Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-236659 and 333-236659-01
Pricing Supplement to the
Prospectus and Prospectus Supplement, each dated April 8, 2020, the
Underlying Supplement No. 1-II dated November 4, 2020 and the
Product Supplement No. 4-II dated November 4, 2020
JPMorgan Chase Financial Company
LLC
Medium-Term Notes, Series A
$1,285,000
Autocallable Buffered Equity Notes due 2022
(Linked to the Russell 2000® Index)
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes do not bear interest. The notes will mature on the stated maturity
date (September 15, 2022, subject to adjustment) unless they are automatically called on the call observation date (June 13, 2022, subject
to adjustment). Your notes will be automatically called on the call observation date if the closing level of the Russell 2000®
Index (which we refer to as the underlier) on that date is equal to or greater than the call level of 100.00% of the initial underlier
level, resulting in a payment on the call payment date, for each $1,000 principal amount of note, equal to the principal amount of your
notes plus the product of $1,000 times the call premium amount. The call premium amount is 3.75%.
If your notes are not automatically called, the amount that you will be paid on your
notes on the stated maturity date is based on the performance of the underlier as measured from and including the trade date (September
13, 2021) to and including the determination date (September 13, 2022, subject to adjustment). If the final underlier level on the determination
date is greater than or equal to the initial underlier level, you will receive a cash payment equal to the principal amount plus
the product of $1,000 times the maturity date premium amount of 5.00% for each $1,000 principal amount note. If the final
underlier level declines by up to 20.00% from the initial underlier level, you will receive the principal amount of your notes. If the
final underlier level declines by more than 20.00% from the initial underlier level, the return on your notes will be negative. You
could lose your entire investment in the notes. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company
LLC (“JPMorgan Financial”), as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
The return on your notes is capped. The maximum payment you could receive is limited
if your notes are called on the call observation date because of the call premium amount. If the notes are not automatically called, your
payment at maturity is limited to $1,050.00 for each $1,000 principal amount note.
If your notes are not automatically called on the call observation date, to determine
your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier
level from the initial underlier level. On the stated maturity date, for each $1,000 principal amount note, you will receive an amount
in cash equal to:
·
if the underlier return is positive or zero (the final underlier level is greater than or equal to the
initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the maturity
date premium amount;
·
if the underlier return is negative but not below -20.00% (the final underlier level is less than the initial
underlier level but not by more than 20.00%), $1,000; or
·
if the underlier return is negative and is below -20.00% (the final underlier level is less than the initial
underlier level by more than 20.00%), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b)
1.25 times (c) the sum of the underlier return plus 20.00%. You will receive less than $1,000.
Your investment in the notes involves certain risks, including, among other things,
our credit risk. See “Risk Factors” on page S-2 of the accompanying prospectus supplement, “Risk Factors” on page
PS-12 of the accompanying product supplement, “Risk Factors” on page US-3 of the accompanying underlying supplement and “Selected
Risk Factors” on page PS-12 of this pricing supplement.
The foregoing is only a brief summary of the terms of your notes. You should read the
additional disclosure provided herein so that you may better understand the terms and risks of your investment.
The estimated value of the notes, when the terms of the notes were set, was $979.10
per $1,000 principal amount note. See “Summary Information — The Estimated Value of the Notes” on page PS-7
of this pricing supplement for additional information about the estimated value of the notes and “Summary Information — Secondary
Market Prices of the Notes” on page PS-8 of this pricing supplement for information about secondary market prices of the notes.
Original issue date (settlement date): September 20, 2021
Original issue price: 100.00% of the principal amount
Underwriting commission/discount: 1.00% of the principal amount*
Net proceeds to the issuer: 99.00% of the principal amount
See “Summary Information — Supplemental Use of Proceeds” on page PS-8
of this pricing supplement for information about the components of the original issue price of the notes.
*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 1.00% of the principal amount it receives from us to an unaffiliated dealer. See
“Plan of Distribution (Conflicts of Interest)” on page PS-89 of the accompanying product supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any other
regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement, the
accompanying product supplement, the accompanying underlying supplement, the accompanying prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense.
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.
Pricing Supplement dated September 13, 2021
The original issue price, fees and commissions and net proceeds listed above relate
to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue prices and
with fees and commission and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your
investment in notes will depend in part on the price you pay for your notes.
We may use this pricing supplement in the initial sale of the notes. In addition,
JPMS or any other affiliate of ours may use this pricing supplement in a market-making transaction in a note after its initial sale. Unless
JPMS or its agents inform the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making
transaction.
