06/01/2023 | Press release | Distributed by Public on 06/01/2023 13:55
May 30, 2023
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
$1,773,000
Auto Callable Contingent Interest Notes Linked to the VanEck®
Junior Gold Miners ETF due September 5, 2024
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the
closing price of one share of the VanEck® Junior Gold Miners ETF, which we refer to as the Fund, is greater than or equal to
60.00% of the Initial Value, which we refer to as the Interest Barrier.
●The notes will be automatically called if the closing price of one share of the Fund on any Review Date (other than the first,
second, third, fourth, fifth and final Review Dates) is greater than or equal to the Initial Value.
●The earliest date on which an automatic call may be initiated is November 30, 2023.
●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●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 priced on May 30, 2023 and are expected to settle on or about June 2, 2023.
●CUSIP:48133WPE2
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$15
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$985
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Total
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$1,773,000
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$26,595
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$1,746,405
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(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 of
$15.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement.
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Issuer:JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:JPMorgan Chase & Co.
Fund: The VanEck® Junior Gold Miners ETF (Bloomberg
ticker: GDXJ)
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of the Fund on any Review Date is greater
than or equal to the Interest Barrier, you will receive on the
applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to $10.00
(equivalent to a Contingent Interest Rate of 12.00% per
annum, payable at a rate of 1.00% per month).
If the closing price of one share of the Fund on any Review
Date is less than the Interest Barrier, no Contingent Interest
Payment will be made with respect to that Review Date.
Contingent Interest Rate:12.00% per annum, payable at a
rate of 1.00% per month
Interest Barrier/Trigger Value:60.00% of the Initial Value,
which is $21.852
Pricing Date:May 30, 2023
Original Issue Date (Settlement Date):On or about June 2,
2023
Review Dates*:June 30, 2023, July 31, 2023, August 30,
2023, October 2, 2023, October 30, 2023, November 30,
2023, January 2, 2024, January 30, 2024, February 29, 2024,
April 1, 2024, April 30, 2024, May 30, 2024, July 1, 2024, July
30, 2024 and August 30, 2024 (final Review Date)
Interest Payment Dates*:July 6, 2023, August 3, 2023,
September 5, 2023, October 5, 2023, November 2, 2023,
December 5, 2023, January 5, 2024, February 2, 2024, March
5, 2024, April 4, 2024, May 3, 2024, June 4, 2024, July 5,
2024, August 2, 2024 and the Maturity Date
Maturity Date*:September 5, 2024
Call Settlement Date*:If the notes are automatically called on
any Review Date (other than the first, second, third, fourth, fifth
and final Review Dates), the first Interest Payment Date
immediately following that Review Date
* 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 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
accompanying product supplement
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Automatic Call:
If the closing price of one share of the Fund on any Review
Date (other than the first, second, third, fourth, fifth and final
Review Dates) is greater than or equal to the Initial Value, the
notes will be automatically called for a cash payment, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than or equal to the Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment applicable to the final Review Date.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Fund Return)
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
40.00% of your principal amount at maturity and could lose all
of your principal amount at maturity.
Fund Return:
(Final Value - Initial Value)
Initial Value
Initial Value:The closing price of one share of the Fund on
the Pricing Date, which was $36.42
Final Value:The closing price of one share of the Fund on the
final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing price of one share of the
Fund and is set equal to 1.0 on the Pricing Date. The Share
Adjustment Factor is subject to adjustment upon the
occurrence of certain events affecting the Fund. See "The
Underlyings - Funds - Anti-Dilution Adjustments" in the
accompanying product supplement for further information.
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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15
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$150.00
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14
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$140.00
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13
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$130.00
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12
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$120.00
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11
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$110.00
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10
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$100.00
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9
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$90.00
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8
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$80.00
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7
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$70.00
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6
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$60.00
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5
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$50.00
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4
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$40.00
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3
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$30.00
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2
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$20.00
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1
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$10.00
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0
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$0.00
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$105.00
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$10.00
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Second Review Date
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$110.00
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$10.00
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Third Review Date
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$110.00
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$10.00
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Fourth Review Date
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$105.00
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$10.00
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Fifth Review Date
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$110.00
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$10.00
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Sixth Review Date
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$120.00
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$1,010.00
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Total Payment
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$1,060.00 (6.00% return)
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$95.00
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$10.00
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Second Review Date
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$85.00
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$10.00
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Third through Fourteenth
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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$90.00
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$1,010.00
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Total Payment
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$1,030.00 (3.00% return)
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$50.00
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$0
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Second Review Date
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$55.00
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$0
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Third through Fourteenth
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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$50.00
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$500.00
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Total Payment
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$500.00 (-50.00% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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Historical Performance of the VanEck® Junior Gold Miners ETF
Source: Bloomberg
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the VanEck® Junior Gold
Miners ETF
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