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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Index:
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The S&P 500® Index (Bloomberg ticker: SPX)
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Payment at Maturity:
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If the Ending Index Level is greater than the Initial Index Level, at maturity you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return, subject to the Maximum Upside 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 × Index Return), subject to the Maximum Upside Return
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If the Ending Index Level is equal to the Initial Index Level,
you will receive the principal amount of your notes at maturity.
If the Ending Index Level is less than the Initial Index Level
by up to the Contingent Buffer Amount, you will receive at maturity a cash payment that provides you with a return per $1,000 principal
amount note equal to the Absolute Index Return, and your payment at maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Absolute Index
Return)
Because the payment at maturity will not reflect the Absolute
Index Return if the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 24.70%,
your maximum payment at maturity if the Index Return is negative is $1,247.00 per $1,000 principal amount note.
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If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount, you will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level. 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 × Index Return)
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If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 24.70%, you will lose more than 24.70% of your principal amount at maturity and may lose all of your principal amount at maturity.
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Maximum Upside Return:
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At least 5.00%*. For example, if the Index Return is equal to
or greater than 5.00%, you will receive the Maximum Upside Return of 5.00%, which entitles you to a maximum payment at maturity
if the Index Return is positive of $1,050.00 per $1,000 principal amount note that you hold.
*The actual Maximum Upside Return will be provided in the pricing
supplement and will not be less than 5.00%.
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Contingent Buffer Amount:
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24.70%
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Index Return:
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(Ending Index Level –
Initial Index Level)
Initial Index Level
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Absolute Index Return:
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The absolute value of the Index Return. For example, if the Index Return is -5%, the Absolute Index Return will equal 5%.
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Initial Index Level:
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The closing level of the Index on the Pricing Date
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Ending Index Level:
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The arithmetic average of the closing levels of the Index on the Ending Averaging Dates
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Pricing Date:
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On or about June 12, 2020
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Original Issue Date:
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On or about June 17, 2020 (Settlement Date)
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Ending Averaging Dates*:
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June 21, 2021, June 22, 2021, June 23, 2021, June 24, 2021 and June 25, 2021
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Maturity Date*:
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June 30, 2021
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CUSIP:
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48132MGR6
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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 Underlying (Other Than a Commodity Index)” and “General Terms
of Notes — Postponement of a Payment Date” in the accompanying product supplement
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Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page PS-10 of the accompanying product supplement, “Risk Factors” beginning on page US-1
of the accompanying underlying 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, underlying 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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$1,000
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$
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$
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Total
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$
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$
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$
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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 it receives from us to other affiliated or unaffiliated
dealers. In no event will these selling commissions exceed $10.00 per $1,000 principal amount note. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying product supplement
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If the notes priced today, the estimated value of the notes
would be approximately $979.60 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes
are set, will be provided in the pricing supplement and will not be less than $960.00 per $1,000 principal amount note. See
“The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Additional Terms Specific
to the Notes
You may revoke your offer to purchase the
notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change
the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the
notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to
reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together
with the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term
notes, of which these notes are a part, and the more detailed information contained in the accompanying product supplement and
the accompanying underlying supplement. This pricing supplement, together with the documents listed below, contains the terms
of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets,
brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth
in the “Risk Factors” sections of the accompanying product supplement and the accompanying underlying supplement, as
the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisers before you invest in the notes.
You may access these documents on the SEC website
at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 1665650,
and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our”
refer to JPMorgan Financial.
JPMorgan Structured Investments —
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PS- 1
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Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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What Is the Total Return
on the Notes at Maturity, Assuming a Range of Performances for the Index?
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 an Initial Index
Level of 3,200 and a Maximum Upside Return of 5.00% and reflects the Contingent Buffer Amount of 24.70%. The actual Maximum Upside
Return will be provided in the pricing supplement and will not be less than 5.00%. 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 Index
Level
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Index Return
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Absolute Index Return
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Total Return
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5,760.00
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80.00%
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N/A
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5.00%
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5,440.00
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70.00%
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N/A
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5.00%
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5,120.00
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60.00%
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N/A
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5.00%
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4,800.00
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50.00%
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N/A
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5.00%
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4,480.00
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40.00%
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N/A
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5.00%
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4,160.00
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30.00%
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N/A
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5.00%
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3,840.00
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20.00%
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N/A
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5.00%
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3,520.00
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10.00%
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N/A
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5.00%
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3,360.00
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5.00%
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N/A
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5.00%
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3,280.00
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2.50%
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N/A
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2.50%
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3,200.00
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0.00%
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N/A
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0.00%
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3,120.00
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-2.50%
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2.50%
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2.50%
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3,040.00
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-5.00%
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5.00%
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5.00%
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2,880.00
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-10.00%
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10.00%
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10.00%
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2,560.00
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-20.00%
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20.00%
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20.00%
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2,409.60
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-24.70%
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24.70%
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24.70%
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2,409.28
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-24.71%
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N/A
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-24.71%
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2,240.00
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-30.00%
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N/A
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-30.00%
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1,920.00
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-40.00%
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N/A
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-40.00%
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1,600.00
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-50.00%
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N/A
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-50.00%
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1,280.00
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-60.00%
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N/A
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-60.00%
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960.00
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-70.00%
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N/A
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-70.00%
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640.00
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-80.00%
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N/A
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-80.00%
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320.00
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-90.00%
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N/A
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-90.00%
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0.00
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-100.00%
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N/A
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-100.00%
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JPMorgan Structured Investments —
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PS- 2
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Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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Hypothetical Examples of
Amount Payable at Maturity
The following examples illustrate how the total
payment at maturity in different hypothetical scenarios is calculated.
