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JPMORGAN CHASE FINANCIAL CO. LLC

Date Filed : Jun 23, 2022

424B21jpm_424b2.htmPRELIMINARY PRICING SUPPLEMENT

The information in this preliminary pricing supplement isnot complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these notesin any jurisdiction where the offer or sale is not permitted.

 

  Subject to completion dated June 23, 2022  

PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-236659 and 333-236659-01
Dated June     , 2022

JPMorgan Chase Financial Company LLC Trigger AutocallableContingent Yield Notes

Linked to the common stock of The Boeing Company dueon or about June 27, 2023

Fully and Unconditionally Guaranteed by JPMorganChase & Co.

Investment Description

Trigger Autocallable Contingent Yield Notes are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. (each, a “Note” and collectively, the “Notes”), linked to the performance of a specific underlying (the “Underlying”).  If the closing price of one share of the Underlying on a quarterly Observation Date is equal to or greater than the Coupon Barrier, JPMorgan Financial will make a Contingent Coupon payment with respect to that Observation Date.  Otherwise, no coupon will be payable with respect to that Observation Date.  JPMorgan Financial will automatically call the Notes early if the closing price of one share of the Underlying on any quarterly Observation Date is equal to or greater than the Initial Value.  If the Notes are called, JPMorgan Financial will pay the principal amount plus the Contingent Coupon for that Observation Date and no further amounts will be owed to you.  If the Notes are not called prior to maturity and the Final Value is equal to or greater than the Downside Threshold (which is the same price as the Coupon Barrier), JPMorgan Financial will make a cash payment at maturity equal to the principal amount of your Notes, in addition to the Contingent Coupon.  If the Notes are not called prior to maturity and the Final Value is less than the Downside Threshold, JPMorgan Financial will pay you less than the full principal amount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the decline in the price of one share of the Underlying from the Initial Value to the Final Value.  The closing price of one share of the Underlying is subject to adjustments, in the sole discretion of the calculation agent, in the case of certain corporate events described in the accompanying product supplement under “The Underlyings — Underlying Stocks — Anti-Dilution Adjustments” and “The Underlyings — Underlying Stocks — Reorganization Events.”  Investing in the Notes involves significant risks.  You may lose some or all of your principal amount.  Generally, a higher Contingent Coupon Rate is associated with a greater risk of loss.  The contingent repayment of principal applies only if you hold the Notes to maturity.  Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial, as issuer of the Notes, and the creditworthiness of JPMorgan Chase & Co., as guarantor of the Notes.  If JPMorgan Financial and JPMorgan Chase & Co. were to default on their payment obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment.

 

Features

 

Key Dates

q       Automatically Callable: JPMorgan Financial will automatically call the Notes and pay you the principal amount plus the Contingent Coupon otherwise due for a quarterly Observation Date if the closing price of one share of the Underlying on that quarterly Observation Date is equal to or greater than the Initial Value. No further payments will be made on the Notes. If the Notes are not called, investors will have the potential for downside equity market risk at maturity.

q       Contingent Coupon: If the closing price of one share of the Underlying on a quarterly Observation Date (including the Final Valuation Date) is equal to or greater than the Coupon Barrier, JPMorgan Financial will make a Contingent Coupon payment with respect to that Observation Date. Otherwise, no coupon will be payable with respect to that Observation Date.

q       Downside Exposure with Contingent Repayment of Principal Amount at Maturity: If by maturity the Notes have not been called and the Underlying closes at or above the Downside Threshold on the Final Valuation Date, JPMorgan Financial will pay you the principal amount per Note at maturity, in addition to the Contingent Coupon. If by maturity the Notes have not been called and the Underlying closes below the Downside Threshold on the Final Valuation Date, JPMorgan Financial will repay less than the principal amount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the decline in the price of one share of the Underlying from the Initial Value to the Final Value. The contingent repayment of principal applies only if you hold the Notes until maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co.

  Trade Date1 June 23, 2022
Original Issue Date (Settlement Date)1 June 28, 2022
Observation Dates2 Quarterly (see page 5)
Final Valuation Date2 June 22, 2023
Maturity Date2 June 27, 2023
1    Expected.  In the event that we make any change to the expected Trade Date and Settlement Date, the Observation Dates, the Final Valuation Date and/or the Maturity Date will be changed so that the stated term of the Notes remains the same.  See “Supplemental Plan of Distribution” for more details on the expected Settlement Date.  The Initial Value is the closing price of one share of the Underlying on June 22, 2022 and is not the closing price of one share of the Underlying on the Trade Date.
2 Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Payment Date” and “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” in the accompanying product supplement
   
   
   
   
           

 

THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.  YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 7 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT, AND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-12 OF THE ACCOMPANYING PRODUCT SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES. THE NOTES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.

Note Offering

We are offering Trigger Autocallable Contingent Yield Notes linked to the common stock of The Boeing Company.  The Notes are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof.  The Contingent Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement.  The actual Contingent Coupon Rate will not be less than the bottom of the range listed below, but you should be willing to invest in the Notes if the Contingent Coupon Rate were set equal to the bottom of the range.

 

Underlying Contingent
Coupon Rate
Initial Value* Downside Threshold Coupon
Barrier

CUSIP /

ISIN

Common stock of The Boeing Company

(Bloomberg ticker: BA)

13.25% to 13.75% per annum $137.16 $68.58, which is 50.00% of the Initial Value $68.58, which is 50.00% of the Initial Value 48133E124 / US48133E1249

*The Initial Value is the closing price of one share of theUnderlying on June 22, 2022 and is not the closing price of one share of the Underlying on the Trade Date.

See “Additional Information about JPMorgan Financial,JPMorgan Chase & Co. and the Notes” in this pricing supplement. The Notes will have the terms specified in the prospectus andthe prospectus supplement, each dated April 8, 2020, product supplement no. UBS-1-II dated November 4, 2020 and this pricing supplement.The terms of the Notes as set forth in this pricing supplement, to the extent they differ or conflict with those set forth in the accompanyingproduct supplement, will supersede the terms set forth in that product 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 pricingsupplement or the accompanying prospectus, the accompanying prospectus supplement and the accompanying product supplement. Any representationto the contrary is a criminal offense.

