424B2 1 jpm_424b2.htm PRELIMINARY PRICING SUPPLEMENT

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 April 29, 2021

May     , 2021 Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2)

JPMorgan Chase Financial Company LLC
Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021) due May 11, 2023

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

·The notes are designed for investors who seek unleveraged exposure to any appreciation of the J.P. Morgan Infrastructure Thematic Basket (May 2021) of 30 unequally weighted Reference Stocks, which we refer to as the Basket, up to a maximum return of at least 13.00%, at maturity.
·The Reference Stocks in the Basket represent the common stocks / common shares of 30 U.S.-listed companies that could potentially benefit from infrastructure spending in the United States.
·Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00% 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.
·Minimum denominations of $1,000 and integral multiples thereof
·The notes are expected to price on or about May 7, 2021 and are expected to settle on or about May 12, 2021.
·CUSIP: 48132TZR0

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-6 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 $7.50 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 $961.40 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.

Basket: The notes are linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021) (the “Basket”), an unequally weighted basket consisting of 30 Reference Stocks of U.S.-listed companies that could potentially benefit from infrastructure spending in the United States, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement.

Stock Weight: With respect to each Reference Stock, the weight of that Reference Stock in the Basket as of the Base Date, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement. The effective weight of each Reference Stock in the Basket over the term of the notes will fluctuate.

Maximum Return: At least 13.00% (corresponding to a maximum payment at maturity of at least $1,130.00 per $1,000 principal amount note) (to be provided in the pricing supplement)

Buffer Amount: 10.00%

Base Date: April 7, 2021

Pricing Date: On or about May 7, 2021

Original Issue Date (Settlement Date): On or about May 12, 2021

Observation Date *: May 8, 2023

Maturity Date*: May 11, 2023

* 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 Basket Value is greater than the Initial Basket Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:

$1,000 + ($1,000 × Basket Return), subject to the Maximum Return

If the Final Basket Value is equal to the Initial Basket Value or is less than the Initial Basket Value by up to the Buffer Amount, you will receive the principal amount of your notes at maturity.

If the Final Basket Value is less than the Initial Basket Value by more than the Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:

$1,000 + [$1,000 × (Basket Return + Buffer Amount)]

If the Final Basket Value is less than the Initial Basket Value by more than the Buffer Amount, you will lose some or most of your principal amount at maturity.

Basket Return:

(Final Basket Value – Initial Basket Value)
Initial Basket Value

Initial Basket Value: The closing level of the Basket on the Pricing Date

Final Basket Value: The closing level of the Basket on the Observation Date

Closing Level of the Basket:

On the Base Date, the closing level of the Basket was set equal to 100. On any subsequent date, the closing level of the Basket will be calculated as follows:

100 × [1 + sum of (Stock Return of each Reference Stock × Stock Weight of that Reference Stock)]

A level of the Basket may be published on the Bloomberg Professional® service (“Bloomberg”) under the Bloomberg ticker JPPBINFP. Any levels so published are for informational purposes only and are not binding in any way with respect to the notes. Although that level may appear under that Bloomberg ticker during the term of the notes, any such level may not be the same as the closing level of the Basket determined by the calculation agent for the Observation Date. You will not have any rights or claims, whether legal or otherwise, relating to any information regarding that level (whether displayed on Bloomberg or elsewhere) with respect to the notes.

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 Base 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 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 was set equal to 1.0 on the Base 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