Example 1: The level of the Index increases
from the Initial Index Level of 3,200.00 to an Ending Index Level of 3,280.00.
Because the Ending Index Level of 3,280.00 is
greater than the Initial Index Level of 3,200.00 and the Index Return of 2.50% does not exceed the Maximum Upside Return of 5.00%,
the investor receives a payment at maturity of $1,025.00 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
2.50%) = $1,025.00
Example 2: The level of the Index decreases
from the Initial Index Level of 3,200.00 to an Ending Index Level of 3,040.00.
Although the Index Return is negative, because
the Ending Index Level of 3,040.00 is less than the Initial Index Level of 3,200.00, which does not exceed the Contingent Buffer
Amount of 24.70%, and the Absolute Index Return is 5.00%, the investor receives a payment at maturity of $1,050.00 per $1,000 principal
amount note, calculated as follows:
$1,000 + ($1,000 ×
5.00%) = $1,050.00
Example 3: The level of the Index increases
from the Initial Index Level of 3,200.00 to an Ending Index Level of 4,160.00.
Because the Ending Index Level of 4,160.00 is
greater than the Initial Index Level of 3,200.00 and the Index Return of 30.00% exceeds the Maximum Upside Return of 5.00%, the
investor receives a payment at maturity of $1,050.00 per $1,000 principal amount note, the maximum payment at maturity if the Index
Return is positive.
Example 4: The level of the Index decreases
from the Initial Index Level of 3,200.00 to an Ending Index Level of 1,600.00.
Because the Ending Index Level of 1,600.00 is
less than the Initial Index Level of 3,200.00 by more than the Contingent Buffer Amount of 24.70% and the Index Return is -50.00%,
the investor receives a payment at maturity of $500.00 per $1,000 principal amount note, calculated as follows:
$1,000 + ($1,000 ×
-50.00%) = $500.00
Example 5: The level of the Index decreases
from the Initial Index Level of 3,200.00 to an Ending Index Level of 2,409.60. Although the Index Return is negative, because
the Ending Index Level of 2,409.60 is less than the Initial Index Level of 3,200.00 by up to the Contingent Buffer Amount of 24.70%
and the Absolute Index Return is 24.70%, the investor receives a payment at maturity of $1,247.00 per $1,000 principal amount note,
the maximum payment at maturity if the Index Return is negative, calculated as follows:
$1,000 + ($1,000 ×
24.70%) = $1,247.00
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 —
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PS- 3
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Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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Selected Purchase Considerations
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·
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CAPPED, UNLEVERAGED
APPRECIATION POTENTIAL IF THE INDEX RETURN IS POSITIVE — The notes provide the opportunity to earn a capped, unleveraged
return equal to a positive Index Return, up to the Maximum Upside Return of at least 5.00%. Accordingly, the maximum payment at
maturity if the Index Return is positive is $1,050.00 per $1,000 principal amount note. The actual Maximum Upside Return will be
provided in the pricing supplement and will not be less than 5.00%. 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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POTENTIAL FOR UP
TO A 24.70% RETURN ON THE NOTES EVEN IF THE INDEX RETURN IS NEGATIVE — If the Ending Index Level is less than the Initial
Index Level by up to the Contingent Buffer Amount, you will earn a positive, unleveraged return on the notes equal to the Absolute
Index Return. Under these circumstances, you will earn a positive return on the notes even though the Ending Index Level is less
than the Initial Index Level. For example, if the Index Return is -5%, the Absolute Index Return will equal 5%. Because the payment
at maturity will not reflect the Absolute Index Return if the Ending Index Level is less than the Initial Index Level by more than
the Contingent Buffer Amount of 24.70%, your maximum payment at maturity if the Index Return is negative is $1,247.00 per $1,000
principal amount note.
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·
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RETURN LINKED TO
THE S&P 500® INDEX — The return on the notes is linked to the S&P 500® Index. The
S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S.
equity markets. For additional information about the S&P 500® Index, see “Equity Index Descriptions —
The S&P U.S. Indices” in the accompanying underlying supplement.
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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. 4-I. 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.
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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.
Section 871(m) of the Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an
income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime,
including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable Treasury regulations
(such an index, a “Qualified Index”). Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments
issued prior to January 1, 2023 that do not have a delta of one with respect to underlying securities that could pay U.S.-source
dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations made
by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding
on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your
particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary,
further information regarding the potential application of Section 871(m) will be provided in the pricing supplement for the notes.
