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 May 13, 2022*
May , 2022 |
Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC
Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing
of the Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. due May 15, 2025
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
| · | The notes are designed for investors who seek an uncapped return of at least 2.10 times any appreciation of the lesser performing
of the Reference Stocks at maturity. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount at
maturity. |
| · | 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 May 16, 2022 (the “Pricing Date”) and are expected to settle on or about May
19, 2022. The Strike Value of each Reference Stock has been determined by reference to the closing price of one share of that Reference
Stock on May 11, 2022 and not by reference to the closing price of one share of that Reference Stock on the Pricing Date. |
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-4 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) |
Fees and Commissions (2) |
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) J.P. Morgan Securities LLC, which we refer to as JPMS, acting
as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers.
In no event will these selling commissions exceed $8.50 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
$953.00 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 $940.00 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.
*This preliminary pricing supplement amends and restates and supersedes the original
preliminary pricing supplement related hereto dated May 12, 2022 to product supplement no. 4-II in its entirety (the original preliminary
pricing supplement is available on the SEC website at http://www.sec.gov/Archives/edgar/data/0001665650/000182912622010784/jpm_424b2.htm).
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
Upside
Leverage Factor: At least 2.10 (to be provided in the pricing supplement)
Barrier Amount: With respect to each Reference
Stock, 70.00% of its Strike Value, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement
Strike Date:
May 11, 2022
Pricing Date:
On or about May 16, 2022
Original
Issue Date (Settlement Date): On or about May 19, 2022
Observation Date*:
May 12, 2025
Maturity Date*:
May 15, 2025
* 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
Payment at Maturity:
If the Final Value of each Reference Stock is greater than its Strike Value, your
payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Lesser Performing Stock Return ×
Upside Leverage Factor)
If the Final Value of either Reference Stock is equal to or less than its Strike
Value but the Final Value of each Reference Stock is greater than or equal to its Barrier Amount, you will receive the principal amount
of your notes at maturity.
If the Final Value of either Reference Stock is less than its Barrier Amount, 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 Final Value of either Reference Stock is less than its Barrier Amount,
you will lose more than 30.00% 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 – Strike Value)
Strike Value
Strike
Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Strike Date, as specified under “Key Terms Relating to the Reference Stocks”
in this pricing supplement. The Strike Value of each Reference Stock is not the closing price of one share of that Reference
Stock on the Pricing Date.
Final Value:
With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Observation 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 Strike 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
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
Key Terms Relating to the Reference
Stocks
Reference Stock |
Bloomberg
Ticker Symbol |
Strike Value |
Barrier Amount |
Class B common stock of NIKE, Inc., no par value |
NKE |
$107.92 |
$75.544 |
Common stock of Amazon.com, Inc., par value $0.01 per share |
AMZN |
$2,107.44 |
$1,475.208 |
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return
and payment at maturity on the notes linked to two hypothetical Reference Stocks. The “total return” as used in this pricing
supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note
to $1,000. The hypothetical total returns and payments set forth below assume the following:
| · | a Strike Value for the Lesser Performing Reference Stock of $100.00; |
| · | an Upside Leverage Factor of 2.10; and |
| · | a Barrier Amount for the Lesser Performing Reference Stock of $70.00 (equal to 70.00% of its hypothetical Strike Value). |
The hypothetical Strike Value of the Lesser Performing Reference
Stock of $100.00 has been chosen for illustrative purposes only and does not represent the actual Strike Value of either Reference Stock.
The actual Strike Value of each Reference Stock is the closing price of one share of that Reference Stock on the Strike Date and is specified
under “Key Terms Relating to the Reference Stocks” in this 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 total return or hypothetical payment at maturity
set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable to a purchaser
of the notes. The numbers appearing in the following table and graph have been rounded for ease of analysis.
Final Value of the
Lesser Performing
Reference Stock |
Lesser Performing Stock
Return |
Total Return on the Notes |
Payment at Maturity |
$165.00 |
65.00% |
136.50% |
$2,365.00 |
$150.00 |
50.00% |
105.00% |
$2,050.00 |
$140.00 |
40.00% |
84.00% |
$1,840.00 |
$130.00 |
30.00% |
63.00% |
$1,630.00 |
$120.00 |
20.00% |
42.00% |
$1,420.00 |
$110.00 |
10.00% |
21.00% |
$1,210.00 |
$105.00 |
5.00% |
10.50% |
$1,105.00 |
$101.00 |
1.00% |
2.10% |
$1,021.00 |
$100.00 |
0.00% |
0.00% |
$1,000.00 |
$95.00 |
-5.00% |
0.00% |
$1,000.00 |
$90.00 |
-10.00% |
0.00% |
$1,000.00 |
$80.00 |
-20.00% |
0.00% |
$1,000.00 |
$70.00 |
-30.00% |
0.00% |
$1,000.00 |
$69.99 |
-30.01% |
-30.01% |
$699.90 |
$60.00 |
-40.00% |
-40.00% |
$600.00 |
$50.00 |
-50.00% |
-50.00% |
$500.00 |
$40.00 |
-60.00% |
-60.00% |
$400.00 |
$30.00 |
-70.00% |
-70.00% |
$300.00 |
$20.00 |
-80.00% |
-80.00% |
$200.00 |
$10.00 |
-90.00% |
-90.00% |
$100.00 |
$0.00 |
-100.00% |
-100.00% |
$0.00 |
PS-2
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
The following graph demonstrates the hypothetical payments at maturity
on the notes for a sub-set of Lesser Performing Stock Returns detailed in the table above (-80% to 50%). There can be no assurance that
the performance of the Lesser Performing Reference Stock will result in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value of each Reference Stock is greater than its Strike
Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the Lesser Performing Stock Return
times the Upside Leverage Factor of at least 2.10.