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

Key Terms Relating to the Reference Stocks

Reference Stock Bloomberg Ticker Symbol Stock Weight (1) Initial Value (2) Closing Price on the Pricing Date Effective Weight on the Pricing Date (1)
Common stock of Prologis Inc., par value $0.01 per share PLD 6.500%  $109.63 $ %
Common stock of Autodesk, Inc., par value $0.01 per share ADSK 6.500%  $286.12 $ %
Common stock of Caterpillar Inc., par value $1.00 per share CAT 6.500%  $230.41 $ %
Common stock of Deere & Company, par value $1.00 per share DE 6.500%  $374.79 $ %
Common stock of United Rentals, Inc., par value $0.01 per share URI 6.500%  $322.00 $ %
Common stock of Nucor Corporation, par value $0.40 per share NUE 6.500%  $79.81 $ %
Common stock of Martin Marietta Materials, Inc., par value $0.01 per share MLM 6.447%  $337.19 $ %
Common stock of ANSYS, Inc., par value $0.01 per share ANSS 5.399%  $355.34 $ %
Common stock of Vulcan Materials Company, par value $1.00 per share VMC 4.805%  $168.91 $ %
Common stock of Xylem Inc., par value $0.01 per share XYL 4.467%  $105.94 $ %
Common stock of Quanta Services, Inc., par value $0.00001 per share PWR 3.400%  $91.10 $ %
Common stock of A. O. Smith Corporation, par value $1.00 per share AOS 3.248%  $67.40 $ %
Common stock of Jacobs Engineering Group Inc., par value $1.00 per share J 3.041%  $131.45 $ %
Common stock of PTC Inc., par value $0.01 per share PTC 2.965%  $143.22 $ %
Common stock of Oshkosh Corporation, par value $0.01 per share OSK 2.953%  $119.80 $ %
Common stock of Steel Dynamics, Inc., par value $0.0025 per share STLD 2.851%  $51.08 $ %
Common stock of MasTec, Inc., par value $0.10 per share MTZ 2.469%  $97.15 $ %
Common stock of AECOM, par value $0.01 per share ACM 2.199%  $66.03 $ %
Common stock of KBR, Inc., par value $0.001 per share KBR 1.789%  $38.10 $ %
Common stock of Eagle Materials Inc., par value $0.01 per share EXP 1.610%  $137.06 $ %
Common stock of Evoqua Water Technologies Corp., par value $0.01 per share AQUA 1.583%  $26.84 $ %
Common stock of ITT Inc., par value $1.00 per share ITT 1.456%  $91.20 $ %
Common stock of MDU Resources Group, Inc., par value $1.00 per share MDU 1.455%  $31.39 $ %

PS-2 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

Reference Stock Bloomberg Ticker Symbol Stock Weight (1) Initial Value (2) Closing Price on the Pricing Date Effective Weight on the Pricing Date (1)
Common stock of Commercial Metals Company, par value $0.01 per share CMC 1.437%  $31.12 $ %
Common stock of Valmont Industries, Inc., par value $1.00 per share VMI 1.367%  $233.98 $ %
Common stock of Tetra Tech, Inc., par value $0.01 per share TTEK 1.349%  $138.31 $ %
Class A common stock of Summit Materials, Inc., par value $0.01 per share SUM 1.264%  $28.38 $ %
Common stock of Dycom Industries, Inc., par value $0.33 1/3 per share DY 1.239%  $91.19 $ %
Common stock of EMCOR Group, Inc., par value $0.01 per share EME 1.153%  $114.25 $ %
Common shares of CNH Industrial N.V., par value €0.01 per share CNHI 1.054%  $15.73 $ %

(1) The Stock Weight of each Reference Stock reflects its weight in the Basket as of the Base Date. The effective weight of each Reference Stock in the Basket will fluctuate over the term of the notes.

(2) The Initial Value of each Reference Stock is the closing price of one share of that Reference Stock on the Base Date.

PS-3 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

 

Hypothetical Payout Profile

The following table and graph illustrate the hypothetical total return at maturity on the notes. 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 set forth below assume the following:

·an Initial Basket Value of 100.00;
·a Maximum Return of 13.00%; and
·a Buffer Amount of 10.00%.

The hypothetical Initial Basket Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Basket Value. The actual Initial Basket Value will be the closing level of the Basket on the Pricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of the Basket, please see the historical information set forth under “The Basket” 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 Basket Value Basket Return Total Return on the Notes Payment at Maturity
180.00 80.00% 13.00% $1,130.00
165.00 65.00% 13.00% $1,130.00
150.00 50.00% 13.00% $1,130.00
140.00 40.00% 13.00% $1,130.00
130.00 30.00% 13.00% $1,130.00
120.00 20.00% 13.00% $1,130.00
113.00 13.00% 13.00% $1,130.00
110.00 10.00% 10.00% $1,100.00
105.00 5.00% 5.00% $1,050.00
101.00 1.00% 1.00% $1,010.00
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% -10.00% $900.00
70.00 -30.00% -20.00% $800.00
60.00 -40.00% -30.00% $700.00
50.00 -50.00% -40.00% $600.00
40.00 -60.00% -50.00% $500.00
30.00 -70.00% -60.00% $400.00
20.00 -80.00% -70.00% $300.00
10.00 -90.00% -80.00% $200.00
0.00 -100.00% -90.00% $100.00