You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.
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.
JPMorgan Structured Investments —
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PS- 4
|
Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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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 Index or any of the component securities of the Index.
These risks are explained in more detail in the “Risk Factors” sections of the accompanying product supplement and
the accompanying underlying 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 linked to the performance of the Index and will depend on whether, and the extent to which, the Index Return is positive or
negative. If the Ending Index Level is less than the Initial Index Level by more than the Contingent Buffer Amount of 24.70%, you
will lose 1% of the principal amount of your notes for every 1% that the Ending Index Level is less than the Initial Index Level.
Accordingly, under these circumstances, you will lose more than 24.70% 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 BY THE MAXIMUM UPSIDE RETURN AND THE CONTINGENT BUFFER AMOUNT — If the Ending Index Level is
greater than the Initial Index Level, for each $1,000 principal amount note, you will receive at maturity $1,000 plus an
additional return that will not exceed the Maximum Upside Return of at least 5.00%, regardless of the appreciation of the Index,
which may be significant. In addition, if the Ending Index Level is less than the Initial Index Level by up to the Contingent Buffer
Amount of 24.70%, you will receive at maturity $1,000 plus an additional return equal to the Absolute Index Return, up to
24.70%. Because the payment at maturity will not reflect the Absolute Index Return if the Ending Index Level is less than the Initial
Index Level by more than the Contingent Buffer Amount of 24.70%, your maximum payment at maturity if the Index Return is negative
is $1,247.00 per $1,000 principal amount note.
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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.
|
In addition, JPMorgan Chase &
Co. is currently one of the companies that make up the Index, but JPMorgan Chase & Co. will have no obligation
to consider your interests as a holder of the notes in taking any corporate action that might affect the value of the Index.
|
·
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THE
BENEFIT PROVIDED BY THE CONTINGENT BUFFER AMOUNT MAY TERMINATE ON THE FINAL ENDING AVERAGING DATE — If the Ending Index
Level is less than the Initial Index Level by more than the Contingent Buffer Amount, the benefit provided by the Contingent Buffer
Amount will terminate and you will be fully exposed to any depreciation of the Index from the Initial Index Level to the Ending
Index Level.
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|
·
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THE ESTIMATED VALUE
OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES — The estimated value of the
notes is only an estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated
value of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue
price of the notes. These costs include the selling commissions, 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
|
JPMorgan Structured Investments —
|
PS- 5
|
Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
|
|
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.
|
·
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THE ESTIMATED VALUE
OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE — The internal funding rate used in the determination
of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our
affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management
costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This
internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate
the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to
that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “The Estimated
Value of the Notes” in this pricing supplement.
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|
·
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THE VALUE OF THE
NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED
VALUE OF THE NOTES FOR A LIMITED TIME PERIOD — We generally expect that some of the costs included in the original issue
price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that
will decline to zero over an initial predetermined period. 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).
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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 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.
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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 level of the Index.
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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. 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.
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NO INTEREST OR
DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, you will not receive interest payments, and you will not
have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the securities included
in the Index would have.
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VOLATILITY RISK
— Greater expected volatility with respect to the Index indicates a greater likelihood as of the Pricing Date that the
Ending Index Level could be less than the Initial Index Level by more than the Contingent Buffer Amount. The Index’s
volatility, however, can change significantly over the term of the notes. The Index closing level could fall sharply during
the term of the notes, which could result in your losing some or all of your principal amount at maturity.
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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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THE FINAL TERMS
AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT — The final terms of the notes will be based on
relevant market conditions when the terms of the notes are set and will be provided in the pricing supplement. In particular, the
estimated value of the notes will be
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JPMorgan Structured Investments —
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PS- 6
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Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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provided in the pricing supplement and
may be as low as the minimum for the estimated value of the notes set forth on the cover of this pricing supplement. Accordingly,
you should consider your potential investment in the notes based on the minimum for the estimated value of the notes.
Historical Information
The following graph sets forth the historical performance
of the Index based on the weekly historical closing levels of the Index from January 2, 2015 through June 5, 2020. The closing
level of the Index on June 5, 2020 was 3,193.93.
We obtained the closing levels of the Index
above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to the closing level of the Index on the Pricing Date or any Ending Averaging Date. There can be no assurance that the performance
of the Index 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 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
JPMorgan Structured Investments —
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PS- 7
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Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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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 Index?” and “Hypothetical Examples of Amount 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 the S&P 500® Index” in this pricing supplement for a description
of the market exposure provided by the notes.
The original issue price of the notes is equal
to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus
(minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
We expect that delivery of the notes will be
made against payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement,
which will be the third business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”).
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to
settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time
of any such trade to prevent a failed settlement and should consult their own advisors.
JPMorgan Structured Investments —
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PS- 8
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Capped Dual Directional Contingent Buffered Equity Notes Linked to the S&P 500® Index
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