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.
Subject to completion dated December 2, 2021
December , 2021
|
Registration Statement Nos. 333-236659
and 333-236659-01; Rule 424(b)(2)
|
JPMorgan Chase
Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc. due December 18, 2024
Fully and
Unconditionally Guaranteed by JPMorgan Chase & Co.
|
●
|
The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the closing
price of one share of each of the Reference Stocks is greater than or equal to 55.00% of its Initial Value, which we refer to as an Interest
Barrier.
|
|
●
|
The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date (other than the
first and final Review Dates) is greater than or equal to its Initial Value.
|
|
●
|
The earliest date on which an automatic call may be initiated is June 13, 2022.
|
|
●
|
Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest Payment
may be made with respect to some or all Review Dates.
|
|
●
|
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive Contingent
Interest Payments.
|
|
●
|
The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial,
the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the
credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.
|
|
●
|
Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked to the performance
of each of the Reference Stocks individually, as described below.
|
|
●
|
Minimum denominations of $1,000 and integral multiples thereof
|
|
●
|
The notes are expected to price on or about December 13, 2021 and are expected to settle on or about December 16, 2021.
|
Investing in the notes involves a number of risks. See “Risk Factors”
beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying
product supplement and “Selected Risk Considerations” beginning on page PS-5 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor
any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement
or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
|
Price to Public (1)(2)
|
Fees and Commissions (2)(3)
|
Proceeds to Issuer
|
Per note
|
$1,000
|
$
|
$
|
Total
|
$
|
$
|
$
|
(1) See “Supplemental Use of Proceeds”
in this pricing supplement for information about the components of the price to public of the notes.
(2) With respect to notes sold to certain fee based
advisory accounts for which an affiliated or unaffiliated broker dealer is an investment adviser, the price to the public will not be
lower than $975.00 per $1,000 principal amount note. J.P. Morgan Securities LLC, which we refer to as JPMS, and these broker dealers will
forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying
product supplement.
(3) With respect to notes sold to brokerage accounts,
JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated
dealers. In no event will these selling commissions exceed $25.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts
of Interest)” in the accompanying product supplement.
|
If the notes priced today, the estimated value of the
notes would be approximately $930.30 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are
set, will be provided in the pricing supplement and will not be less than $900.00 per $1,000 principal amount note. See “The Estimated
Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Pricing supplement to product supplement no. 4-II dated November
4, 2020 and the prospectus and prospectus supplement, each dated April 8, 2020
Key Terms
Issuer: JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Reference Stocks: As
specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement
Contingent Interest Payments:
If the notes have not been
automatically called and the closing price of one share of each Reference Stock on any Review Date is greater than or equal to its Interest
Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment
equal to between $25.00 and $27.50 (equivalent to a Contingent Interest Rate of between 10.00% and 11.00% per annum, payable at a rate
of between 2.50% and 2.75% per quarter) (to be provided in the pricing supplement).
If the closing price of one share of either
Reference Stock on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that
Review Date.
Contingent Interest Rate: Between
10.00% and 11.00% per annum, payable at a rate of between 2.50% and 2.75% per quarter (to be provided in the pricing supplement)
Interest Barrier/Trigger Value: With
respect to each Reference Stock, 55.00% of its Initial Value, as specified under "Key Terms Relating to the Reference Stocks"
in this pricing supplement
Pricing Date: On
or about December 13, 2021
Original Issue Date (Settlement Date): On
or about December 16, 2021
Review Dates*: March
14, 2022, June 13, 2022, September 13, 2022, December 13, 2022, March 13, 2023, June 13, 2023, September 13, 2023, December 13, 2023,
March 13, 2024, June 13, 2024, September 13, 2024 and December 13, 2024 (final Review Date)
Interest Payment Dates*: March
17, 2022, June 16, 2022, September 16, 2022, December 16, 2022, March 16, 2023, June 16, 2023, September 18, 2023, December 18, 2023,
March 18, 2024, June 18, 2024, September 18, 2024 and the Maturity Date
Maturity Date*: December
18, 2024
Call Settlement Date*: If
the notes are automatically called on any Review Date (other than the first and final Review Dates), the first Interest Payment Date immediately
following that 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 Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
|
|
Automatic Call:
If the closing price of one share of each Reference
Stock on any Review Date (other than the first and final Review Dates) is greater than or equal to its 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 that 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 the Final Value of each Reference Stock is greater than or equal to its Trigger Value, 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 the Final Value of either Reference Stock is less than its Trigger Value, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000
+ ($1,000 × Lesser Performing Stock Return)
If the notes have not been automatically called
and the Final Value of either Reference Stock is less than its Trigger Value, you will lose more than 45.00% of your principal amount
at maturity and could lose all of your principal amount at maturity.