PS-4 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

 

The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Basket Returns detailed in the table above (-50% to 50%). There can be no assurance that the performance of the Basket will result in the return of any of your principal amount in excess of $100.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

How the Notes Work

Upside Scenario:

If the Final Basket Value is greater than the Initial Basket Value, investors will receive at maturity the $1,000 principal amount plus a return equal to the Basket Return, up to the Maximum Return of at least 13.00%. Assuming a hypothetical Maximum Return of 13.00%, an investor will realize the maximum payment at maturity at a Final Basket Value at or above 113.00% of the Initial Basket Value.

·If the closing level of the Basket increases 10.00%, investors will receive at maturity a 10.00% return, or $1,100.00 per $1,000 principal amount note.
·Assuming a hypothetical Maximum Return of 13.00%, if the closing level of the Basket increases 40.00%, investors will receive at maturity a return equal to the 13.00% Maximum Return, or $1,130.00 per $1,000 principal amount note, which is the maximum payment at maturity.

Par Scenario:

If the Final Basket Value is equal to the Initial Basket Value or is less than the Initial Basket Value by up to the Buffer Amount of 10.00%, investors will receive at maturity the principal amount of their notes.

Downside Scenario:

If the Final Basket Value is less than the Initial Basket Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal amount of their notes for every 1% that the Final Basket Value is less than the Initial Basket Value by more than the Buffer Amount.

·For example, if the closing level of the Basket declines 50.00%, investors will lose 40.00% of their principal amount and receive only $600.00 per $1,000 principal amount note at maturity, calculated as follows:

$1,000 + [$1,000 × (-50.00% + 10.00%)] = $600.00

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-5 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

 

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 Basket Value is less than the Initial Basket Value by more than 10.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Basket Value is less than the Initial Basket Value by more than 10.00%. Accordingly, under these circumstances, you will lose up to 90.00% of your principal amount at maturity.

·YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE MAXIMUM RETURN,

regardless of any appreciation of the Basket, which may be significant.

·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 NOTES DO NOT PAY INTEREST.
·CORRELATION (OR LACK OF CORRELATION) OF THE REFERENCE STOCKS —

The notes are linked to an unequally weighted Basket composed of 30 Reference Stocks. In calculating the Final Basket Value, an increase in the price of one share of one of the Reference Stocks may be moderated, or more than offset, by lesser increases or declines in the prices of one share of the other Reference Stocks. In addition, high correlation of movements in the prices of one share of the Reference Stocks during periods of negative returns among the Reference Stocks could have an adverse effect on the payment at maturity on the notes.

·YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY REFERENCE STOCK.
·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 Maximum Return.

Risks Relating to Conflicts of Interest

·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.

PS-6 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

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 level of the Basket. 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 Basket

·NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —

We have not independently verified any of the information about any 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 any Reference Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.

PS-7 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

·THE INVESTMENT STRATEGY REPRESENTED BY THE BASKET MAY NOT BE SUCCESSFUL —

The Reference Stocks in the Basket represent the common stocks / common shares of 30 U.S.-listed companies that could potentially benefit from infrastructure spending in the United States.  You should undertake your own investigation into each Reference Stock and its issuer, and you should make your own determination as to the potential effect of infrastructure spending in the United States on each Reference Stock.  In addition, companies in the infrastructure industry may be subject to a variety of factors that could adversely affect their business or operations, including high interest costs in connection with capital construction programs, high degrees of leverage, costs associated with governmental, environmental and other regulations, the level of government spending on infrastructure projects and other factors.  The stock prices of transportation companies may be affected by supply and demand for their specific product, government regulation, world events and economic conditions.  The profitability of energy companies is related to worldwide energy prices, exploration and production spending.  Utilities companies face intense competition, which may have an adverse effect on their profit margins, and the rates charged by regulated utility companies are subject to review and limitation by governmental regulatory commissions.  It is possible that the investment strategy represented by the Basket will not be successful and that the levels of the Basket and the notes will be adversely affected.  Moreover, there can be no assurance that the Reference Stocks will outperform any other U.S.-listed companies that could potentially benefit from infrastructure spending in the United States. 