  Price to Public(1) Fees and Commissions(2) Proceeds to Issuer
Offering of Notes Total Per Note Total Per Note Total Per Note
Notes linked to the common stock of The Boeing Company   $10   $0.15   $9.85

 

(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the Notes.  
(2) UBS Financial Services Inc., which we refer to as UBS, will receive selling commissions from us that will not exceed $0.15 per $10 principal amount Note.  See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement, as supplemented by “Supplemental Plan of Distribution” in this pricing supplement.

If the Notes priced today and assuming a Contingent CouponRate equal to the minimum Contingent Coupon Rate listed above, the estimated value of the Notes would be approximately $9.692 per $10principal amount Note. The estimated value of the Notes, when the terms of the Notes are set, will be provided in the pricing supplementand will not be less than $9.30 per $10 principal amount Note. See “The Estimated Value of the Notes” in this pricingsupplement for additional information.

The Notes are not bank deposits, are not insured by theFederal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.

 

UBS Financial Services Inc. J.P.Morgan
 
 

 

AdditionalInformation about JPMorgan Financial, JPMorgan Chase & Co. and the Notes

You may revoke your offer to purchase the Notes at any timeprior to the time at which we accept such offer by notifying the agent. We reserve the right to change the terms of, or reject any offerto 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 willbe asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may rejectyour offer to purchase.

You should read this pricing supplement together with the accompanyingprospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these Notesare a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together withthe documents listed below, contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements as wellas 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 productsupplement, as the Notes involve risks not associated with conventional debt securities.

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

tProduct supplement no. UBS-1-II dated November 4, 2020:

http://www.sec.gov/Archives/edgar/data/19617/000095010320021470/crt_dp139324-424b2.pdf

tProspectus 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, the “Issuer,” “JPMorgan Financial,”“we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.

SupplementalTerms of the Notes

For purposes of the accompanying product supplement, the common stockof The Boeing Company is an “Underlying Stock.”

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InvestorSuitability

 

The Notes may be suitable for you if, among other considerations:

tYou fully understand the risks inherent in an investment in the Notes, includingthe risk of loss of your entire initial investment.
tYou can tolerate a loss of all or a substantial portion of your investmentand are willing to make an investment that may have the same downside market risk as an investment in the Underlying.
tYou accept that you may not receive a Contingent Coupon on some or all ofthe Coupon Payment Dates.
tYou believe the Underlying will close at or above the Coupon Barrier on theObservation Dates and the Downside Threshold on the Final Valuation Date.
tYou believe the Underlying will close at or above the Initial Value on oneof the specified Observation Dates.
tYou understand and accept that you will not participate in any appreciationof the Underlying and that your potential return is limited to the Contingent Coupons.
tYou can tolerate fluctuations in the price of the Notes prior to maturitythat may be similar to or exceed the downside price fluctuations of the Underlying.
tYou would be willing to invest in the Notes if the Contingent Coupon Ratewere set equal to the bottom of the range indicated on the cover hereof (the actual Contingent Coupon Rate will be finalized on the TradeDate and provided in the pricing supplement and will not be less than the bottom of the range listed on the cover).
tYou do not seek guaranteed current income from this investment and are willingto forgo dividends paid on the Underlying.
tYou are able and willing to invest in Notes that may be called early and youare otherwise able and willing to hold the Notes to maturity.
tYou accept that there may be little or no secondary market for the Notes andthat any secondary market will depend in large part on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS,is willing to trade the Notes.
tYou understand and accept the single stock risk associated with the Notesand the risks associated with the Underlying.
tYou are willing to assume the credit risks of JPMorgan Financial and JPMorganChase & Co. for all payments under the Notes, and understand that if JPMorgan Financial and JPMorgan Chase & Co. default on theirobligations, you may not receive any amounts due to you including any repayment of principal.

 

The Notes may not be suitable for you if, among other considerations:

tYou do not fully understand the risks inherent in an investment in the Notes,including the risk of loss of your entire initial investment.
tYou cannot tolerate a loss of all or a substantial portion of your investmentor are unwilling to make an investment that may have the same downside market risk as an investment in the Underlying.
tYou require an investment designed to provide a full return of principal atmaturity.
tYou do not accept that you may not receive a Contingent Coupon on some orall of the Coupon Payment Dates.
tYou believe that the price of one share of the Underlying will decline duringthe term of the Notes and is likely to close below the Coupon Barrier on the Observation Dates and the Downside Threshold on the FinalValuation Date.
tYou seek an investment that participates in the full appreciation of the Underlyingor that has unlimited return potential.
tYou cannot tolerate fluctuations in the price of the Notes prior to maturitythat may be similar to or exceed the downside price fluctuations of the Underlying.
tYou would not be willing to invest in the Notes if the Contingent Coupon Ratewere set equal to the bottom of the range indicated on the cover hereof (the actual Contingent Coupon Rate will be finalized on the TradeDate and provided in the pricing supplement and will not be less than the bottom of the range listed on the cover).
tYou prefer the lower risk, and therefore accept the potentially lower returns,of fixed income investments with comparable maturities and credit ratings.
tYou seek guaranteed current income from this investment or prefer to receivethe dividends paid on the Underlying.
tYou are unable or unwilling to invest in Notes that may be called early, oryou are otherwise unable or unwilling to hold the Notes to maturity or you seek an investment for which there will be an active secondarymarket.
tYou do not understand or accept the single stock risk associated with theNotes or the risks associated with the Underlying.
tYou are not willing to assume the credit risks of JPMorgan Financial and JPMorganChase & Co. for all payments under the Notes, including any repayment of principal.


The suitability considerations identified above are not exhaustive.Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investmentdecision only after you and your investment, legal, tax, accounting and other advisers have carefully considered the suitability of aninvestment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” sectionof this pricing supplement and the “Risk Factors” sections of the accompanying prospectus supplement and the accompanyingproduct supplement for risks related to an investment in the Notes. For more information on the Underlying, please see the section titled“The Underlying” below.

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Indicative Terms

 
Issuer   JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.  
Guarantor   JPMorgan Chase & Co.  
Issue Price   $10 per Note  
  Underlying   Common stock of The Boeing Company  
Principal Amount   $10 per Note (subject to a minimum purchase of 100 Notes or $1,000)  
Term1   Approximately 1 year, unless called earlier  
Automatic Call Feature   The Notes will be called automatically if the closing price2 of one share of the Underlying on any Observation Date is equal to or greater than the Initial Value.  If the Notes are called, JPMorgan Financial will pay you on the applicable Call Settlement Date a cash payment per Note equal to the principal amount plus the Contingent Coupon otherwise due for the applicable Observation Date, and no further payments will be made on the Notes.  