SUMMARY INFORMATION
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 prospectus supplement,
the accompanying product supplement and the accompanying underlying supplement, as the notes involve risks not associated with conventional
debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or
if such address has changed, by reviewing our filings for the relevant date on the SEC website):
● Product
supplement no. 4-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021467/crt_dp139322-424b2.pdf
● Underlying
supplement no. 1-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021471/crt_dp139381-424b2.pdf
● Prospectus
supplement and prospectus, each dated April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase
& Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to
JPMorgan Financial.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, an indirect, wholly owned
finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlier: the Russell 2000® Index (Bloomberg symbol, “RTY
Index”), as published by FTSE Russell. The accompanying product supplement refers to the underlier as the “Index.”
Principal amount: each note will have a principal amount of $1,000; $1,285,000
in the aggregate for all the offered notes; the aggregate principal amount of the offered notes may be increased if the issuer, at its
sole option, decides to sell an additional amount of the offered notes on a date subsequent to the date of this pricing supplement
Purchase at amount other than principal amount: the amount we will pay
you on the call payment date or at the stated maturity date, as applicable, for your notes will not be adjusted based on the price you
pay for your notes, so if you acquire notes at a premium (or discount) to the principal amount and hold them to the call payment date
or the stated maturity date, as applicable, it could affect your investment in a number of ways. The return on your investment in the
notes will be lower (or higher) than it would have been had you purchased the notes at the principal amount. Also, the stated buffer level
would not offer the same benefit to your investment as would be the case if you had purchased the notes at the principal amount. See “Selected
Risk Factors — Risks Relating to the Notes Generally — If You Purchase Your Notes at a Premium to the Principal Amount, the
Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain Key Terms
of the Notes Will Be Negatively Affected” on page PS-13 of this pricing supplement.
Cash settlement amount (on the call payment date): if your notes are automatically
called on the call observation date because the closing level of the underlier on that day is equal to or greater than the
call level, for each $1,000 principal amount note, we will pay you on the call payment date an amount in cash equal to the sum
of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount.
Cash settlement amount (on the stated maturity date): if your notes are
not automatically called, for each $1,000 principal amount note, we will pay you on the stated maturity date an amount in cash equal to:
|
·
|
if the final underlier level is greater than or equal to the initial underlier level, (i) $1,000 plus (ii) the
product of (a) $1,000 times (b) the maturity date premium amount;
|
|
·
|
if the final underlier level is less than the initial underlier level but greater than or equal to the buffer
level, $1,000; or
|
|
·
|
if the final underlier level is less than the buffer level, the sum of (i) $1,000 plus (ii) the product
of (a) $1,000 times (b) the buffer rate times (c) the sum of the underlier return plus the buffer amount.
You will receive less than $1,000.
|
Initial underlier level (the closing level of the underlier on the trade date):
2,240.784. The accompanying product supplement refers to the initial underlier level as the “Initial Value.”
Final underlier level: the closing level of the underlier on the determination
date. In certain circumstances, the closing level of the underlier will be based on the alternative calculation of the underlier 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)” on page PS-46 of the accompanying product supplement or “The
Underlyings — Indices — Discontinuation of an Index; Alteration of Method of Calculation” on page PS-70 of the accompanying
product supplement. The accompanying product supplement refers to the final underlier level as the “Final Value.”
Call level: 100.00% of the initial underlier level, with respect to the
call observation date
Underlier return: the quotient of (i) the final underlier level
minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage
Call premium amount: 3.75% with respect to the call observation date.
Therefore, the maximum payment you could receive on the call payment date is $1,037.50 if your notes are called on the call observation
date.
Maturity date premium amount: 5.00%. Therefore, the maximum payment you
could receive on the stated maturity date is $1,050.00.
Buffer level: 80.00% of the initial underlier level
Buffer amount: 20.00%
Buffer rate: the quotient of the initial underlier level divided
by the buffer level, which equals 1.25
Trade date: September 13, 2021
Original issue date (settlement date): September 20, 2021
Call observation date: June 13, 2022, subject to postponement in the event
of a market disruption event 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)” on page PS-46 of
the accompanying product supplement. The call observation date is considered a determination date under the accompanying product supplement.
Call payment date: June 15, 2022, subject to postponement in the event
of a market disruption event and as described under “General Terms of Notes — Postponement of a Payment Date” on page
PS-46 of the accompanying product supplement
Determination date: September 13, 2022, subject to postponement in the
event of a market disruption event 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)” on page PS-46 of
the accompanying product supplement
Stated maturity date: September 15, 2022, subject to postponement in the
event of a market disruption event and as described under “General Terms of Notes — Postponement of a Payment Date”
on page PS-46 of the accompanying product supplement. The accompanying product supplement refers to the stated maturity date as the “maturity
date.”
No interest: The offered notes do not bear interest.
No listing: The offered notes will not be listed on any securities exchange
or interdealer quotation system.