·THE REFERENCE STOCKS ARE CONCENTRATED IN THE INDUSTRIALS AND MATERIALS SECTOR —

A substantial portion of the Reference Stocks has been issued by companies whose business is associated with the industrials or materials sector.  Because the value of the notes is determined by the performance of the Basket consisting of the Reference Stocks, an investment in these notes will be concentrated in these sectors.  As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory occurrence affecting these sectors than a different investment linked to securities of a more broadly diversified group of issuers.

·RISKS ASSOCIATED WITH NON-U.S. SECURITIES WITH RESPECT TO THE COMMON SHARES OF CNH INDUSTRIAL N.V. —

The common shares of CNH Industrial N.V. has been issued by a non-U.S. company. 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.

·LIMITED TRADING HISTORY WITH RESPECT TO THE COMMON STOCK OF EVOQUA WATER TECHNOLOGIES CORP. —

The common stock of Evoqua Water Technologies Corp. commenced trading on the New York Stock Exchange on November 2, 2017 and therefore has limited historical performance. Accordingly, historical information for this Reference Stock is available only since the date listed above. Past performance should not be considered indicative of future performance.

·IN SOME CIRCUMSTANCES, THE PAYMENT YOU RECEIVE ON THE NOTES MAY BE BASED ON THE VALUE OF CASH, SECURITIES (INCLUDING SECURITIES OF OTHER ISSUERS) OR OTHER PROPERTY DISTRIBUTED TO HOLDERS OF A REFERENCE STOCK UPON THE OCCURRENCE OF A REORGANIZATION EVENT —

Following certain corporate events relating to a Reference Stock where its issuer is not the surviving entity, a liquidation of a Reference Stock issuer or other reorganization events affect a Reference Stock issuer as described in the accompanying product supplement, a portion of any payment on the notes may be based on the common stock (or other security) of a successor to that Reference Stock issuer or any cash or any other assets distributed to holders of that Reference Stock in the relevant corporate event.  The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the notes.  The specific corporate events that can lead to these adjustments and the procedures for selecting the Exchange Property (as defined in the accompanying product supplement) are described in the accompanying product supplement.

·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-8 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

The Basket

The return on the notes is linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021) (the “Basket”), an unequally weighted basket consisting of 30 Reference Stocks of U.S.-listed companies that could potentially benefit from infrastructure spending in the United States.

All information contained in this pricing supplement 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 Bloomberg, without independent verification. The closing prices below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Reference Stock Bloomberg Ticker Symbol Relevant Exchange SEC File Number Closing Price on April 28, 2021
Common stock of Prologis Inc., par value $0.01 per share PLD New York Stock Exchange 001-13545  $115.10
Common stock of Autodesk, Inc., par value $0.01 per share ADSK The NASDAQ Stock Market 000-14338  $299.23
Common stock of Caterpillar Inc., par value $1.00 per share CAT New York Stock Exchange 001-00768  $232.30
Common stock of Deere & Company, par value $1.00 per share DE New York Stock Exchange 001-04121  $379.80
Common stock of United Rentals, Inc., par value $0.01 per share URI New York Stock Exchange 001-14387  $324.85
Common stock of Nucor Corporation, par value $0.40 per share NUE New York Stock Exchange 001-04119  $81.58
Common stock of Martin Marietta Materials, Inc., par value $0.01 per share MLM New York Stock Exchange 001-12744  $355.17
Common stock of ANSYS, Inc., par value $0.01 per share ANSS The NASDAQ Stock Market 000-20853  $375.40
Common stock of Vulcan Materials Company, par value $1.00 per share VMC New York Stock Exchange 001-33841  $179.04
Common stock of Xylem Inc., par value $0.01 per share XYL New York Stock Exchange 001-35229  $111.26
Common stock of Quanta Services, Inc., par value $0.00001 per share PWR New York Stock Exchange 001-13831  $97.85
Common stock of A. O. Smith Corporation, par value $1.00 per share AOS New York Stock Exchange 001-00475  $66.54
Common stock of Jacobs Engineering Group Inc., par value $1.00 per share J New York Stock Exchange 001-07463  $136.00
Common stock of PTC Inc., par value $0.01 per share PTC The NASDAQ Stock Market 000-18059  $148.29
Common stock of Oshkosh Corporation, par value $0.01 per share OSK New York Stock Exchange 001-31371  $128.35
Common stock of Steel Dynamics, Inc., par value $0.0025 per share STLD The NASDAQ Stock Market 000-21719  $55.13
Common stock of MasTec, Inc., par value $0.10 per share MTZ New York Stock Exchange 001-08106  $103.39

