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 June 29, 2023
June , 2023 |
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg)
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the Least Performing of the
S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due July 6, 2026
Fully and Unconditionally Guaranteed by JPMorgan
Chase & Co.
| · | The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the closing level
of each of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index®, which
we refer to as the Indices, is at or above its Call Value. |
| · | The earliest date on which an automatic call may be initiated is July 2, 2024. |
| · | Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing 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 Indices. Payments on the notes are linked to the performance of each
of the Indices individually, as described below. |
| · | Minimum denominations of $1,000 and integral multiples thereof |
| · | The notes are expected to price on or about June 30, 2023 and are expected to settle on or about July 6, 2023. |
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-11 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, underlying 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 $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
$959.10 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-I dated
April 13, 2023, underlying supplement no. 1-I dated April 13, 2023
and the prospectus and prospectus supplement, each dated April 13, 2023
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary
of JPMorgan Chase & Co.
Guarantor:
JPMorgan Chase & Co.
Indices: The
S&P 500® Index (Bloomberg ticker: SPX), the Russell 2000® Index (Bloomberg ticker: RTY) and the Nasdaq-100
Index® (Bloomberg ticker: NDX)
Call Premium
Amount: The Call Premium Amount with respect to each Review Date is set forth below:
| · | first Review Date: |
at least 12.40% × $1,000 |
| · | second Review Date: |
at least 15.50% × $1,000 |
| · | third Review Date: |
at least 18.60% × $1,000 |
| · | fourth Review Date: |
at least 21.70% × $1,000 |
| · | fifth Review Date: |
at least 24.80% × $1,000 |
| · | sixth Review Date: |
at least 27.90% × $1,000 |
| · | seventh Review Date: |
at least 31.00% × $1,000 |
| · | eighth Review Date: |
at least 34.10% × $1,000 |
| · | final Review Date: |
at least 37.20% × $1,000 |
(in each case, to be provided in the pricing
supplement)
Call Value:
With respect to each Index, 100.00% of its Initial Value
Barrier Amount:
With respect to each Index, 70.00% of its Initial Value
Pricing
Date: On or about June 30, 2023
Original
Issue Date (Settlement Date): On or about July 6, 2023
Review Dates*:
July 2, 2024, September 30, 2024, December 30, 2024, March 31, 2025, June 30, 2025,
September 30, 2025, December 30, 2025, March 30, 2026 and June 30, 2026 (final Review Date)
Call Settlement
Dates*: July 8, 2024, October 3, 2024, January 3, 2025, April 3, 2025, July
3, 2025, October 3, 2025, January 5, 2026, April 2, 2026 and the Maturity Date
Maturity Date*:
July 6, 2026
* 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 level of each Index on any Review Date is greater than
or equal to its Call 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 Call Premium Amount 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 Index is greater than or equal to its Barrier Amount, you will receive the principal amount of your notes at maturity.
If the notes have not been automatically called and the Final Value of any
Index 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 × Least Performing Index
Return)
If the notes have not been automatically
called and the Final Value of any Index 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.
Least Performing Index:
The Index with the Least Performing Index Return
Least Performing Index
Return: The lowest of the Index Returns of the Indices
Index Return: With
respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value: With
respect to each Index, the closing level of that Index on the Pricing Date
Final Value: With
respect to each Index, the closing level of that Index on the final Review Date
PS-1
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
How the
Notes Work
Payment upon an Automatic Call
![A picture containing text, screenshot, font, design
Description automatically generated](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_002.jpg)
Payment at Maturity If the Notes Have Not Been
Automatically Called
![A picture containing text, screenshot, font, design
Description automatically generated](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_003.jpg)
PS-2
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
Call Premium Amount
The table below illustrates the hypothetical Call Premium
Amount per $1,000 principal amount note for each Review Date based on the minimum Call Premium Amounts set forth under “Key Terms
— Call Premium Amount” above. The actual Call Premium Amounts will be provided in the pricing supplement and will not be less
than the minimum Call Premium Amounts set forth under “Key Terms — Call Premium Amount.”