Contingent Coupon

 

 

If the closing price2 of the Underlying is equal to or greater than the Coupon Barrier on any Observation Date, we will pay you the Contingent Coupon for that Observation Date on the relevant Coupon Payment Date.

If the closing price2 of one share of the Underlying is less than the Coupon Barrier on any Observation Date, the Contingent Coupon for that Observation Date will not accrue or be payable, and we will not make any payment to you on the relevant Coupon Payment Date.

Each Contingent Coupon will be a fixed amount based on equal quarterly installments at the Contingent Coupon Rate, which is a per annum rate. You should be willing to invest in the Notes if the Contingent Coupon Rate were set equal to the bottom of the range set forth in “Contingent Coupon Rate” below.

Contingent Coupon payments on the Notes are not guaranteed. We will not pay you the Contingent Coupon for any Observation Date on which the closing price of one share of the Underlying is less than the Coupon Barrier.

 
 

Contingent Coupon

Rate

  Expected to be between 13.25% and 13.75% per annum.  The actual Contingent Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 13.25% per annum.  

Contingent Coupon payments

 

 

 

Expected to be between $0.3313 and $0.3438 per $10 principal amount Note.  The actual Contingent Coupon payments will be based on the Contingent Coupon Rate and finalized on the Trade Date and provided in the pricing supplement.  
 
 
Coupon Payment Dates3

 

 

As specified under the “Coupon Payment Dates” column of the table under “Observation Dates and Coupon Payment Dates” below  
Call Settlement Dates3   First Coupon Payment Date following the applicable Observation Date  
Payment at Maturity
(per $10 Note)
 

If the Notes are not automatically called and the Final Value is equal to or greater than the Downside Threshold, we will pay you a cash payment at maturity per $10 principal amount Note equal to $10 plus the Contingent Coupon otherwise due on the Maturity Date.

If the Notes are not automatically called and the Final Value is less than the Downside Threshold, we will pay you a cash payment at maturity that is less than $10 per $10 principal amount Note resulting in a loss on your principal amount proportionate to the negative Underlying Return, equal to:

$10 × (1 + Underlying Return)

 
Underlying Return  

Final Value – Initial Value

Initial Value

 
Initial Value   The closing price of one share of the Underlying on June 22, 2022, as specified on the cover of this pricing supplement. The Initial Value is not the closing price of one share of the Underlying on the Trade Date  
Final Value   The closing price2 of one share of the Underlying on the Final Valuation Date  
Downside Threshold   A percentage of the Initial Value, as specified on the cover of this pricing supplement  
Coupon Barrier   A percentage of the Initial Value, as specified on the cover of this pricing supplement  
Stock Adjustment Factor2   The Stock Adjustment Factor is referenced in determining the closing price of one share of the Underlying.  The Stock Adjustment Factor is set initially at 1.0 on June 22, 2022.  
1 See footnote 1 under “Key Dates” on the front cover  
2 The closing price and the Stock Adjustment Factor of the Underlying are subject to adjustments, in the sole discretion of the calculation agent, in the case of certain corporate events described in the accompanying product supplement under “The Underlyings — Underlying Stocks — Anti-Dilution Adjustments” and “The Underlyings — Underlying Stocks — Reorganization Events.”  
3 See footnote 2 under “Key Dates” on the front cover  

 

Investment Timeline

 
June 22, 2022   The closing price of one share of the Underlying (Initial Value) is observed and the Downside Threshold and the Coupon Barrier are determined.  
       

Trade Date

(June 23, 2022)

  The Contingent Coupon Rate is finalized.  
   
   
   
     
Quarterly  

If the closing price of one share of the Underlying is equal to or greater than the Coupon Barrier on any Observation Date, JPMorgan Financial will pay you a Contingent Coupon on the Coupon Payment Date.

The Notes will also be called if the closing price of one share of the Underlying on any Observation Date is equal to or greater than the Initial Value. If the Notes are called, JPMorgan Financial will pay you a cash payment per Note equal to the principal amount plus the Contingent Coupon otherwise due for the applicable Observation Date, and no further payments will be made on the Notes.

 
   

Maturity Date

 

 

The Final Value is determined as of the Final Valuation Date.

If the Notes have not been called and the Final Value is equal to or greater than the Downside Threshold, at maturity JPMorgan Financial will repay the principal amount equal to $10.00 per Note plus the Contingent Coupon otherwise due on the Maturity Date.

If the Notes have not been called and the Final Value is less than the Downside Threshold, JPMorgan Financial will repay less than the principal amount, if anything, at maturity, resulting in a loss on your principal amount proportionate to the decline of the Underlying, equal to a return of:

$10 × (1 + Underlying Return) per Note

 
   
   
   
   
       
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT.  ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO.  IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.  
 
 
 
 


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ObservationDates and Coupon Payment Dates

Observation Dates Coupon Payment Dates
September 22, 2022 September 27, 2022
December 22, 2022 December 28, 2022
March 22, 2023 March 27, 2023
June 22, 2023 (the Final Valuation Date) June 27, 2023 (the Maturity Date)

Each of the Observation Dates, and thereforethe Coupon Payment Dates, is subject to postponement in the event of a market disruption event and as described under “General Termsof Notes — Postponement of a Determination Date — Notes Linked to a Single Underlying — Notes Linked to a Single Underlying(Other Than a Commodity Index)” and “General Terms of Notes — Postponement of a Payment Date” in the accompanyingproduct supplement.

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WhatAre the Tax Consequences of the Notes?

You should review carefully the section entitled “Material U.S.Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-II. In determining our reporting responsibilitieswe intend to treat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent couponsand (ii) any Contingent Coupons as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences— Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward Contracts with Associated Contingent Coupons”in the accompanying product supplement. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, we believe thatthis is a reasonable treatment, but that there are other reasonable treatments that the IRS or a court may adopt.

Sale, Exchange or Redemption of a Note. Assuming the treatmentdescribed above is respected, upon a sale or exchange of the Notes (including redemption upon an automatic call or at maturity), you shouldrecognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the Notes,which should equal the amount you paid to acquire the Notes (assuming Contingent Coupons are properly treated as ordinary income, consistentwith the position referred to above). This gain or loss should be short-term capital gain or loss, whether or not you are an initial purchaserof the Notes at the issue price. The deductibility of capital losses is subject to limitations. If you sell your Notes between the timeyour right to a Contingent Coupon is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary incomeequal to the Contingent Coupon. Although uncertain, it is possible that proceeds received from the sale or exchange of your Notes priorto an Observation Date but that can be attributed to an expected Contingent Coupon payment could be treated as ordinary income. You shouldconsult your tax adviser regarding this issue.

