Feed to the latest filings at the SEC
Date Filed : Jun 23, 2022
To prospectus dated April 8, 2020,
prospectus supplement dated April 8, 2020 and
product supplement no. 1-II dated November 4, 2020
Registration Statement No. 333-236659
Dated June 21, 2022
Callable Fixed Rate Notes due June 23, 2027
Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principal amount note, we will pay you interest in arrears on each Interest Payment Date in accordance with the following formula:
$1,000 × Interest Rate × Day Count Fraction.
Investing in the notes involves a number of risks. See “Risk Factors”beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-11 of the accompanyingproduct supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any statesecurities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplementor the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.
(1) The price to the public includes the estimated cost of hedging our obligations underthe notes through one or more of our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent forJPMorgan Chase & Co., will pay all of the selling commissions of $9.50 per $1,000 principal amount note it receives from us to otheraffiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
The notes are not bank deposits, are not insured by the Federal Deposit InsuranceCorporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus,as supplemented by the accompanying prospectus supplement relating to our Series E 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 documentslisted below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other writtenmaterials 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 forthin the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement, as the notesinvolve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and otheradvisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (orif such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricingsupplement, “we,” “us” and “our” refer to JPMorgan Chase & Co.
Selected Purchase Considerations
Under Title I of the Dodd-Frank Act and applicable rulesof the Federal Reserve and the FDIC, JPMorgan Chase & Co. is required to submit periodically to the Federal Reserve and the FDIC adetailed plan (the “resolution plan”) for the rapid and orderly resolution of JPMorgan Chase & Co. and its material subsidiariesunder the U.S. Bankruptcy Code and other applicable insolvency laws in the event of material financial distress or failure. JPMorgan Chase& Co.’s preferred resolution strategy under its resolution plan contemplates that only JPMorgan Chase & Co. would enterbankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code pursuant to a “single point of entry” recapitalizationstrategy. JPMorgan Chase & Co.’s subsidiaries would be recapitalized as needed so that they could continue normal operationsor subsequently be wound down in an orderly manner. As a result, JPMorgan Chase & Co.’s losses and any losses incurred by itssubsidiaries would be imposed first on holders of JPMorgan Chase & Co.’s equity securities and thereafter on unsecured creditors,including holders of the notes and other securities of JPMorgan Chase & Co. Claims of holders of the notes and those other debt securitieswould have a junior position to the claims of creditors of JPMorgan Chase & Co.’s subsidiaries and to the claims of priority(as determined by statute) and secured creditors of JPMorgan Chase & Co. Accordingly, in a resolution of JPMorgan Chase & Co.under Chapter 11 of the U.S. Bankruptcy Code, holders of the notes and other debt securities of JPMorgan Chase & Co. would realize value only to the extent availableto JPMorgan Chase & Co. as a shareholder of JPMorgan
Chase Bank, N.A. and its other subsidiaries and only after any claims of priorityand secured creditors of JPMorgan Chase & Co. have been fully repaid. If JPMorgan Chase & Co. were to enter into a resolution,none of JPMorgan Chase & Co., the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.’s preferred resolutionstrategy under its resolution plan.
The FDIC has similarly indicated that a single pointof entry recapitalization model could be a desirable strategy to resolve a systemically important financial institution, such as JPMorganChase & Co., under Title II of the Dodd-Frank Act (“Title II”). Pursuant to that strategy, the FDIC would use its powerto create a “bridge entity” for JPMorgan Chase & Co.; transfer the systemically important and viable parts of JPMorganChase & Co.’s business, principally the stock of JPMorgan Chase & Co.’s main operating subsidiaries and any intercompanyclaims against such subsidiaries, to the bridge entity; recapitalize those subsidiaries using assets of JPMorgan Chase & Co. thathave been transferred to the bridge entity; and exchange external debt claims against JPMorgan Chase & Co. for equity in the bridgeentity. Under this Title II resolution strategy, the value of the stock of the bridge entity that would be redistributed to holders ofthe notes and other debt securities of JPMorgan Chase & Co. may not be sufficient to repay all or part of the principal amount andinterest on the notes and those other securities. To date, the FDIC has not formally adopted a single point of entry resolution strategy,and it is not obligated to follow such a strategy in a Title II resolution of JPMorgan Chase & Co.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explainedin more detail in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement.
Risks Relating to the Notes Generally
Risks Relating to Conflicts of Interest
Risks Relating to Secondary Market Prices of the 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.
Supplemental Use of Proceeds
Notwithstanding anything to the contrary in the accompanying product supplement,we will contribute the net proceeds that we receive from the sale of the notes offered by this pricing supplement to our “intermediateholding company” subsidiary, JPMorgan Chase Holdings LLC, which will use those net proceeds for general corporate purposes. Generalcorporate purposes may include investments in our subsidiaries, payments of dividends to us, extensions of credit to us or our subsidiariesor the financing of possible acquisitions or business expansion. Interest on our debt securities (including interest on the notes offeredby this pricing supplement) and dividends on our equity securities, as well as redemptions or repurchases of our outstanding securities,will be made using amounts we receive as dividends or extensions of credit from JPMorgan Chase Holdings LLC or as dividends from JPMorganChase Bank, N.A.
Supplemental Plan of Distribution
JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the sellingcommissions of $9.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Planof Distribution (Conflicts of Interest)” in the accompanying product supplement.
You should review carefully the section in the accompanying product supplementno. 1-II entitled “Material U.S. Federal Income Tax Consequences,” focusing particularly on the section entitled “—Tax Consequences to U.S. Holders — Notes Treated as Debt Instruments But Not Contingent Payment Debt Instruments — Notes Treatedas Debt Instruments That Provide for Fixed Interest Payments at a Single Rate and That Are Not Issued at a Discount.” The following,when read in combination with those sections, 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 the notes. Our special tax counsel is of the opinionthat the notes will be treated as fixed-rate debt instruments as defined and described therein.
Validity of the Notes
In the opinion of Davis Polk & WardwellLLP, as our special products counsel, when the notes offered by this pricing supplement have been executed and issued by us and authenticatedby the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be our valid and bindingobligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, conceptsof good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulentconveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as ofthe date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition,this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture andits authentication of the notes and the validity, binding nature and enforceability of the indenture with respect to the trustee, allas stated in the letter of such counsel dated February 26, 2020, which was filed as an exhibit to the Registration Statement on Form S-3by us on February 26, 2020.