Automatic redemption: As described under “Description of the Notes
— Payments on the Notes — Payment upon Early Redemption, Acceleration or Early Repurchase — Automatic Redemption”
on page PS-7 of the accompanying product supplement and “— Cash settlement amount (on the call payment date)” above
Closing level: as described under “The Underlyings — Indices
— Level of an Index” on page PS-67 of the accompanying product supplement
Business day: as described under “General Terms of Notes —
Postponement of a Payment Date” on page PS-46 of the accompanying product supplement
Trading day: as described under “General Terms of Notes —
Postponement of a Determination Date — Additional Defined Terms” on page PS-49 of the accompanying product supplement
Use of proceeds and hedging: as described under “Use of Proceeds
and Hedging” on page PS-45 of the accompanying product supplement, as supplemented by “ — Supplemental Use of Proceeds”
below
Tax treatment: You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-II. The following discussion, when read in combination
with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S.
federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel
it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income tax purposes,
as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes
Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming this treatment is respected,
the gain or loss on your notes should be treated as short-term capital gain or loss, 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 investors in short-term instruments should
be required to accrue income. 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. 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, our special tax counsel is of the opinion that Section 871(m) should 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. You should consult your tax adviser regarding the potential application of Section 871(m) to the
notes.
ERISA: as described under “Benefit Plan Investor Considerations”
on page PS-91 of the accompanying product supplement
Supplemental plan of distribution: as described under “Plan of Distribution
(Conflicts of Interest)” on page PS-89 of the accompanying product supplement; we estimate that our share of the total offering
expenses, excluding underwriting discounts and commissions, will be approximately $10,000. We have agreed to sell to JPMS, and JPMS has
agreed to purchase from us, the aggregate principal amount of the notes specified on the front cover of this pricing supplement. JPMS
proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this pricing supplement,
and to an unaffiliated dealer at that price and to pay that dealer a selling commission of 2.00% of the principal amount.
We will deliver the notes against payment therefor in New York, New York on September
20, 2021, which is the fifth scheduled business day following the date of this pricing supplement and of the pricing of the notes. 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 any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any
date prior to two business days before delivery will be required, by virtue of the fact that the notes will initially settle in five business
days (T + 5), to specify alternative settlement arrangements to prevent a failed settlement.
Conflicts of interest: JPMS has a “conflict of interest” within
the meaning of FINRA Rule 5121 in any offering of the notes in which it participates because JPMorgan Chase & Co. owns, directly or
indirectly, all of the outstanding equity securities of JPMS, because JPMS and we are under common control by JPMorgan Chase & Co.
and because the net proceeds received from the sale of the notes will be used, in part, by JPMS or its affiliates in connection with hedging
our obligations under the notes. The offering of the notes will comply with the requirements of Rule 5121 of Financial Industry Regulatory
Authority, Inc. (“FINRA”) regarding a FINRA member firm’s underwriting of securities of an affiliate. In accordance
with FINRA Rule 5121, neither JPMS nor any other affiliated agent of ours may make sales in the offering of the notes to any of its discretionary
accounts without the specific written approval of the customer.
Calculation agent: JPMS
CUSIP no.: 48132WQW2
ISIN no.: US48132WQW28
FDIC: the notes are not bank deposits and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Supplemental Terms of the Notes
For purposes of the notes offered by this pricing supplement, all references
to each of the following terms used in the accompanying product supplement will be deemed to refer to the corresponding term used in this
pricing supplement, as set forth in the table below:
Product Supplement Term
|
Pricing Supplement Term
|
Index
|
underlier
|
Initial Value
|
initial underlier level
|
Final Value
|
final underlier level
|
pricing date
|
trade date
|
maturity date
|
stated maturity date
|
term sheet
|
preliminary pricing supplement
|
In addition, the following terms used in this pricing supplement are not defined
in the accompanying product supplement: underlier return, call premium amount, maturity date premium amount, call observation date, call
payment date, cash settlement amount, call level, buffer level, buffer amount and buffer rate. Accordingly, please refer to “Key
Terms” on page PS-3 of this pricing supplement for the definitions of these terms.
The Estimated Value of the Notes
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, 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 Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes —
The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” on page PS-15 of 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 Factors
— Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Does Not
Represent Future Values of the Notes and May Differ from Others’ Estimates” on page PS-15 of 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 the unaffiliated dealer, the projected profits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations
under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging
may result in a profit that is more or less than expected, or it may result in a loss. A portion of
the profits realized in hedging our obligations under the notes, if any, may
be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits.
A fee will also be paid to SIMON Markets LLC, an electronic platform affiliated with Goldman Sachs & Co. LLC, who is acting as a dealer
in connection with the distribution of the notes. See “Selected Risk Factors — Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original Issue Price of the Notes” on page
PS-15 of 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 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” on page PS-16 of 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 that will decline to zero over the period from the trade
date through December 13, 2021. 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 Factors — Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher
Than the Then-Current Estimated Value of the Notes for a Limited Time Period” on page PS-15 of this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return
profile and market exposure provided by the notes. See “Hypothetical Examples” on page PS-9 of this pricing supplement for
an illustration of the risk-return profile of the notes and “The Underlier” on page PS-17 of 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 the unaffiliated dealer, 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.