As described above, there are other reasonable treatments that theIRS or a court may adopt, in which case the timing and character of any income or loss on the Notes could be materially affected. In addition,in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forwardcontracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrueincome over the term of their investment. It also asks for comments on a number of related topics, including the character of income orloss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the instrumentsare linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or otherguidance promulgated after consideration of these issues could materially affect the tax consequences of an investment in the Notes, possiblywith retroactive effect. The discussions above and in the accompanying product supplement do not address the consequences to taxpayerssubject to special tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding the U.S. federalincome tax consequences of an investment in the Notes, including possible alternative treatments and the issues presented by the noticedescribed above.

Non-U.S. Holders — Tax Considerations.The U.S. federal income tax treatment of Contingent Coupons is uncertain, and although we believe it is reasonable to take a positionthat Contingent Coupons are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), a withholding agentmay nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible reduction of that rate under an applicableincome tax treaty), unless income from your Notes is effectively connected with your conduct of a trade or business in the United States(and, if an applicable treaty so requires, attributable to a permanent establishment in the United States). If you are not a United Statesperson, you are urged to consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes inlight of your particular circumstances.

Section871(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 financialinstruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, includingfor 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) instrumentsissued prior to January 1, 2023 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividendsfor U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m) willnot apply to the Notes with regard to Non-U.S. Holders.  Ourdetermination 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 Section871(m) will be provided in the pricing supplement for the Notes.  Youshould consult your tax adviser regarding the potential application of Section 871(m) to the Notes.

In the event of any withholding on the Notes, wewill not be required to pay any additional amounts with respect to amounts so withheld.

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KeyRisks

An investment in the Notes involves significant risks. Investing inthe Notes is not equivalent to investing directly in the Underlying. These risks are explained in more detail in the “Risk Factors”sections of the accompanying prospectus supplement and the accompanying product supplement. We also urge you to consult your investment,legal, tax, accounting and other advisers before you invest in the Notes.

Risks Relating to the Notes Generally

tYour Investment in the Notes May Result in a Loss — The Notesdiffer from ordinary debt securities in that JPMorgan Financial will not necessarily repay the full principal amount of the Notes. Ifthe Notes are not called and the closing price of one share of the Underlying has declined below the Downside Threshold on the Final ValuationDate, you will be fully exposed to any depreciation of the Underlying from the Initial Value to the Final Value. In this case, JPMorganFinancial will repay less than the full principal amount at maturity, resulting in a loss of principal that is proportionate to the negativeUnderlying Return. Under these circumstances, you will lose 1% of your principal for every 1% that the Final Value is less than the InitialValue and could lose your entire principal amount. As a result, your investment in the Notes may not perform as well as an investmentin a security that does not have the potential for full downside exposure to the Underlying at maturity.
tCredit Risks of JPMorgan Financial and JPMorgan Chase & Co. —The Notes are unsecured and unsubordinated debt obligations of the Issuer, JPMorgan Chase Financial Company LLC, the payment on whichis fully and unconditionally guaranteed by JPMorgan Chase & Co. The Notes will rank pari passu with all of our other unsecuredand unsubordinated obligations, and the related guarantee JPMorgan Chase & Co. will rank pari passu with all of JPMorgan Chase& Co.’s other unsecured and unsubordinated obligations. The Notes and related guarantees are not, either directly or indirectly,an obligation of any third party. Any payment to be made on the Notes, including any repayment of principal, depends on the ability ofJPMorgan Financial and JPMorgan Chase & Co. to satisfy their obligations as they come due. As a result, the actual and perceived creditworthinessof JPMorgan Financial and JPMorgan Chase & Co. may affect the market value of the Notes and, in the event JPMorgan Financial and JPMorganChase & Co. were to default on their obligations, you may not receive any amounts owed to you under the terms of the Notes and youcould lose your entire investment.
tAs a Finance Subsidiary, JPMorgan Financial Has No Independent Operationsand Limited Assets — As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuanceand administration of our securities. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all ofour 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 tous and we fail to make payments on the Notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., andthat guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.
tYou Are Not Guaranteed Any Contingent Coupons — We will not necessarilymake periodic coupon payments on the Notes. If the closing price of one share of the Underlying on an Observation Date is less than theCoupon Barrier, we will not pay you the Contingent Coupon for that Observation Date, and the Contingent Coupon that would otherwise bepayable will not be accrued and will be lost. If the closing price of one share of the Underlying is less than the Coupon Barrier on eachof the Observation Dates, we will not pay you any Contingent Coupon during the term of, and you will not receive a positive return on,your Notes. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes.
tReturn on the Notes Limited to the Sum of Any Contingent Coupons and YouWill Not Participate in Any Appreciation of the Underlying — The return potential of the Notes is limited to the specified ContingentCoupon Rate, regardless of the appreciation of the Underlying, which may be significant. In addition, the total return on the Notes willvary based on the number of Observation Dates on which the requirements for a Contingent Coupon have been met prior to maturity or anautomatic call. Further, if the Notes are called, you will not receive any Contingent Coupons or any other payments in respect of anyObservation Dates after the Call Settlement Date. Because the Notes could be called as early as the first Observation Date, the totalreturn on the Notes could be minimal. If the Notes are not called, you may be subject to the risk of decline of the Underlying even thoughyou are not able to participate in any potential appreciation of the Underlying. Generally, the longer the Notes remain outstanding,the less likely it is that they will be automatically called, due to the decline in the price of the Underlying and the shorter time remainingfor the price to recover to or above the Initial Value on a subsequent Observation Date.  As a result, the return on an investmentin the Notes could be less than the return on a direct investment in the Underlying. In addition, if the Notes are not called and theFinal Value is below the Downside Threshold, you will have a loss on your principal amount and the overall return on the Notes may beless than the amount that would be paid on a conventional debt security of JPMorgan Financial of comparable maturity.
tContingent Repayment of Principal Applies Only If You Hold the Notes toMaturity — If you are able to sell your Notes in the secondary market, if any, prior to maturity, you may have to sell themat a loss relative to your initial investment even if the closing price of one share of the Underlying is above the Downside Threshold.If by maturity the Notes have not been called, either JPMorgan Financial will repay you the full principal amount per Note, plus the ContingentCoupon, or, if the Underlying closes below the Downside Threshold on the Final Valuation Date, JPMorgan Financial will repay less thanthe principal amount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the decline in theclosing price of one share of the Underlying from the Initial Value to the Final Value. This contingent repayment of principal appliesonly if you hold your Notes to maturity.
tA Higher Contingent Coupon Rate and/or a Lower Coupon Barrier and/or DownsideThreshold May Reflect Greater Expected Volatility of the Underlying, Which Is Generally Associated With a Greater Risk of Loss —Volatility is a measure of the degree of variation in the price of the Underlying over a period of time.  The greater the expectedvolatility of the Underlying at the time the terms of the Notes are set, the greater the expectation is at that time that the price ofthe Underlying could close below the Coupon Barrier on any Observation Date, resulting in the loss of one or more, or all, ContingentCoupon payments, or below the

