The information in this
preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell
nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Auto Callable Contingent Interest Notes Linked
to the Class A Common Stock of Facebook, Inc. due October 29, 2019
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus
supplement and prospectus. Any representation to the contrary is a criminal offense.
Pricing supplement to product supplement no.
4-I dated April 5, 2018 and the prospectus and prospectus supplement, each dated April 5, 2018
Key
Terms
Issuer:
JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:
JPMorgan
Chase & Co.
Reference Stock:
The
Class A common stock of Facebook, Inc., par value $0.000006 per share (Bloomberg ticker: FB). We refer to Facebook, Inc. as “Facebook”.
Contingent Interest Payments:
If the
notes have not been automatically called and the closing price of one share of the Reference Stock on any Interest Review Date
is greater than or equal to the Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to at least $5.9583 (equivalent to a Contingent Interest Rate of at least 7.15%
per annum, payable at a rate of at least 0.59583% per month) (to be provided in the pricing supplement).
If the closing price of
one share of the Reference Stock on any Interest Review Date is less than the Interest Barrier, no Contingent Interest Payment
will be made with respect to that Interest Review Date.
Contingent Interest Rate:
At
least 7.15% per annum, payable at a rate of at least 0.59583% per month (to be provided in the pricing supplement)
Interest Barrier/Trigger Value:
70.00%
of the Initial Value
Pricing Date:
On
or about July 24, 2018
Original Issue Date (Settlement Date):
On or about July 27, 2018
Interest Review Dates*:
August
24, 2018, September 24, 2018, October 24, 2018, November 26, 2018, December 24, 2018, January 24, 2019, February 25, 2019, March
25, 2019, April 24, 2019, May 24, 2019, June 24, 2019, July 24, 2019, August 26, 2019, September 24, 2019 and October 24, 2019
(final Review Date)
Autocall Review Dates*:
January
24, 2019, April 24, 2019 and July 24, 2019
Interest Payment Dates*:
August
29, 2018, September 27, 2018, October 29, 2018, November 29, 2018, December 28, 2018, January 29, 2019, February 28, 2019, March
28, 2019, April 29, 2019, May 30, 2019, June 27, 2019, July 29, 2019, August 29, 2019, September 27, 2019 and the Maturity Date
Maturity Date*:
October
29, 2019
Call Settlement Date*:
If
the notes are automatically called on any Autocall Review Date, the first Interest Payment Date immediately following that Autocall
Review Date
* 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)” and “General Terms
of Notes — Postponement of a Payment Date” in the accompanying product supplement
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|
Automatic Call:
If the closing price of one
share of the Reference Stock on any Autocall Review Date is greater than or equal to the Initial Value, the notes will be automatically
called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000
plus
(b) the Contingent Interest Payment
applicable to the Interest Review Date corresponding to that Autocall Review Date, payable on the applicable Call Settlement Date.
No further payments will be made on the notes.
Payment at Maturity:
If the
notes have not been automatically called and (i) the Final Value is greater than or equal to the Initial Value or (ii) a Trigger
Event has not occurred, you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000
plus (b) the Contingent Interest Payment applicable to the final Review Date.
If the
notes have not been automatically called and (i) the Final Value is less than the Initial Value and (ii) a Trigger Event has occurred,
your payment at maturity per $1,000 principal amount note, in addition to any Contingent Interest Payment, will be calculated as
follows:
$1,000
+ ($1,000 × Stock Return)
If the notes have not been
automatically called and (i) the Final Value is less than the Initial Value and (ii) a Trigger Event has occurred, you will lose
some or all of your principal amount at maturity.
Trigger Event:
A
Trigger Event occurs if, on any day during the Monitoring Period, the closing price of one share of the Reference Stock is less
than the Trigger Value
Monitoring Period:
The
period from but excluding the Pricing Date to and including the final Review Date
Stock Return:
(Final
Value – Initial Value)
Initial
Value
Initial Value:
The
closing price of one share of the Reference Stock on the Pricing Date
Final Value:
The
closing price of one share of the Reference Stock on the final Review Date.