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 February
26, 2020, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on
February 26, 2020.
HYPOTHETICAL EXAMPLES
The following table and examples are provided for purposes of illustration only.
They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact
that the various hypothetical underlier levels on the call observation date and on the determination date could have on whether the notes
are automatically called on the call observation date or the cash settlement amount on the stated maturity date, as the case may be, assuming
all other variables remain constant.
The examples below are based on a range of closing levels for the underlier that
are entirely hypothetical; no one can predict what the underlier level will be on any day throughout the term of your notes, and no one
can predict what the closing level of the underlier will be on the call observation date or on the determination date. The underlier has
been highly volatile in the past — meaning that the underlier level has changed considerably in relatively short periods —
and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates of return on the
offered notes assuming that they are purchased on the original issue date at the principal amount and held to the call payment date or
the stated maturity date, as applicable. If you sell your notes in a secondary market prior to the stated maturity date, your return will
depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in
the table below, such as interest rates, the volatility of the underlier and our and JPMorgan Chase & Co.’s creditworthiness.
In addition, the estimated value of the notes is less than the original issue price. For more information on the estimated value of the
notes, see “Summary Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement. The information
in the table also reflects the key terms and assumptions in the box below.
Key Terms and Assumptions
|
Principal amount
|
$1,000
|
Buffer level
|
80.00% of the initial underlier level
|
Buffer rate
|
1.25
|
Buffer amount
|
20.00%
|
Call level
|
100.00% of the initial underlier level
|
Call premium amount
|
3.75%
|
Maturity date premium amount
|
5.00%
|
Neither a market disruption event nor a non-trading day occurs on an originally
scheduled call observation date or the originally scheduled determination date
During the term of the notes, the underlier is not discontinued, the method of
calculating the underlier does not change in any material respect and the underlier is not modified so that its level does not, in the
opinion of the calculation agent, fairly represent the level of the underlier had those modifications not been made
Notes purchased on original issue date at the principal amount and held to the
call payment date or the stated maturity date, as applicable
|
For these reasons, the actual performance of the underlier over the term of your
notes, as well as whether the notes are automatically called on the call observation date and the amount payable on the call payment date
or at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown
elsewhere in this pricing supplement. For information about the historical levels of the underlier during recent periods, see “The
Underlier — Historical Closing Levels of the Underlier” below. Before investing in the offered notes, you should consult publicly
available information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase
of the offered notes.
Also, the hypothetical examples shown below do not take into account the effects
of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax rate of return
on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
If your notes are automatically called on the call observation date (i.e.,
the closing level of the underlier on the call observation date is greater than or equal to the call level), the cash settlement
amount that we would deliver for each $1,000 principal amount note on the call payment date would be the sum of $1,000 plus
the product of $1,000 times the call premium amount. If, for example, the closing level of the underlier on the call observation
date were determined to be 115.000% of the initial underlier level, your notes would be automatically called and the cash settlement amount
that we would deliver on your notes on the call payment date would be 103.75% of the principal amount or $1,037.50 for each $1,000 principal
amount note.
If the notes are not automatically called on the call observation date
(i.e., the closing level of the underlier on the call observation date is less than the call level), the cash settlement
amount we would deliver for each $1,000 principal amount note on the stated maturity date will depend on the performance of the underlier
on the determination date, as shown in the table below. The table below assumes that the notes have not been automatically called on the
call observation date and reflects hypothetical cash settlement amounts that you could receive on the stated maturity date.
The levels in the left column of the table below represent hypothetical final underlier
levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the hypothetical payments
at maturity, based on the corresponding hypothetical final underlier level (expressed as a percentage of the initial underlier level),
and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical
payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding principal
amount of the offered notes on the stated maturity date would equal 100.000% of the principal amount of a note, based on the corresponding
hypothetical final underlier level (expressed as a percentage of the initial underlier level) and the assumptions noted above.
The Notes Have Not Been Automatically Called
|
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level)
|
Hypothetical Payment at Maturity
(as Percentage of Principal Amount)
|
150.000%
|
105.000%
|
140.000%
|
105.000%
|
130.000%
|
105.000%
|
120.000%
|
105.000%
|
110.000%
|
105.000%
|
105.000%
|
105.000%
|
102.500%
|
105.000%
|
101.000%
|
105.000%
|
100.000%
|
105.000%
|
95.000%
|
100.000%
|
90.000%
|
100.000%
|
80.000%
|
100.000%
|
75.000%
|
93.750%
|
50.000%
|
62.500%
|
25.000%
|
31.250%
|
0.000%
|
0.000%
|
If, for example, the notes have not been automatically called on the call observation
date and the final underlier level were determined to be 25.000% of the initial underlier level, the payment that we would deliver on
your notes at maturity would be 31.250% of the principal amount of your notes, as shown in the table above. As a result, if you purchased
your notes on the original issue date at the principal amount and held them to the stated maturity date, you would lose 68.750% of your
investment (if you purchased your notes at a premium to principal amount you would lose a correspondingly higher percentage of your investment).