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Downside Threshold on the Final ValuationDate, resulting in the loss of a significant portion or all of your principal at maturity.  In addition, the economic terms of theNotes, including the Contingent Coupon Rate, the Coupon Barrier and the Downside Threshold, are based, in part, on the expected volatilityof the Underlying at the time the terms of the Notes are set, where a higher expected volatility will generally be reflected in a higherContingent Coupon Rate than the fixed rate we would pay on conventional debt securities of the same maturity and/or on otherwise comparablesecurities and/or a lower Coupon Barrier and/or a lower Downside Threshold as compared to otherwise comparable securities.  Accordingly,a higher Contingent Coupon Rate will generally be indicative of a greater risk of loss while a lower Coupon Barrier or Downside Thresholddoes not necessarily indicate that the Notes have a greater likelihood of paying Contingent Coupon payments or returning your principalat maturity.  You should be willing to accept the downside market risk of the Underlying and the potential loss of some or all ofyour principal at maturity.

tReinvestment Risk — If your Notes are called early, the holdingperiod over which you would have the opportunity to receive any Contingent Coupons could be as short as approximately three months. Thereis no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return and/or with a comparableinterest rate for a similar level of risk in the event the Notes are called prior to the Maturity Date.
tEach Contingent Coupon Is Based Solely on the Closing Price of One Shareof the Underlying on the Applicable Observation Date — Whether a Contingent Coupon will be payable with respect to an ObservationDate will be based solely on the closing price of one share of the Underlying on that Observation Date. As a result, you will not knowwhether you will receive a Contingent Coupon until the related Observation Date. Moreover, because each Contingent Coupon is based solelyon the closing price of one share of the Underlying on the applicable Observation Date, if the closing price of one share of the Underlyingis less than the Coupon Barrier, you will not receive any Contingent Coupon with respect to that Observation Date, even if the closingprice of one share of the Underlying was higher on other days during the period before that Observation Date.
tNo Dividend Payments or Voting Rights or Other Ownership Rights in theUnderlying — As a holder of the Notes, you will not have any ownership interest or rights in the Underlying, such as votingrights or rights to receive cash dividends or other distributions. In addition, the issuer of the Underlying will not have any obligationto consider your interests as a holder of the Notes in taking any corporate action that might affect the value of the Underlying and theNotes.
tNo Assurances That the Investment View Implicit in the Notes Will Be Successful— While the Notes are structured to provide for Contingent Coupons if the Underlying does not close below the Coupon Barrier onthe Observation Dates, we cannot assure you of the economic environment during the term or at maturity of your Notes.
tLack of Liquidity — The Notes will not be listed on any securitiesexchange. JPMS intends to offer to purchase the Notes in the secondary market, but is not required to do so. Even if there is a secondarymarket, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to makea secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, atwhich JPMS is willing to buy the Notes.
tTax Treatment — Significant aspects of the tax treatment of theNotes are uncertain. You should consult your tax adviser about your tax situation.
tThe Final Terms and Valuation of the Notes WillBe Finalized on the Trade Date and Provided in the Pricing Supplement — The final terms of the Notes will be based on relevantmarket conditions when the terms of the Notes are set and will be finalized on the Trade Date and provided in the pricing supplement.In particular, each of the estimated value of the Notes and the Contingent Coupon Rate will be finalized on the Trade Date and providedin the pricing supplement, and each may be as low as the applicable minimum set forth on the cover of this pricing supplement. Accordingly,you should consider your potential investment in the Notes based on the minimums for the estimated value of the Notes and the ContingentCoupon Rate.

Risks Relating to Conflictsof Interest

tPotential Conflicts — We and our affiliates play a variety ofroles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notesand making the assumptions used to determine the pricing of the Notes and the estimated value of the Notes when the terms of the Notesare set, which we refer to as the estimated value of the Notes. In performing these duties, our and JPMorgan Chase & Co.’s economicinterests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests asan investor in the Notes. In addition, our and JPMorgan Chase & Co.’s business activities, including hedging and trading activities,could cause our and JPMorgan Chase & Co.’s economic interests to be adverse to yours and could adversely affect any paymenton the Notes and the value of the Notes. It is possible that hedging or trading activities of ours or our affiliates in connection withthe Notes could result in substantial returns for us or our affiliates while the value of the Notes declines. Please refer to “RiskFactors — Risks Relating to Conflicts of Interest” in the accompanying product supplement for additional information aboutthese risks. We and/or our affiliates may also currently or from time to time engage in business with the issuer of the Underlying, includingextending loans to, or making equity investments in, the issuer of the Underlying or providing advisory services to the issuer of theUnderlying. As a prospective purchaser of the Notes, you should undertake an independent investigation of the issuer of the Underlyingas in your judgment is appropriate to make an informed decision with respect to an investment in the Notes.
tPotentially Inconsistent Research, Opinions or Recommendations by JPMS,UBS or Their Affiliates — JPMS, UBS or their affiliates may publish research, express opinions or provide recommendations (forexample, with respect to the issuer of the Underlying) that are inconsistent with investing in or holding the Notes, and that may be revisedat any time. Any such research, opinions or recommendations may or may not recommend that investors buy or hold the Underlying and couldaffect the value of the Underlying, and therefore the market value of the Notes.