Lesser Performing Reference Stock: The
Reference Stock with the Lesser Performing Stock Return
Lesser Performing Stock Return: The
lower of the Stock Returns of the Reference Stocks
Stock Return: With
respect to each Reference Stock,
(Final
Value – Initial Value)
Initial Value
Initial Value: With
respect to each Reference Stock, the closing price of one share of that Reference Stock on the Pricing Date, as specified under “Key
Terms Relating to the Reference Stocks” in this pricing supplement
Final Value: With
respect to each Reference Stock, the closing price of one share of that Reference Stock on the final Review Date
Stock Adjustment Factor: With
respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that Reference
Stock and is set equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference Stocks — Anti-Dilution
Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events” in the accompanying product
supplement for further information.
|
PS-1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
Key Terms Relating
to the Reference Stocks
Reference Stock
|
Bloomberg
Ticker Symbol
|
Initial Value
|
Interest Barrier
/ Trigger Value
|
Common stock of Amazon.com, Inc., par value $0.01 per share
|
AMZN
|
$
|
$
|
Common stock of Best Buy Co., Inc., par value $.10 per share
|
BBY
|
$
|
$
|
How the Notes Work
Payment in Connection with the First Review Date
Payments in Connection with Review Dates (Other than the First
and Final Review Dates)
PS-2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
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 10.00% 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 between 10.00% and 11.00% per annum.
Number of Contingent
Interest Payments
|
Total Contingent Interest
Payments
|
12
|
$300.00
|
11
|
$275.00
|
10
|
$250.00
|
9
|
$225.00
|
8
|
$200.00
|
7
|
$175.00
|
6
|
$150.00
|
5
|
$125.00
|
4
|
$100.00
|
3
|
$75.00
|
2
|
$50.00
|
1
|
$25.00
|
0
|
$0.00
|
PS-3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
Hypothetical Payout
Examples
The following examples illustrate payments on the notes linked to
two hypothetical Reference Stocks, assuming a range of performances for the hypothetical Lesser Performing Reference Stock on the Review
Dates. Each hypothetical payment set forth below assumes that the closing price of one share of the Reference Stock that is not the
Lesser Performing Reference Stock on each Review Date is greater than or equal to its Initial Value (and therefore its Interest Barrier
and Trigger Value).
In addition, the hypothetical payments set forth below assume the
following:
|
●
|
the notes were sold solely to brokerage accounts;
|
|
●
|
an Initial Value for the Lesser Performing Reference Stock of $100.00;
|
|
●
|
an Interest Barrier and a Trigger Value for the Lesser Performing Reference Stock of $55.00 (equal to 55.00% of its hypothetical Initial
Value); and
|
|
●
|
a Contingent Interest Rate of 10.00% per annum (payable at a rate of 2.50% per quarter).
|
The hypothetical Initial Value of the Lesser
Performing Reference Stock of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value of either Reference Stock.
The actual Initial Value of each Reference
Stock will be the closing price of one share of that 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 each Reference Stock, please see the historical
information set forth under “The Reference Stocks” 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 second
Review Date.
Date
|
Closing Price of One
Share of Lesser
Performing Reference
Stock
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$105.00
|
$25.00
|
Second Review Date
|
$110.00
|
$1,025.00
|
|
Total Payment
|
$1,050.00 (5.00% return)
|
Because the closing price of one share of each Reference Stock on
the second Review Date is greater than or equal to its Initial Value, the notes will be automatically called for a cash payment, for each
$1,000 principal amount note, of $1,025.00 (or $1,000 plus the Contingent Interest Payment applicable to the second Review Date),
payable on the applicable Call Settlement Date. The notes are not automatically callable before the second Review Date, even though the
closing price of one share of each Reference Stock on the first Review Date is greater than its Initial Value. When added to the Contingent
Interest Payment received with respect to the prior Review Date, the total amount paid, for each $1,000 principal amount note, is $1,050.00.
No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called
and the Final Value of the Lesser Performing Reference Stock is greater than or equal to its Trigger Value.
Date
|
Closing Price of One
Share of Lesser
Performing Reference
Stock
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$95.00
|
$25.00
|
Second Review Date
|
$85.00
|
$25.00
|
Third through Eleventh Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$90.00
|
$1,025.00
|
|
Total Payment
|
$1,075.00 (7.50% return)
|
Because the notes have not been automatically called and the Final
Value of the Lesser Performing Reference Stock is greater than or equal to its Trigger Value, the payment at maturity, for each $1,000
principal amount note, will be $1,025.00 (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 Review Dates, the total amount paid, for each $1,000
principal amount note, is $1,075.00.
PS-4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
Example 3 — Notes have NOT been automatically called
and the Final Value of the Lesser Performing Reference Stock is less than its Trigger Value.
Date
|
Closing Price of One
Share of Lesser
Performing Reference
Stock
|
Payment (per $1,000 principal amount note)
|
First Review Date
|
$45.00
|
$0
|
Second Review Date
|
$50.00
|
$0
|
Third through Eleventh Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$45.00
|
$450.00
|
|
Total Payment
|
$450.00 (-55.00% return)
|
Because the notes have not been automatically called, the Final Value
of the Lesser Performing Reference Stock is less than its Trigger Value and the Lesser Performing Stock Return is
-55.00%, the payment at maturity will be $450.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-55.00%)] = $450.00
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.
