hedge our obligations under the notes resulting in a commodity
hedging disruption event, in which case we may, in our sole and absolute discretion, accelerate the payment on your notes.
See “— We May Accelerate Your Notes If a Commodity Hedging Disruption Event Occurs” above.
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PRICES OF COMMODITY FUTURES CONTRACTS ARE CHARACTERIZED BY HIGH AND
UNPREDICTABLE VOLATILITY
— Market prices of commodity futures contracts tend to be highly volatile and may fluctuate
rapidly based on numerous factors, including the factors that affect the price of the commodity underlying the Commodity Futures
Contract. See “— The Market Price of WTI Crude Oil Will Affect the Value of the Notes” below. The Contract Price
is subject to variables that may be less significant to the values of traditional securities, such as stocks and bonds. These variables
may create additional investment risks that cause the value of the notes to be more volatile than the values of traditional securities.
As a general matter, the risk of low liquidity or volatile pricing around the maturity date of a commodity futures contract is
greater than in the case of other futures contracts because (among other factors) a number of market participants take physical
delivery of the underlying commodities. Many commodities are also highly cyclical. The high volatility and cyclical nature of commodity
markets may render such an investment inappropriate as the focus of an investment portfolio.
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THE MARKET PRICE OF WTI CRUDE OIL WILL AFFECT THE VALUE OF THE NOTES
— Because the notes are linked to the performance of the Contract Price of the Commodity Futures Contract, we expect that
generally the market value of the notes will depend in part on the market price of WTI crude oil. The price of WTI crude oil is
primarily affected by the global demand for and supply of crude oil, but is also influenced significantly from time to time by
speculative actions and by currency exchange rates. Crude oil prices are volatile and subject to dislocation. Demand for refined
petroleum products by consumers, as well as the agricultural, manufacturing and transportation industries, affects the price of
crude oil. Crude oil’s end-use as a refined product is often as transport fuel, industrial fuel and in-home heating fuel.
Potential for substitution in most areas exists, although considerations, including relative cost, often limit substitution levels.
Because the precursors of demand for petroleum products are linked to economic activity, demand will tend to reflect economic conditions.
Demand is also influenced by government regulations, such as environmental or consumption policies. In addition to general economic
activity and demand, prices for crude oil are affected by political events, labor activity and, in particular, direct government
intervention (such as embargos) or supply disruptions in major oil producing regions of the world. Such events tend to affect oil
prices worldwide, regardless of the location of the event. Supply for crude oil may increase or decrease depending on many factors.
These include production decisions by the Organization of the Petroleum Exporting Countries (“OPEC”) and other crude
oil producers. Crude oil prices are determined with significant influence by OPEC. OPEC has the potential to influence oil prices
worldwide because its members possess a significant portion of the world’s oil supply. In the event of sudden disruptions
in the supplies of oil, such as those caused by war, natural events, accidents or acts of terrorism, prices of oil futures contracts
could become extremely volatile and unpredictable. Also, sudden and dramatic changes in the futures market may occur, for example,
upon a cessation of hostilities that may exist in countries producing oil, the introduction of new or previously withheld supplies
into the market or the introduction of substitute products or commodities. Crude oil prices may also be affected by short-term
changes in supply and demand because of trading activities in the oil market and seasonality (
e.g.
, weather conditions such
as hurricanes). It is not possible to predict the aggregate effect of all or any combination of these factors.
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A DECISION BY THE NYMEX TO INCREASE MARGIN REQUIREMENTS FOR WTI CRUDE
OIL FUTURES CONTRACTS MAY AFFECT THE CONTRACT PRICE
— If the NYMEX increases the amount of collateral required to be
posted to hold positions in the futures contracts on WTI crude oil (
i.e.
the margin requirements), market participants who
are unwilling or unable to post additional collateral may liquidate their positions, which may cause the Contract Price to decline
significantly.
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THE NOTES DO NOT OFFER DIRECT EXPOSURE TO COMMODITY SPOT PRICES
—
The Commodity Futures Contract reflects the price of a futures contract, not a physical commodity (or its spot price). The price
of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the spot price of a commodity
reflects the immediate delivery value of the commodity. A variety of factors can lead to a disparity between the expected future
price of a commodity and the spot price at a given point in time, such as the cost of storing the commodity for the term of the
futures contract, interest charges incurred to finance the purchase of the commodity and expectations
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JPMorgan Structured Investments —
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PS-
7
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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concerning supply and demand for the commodity. The
price movements of a futures contract are typically correlated with the movements of the spot price of the referenced commodity,
but the correlation is generally imperfect and price movements in the spot market may not be reflected in the futures market (and
vice versa). Accordingly, the notes may underperform a similar investment that is linked only to commodity spot prices.
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SINGLE COMMODITY FUTURES CONTRACT PRICES TEND TO BE MORE VOLATILE
THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF COMMODITIES GENERALLY
— The notes are not linked to a diverse basket
of commodities, commodity futures contracts or a broad-based commodity index. The prices of the Commodity Futures Contract may
not correlate to the price of commodities or commodity futures contracts generally and may diverge significantly from the prices
of commodities or commodity futures contracts generally. Because the notes are linked a single commodity futures contract, they
carry greater risk and may be more volatile than notes linked to the prices of multiple commodities or commodity futures contracts
or a broad-based commodity index.
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SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE COMMODITY MARKETS
AND RELATED FUTURES MARKETS MAY ADVERSELY AFFECT THE CONTRACT PRICE, AND THEREFORE THE VALUE OF THE NOTES
— The commodity
markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the
markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some
foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single
day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of
a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has
been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading
in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could
adversely affect the Contract Price of the Commodity Futures Contract and, therefore, the value of your notes.
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NO INTEREST PAYMENTS
—
As a holder of the notes, you will not receive any interest payments.
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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.
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JPMorgan Structured Investments —
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PS-
8
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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Historical Information
The following graph sets forth the historical performance
of the Commodity Futures Contract based on the weekly historical Contract Prices of the Commodity Futures Contract from January
4, 2013 through July 13, 2018. The Contract Price of the Commodity Futures Contract on July 18, 2018 was $68.76. We obtained the
Contract Prices of the Commodity Futures Contract above and below from the Bloomberg Professional
®
service (“Bloomberg”),
without independent verification.
The historical Contract Prices should not be taken
as an indication of future performance, and no assurance can be given as to the Contract Price on any Ending Averaging Date. There
can be no assurance that the performance of the Commodity Futures Contract will result in the return of any of your principal amount.
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 is 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-rate debt of JPMorgan Chase & Co. 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,
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 is 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 Is 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 “Selected Risk Considerations — Secondary Market Prices of the Notes Will
Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition, we generally expect that some of
the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases
of your notes by JPMS in an amount
JPMorgan Structured Investments —
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PS-
9
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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that will decline to zero over an initial predetermined
period that 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.”
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 Commodity Futures Contract?” and “Hypothetical Examples
of Amounts Payable at Maturity” in this pricing supplement for an illustration of the risk-return profile of the notes and
“Selected Purchase Considerations — Return Linked to a WTI Crude Oil Futures Contract” in this pricing supplement
for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to
the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus)
the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under
the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
We expect that delivery of the notes will be made
against payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which
will be the third business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”).
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to
settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time
of any such trade to prevent a failed settlement and should consult their own advisors.
Validity of the Notes and the
Guarantee
In the opinion of Davis Polk & Wardwell LLP,
as special products 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 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 March 8, 2018, which was filed as an exhibit to
the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on March 8, 2018.
JPMorgan Structured Investments —
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PS-
10
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Contingent Buffered Notes Linked to a WTI Crude Oil Futures Contract
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