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tPotential JPMorgan Financial Impact on the Market Price of the Underlying— Trading or transactions by JPMorgan Financial or its affiliates in the Underlying and/or over-the-counter options, futures orother instruments with returns linked to the performance of the Underlying may adversely affect the market price of the Underlying and,therefore, the market value of the Notes.

Risks Relating to the Estimated Value and SecondaryMarket Prices of the Notes

tThe Estimated Value of the Notes Will Be Lower Than the Original IssuePrice (Price to Public) of the Notes — The estimated value of the Notes is only an estimate determined by reference to severalfactors. The original issue price of the Notes will exceed the estimated value of the Notes because costs associated with selling, structuringand hedging the Notes are included in the original issue price of the Notes. These costs include the selling commissions, the projectedprofits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the Notes and theestimated cost of hedging our obligations under the Notes. See “The Estimated Value of the Notes” in this pricing supplement.
tThe Estimated Value of the Notes Does Not Represent Future Values of theNotes and May Differ from Others’ Estimates — The estimated value of the Notes is determined by reference to internalpricing models of our affiliates when the terms of the Notes are set. This estimated value of the Notes is based on market conditionsand other relevant factors existing at that time and assumptions about market parameters, which can include volatility, dividend rates,interest rates and other factors. Different pricing models and assumptions could provide valuations for the Notes that are greater thanor less than the estimated value of the Notes. In addition, market conditions and other relevant factors in the future may change, andany 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. See “TheEstimated Value of the Notes” in this pricing supplement.
tThe Estimated Value of the Notes Is Derived by Reference to an InternalFunding Rate — The internal funding rate used in the determination of the estimated value of the Notes may differ from the market-impliedfunding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any differencemay 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 instrumentsof 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 anypotential 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.
tThe Value of the Notes as Published by JPMS (and Which May Be Reflectedon 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 connectionwith any repurchases of your Notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs caninclude selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondarymarket funding rates for structured debt issuances. See “Secondary Market Prices of the Notes” in this pricing supplementfor additional information relating to this initial period. Accordingly, the estimated value of your Notes during this initial periodmay be lower than the value of the Notes as published by JPMS (and which may be shown on your customer account statements).
tSecondary Market Prices of the Notes Will Likely Be Lower Than the OriginalIssue Price of the Notes — Any secondary market prices of the Notes will likely be lower than the original issue price of theNotes because, among other things, secondary market prices take into account our internal secondary market funding rates for structureddebt issuances and, also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimatedhedging costs that are included in the original issue price of the Notes. As a result, the price, if any, at which JPMS will be willingto buy Notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by youprior to the Maturity Date could result in a substantial loss to you. See the immediately following risk factor for information aboutadditional factors that will impact any secondary market prices of the Notes.

The Notes are not designed to be short-termtrading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. See “— Risks Relating tothe Notes Generally — Lack of Liquidity” above.

tMany Economic and Market Factors Will Impact the Value of the Notes —As described under “The Estimated Value of the Notes” in this pricing supplement, the Notes can be thought of as securitiesthat combine a fixed-income debt component with one or more derivatives. As a result, the factors that influence the values of fixed-incomedebt and derivative instruments will also influence the terms of the Notes at issuance and their value in the secondary market. Accordingly,the secondary market price of the Notes during their term will be impacted by a number of economic and market factors, which may eitheroffset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the priceof the Underlying, including:
tanyactual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;
tcustomary bid-ask spreads for similarly sized trades;
tour internal secondary market funding rates for structured debt issuances;
tthe actual and expected volatility in the closing price of one share of theUnderlying;
tthe time to maturity of the Notes;
tthe likelihood of an automatic call being triggered;

 

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twhether the closing price of one share of the Underlying has been, or is expectedto be, less than the Coupon Barrier on any Observation Date and whether the Final Value is expected to be less than the Downside Threshold;
tthe dividend rate on the Underlying;
tthe occurrence of certain events affecting the Underlying that may or maynot require an adjustment to the closing price and the Stock Adjustment Factor of the Underlying, including a merger or acquisition;
tinterest and yield rates in the market generally; and
ta variety of other economic, financial, political, regulatory and judicialevents.

Additionally, independent pricing vendorsand/or third party broker-dealers may publish a price for the Notes, which may also be reflected on customer account statements. Thisprice 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 thesecondary market.

Risks Relating to the Underlying

tSingle Stock Risk — The price of the Underlying can rise or fallsharply due to factors specific to the Underlying and its issuer, such as stock price volatility, earnings, financial conditions, corporate,industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as generalstock market volatility and levels, interest rates and economic and political conditions. For additional information regarding the Underlyingand its issuer, please see “The Underlying” in this pricing supplement and the issuer’s SEC filings referred to in thatsection. We urge you to review financial and other information filed periodically with the SEC by the Underlying issuer.
tNo Affiliation with the Underlying Issuer — We are not affiliatedwith the issuer of the Underlying. We have not independently verified any of the information about the Underlying issuer contained inthis pricing supplement. You should make your own investigation into the Underlying and its issuer. We are not responsible for the Underlyingissuer’s public disclosure of information, whether contained in SEC filings or otherwise.
tAnti-Dilution Protection Is Limited and May Be Discretionary —Although the calculation agent will adjust the closing price and the Stock Adjustment Factor of the Underlying for certain corporate events(such as stock splits and stock dividends) affecting the Underlying, the calculation agent is not required to make an adjustment for everycorporate event that can affect the Underlying. If an event occurs that does not require the calculation agent to make these adjustments,the market value of your Notes, whether the Notes will be automatically called and any payment on the Notes may be materially and adverselyaffected. You should also be aware that the calculation agent may make any such adjustment, determination or calculation in a manner thatdiffers from what is described in the accompanying product supplement as it deems necessary to ensure an equitable result. Subject tothe foregoing, the calculation agent is under no obligation to consider your interests as a holder of the Notes in making these determinations.

 

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HypotheticalExamples

Hypothetical terms only.  Actual termsmay vary.  See the cover page for actual offering terms.

The examples below illustrate the hypothetical payments on a CouponPayment Date, upon an automatic call or at maturity under different hypothetical scenarios for a $10.00 Note on an offering of the Noteslinked to a hypothetical Underlying and assume an Initial Value of $100.00, a Downside Threshold and Coupon Barrier of $50.00 (which is50.00% of the hypothetical Initial Value) and a Contingent Coupon Rate of 13.25%* per annum. The hypothetical Initial Value of $100.00has been chosen for illustrative purposes only and does not represent the actual Initial Value. The actual Initial Value, Downside Thresholdand Coupon Barrier are based on the closing price of one share of the Underlying on June 22, 2022 and are specified on the cover of thispricing supplement. For historical data regarding the actual closing prices of one share of the Underlying, please see the historicalinformation set forth under “The Underlying” in this pricing supplement.