| · | Assuming a hypothetical Upside Leverage Factor of 2.10, if the closing price of one share of the Lesser Performing Reference Stock
increases 10.00%, investors will receive at maturity a 21.00% return, or $1,210.00 per $1,000 principal
amount note. |
Par Scenario:
If the Final Value of either Reference Stock is equal to or less
than its Strike Value but the Final Value of each Reference Stock is greater than or equal to its Barrier Amount of 70.00% of its Strike
Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value of either Reference Stock is less than its Barrier
Amount of 70.00% of its Strike Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value
of the Lesser Performing Reference Stock is less than its Strike Value.
| · | For example, if the closing price of one share of the Lesser Performing Reference Stock declines
60.00%, investors will lose 60.00% of their principal amount and receive only $400.00 per $1,000 principal amount note at maturity. |
The hypothetical returns and hypothetical payments on the notes
shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect 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-3
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
Selected Risk Considerations
An investment in the notes involves significant risks. These risks
are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplement.
Risks Relating to the Notes Generally
| · | YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — |
The notes do not guarantee any return of principal. If the
Final Value of either Reference Stock is less than its Barrier Amount, 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 Strike Value. Accordingly, under these circumstances,
you will lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
| · | 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.
| · | 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 negatively affect 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 BARRIER AMOUNT MAY TERMINATE ON THE OBSERVATION DATE — |
If the Final Value of either Reference Stock is less than
its Barrier Amount, the benefit provided by the Barrier Amount will terminate and you will be fully exposed to any depreciation of the
Lesser Performing Reference Stock.
| · | THE NOTES DO NOT PAY INTEREST. |
| · | YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY REFERENCE STOCK. |
| · | THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE PRICE OF ONE
SHARE OF THAT REFERENCE STOCK IS VOLATILE. |
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 Upside Leverage Factor.
Risks Relating to Conflicts of Interest
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
PS-4
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
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.
Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes
| · | 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.
| · | 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.
| · | 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, 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,
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.
PS-5
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
Risks Relating to the Reference Stocks
| · | 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.
PS-6
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
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
May 11, 2022 |
Class B common stock of NIKE, Inc., no par value |
NKE |
New York Stock Exchange |
001-10635 |
$107.92 |
Common stock of Amazon.com, Inc., par value $0.01 per share |
AMZN |
The NASDAQ Stock Market |
000-22513 |
$2,107.44 |
According to publicly available filings of the relevant Reference
Stock issuer with the SEC:
| · | NIKE, Inc.’s principal business activity is the design, development and worldwide marketing and selling of athletic footwear,
apparel, equipment, accessories and services. |
| · | Amazon.com, Inc. serves consumers through its online and physical stores; manufactures and sells electronic devices; develops and
produces media content; offers programs that enable sellers to sell their products in its stores and to fulfill orders through Amazon.com,
Inc.; offers developers and enterprises a set of technology services, including compute, storage, database, analytics and machine learning,
and other services; serves authors and independent publishers with an online service that lets independent authors and publishers choose
a royalty option and make their books available in the Kindle Store, along with its own publishing arm; and offers programs that allow
authors, musicians, filmmakers, skill and app developers and others to publish and sell content. |
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 6, 2017 through May 6,
2022. 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
any Reference Stock on the Observation Date. There can be no assurance that the performance of the Reference Stocks will result in the
return of any of your principal amount.
PS-7
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, 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. 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 long-term capital gain or
loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the
IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the notes could be materially
and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require investors
in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including
the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property
to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors
should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership”
regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest
charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes,
possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the notes, including possible alternative treatments and the issues presented by this notice.
Section 871(m) of the Code
and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income
tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked
to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including
for instruments linked to certain broad-based indices that meet requirements set forth in the applicable Treasury regulations. 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.
PS-8
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
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 —
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” 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 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 — Risks Relating to
the Estimated Value and Secondary Market Prices of the Notes — 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, 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 — 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” in this
pricing supplement.
PS-9 | Structured Investments Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. | |
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 Payout Profile” and “How
the Notes Work” 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 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. This preliminary pricing supplement amends and
restates and supersedes the original preliminary pricing supplement related hereto dated May 12, 2022 in its entirety. You should not
rely on the original preliminary pricing supplement related hereto dated May 12, 2022 in making your decision to invest in the notes.
You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections 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-10
| Structured Investments
Uncapped Accelerated Barrier Notes Linked to the Lesser Performing of the
Class B Common Stock of NIKE, Inc. and the Common Stock of Amazon.com, Inc. |
|
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