In addition, if the final underlier level were determined to be 150.000% of the initial underlier
level, the payment that we would deliver on your notes at maturity would be 105.000%
of each $1,000 principal amount note, as shown in the table above. As a result, if you held your notes to the stated maturity date, the
cash settlement amount would be capped and you would not benefit from any increase in the final underlier level above the initial underlier
level.
The payments on the call payment date or at maturity shown above are entirely
hypothetical; they are based on closing levels for the underlier that may not be achieved on the call observation date or the determination
date, as applicable, and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date
or at any other time, including any time you may wish to sell your notes, may bear little relation to the hypothetical payments at maturity
shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The
hypothetical payments on the call payment date or at maturity on notes held to the call payment date or the stated maturity date, as applicable,
in the examples above assume you purchased your notes at their principal amount and have not been adjusted to reflect the actual price
you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected by the amount you
pay for your notes. If you purchase your notes for a price other than the principal amount, the return on your investment will differ
from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read “Selected 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” on page PS-16 of this pricing supplement.
The hypothetical returns on the notes shown above apply only if you hold the
notes for their entire term or until automatically called. 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 shown above would likely be
lower.
We cannot predict the actual closing level of the underlier
on the call observation date or the determination date or what the market value of your notes will be on any particular day, nor can we
predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity date.
The actual amount that you will receive, if any, on the call payment date or at maturity and the rate of return on the offered notes will
depend on whether the notes are automatically called and the actual final underlier level as determined by the calculation agent as described
above. Moreover, the assumptions on which the hypothetical returns are based may turn out to be inaccurate. Consequently, the amount of
cash to be paid in respect of your notes, if any, on the call payment date or on the stated maturity date may be very different from the
information reflected in the examples above.
Selected Risk Factors
An investment in your notes is subject to the risks
described below, as well as the risks described under the “Risk Factors” sections of the accompanying prospectus supplement,
the accompanying product supplement and the accompanying underlying supplement. Your notes are a riskier investment than ordinary debt
securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks underlying the underlier
to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.
Risks Relating to the Notes Generally
You May Lose Some or All of Your Investment in the Notes
The notes do not guarantee any return of principal. If your notes are not automatically
called on the call observation date, the return on the notes at maturity is linked to the performance of the underlier and will depend
on whether, and the extent to which, the underlier return is positive or negative. Your investment will be exposed to loss on a leveraged
basis if the final underlier level is less than the initial underlier level by more than 20%. For every 1% that the final underlier level
is less than the initial underlier level by more than 20%, you will lose an amount equal to 1.25% of the principal amount of your notes.
Accordingly, you could lose some or all of your initial investment at maturity. Also, the market price of your notes prior to the stated
maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the
stated maturity date, you may receive far less than the amount of your investment in the notes.
The Cash Settlement Amount You Will Receive on the Call
Payment Date or on the Stated Maturity Date, as the Case May Be, Will Be Capped
The cash settlement amount you may receive on the call payment date or the stated
maturity date is capped, regardless of any appreciation in the underlier, which may be significant. Even if the closing level of
the underlier on the call observation date or on the determination date exceeds the call level or if the final underlier level exceeds
the initial underlier level, the return on your notes on the call payment date or the stated maturity date, as applicable, will be limited
to the call premium amount or the maturity date premium amount, as applicable, and you will not benefit from the increase in the closing
level of the underlier above the initial underlier level. Accordingly, the amount payable on your notes may be significantly less
than it would have been had you invested directly in the underlier.
Your Notes Are Subject to Automatic Call
We will automatically call all, but not part, of your notes on the call observation
date, if the closing level of the underlier on that date is greater than or equal to the call level. Under these circumstances, we will
pay you the applicable cash settlement amount on the call payment date. Therefore, the term for your notes may be reduced to as short
as approximately one year after the original issue date. You may not be able to reinvest the proceeds from an investment in the notes
at a comparable return for a similar level of risk in the event the notes are automatically called prior to maturity.
The Notes Are Subject to the Credit Risks of JPMorgan
Financial and JPMorgan Chase & Co.
The notes are subject to our and JPMorgan Chase & Co.’s credit risks,
and our and JPMorgan Chase & Co.’s credit ratings and credit spreads may adversely affect the market value of the notes. Investors
are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change
in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk,
is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you
may not receive any amounts owed to you under the notes and you could lose your entire investment.