Principal Amount: $10.00
Term: Approximately 1 year (unless earlier called)
Hypothetical Initial Value: $100.00
Hypothetical Contingent Coupon Rate: 13.25%* per annum (or 3.313% per quarter)
Observation Dates: Quarterly
Hypothetical Downside Threshold: $50.00 (which is 50.00% of the hypothetical Initial Value)
Hypothetical Coupon Barrier: $50.00 (which is 50.00% of the hypothetical Initial Value)
* The actual Contingent Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement.  The actual value of any Contingent Coupon payments you will receive over the term of the Notes and the actual value of the payment upon automatic call or at maturity applicable to your Notes may be more or less than the amounts displayed in these hypothetical scenarios.
     

The examples below are purely hypothetical and are not based on anyspecific offering of Notes linked to any specific Underlying. These examples are intended to illustrate how the value of any payment onthe Notes will depend on the closing price of one share on the Observation Dates.

Example 1 — Notes Are Automatically Called on the First ObservationDate

Date Closing Price Payment (per Note)
First Observation Date $110.00 (at or above Initial Value) $10.3313 (Payment upon Automatic Call)
    Total Payment: $10.3313 (3.313% return)
       

Because the Notes are automatically called on the first ObservationDate, we will pay you on the applicable Call Settlement Date a total of $10.3313 per Note, reflecting your principal amount plusthe applicable Contingent Coupon. No further amounts will be owed on the Notes.

Example 2 — Notes Are Automatically Called on the Third ObservationDate

Date Closing Price Payment (per Note)
First Observation Date $90.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Second Observation Date $80.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Third Observation Date $105.00 (at or above Initial Value) $10.3313 (Payment upon Automatic Call)
    Total Payment: $10.9939 (9.939% return)
       

Because the Notes are automatically called on the third ObservationDate, we will pay you on the applicable Call Settlement Date a total of $10.3313 per Note, reflecting your principal amount plusthe applicable Contingent Coupon.  When that amount is added to the Contingent Coupon payments of $0.6626 received in respect ofprior Observation Dates, we will have paid you a total of $10.9939 per Note for a 9.939% total return on the Notes.  No further amountswill be owed on the Notes.

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Example 3 — Notes Are NOT Automatically Called andthe Final Value Is at or above the Downside Threshold

Date Closing Price Payment (per Note)
First Observation Date $90.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Second Observation Date $85.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Third Observation Date $40.00 (below Coupon Barrier; below Initial Value) $0.00
Final Valuation Date $85.00 (at or above Downside Threshold; below Initial Value) $10.3313 (Payment at Maturity)
    Total Payment: $10.9939 (9.939% return)
       

At maturity, we will pay you a total of $10.3313 per Note, reflectingyour principal amount plus the applicable Contingent Coupon. When that amount is added to the Contingent Coupon payments of $0.6626received in respect of prior Observation Dates, we will have paid you a total of $10.9939 per Note for a 9.939% total return on the Notes.

Example 4 — Notes Are NOT Automatically Called andthe Final Value Is below the Downside Threshold

Date Closing Price Payment (per Note)
First Observation Date $90.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Second Observation Date $85.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Third Observation Date $95.00 (at or above Coupon Barrier; below Initial Value) $0.3313 (Contingent Coupon)
Final Valuation Date $40.00 (below Downside Threshold) $10.00 × (1 + Underlying Return) =
$10.00 × (1 + -60%) =
$10.00 × 40% =
$4.00 (Payment at Maturity)
    Total Payment: $4.9939 (-50.061% return)
       

Because the Notes are not automatically called, the Final Value of$40.00 is below the Downside Threshold and the Underlying Return is -60%, at maturity we will pay you $4.00 per Note.  When thatamount is added to the Contingent Coupon payments of $0.9939 received in respect of prior Observation Dates, we will have paid you $4.9939per Note for a loss on the Notes of 50.061%.

Example 5 — Notes Are NOT Automatically Called andthe Final Value is below the Downside Threshold

Date Closing Price Payment (per Note)
First Observation Date $45.00 (below Coupon Barrier; below Initial Value) $0.00
Second Observation Date $40.00 (below Coupon Barrier; below Initial Value) $0.00
Third Observation Date $35.00 (below Coupon Barrier; below Initial Value) $0.00
Final Valuation Date $30.00 (below Downside Threshold) $10.00 × (1 + Underlying Return) =
$10.00 × (1 + -70%) =
$10.00 × 30% =
$3.00 (Payment at Maturity)
    Total Payment: $3.00 (-70.00% return)
       

Because the Notes are not automatically called, the Final Value is belowthe Downside Threshold and the Underlying Return is -70%, at maturity we will pay you $3.00 per Note for a loss on the Notes of 70.00%. Because there is no Contingent Coupon paid during the term of the Notes, that represents the total payment on the Notes.

The hypothetical returns and hypothetical payments on the Notes shownabove apply only if you hold the Notes for their entire term or until automatically called. These hypotheticals do not reflectfees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypotheticalreturns and hypothetical payments shown above would likely be lower.

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TheUnderlying

According to its publicly available filings with the SEC,The Boeing Company, which we refer to as Boeing, is an aerospace firm that operates in four principal segments: commercial airplanes;defense, space & security; global services; and Boeing Capital. The common stock of Boeing, par value $5.00 per share (Bloomberg ticker:BA), is listed on the New York Stock Exchange, which we refer to as the relevant exchange for purposes of Boeing in the accompanying productsupplement. Boeing’s SEC file number is 001-00442.

Historical Information

The following table sets forth the quarterly high and low closing pricesof one share of the Underlying, based on daily closing prices of one share of the Underlying as reported by the Bloomberg Professional®service (“Bloomberg”), without independent verification. This information given below is for the four calendar quarters ineach of 2017, 2018, 2019, 2020 and 2021 and the first calendar quarter of 2022. Partial data is provided for the second calendar quarterof 2022. The closing price of one share of the Underlying on June 22, 2022 was $137.16. We obtained the closing prices above and belowfrom Bloomberg, without independent verification. The closing prices may have been adjusted by Bloomberg for corporate actions such asstock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Since its inception, the price of one share of the Underlying has experiencedsignificant fluctuations. The historical performance of the Underlying should not be taken as an indication of future performance, andno assurance can be given as to the closing prices of one share of the Underlying during the term of the Notes. There can be no assurancethat the performance of the Underlying will result in the return of any of your principal amount.