Stock Adjustment Factor:
The
Stock Adjustment Factor is referenced in determining the closing price of one share of the Reference Stock and is set equal to
1.0 on the Pricing Date. The Stock Adjustment Factor is subject to adjustment upon the occurrence of certain corporate events affecting
the Reference Stock. See “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The
Underlyings — Reference Stocks — Reorganization Events” in the accompanying product supplement for further information.
|
PS-
1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
|
|
|
How
the Notes Work
Payments in Connection with Interest Review
Dates Preceding the Final Review Date
PS-
2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
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|
|
Payment at Maturity If
the Notes Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypothetical
total Contingent Interest Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent
Interest Rate of 7.15% per annum, depending on how many Contingent Interest Payments are made prior to automatic call or maturity.
The actual Contingent Interest Rate will be provided in the pricing supplement and will be at least 7.15% per annum.
Number of Contingent Interest
Payments
|
Total Contingent Interest
Payments
|
15
|
$89.3750
|
14
|
$83.4167
|
13
|
$77.4583
|
12
|
$71.5000
|
11
|
$65.5417
|
10
|
$59.5833
|
9
|
$53.6250
|
8
|
$47.6667
|
7
|
$41.7083
|
6
|
$35.7500
|
5
|
$29.7917
|
4
|
$23.8333
|
3
|
$17.8750
|
2
|
$11.9167
|
1
|
$5.9583
|
0
|
$0.0000
|
PS-
3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
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Hypothetical
Payout Examples
The following examples illustrate payments on
the notes linked to a hypothetical
Reference Stock
,
assuming a range of performances for the hypothetical
Reference
Stock
on the Interest Review Dates and Autocall Review Dates. The hypothetical payments set forth below assume the following:
|
●
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an Initial Value of $100.00;
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●
|
an Interest Barrier and a Trigger Value of $
70.00
(equal to 70.00% of the hypothetical Initial Value); and
|
|
●
|
a Contingent Interest Rate of 7.15% per annum
(payable at a rate of 0.59583% per month).
|
The hypothetical Initial Value of $100.00 has
been chosen for illustrative purposes only and may not represent a likely actual Initial Value.
The actual Initial Value will be the closing
price of one share of the Reference Stock on the Pricing Date and will be provided in the pricing supplement. For historical data
regarding the actual closing prices of one share of the Reference Stock, please see the historical information set forth under
“The Reference Stock” in this pricing supplement.
Each hypothetical payment set forth below is
for illustrative purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing
in the following examples have been rounded for ease of analysis.
Example 1 — Notes are automatically
called on the first Autocall Review Date.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$105.00
|
$5.9583
|
Second Interest Review Date
|
$50.00
|
$0
|
Third through Fifth Interest Review Dates
|
Less than Interest Barrier
|
$0
|
Sixth Interest Review Date (first Autocall Review Date)
|
$110.00
|
$1,005.9583
|
|
Total Payment
|
$1,011.9167 (1.19167% return)
|
Because the closing price of one share of the
Reference Stock on the first Autocall Review Date, which is also the sixth Interest Review Date, is greater than or equal to the
Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,005.9583
(or $1,000
plus
the Contingent Interest Payment applicable to the sixth Interest Review Date), payable on the applicable
Call Settlement Date. When added to the Contingent Interest Payment received with respect to the prior Interest Review Dates, the
total amount paid, for each $1,000 principal amount note, is $1,011.9167. No further payments will be made on the notes..
Example 2 — Notes have NOT been automatically
called, the Final Value is greater than or equal to the Initial Value and a Trigger Event has occurred.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$95.00
|
$5.9583
|
Second Interest Review Date
|
$85.00
|
$5.9583
|
Third through Fourteenth Interest Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$105.00
|
$1,005.9583
|
|
Total Payment
|
$1,017.875 (1.7875% return)
|
Because the notes have not been automatically
called and the Final Value is greater than or equal to the Initial Value (and, therefore, its Interest Barrier), even though a
Trigger Event has occurred, the payment at maturity, for each $1,000 principal amount note, will be $1,005.9583 (or $1,000
plus
the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments received with
respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,017.875.
PS-
4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
|
|
|
Example 3 Notes have NOT been automatically
called, the Final Value is less than the Initial Value and a Trigger Event has NOT occurred.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$95.00
|
$5.9583
|
Second Interest Review Date
|
$95.00
|
$5.9583
|
Third through Fourteenth Interest Review Dates
|
Greater than Interest Barrier
|
$5.9583
|
Final Review Date
|
$70.00
|
$1,005.9583
|
|
Total Payment
|
$1,089.375 (8.9375% return)
|
Because the notes have not been automatically
called, the Final Value is greater than or equal to the Interest Barrier and a Trigger Event has not occurred, even though the
Final Value is less than the Initial Value, the payment at maturity, for each $1,000 principal amount note, will be $1,005.9583
(or $1,000 plus the Contingent Interest Payment applicable to the final Review Date). When added to the Contingent Interest Payments
received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount note, is $1,089.375.