As a Finance Subsidiary, JPMorgan Financial Has No Independent
Operations and Has Limited Assets
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations
beyond the issuance and administration of our securities. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially
all of our assets relate to obligations of our affiliates to make payments under loans made by us or other intercompany agreements. As
a result, we are dependent upon payments from our affiliates to meet our obligations under the notes. If these affiliates do not make
payments to us and we fail to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase &
Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.
No Interest or Dividend Payments or Voting Rights
As a holder of the notes, you will not receive interest payments. As a result,
even if the amount payable for your notes on the call payment date or the stated maturity date exceeds the principal amount of your notes,
the overall return you earn on your notes may be less than you would have earned by investing in a non-index-linked debt security of comparable
maturity that bears interest at a prevailing market rate. In addition, as a holder of the notes, you will not have voting rights or rights
to receive cash dividends or other distributions or other rights that holders of the underlier stocks would have.
We May Sell an Additional Aggregate Principal Amount of
the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate principal amount
of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may differ substantially
(higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
If You Purchase Your Notes at a Premium to the Principal
Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at the Principal Amount and the Impact of Certain
Key Terms of the Notes Will Be Negatively Affected
The amount you will be paid for your notes on the call payment date or the stated
maturity date, as applicable, will not be adjusted based on the price you pay for the notes. If you purchase notes at a price that differs
from the principal amount of the notes, then the return on your investment in the notes held to the call payment date or the stated maturity
date, as applicable, will differ from, and may be substantially less than, the return on notes purchased at the principal amount. If you
purchase your notes at a premium to the principal amount and hold them to the call payment date or the stated maturity date, as applicable,
the return on your investment in the notes will be lower than it would have been had you purchased the notes at the principal amount or
a discount to the principal amount. In addition, the impact of the buffer level on the return on your investment will depend upon the
price you pay for your notes relative to the principal amount. For example, if you purchase your notes at a premium to the principal amount
and the notes have not been automatically called, the buffer level, while still providing an increase in the return on the notes if the
final underlier level is greater than or equal to the buffer level, will allow a greater percentage decrease in your investment in the
notes than would have been the case for notes purchased at the principal amount or a discount to the principal amount.
Lack of Liquidity
The notes will not be listed on any securities exchange. JPMS intends to offer
to purchase the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes,
the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.
The Tax Consequences of an Investment in the Notes Are
Uncertain
There is no direct legal authority as to the proper U.S. federal income tax characterization
of the notes, and we do not intend to request a ruling from the IRS. The IRS might not accept, and a court might not
uphold, the treatment of the notes described in “Key Terms — Tax
treatment” in this pricing supplement and in “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement. If the IRS were successful in asserting an alternative treatment for the notes, the timing and character of any income or
loss on the notes could differ materially and adversely from our description herein. In addition, in 2007 Treasury and the IRS released
a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.
The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments;
the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether investors in
short-term instruments should be required to accrue income. 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 review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement and consult your tax adviser regarding
the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
Risks Relating to Conflicts of Interest
Potential Conflicts of Interest
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. Also, the distributor from
which you purchase the notes may conduct hedging activities for us in connection with the notes. In performing these duties, our and JPMorgan
Chase & Co.’s economic interests, the economic interests of any distributor performing such duties 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, and the business activities of any distributor from which you purchase the
notes, 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. If the distributor from which you purchase notes is to conduct hedging activities for us in connection with the notes,
that distributor may profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation
that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn fees in connection with
hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the compensation they would
receive for the sale of the notes. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” on page
PS-18 of the accompanying product supplement for additional information about these risks.
Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes
The Estimated Value of the Notes Is Lower Than the Original
Issue Price of the Notes
The estimated value of the notes is only an estimate determined by reference
to several factors. The original issue price of the notes exceeds the estimated value of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions,
the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
notes and the estimated cost of hedging our obligations under the notes. See “Summary Information — The Estimated Value of
the Notes” on page PS-7 of this pricing supplement.
The Estimated Value of the Notes Does Not Represent Future
Values of the Notes and May Differ from Others’ Estimates
The estimated value of the notes is determined by reference to internal pricing
models of our affiliates when the terms of the notes are set. This estimated value of the notes is based on market conditions and other
relevant factors existing at that time and assumptions about market parameters, which can include volatility, dividend rates, interest
rates and other factors. Different pricing models and assumptions could provide valuations for the notes that are greater than or less
than the estimated value of the notes. In addition, market conditions and other relevant factors in the future may change, and any assumptions
may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in
market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which
may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions. See “Summary
Information — The Estimated Value of the Notes” on page PS-7 of this pricing supplement.