PS-9 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

Reference Stock Bloomberg Ticker Symbol Relevant Exchange SEC File Number Closing Price on April 28, 2021
Common stock of AECOM, par value $0.01 per share ACM New York Stock Exchange 000-52423  $66.89
Common stock of KBR, Inc., par value $0.001 per share KBR New York Stock Exchange 001-33146  $40.46
Common stock of Eagle Materials Inc., par value $0.01 per share EXP New York Stock Exchange 001-12984  $142.65
Common stock of Evoqua Water Technologies Corp., par value $0.01 per share AQUA New York Stock Exchange 001-38272  $29.51
Common stock of ITT Inc., par value $1.00 per share ITT New York Stock Exchange 001-05672  $96.24
Common stock of MDU Resources Group, Inc., par value $1.00 per share MDU New York Stock Exchange 001-03480  $33.05
Common stock of Commercial Metals Company, par value $0.01 per share CMC New York Stock Exchange 001-04304  $29.63
Common stock of Valmont Industries, Inc., par value $1.00 per share VMI New York Stock Exchange 001-31429  $246.47
Common stock of Tetra Tech, Inc., par value $0.01 per share TTEK The NASDAQ Stock Market 000-19655  $134.25
Class A common stock of Summit Materials, Inc., par value $0.01 per share SUM New York Stock Exchange 001-36873  $28.42
Common stock of Dycom Industries, Inc., par value $0.33 1/3 per share DY New York Stock Exchange 001-10613  $96.77
Common stock of EMCOR Group, Inc., par value $0.01 per share EME New York Stock Exchange 001-08267  $120.57
Common shares of CNH Industrial N.V., par value €0.01 per share CNHI New York Stock Exchange 001-36085  $15.63

According to publicly available filings of the relevant Reference Stock issuer with the SEC:

·Prologis Inc. is a real estate investment trust that owns, manages and develops logistics facilities.
·Autodesk, Inc. offers customers business solutions through technology products and services and serves customers in architecture, engineering and construction; product design and manufacturing; and digital media and entertainment industries.
·Caterpillar Inc. is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives.
·Deere & Company manufactures and distributes a line of agriculture and turf equipment and related service parts and a range of machines and service parts used in construction, earthmoving, road building, material handling and timber harvesting. In addition, Deere & Company finances sales and leases by dealers of new and used agriculture and turf equipment and construction and forestry equipment, provides wholesale financing to dealers of the foregoing equipment, finances retail revolving charge accounts and offers extended equipment warranties.
·United Rentals is an equipment rental company.
·Nucor Corporation manufactures steel and steel products and also produces direct reduced iron (“DRI”) for use in its steel mills, processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron and DRI.
·Martin Marietta Materials, Inc. is a natural-resource-based building materials company that supplies aggregates (crushed stone, sand and gravel) and provides cement and downstream products and services, namely, ready mixed concrete, asphalt and paving services.
·ANSYS, Inc. develops and markets engineering simulation software and services used by engineers, designers, researchers and students across a spectrum of industries and academia, including aerospace and defense, automotive, electronics, semiconductors, energy, materials and chemical processing, turbomachinery, consumer products, healthcare and sports.
·Vulcan Materials Company is a supplier of construction aggregates (primarily crushed stone, sand and gravel), a producer of asphalt mix and ready-mixed concrete and a supplier of construction paving services.
·Xylem Inc. is a water technology company that designs, manufactures and services engineered products and solutions across a variety of applications primarily in the water sector, but also in energy.