Example 4 — Notes have NOT been automatically
called, the Final Value is less than the Initial Value and the Interest Barrier and a Trigger Event has occurred.
Date
|
Closing Price
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$40.00
|
$0
|
Second Interest Review Date
|
$45.00
|
$0
|
Third through Fourteenth Interest Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$50.00
|
$500.00
|
|
Total Payment
|
$500.00 (-50.00% return)
|
Because the notes have not been automatically
called, the Final Value of the Reference Stock is less than the Initial Value and the Interest Barrier, a Trigger Event has occurred
and the Stock Return is -50.00%, the payment at maturity will be $500.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returns and hypothetical payments
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 the 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.
PS-
5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
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Selected
Risk Considerations
An investment in the notes involves significant risks. These
risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement.
|
●
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and (i) the Final Value is
less than the Initial Value and (ii) a Trigger Event has occurred, you will lose 1% of the principal amount of your notes for every
1% that the Final Value is less than the Initial Value. Accordingly, under these circumstances, you will lose some or all of your
principal amount at maturity.
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●
|
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to an Interest Review
Date only if the closing price of one share of the Reference Stock on that Interest Review Date is greater than or equal to the
Interest Barrier. If the closing price of one share of the Reference Stock on that Interest Review Date is less than the Interest
Barrier, no Contingent Interest Payment will be made with respect to that Interest Review Date. Accordingly, if the closing price
of one share of the Reference Stock on each Interest Review Date is less than the Interest Barrier, you will not receive any interest
payments over the term of the notes.
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●
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
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.
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|
●
|
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of the Reference Stock, which may be significant. You will not participate in any appreciation of
the Reference Stock.
|
|
●
|
POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase
& Co.’s economic interests are potentially adverse to your interests as an investor in 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.
|
|
●
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON ANY DAY DURING THE MONITORING PERIOD—
If, on any day during the Monitoring Period, the closing price of one share of the Reference Stock is less than the Trigger Value
(
i.e.,
a Trigger Event occurs) and the notes have not been automatically called, the benefit provided by the Trigger Value
will terminate and you will be fully exposed to any depreciation of the Reference Stock. You will be subject to this potential
loss of principal even if the Reference Stock subsequently recovers such that the closing price of one share of the Reference Stock
is greater than or equal to the Trigger Value.
|
|
●
|
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately six months and you will
not receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be
able to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for
a similar level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions
described on the front cover of this pricing supplement.
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|
●
|
YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO THE REFERENCE STOCK.
|
|
●
|
NO AFFILIATION WITH THE REFERENCE STOCK ISSUER —
We have not independently verified any of the information about the Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. We are not responsible for the Reference Stock
issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
|
PS-
6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
|
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|
|
●
|
THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for any
diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
|
|
●
|
THE RISK OF THE CLOSING PRICE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER VALUE IS GREATER
IF THE PRICE OF THE REFERENCE STOCK IS VOLATILE.
|
|
●
|
LACK OF LIQUIDITY—
The notes will not be listed on any securities exchange. Accordingly, 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. You may not be able to sell your 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.
|
|
●
|
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the Contingent
Interest Rate.
|
|
●
|
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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|
●
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES
—
See “The Estimated Value of the Notes” in this pricing supplement.
|
|
●
|
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes is based on, among other things, our and
our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability
management costs of the notes in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. The
use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and
any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
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|
●
|
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.
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 (a) exclude selling commissions and (b) may exclude projected hedging profits, if any, and estimated
hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be
willing to buy the 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.