The Estimated Value of the Notes Is Derived by Reference
to an Internal Funding Rate
The internal funding rate used in the determination of the estimated value of
the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan
Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding
value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those
costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market
inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate
for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the
notes and any secondary market prices of the notes. See “Summary Information — The Estimated Value of the Notes” on
page PS-7 of this pricing supplement.
The Value of the Notes as Published by JPMS (and Which
May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period
We generally expect that some of the costs included in the original issue price
of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline
to zero over an initial predetermined period. 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 “Summary
Information — Secondary Market Prices of the Notes” on page PS-8 of this pricing supplement for additional information relating
to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes
as published by JPMS (and which may be shown on your customer account statements).
Secondary Market Prices of the Notes Will Likely Be Lower
Than the Original Issue Price of the Notes
Any secondary market prices of the notes will likely be lower than the original
issue price of the notes because, among other things, secondary market prices take into account our internal secondary market funding
rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions, projected hedging profits,
if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which
JPMS will be willing to buy notes from you in secondary market transactions, if at all, is likely to be lower than the original issue
price. Any sale by you prior to the maturity date could result in a substantial loss to you. See the immediately following risk consideration
for information about additional factors that will impact any secondary market prices of the notes.
The notes are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your notes to maturity. See “— Risks Relating to the Notes Generally — Lack of
Liquidity” on page PS-13 of this pricing supplement.
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 underlier, including:
|
·
|
any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
|
|
·
|
customary bid-ask spreads for similarly sized trades;
|
|
·
|
our internal secondary market funding rates for structured debt issuances;
|
|
·
|
the actual and expected volatility of the underlier;
|
|
·
|
the time to maturity of the notes;
|
|
·
|
the dividend rates on the underlier stocks;
|
|
·
|
interest and yield rates in the market generally; and
|
|
·
|
a variety of other economic, financial, political, regulatory and judicial events.
|
Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the 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.
Risks Relating to the Underlier
An Investment in the Notes Is Subject to Risks Associated
with Small Capitalization Stocks
The underlier stocks are issued by companies with relatively small market capitalization.
The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. Small capitalization companies
may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization
companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward
stock price pressure under adverse market conditions.
THE Underlier
The Russell 2000® Index consists of the middle 2,000 companies
included in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists of the smallest 2,000 companies
included in the Russell 3000® Index. The Russell 2000® Index is designed to track the performance of the
small capitalization segment of the U.S. equity market. For additional information about the Russell 2000® Index, see the
information set forth under “Equity Index Descriptions — The Russell Indices” on page US-80 of the accompanying underlying
supplement.
In addition, information about the Russell 2000® Index may be
obtained from other sources, including, but not limited to, the underlier sponsor’s website (including information regarding the
underlier’s (i) top ten constituent stocks and (ii) sector weights). We are not incorporating by reference into this pricing supplement
the website or any material it includes. Neither we nor any agent or dealer for this offering makes any representation that this
publicly available information regarding the underlier is accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may, in the
future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during any
period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the term
of your notes.
You should not take the historical levels of the underlier as an indication
of the future performance of the underlier. We cannot give you any assurance that the future performance of the underlier or the underlier
stocks will result in a return of any of your initial investment on the call payment date or the stated maturity date. In light of the
increased volatility currently being experienced by the financial services sector and U.S. and global securities markets, and recent market
declines, it may be substantially more likely that you could lose all or a substantial portion of your investment in the notes.
Neither we nor any of our affiliates make any representation to you as to the
performance of the underlier. The actual performance of the underlier over the term of the offered notes, as well as the amount payable
on the call payment date or at maturity, may bear little relation to the historical levels shown below.
The graph below shows the closing levels of the underlier on each day from January
4, 2016 through September 13, 2021. The closing level of the underlier on September 13, 2021 was 2,240.784. We obtained the closing levels
shown above and in the graph below from the Bloomberg Professional® service (“Bloomberg”), without independent
verification.
We and JPMorgan Chase & Co. have not authorized anyone to provide any information
other than that contained or incorporated by reference in this pricing supplement, the accompanying underlying supplement, the accompanying
product supplement and the accompanying prospectus supplement and prospectus with respect to the notes offered by this pricing supplement
and with respect to JPMorgan Financial or JPMorgan Chase & Co. We and JPMorgan Chase & Co. take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. This pricing supplement, together with
the accompanying underlying supplement, the accompanying product supplement and the accompanying prospectus supplement and prospectus,
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. The information in this pricing supplement, the accompanying underlying supplement,
the accompanying product supplement and the accompanying prospectus supplement and prospectus may be accurate only as of the dates of
each of these documents, respectively. This pricing supplement, the accompanying underlying supplement, the accompanying product supplement
and the accompanying prospectus supplement and prospectus do not constitute an offer to sell or a solicitation of an offer to buy the
notes in any circumstances in which such offer or solicitation is unlawful.