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 prospectus supplement and 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 the Final Value of either Reference
Stock is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of the
Lesser Performing Reference Stock is less than its Initial Value. Accordingly, under these circumstances, you will lose more than 45.00%
of your principal amount at maturity and could lose all of your principal amount at maturity.
|
|
●
|
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 a Review Date only if the
closing price of one share of each Reference Stock on that Review Date is greater than or equal to its Interest Barrier. If the closing
price of one share of either Reference Stock on that Review Date is less than its Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date. Accordingly, if the closing price of one share of either Reference Stock on each Review Date
is less than its Interest Barrier, you will not receive any interest payments over the term of the notes.
|
|
●
|
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.
|
|
●
|
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 either Reference Stock, which may be significant. You will not participate in any appreciation of either
Reference Stock.
|
PS-5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
|
●
|
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.
|
|
●
|
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK—
Payments on the notes are not linked to a basket composed of the Reference Stocks and are contingent upon the performance of each individual
Reference Stock. Poor performance by either of the Reference Stocks over the term of the notes may result in the notes not being automatically
called on a Review Date, may negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and
your payment at maturity and will not be offset or mitigated by positive performance by the other Reference Stock.
|
|
●
|
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING REFERENCE STOCK.
|
|
●
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE—
If the Final Value of either Reference Stock is less than its Trigger Value 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 Lesser Performing Reference Stock.
|
|
●
|
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.
|
|
●
|
YOU WILL NOT RECEIVE DIVIDENDS ON EITHER REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO EITHER REFERENCE STOCK.
|
|
●
|
NO AFFILIATION WITH EITHER REFERENCE STOCK ISSUER —
We have not independently verified any of the information about either Reference Stock issuer contained in this pricing supplement. You
should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for either Reference Stock issuer’s
public disclosure of information, whether contained in SEC filings or otherwise.
|
|
●
|
THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect a 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 ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER
IF THE PRICE OF ONE SHARE OF THAT 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, if any, the projected profits, if any, that our affiliates
expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations
under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
|
|
●
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
|
|
●
|
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate
for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be
based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational
and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan
Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is
intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential
changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “The
Estimated Value of the Notes” in this pricing supplement.
|
PS-6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
|
●
|
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).
|
|
●
|
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, if any, 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.
|
|
●
|
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, if any, projected hedging profits, if any, estimated hedging costs and
the prices of one share of the Reference Stocks. 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.
|
The Reference Stocks
All information contained herein on the Reference Stocks and on the
Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference Stock is registered
under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the exchange provided in
the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying product supplement.
Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to
the SEC file number provided in the table below, and can be accessed through www.sec.gov. We do not make any representation that these
publicly available documents are accurate or complete. We obtained the closing prices below from the Bloomberg Professional®
service (“Bloomberg”) without independent verification.
Reference Stock
|
Bloomberg
Ticker
Symbol
|
Relevant Exchange
|
SEC File Number
|
Closing Price on
December 1,
2021
|
Common stock of Amazon.com, Inc., par value $0.01 per share
|
AMZN
|
The NASDAQ Stock Market
|
000-22513
|
$3,443.72
|
Common stock of Best Buy Co., Inc., par value $.10 per share
|
BBY
|
New York Stock Exchange
|
001-09595
|
$102.25
|
According to publicly available filings of the relevant Reference
Stock issuer with the SEC:
|
●
|
Amazon.com, Inc. operates retail websites and offers programs that enable third parties to sell products on their websites.
|
|
●
|
Best Buy Co., Inc. offers computing and mobile phones, consumer electronics, appliances, entertainment and other services.
|
PS-7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
Historical Information
The following graphs set forth the historical performance of each
Reference Stock based on the weekly historical closing prices of one share of that Reference Stock from January 8, 2016 through November
26, 2021. 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 each 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 either
Reference Stock on the Pricing Date or any Review Date. There can be no assurance that the performance of the Reference Stocks will result
in the return of any of your principal amount or the payment of any interest.
Historical Performance of the Common Stock
of Amazon.com, Inc.
Source: Bloomberg
|
Historical Performance of the Common Stock
of Best Buy Co., Inc.
Source: Bloomberg
|
PS-8
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
Tax Treatment
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-II. 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 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. Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2023 that do not have a delta of one with respect to underlying securities that
could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations
made by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding
on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular
circumstances, including whether you enter into other transactions with respect to an Underlying Security. If necessary, further information
regarding the potential application of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your
tax adviser regarding the potential application of Section 871(m) to the notes.
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 may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase
& Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value
of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs
for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs
and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the
notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes
and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations — The Estimated
Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.
PS-9
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
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, if any, paid to JPMS and other affiliated or unaffiliated dealers, the projected
profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the
estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market
forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion
of the profits, if any, realized in hedging our obligations under the notes sold to brokerage accounts 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 selling commissions, if any, 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 Stocks”
in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value
of the notes plus the selling commissions, if any, 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.
PS-10
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
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 prospectus supplement and the accompanying product supplement,
as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisers before you invest in the notes.
You may access these documents on the SEC
website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website
is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us”
and “our” refer to JPMorgan Financial.
PS-11
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Lesser Performing
of the Common Stock of Amazon.com, Inc. and the Common Stock of Best Buy Co., Inc.
|
|
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