PS-10 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

·Quanta Services, Inc. is a provider of specialty contracting services, delivering infrastructure solutions for the electric and gas utility, communications, pipeline and energy industries in the United States, Canada, Australia and select other international markets.
·A.O. Smith Corporation manufactures and markets residential and commercial gas and electric water heaters, boilers, tanks and water treatment products.
·Jacobs Engineering Group Inc. provides professional services including consulting, technical, scientific and project delivery for the government and private sector.
·PTC Inc. is a global software and services company that delivers solutions to its industrial customers, enabling them to design, manufacture, operate and service their products.
·Oshkosh Corporation is a designer, manufacturer and marketer of access equipment, specialty vehicles and truck bodies for the primary markets of access equipment, defense, fire & emergency, refuse hauling, concrete placement as well as airport services.
·Steel Dynamics, Inc. is a domestic steel producer and metal recycler in the United States.
·MasTec, Inc. is an infrastructure construction company whose primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure.
·AECOM is a provider of professional technical and management support services for governments, businesses and organizations throughout the world.
·KBR, Inc. delivers scientific, technology and engineering solutions to governments and companies around the world.
·Eagle Materials Inc., is a supplier of heavy construction materials and light building materials in the United States.
·Evoqua Water Technologies Corp. is a provider of water and wastewater treatment solutions, offering a portfolio of products, services and expertise to support industrial, municipal and recreational customers.
·ITT Inc. is a manufacturer of engineered components and customized technology solutions for the transportation, industrial and energy markets.
·MDU Resources Group, Inc. is a regulated energy delivery and construction materials and services business.
·Commercial Metals Company manufactures, recycles and fabricates steel and metal products, related materials and services.
·Valmont Industries, Inc. is a producer of products and services for infrastructure and agriculture markets.
·Tetra Tech, Inc. is a global provider of consulting and engineering services that focuses on water, environment, sustainable infrastructure, resource management, energy and international development.
·Summit Materials, Inc. is a construction materials company that supplies aggregates and cement and uses a portion of its materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in its paving and related services businesses.
·Dycom Industries, Inc. is a provider of specialty contracting services throughout the United States.
·EMCOR Group, Inc. is an electrical and mechanical construction and facilities services firms and also provides a number of building services and industrial services.
·CNH Industrial N.V., a Dutch company, is a global capital goods company engaged in the design, production, marketing, sale and financing of agricultural and construction equipment, trucks, commercial vehicles, buses and specialty vehicles for firefighting, defense and other uses, as well as engines, transmissions and axles for those vehicles and engines for marine and power generation applications.

Historical Information

The first graph sets forth the historical performance of the Basket as a whole based on the weekly historical closing prices of one share of each Reference Stock from November 3, 2017 through April 23, 2021. The graph of the historical performance of the Basket reflects that the closing level of the Basket on the Base Date was 100 and that the Stock Weights of the Reference Stocks were as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement on that date. The closing level of the Basket on April 23, 2021 was 103.62971. The other graphs below set forth the historical performance of the Reference Stocks (other than the common stock of Evoqua Water Technologies Corp.) from January 8, 2016 through April 23, 2021 and the common stock of Evoqua Water Technologies Corp. based on the weekly historical closing prices of one share of the common stock of Evoqua Water Technologies Corp. from November 3, 2017 through April 23, 2021. The common stock of Evoqua Water Technologies Corp. commenced trading on the New York Stock Exchange on November 2, 2017 and therefore has limited historical performance.

The historical closing levels of the Basket and 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 level of the Basket on the Observation Date or the closing prices of one share of any Reference Stock on the Pricing Date or the Observation Date. There can be no assurance that the performance of the Basket will result in the return of any of your principal amount in excess of $100.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

PS-11 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-12 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-13 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-14 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-15 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

 

PS-16 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-17 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-18 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-19 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-20 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

PS-21 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

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 your notes could be materially and adversely affected.  For example, the notes could be treated either as subject (in whole or in part) to the “constructive ownership transaction” rules of Section 1260 of the Code, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge (as discussed in the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement), or as “contingent payment debt instruments.”  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 (as described above).  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.

PS-22 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

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.

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.

PS-23 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

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.

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 Basket” in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.

Supplemental Plan of Distribution

We expect that delivery of the notes will be made against payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Additional Terms Specific to the Notes

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject your offer to purchase.

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” 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.

PS-24 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)

 

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

·Product supplement no. 4-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021467/crt_dp139322-424b2.pdf
·Prospectus supplement and prospectus, each dated April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Financial.

 

PS-25 | Structured Investments

Capped Buffered Equity Insight Notes Linked to the J.P. Morgan Infrastructure Thematic Basket (May 2021)