Review Date |
Call Premium Amount |
First |
$124.00 |
Second |
$155.00 |
Third |
$186.00 |
Fourth |
$217.00 |
Fifth |
$248.00 |
Sixth |
$279.00 |
Seventh |
$310.00 |
Eighth |
$341.00 |
Final |
$372.00 |
Hypothetical
Payout Examples
The following examples illustrate payments on the notes
linked to three hypothetical Indices, assuming a range of performances for the hypothetical Least Performing Index on the Review Dates.
Each hypothetical payment set forth below assumes that the closing level of each Index that is not the Least Performing Index on each
Review Date is greater than or equal to its Call Value (and therefore its Barrier Amount).
In addition, the hypothetical payments set forth below
assume the following:
| · | an Initial Value for the Least Performing Index of 100.00; |
| · | a Call Value for the Least Performing Index of 100.00 (equal to 100.00% of its hypothetical Initial Value); |
| · | a Barrier Amount for the Least Performing Index of 70.00 (equal to 70.00% of its hypothetical Initial Value); and |
| · | the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under “Key Terms — Call Premium Amount”
above. |
The hypothetical Initial Value of the Least Performing
Index of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value of any Index. The actual
Initial Value of each Index will be the closing level of that Index on the Pricing Date and will be provided in the pricing supplement.
For historical data regarding the actual closing levels of each Index, please see the historical information set forth under “The
Indices” 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 Review Date.
Date |
Closing Level of Least
Performing Index |
|
First Review Date |
105.00 |
Notes are automatically called |
|
Total Payment |
$1,124.00 (12.40% return) |
Because the closing level of each Index on the first
Review Date is greater than or equal to its Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal
amount note, of $1,124.00 (or $1,000 plus the Call Premium Amount applicable to the first Review Date), payable on the applicable
Call Settlement Date. No further payments will be made on the notes.
PS-3
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
Example 2 — Notes are automatically called
on the final Review Date.
Date |
Closing Level of Least
Performing Index |
|
First Review Date |
90.00 |
Notes NOT automatically called |
Second Review Date |
75.00 |
Notes NOT automatically called |
Third through Eighth Review Dates |
Less than Call Value |
Notes NOT automatically called |
Final Review Date |
160.00 |
Notes are automatically called |
|
Total Payment |
$1,372.00 (37.20% return) |
Because the closing level of each Index on the final
Review Date is greater than or equal to its Call Value, the notes will be automatically called for a cash payment, for each $1,000 principal
amount note, of $1,372.00 (or $1,000 plus the Call Premium Amount applicable to the final Review Date), payable on the applicable
Call Settlement Date, which is the Maturity Date.
Example 3 — Notes have NOT been automatically
called and the Final Value of the Least Performing Index is greater than or equal to its Barrier Amount.
Date |
Closing Level of Least
Performing Index |
|
First Review Date |
80.00 |
Notes NOT automatically called |
Second Review Date |
75.00 |
Notes NOT automatically called |
Third through Eighth Review Dates |
Less than Call Value |
Notes NOT automatically called |
Final Review Date |
70.00 |
Notes NOT automatically called; Final Value of Least Performing Index is greater than or equal to Barrier Amount |
|
Total Payment |
$1,000.00 (0.00% return) |
Because the notes have not been automatically called
and the Final Value of the Least Performing Index is greater than or equal to its Barrier Amount, the payment at maturity, for each $1,000
principal amount note, will be $1,000.00.
Example 4 — Notes have NOT been automatically
called and the Final Value of the Least Performing Index is less than its Barrier Amount.