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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 price of the Reference Stock. Additionally, independent pricing vendors and/or third party broker-dealers may publish a
price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)
than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices
of the notes will be impacted by many economic and market factors” in the accompanying product supplement.
|
PS-
7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
|
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|
The
Reference Stock
All information contained herein on the Reference
Stock and on Facebook is derived from publicly available sources, without independent verification. According to its publicly available
filings with the SEC, Facebook builds products for users, developers and advertisers. The products allow (i) users to stay connected
with friends and family as well as share information, (ii) developers to build applications and websites that integrate with Facebook
and (iii) advertisers to have access to information users have shared. The Class A common stock of Facebook, par value $0.000006
per share (Bloomberg ticker: FB) is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the
Exchange Act, and is listed on The NASDAQ Stock Market, which we refer to as the relevant exchange for purposes of Facebook in
the accompanying product supplement. Information provided to or filed with the SEC by Facebook pursuant to the Exchange Act can
be located by reference to SEC file number 001-35551, and can be accessed through www.sec.gov. We do not make any representation
that these publicly available documents are accurate or complete.
Historical Information
The following graph sets forth the historical
performance of the Reference Stock based on the weekly historical closing prices of one share of the Reference Stock from January
4, 2013 through July 6, 2018. The closing price of one share of the Reference Stock on July 10, 2018 was $203.54. We obtained the
closing prices above and below from the Bloomberg Professional
®
service (“Bloomberg”), without independent
verification. The closing prices above and below may have been adjusted by Bloomberg for corporate actions, such as stock splits,
public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of one share of
the Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing
price of one share of the Reference Stock on the Pricing Date, any Interest Review Date, any Autocall Review Date or any day during
the Monitoring Period. There can be no assurance that the performance of the Reference Stock will result in the return of any of
your principal amount or the payment of any interest.
Historical Performance
of Facebook, Inc.
Source: Bloomberg
|
Tax
Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. In determining our
reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with
associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as described in the section entitled
“Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid
Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. Based on the advice of Davis
Polk & Wardwell LLP, our special tax counsel, we believe that this is a reasonable treatment, but that there are other reasonable
treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the notes could be
materially 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 and the relevance of factors such
as the nature of the underlying property to which the instruments are linked. 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 affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions above
and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules
under Section 451(b) of the
PS-
8
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Class A Common Stock of Facebook, Inc.
|
|
|
Code. 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 the notice described above.
Non-U.S. Holders — Tax Considerations
.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to
take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is
provided), a withholding agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible
reduction of that rate under an applicable income tax treaty), unless income from your notes is effectively connected with your
conduct of a trade or business in the United States (and, if an applicable treaty so requires, attributable to a permanent establishment
in the United States). If you are not a United States person, you are urged to consult your tax adviser regarding the U.S. federal
income tax consequences of an investment in the notes in light of your particular circumstances.
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, 2019 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.
FATCA
. Withholding under legislation commonly
referred to as “FATCA” could apply to payments with respect to the notes that are treated as U.S.-source “fixed
or determinable annual or periodical” income (“FDAP Income”) for U.S. federal income tax purposes (such as interest,
if the notes are recharacterized, in whole or in part, as debt instruments, or Contingent Interest Payments if they are otherwise
treated as FDAP Income). If the notes are recharacterized, in whole or in part, as debt instruments, withholding could also apply
to payments of gross proceeds of a taxable disposition, including an early redemption or redemption at maturity. However, under
a 2015 IRS notice, this regime will not apply to payments of gross proceeds (other than any amount treated as FDAP Income) with
respect to dispositions occurring before January 1, 2019. You should consult your tax adviser regarding the potential application
of FATCA to the notes.
In the event of any withholding on the notes,
we will not be required to pay any additional amounts with respect to amounts so withheld.
The
Estimated Value of the Notes
The estimated value of the notes set forth on
the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative
or derivatives underlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price
at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The internal funding rate
used in the determination of the estimated value of the notes is based on, among other things, our and our affiliates’ view
of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes
in comparison to those costs for the conventional fixed-rate debt of JPMorgan Chase & Co. For additional information, see “Selected
Risk Considerations — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying
the economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs
such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable,
and which can include volatility, 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.
The estimated value of the notes does not represent
future values of the notes and may differ from others’ estimates. 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.
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
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hedging our obligations entails risk and may
be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it
may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other
affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected
Risk Considerations — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the
Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact
any secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in
the accompanying product supplement. In addition, we generally expect that some of the costs included in the original issue price
of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will
decline to zero over an initial predetermined period. These costs can include 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 “How the Notes Work”
and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the
notes and “The Reference Stock” 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.
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. This
pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence,
trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You
should carefully consider, among other things, the matters set forth in the “Risk Factors” section of the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment,
legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC
website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
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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.
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