Quarter Begin Quarter End Quarterly High Quarterly Low Close
1/1/2017 3/31/2017 $183.91 $156.97 $176.86
4/1/2017 6/30/2017 $202.23 $175.62 $197.75
7/1/2017 9/30/2017 $256.45 $198.59 $254.21
10/1/2017 12/31/2017 $297.90 $255.46 $294.91
1/1/2018 3/31/2018 $364.64 $296.67 $327.88
4/1/2018 6/30/2018 $371.56 $322.44 $335.51
7/1/2018 9/30/2018 $372.23 $331.76 $371.90
10/1/2018 12/31/2018 $392.30 $294.16 $322.50
1/1/2019 3/31/2019 $440.62 $310.90 $381.42
4/1/2019 6/30/2019 $395.86 $337.37 $364.01
7/1/2019 9/30/2019 $386.89 $320.42 $380.47
10/1/2019 12/31/2019 $376.54 $325.76 $325.76
1/1/2020 3/31/2020 $347.45 $95.01 $149.14
4/1/2020 6/30/2020 $230.50 $120.00 $183.30
7/1/2020 9/30/2020 $187.94 $146.05 $165.26
10/1/2020 12/31/2020 $238.17 $144.39 $214.06
1/1/2021 3/31/2021 $269.19 $194.03 $254.72
4/1/2021 6/30/2021 $259.36 $220.78 $239.56
7/1/2021 9/30/2021 $239.73 $206.99 $219.94
10/1/2021 12/31/2021 $233.09 $188.19 $201.32
1/1/2022 3/31/2022 $225.96 $169.17 $191.50
4/1/2022 6/22/2022* $191.18 $115.86 $137.16

*As of the date of this pricing supplement, availableinformation for the second calendar quarter of 2022 includes data for the period from April 1, 2022 through June 22, 2022. Accordingly,the “Quarterly High,” “Quarterly Low” and “Close” data indicated are for this shortened period onlyand do not reflect complete data for the second calendar quarter of 2022.

 

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The graph below illustrates the daily performance of the Underlyingfrom January 3, 2012 through June 22, 2022, based on information from Bloomberg, without independent verification. The dotted line representsthe Downside Threshold and Coupon Barrier of $68.58, equal to 50.00% of the closing price of one share of the Underlying on June 22, 2022.

Past performance of the Underlying is not indicative of the futureperformance of the Underlying.

 

SupplementalPlan of Distribution

We and JPMorgan Chase & Co. have agreed to indemnify UBS and JPMSagainst liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to make relatingto these liabilities as described in the prospectus supplement and the prospectus. We will agree that UBS may sell all or a part of theNotes that it purchases from us to the public or its affiliates at the price to public indicated on the cover hereof.

Subject to regulatory constraints, JPMS intends to offer to purchasethe Notes in the secondary market, but it is not required to do so.

We or our affiliates may enter into swap agreements or related hedgetransactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notes, and JPMS and/oran affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “SupplementalUse of Proceeds” in this pricing supplement and “Use of Proceeds and Hedging” in the accompanying product supplement.

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

TheEstimated Value of the Notes

The estimated value of the Notes set forth on the cover of this pricingsupplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the samematurity as the Notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying the economicterms of the Notes. The estimated value of the Notes does not represent a minimum price at which JPMS would be willing to buy your Notesin any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated value of theNotes 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 valuesof the Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costsfor the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputsand assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for theNotes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the Notesand any secondary market prices of the Notes. For additional information, see “Key Risks — Risks Relating to the EstimatedValue and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal FundingRate” in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the Notes is derivedfrom internal pricing models of our affiliates. These models are dependent on inputs such as the traded market prices of comparable derivativeinstruments and on various other inputs, some of which are market-observable, and which

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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 whenthe terms of the Notes are set based on market conditions and other relevant factors and assumptions existing at that time. See “KeyRisks — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the NotesDoes Not Represent Future Values of the Notes and May Differ from Others’ Estimates” in this pricing supplement.

The estimated value of the Notes will be lower than the original issueprice of the Notes because costs associated with selling, structuring and hedging the Notes are included in the original issue price ofthe Notes. These costs include the selling commissions paid to UBS, the projected profits, if any, that our affiliates expect to realizefor 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 profitthat is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized inhedging our obligations under the Notes. See “Key Risks — Risks Relating to the Estimated Value and Secondary Market Pricesof 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.

SecondaryMarket Prices of the Notes

For information about factors that will impact any secondary market pricesof the Notes, see “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — SecondaryMarket Prices of the Notes Will Be Impacted by Many Economic and Market Factors” in this pricing supplement. In addition, we generallyexpect that some of the costs included in the original issue price of the Notes will be partially paid back to you in connection withany repurchases of your Notes by JPMS in an amount that will decline to zero over an initial predetermined period that is intended tobe up to five months. The length of any such initial period reflects secondary market volumes for the Notes, 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 andwhen these costs are incurred, as determined by our affiliates. See “Key Risks — Risks Relating to the Estimated Value andSecondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer AccountStatements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.

SupplementalUse of Proceeds

The Notes are offered to meet investor demand for products that reflectthe risk-return profile and market exposure provided by the Notes. See “Hypothetical Examples” in this pricing supplementfor an illustration of the risk-return profile of the Notes and “The Underlying” in this pricing supplement for a descriptionof the market exposure provided by the Notes.

The original issue price of the Notes is equal to the estimatedvalue of the Notes plus the selling commissions paid to UBS, plus (minus) the projected profits (losses) that our affiliates expect torealize for assuming risks inherent in hedging our obligations under the Notes, plus the estimated cost of hedging our obligations underthe Notes.

SupplementalInformation About the Form of the Notes

The Notes will initially be represented by a type of global securitythat we refer to as a master note.  A master note represents multiple securities that may be issued at different times and that mayhave different terms.  The trustee and/or paying agent will, in accordance with instructions from us, make appropriate entries ornotations in its records relating to the master note representing the Notes to indicate that the master note evidences the Notes.

 

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