TABLE OF CONTENTS
Pricing Supplement
Page
Summary Information
|
PS-3
|
Hypothetical Examples
|
PS-9
|
Selected Risk Factors
|
PS-12
|
The Underlier
|
PS-17
|
Product Supplement No. 4-II dated November 4, 2020
Risk Factor Summary
|
PS-1
|
Description of Notes
|
PS-3
|
Estimated Value and Secondary Market Prices of the Notes
|
PS-10
|
Risk Factors
|
PS-12
|
Use of Proceeds and Hedging
|
PS-45
|
General Terms of Notes
|
PS-46
|
The Underlyings
|
PS-55
|
Material U.S. Federal Income Tax Consequences
|
PS-79
|
Plan of Distribution (Conflicts of Interest)
|
PS-89
|
Benefit Plan Investor Considerations
|
PS-91
|
Underlying Supplement No. 1-II dated November 4, 2020
Risk Factor Summary
|
US-1
|
Risk Factors
|
US-3
|
Equity Index Descriptions
|
US-36
|
The Dow Jones Industrial Average™
|
US-36
|
The EURO STOXX® Select Dividend 30 Index
|
US-39
|
The FTSE® 100 Index
|
US-44
|
The Hang Seng Indices
|
US-47
|
The MSCI Indices
|
US-56
|
The MSCI 25/50 Indices
|
US-64
|
The NASDAQ-100 Index®
|
US-69
|
The NASDAQ-100® Technology Sector IndexSM
|
US-74
|
The Nikkei 225 Index
|
US-77
|
The Russell Indices
|
US-80
|
The S&P/ASX 200 Index
|
US-85
|
The S&P 500® Low Volatility High Dividend Index
|
US-89
|
The S&P Select Industry Indices
|
US-92
|
The S&P Select Sector Indices
|
US-99
|
The S&P U.S. Indices
|
US-103
|
The STOXX Benchmark Indices
|
US-109
|
The Swiss Market Index
|
US-116
|
The TOPIX® Index
|
US-120
|
Commodity Index Descriptions
|
US-124
|
The Bloomberg Commodity Indices
|
US-124
|
The S&P GSCI® Indices
|
US-136
|
Fund Descriptions
|
US-145
|
The Invesco QQQ TrustSM, Series 1
|
US-145
|
The iShares® 20+ Year Treasury Bond ETF
|
US-146
|
The iShares® ETFs
|
US-151
|
The Select Sector SPDR® Funds
|
US-158
|
The SPDR® EURO STOXX 50® ETF
|
US-160
|
The SPDR® Gold Trust
|
US-161
|
The SPDR® S&P 500® ETF Trust
|
US-162
|
The SPDR® S&P® Industry ETFs
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US-163
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The United States Oil Fund, LP
|
US-165
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The VanEck Vectors® ETFs
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US-166
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The Vanguard FTSE Emerging Markets ETF
|
US-180
|
Prospectus Supplement dated April 8, 2020
About This Prospectus Supplement
|
S-1
|
Risk Factors
|
S-2
|
Description of Notes of JPMorgan Chase & Co.
|
S-5
|
Description of Warrants of JPMorgan Chase & Co.
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S-11
|
Description of Units of JPMorgan Chase & Co.
|
S-14
|
Description of Notes of JPMorgan Chase Financial Company LLC
|
S-17
|
Description of Warrants of JPMorgan Chase Financial Company LLC
|
S-23
|
United States Federal Taxation
|
S-28
|
Plan of Distribution (Conflicts of Interest)
|
S-29
|
Notice to Investors; Selling Restrictions
|
S-31
|
Prospectus dated April 8, 2020
Where You Can Find More Information
|
1
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JPMorgan Chase & Co.
|
2
|
JPMorgan Chase Financial Company LLC
|
2
|
Use of Proceeds
|
2
|
Important Factors That May Affect Future Results
|
3
|
Description of Debt Securities of JPMorgan Chase & Co.
|
5
|
Description of Warrants of JPMorgan Chase & Co.
|
13
|
Description of Units of JPMorgan Chase & Co.
|
16
|
Description of Purchase Contracts of JPMorgan Chase & Co.
|
18
|
Description of Debt Securities of JPMorgan Chase Financial Company LLC
|
20
|
Description of Warrants of JPMorgan Chase Financial Company LLC
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28
|
Forms of Securities
|
34
|
Plan of Distribution (Conflicts of Interest)
|
38
|
Independent Registered Public Accounting Firm
|
41
|
Legal Matters
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41
|
Benefit Plan Investor Considerations
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41
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$1,285,000
JPMorgan Chase Financial Company LLC
Autocallable Buffered Equity Notes due 2022
(Linked to the Russell 2000® Index)
Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
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