Date |
Closing Level of Least
Performing Index |
|
First Review Date |
80.00 |
Notes NOT automatically called |
Second Review Date |
70.00 |
Notes NOT automatically called |
Third through Eighth Review Dates |
Less than Call Value |
Notes NOT automatically called |
Final Review Date |
50.00 |
Notes NOT automatically called; Final Value of Least Performing Index is less than Barrier Amount |
|
Total Payment |
$500.00 (-50.00% return) |
Because the notes have not been automatically called,
the Final Value of the Least Performing Index is less than its Barrier Amount and the Least Performing Index 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
PS-4
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
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” 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 notes have not been automatically called and the Final Value of any Index 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 Least Performing Index is less than its Initial 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.
| · | THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES, |
regardless of any appreciation of any Index,
which may be significant. You will not participate in any appreciation of any Index.
| · | YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX — |
Payments on the notes are not linked to a
basket composed of the Indices and are contingent upon the performance of each individual Index. Poor performance by any of the Indices
over the term of the notes may result in the notes not being automatically called on a Review Date, may negatively affect your payment
at maturity and will not be offset or mitigated by positive performance by any other Index.
| · | YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX. |
| · | THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE — |
If the Final Value of any Index is less than
its Barrier Amount and the notes have not been automatically called, the benefit provided by the Barrier Amount will terminate and you
will be fully exposed to any depreciation of the Least Performing Index.
| · | 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 one year. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the notes at a comparable return 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.
| · | THE NOTES DO NOT PAY INTEREST. |
| · | YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH RESPECT
TO THOSE SECURITIES. |
PS-5
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
| · | THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS BARRIER AMOUNT IS GREATER IF THE LEVEL OF
THAT INDEX 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 Call Premium Amounts.
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 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,
PS-6
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
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 levels of the Indices. 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.
Risks Relating to the Indices
| · | JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX, |
but JPMorgan Chase & Co. will
not have any obligation to consider your interests in taking any corporate action that might affect the level of the S&P 500®
Index.
| · | AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH RESPECT TO THE RUSSELL 2000®
INDEX — |
Small capitalization companies may be less able
to withstand adverse economic, market, trade and competitive conditions relative to larger companies. Small capitalization companies are
less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price
pressure under adverse market conditions.
| · | NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX® — |
Some of the equity securities included in the
Nasdaq-100 Index® have been issued by non-U.S. companies. Investments in securities linked to the value of such non-U.S.
equity securities involve risks associated with the home countries of the issuers of those non-U.S. equity securities.
PS-7
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
The S&P 500® Index consists of stocks
of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For additional information about the S&P
500® Index, see “Equity Index Descriptions — The S&P U.S. Indices” in the accompanying underlying
supplement.
The Russell 2000® Index consists of
the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists
of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is designed
to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000®
Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.
The Nasdaq-100 Index® is a modified market
capitalization-weighted index of 100 of the largest non-financial securities listed on The Nasdaq Stock Market based on market capitalization.
For additional information about the Nasdaq-100 Index®, see “Equity Index Descriptions — The Nasdaq-100 Index®”
in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance
of each Index based on the weekly historical closing levels from January 5, 2018 through June 23, 2023. The closing level of the S&P
500® Index on June 27, 2023 was 4,378.41. The closing level of the Russell 2000® Index on June 27, 2023
was 1,849.930. The closing level of the Nasdaq-100 Index® on June 27, 2023 was 14,945.91. We obtained the closing levels
above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The historical closing levels of each Index should
not be taken as an indication of future performance, and no assurance can be given as to the closing level of any Index on the Pricing
Date or any Review Date. There can be no assurance that the performance of the Indices will result in the return of any of your principal
amount.
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_004.jpg)
PS-8
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_005.jpg)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_006.jpg)
Tax Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel, 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
PS-9
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
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, 2025 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.
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
PS-10
| Structured Investments
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
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 three 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.
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 Indices”
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.
Additional
Terms Specific to the Notes
You may revoke your offer to purchase the notes at any
time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or
reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify
you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which
case we may reject your offer to purchase.
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which
these notes are a part, and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other
prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence,
trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should
carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying 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
Review Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/30/0001213900-23-053088_image_001.jpg) |
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