The information in this preliminary pricing
supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to
buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated April 8, 2021*
April , 2021
|
Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2)
|
JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the
Least Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of
NIKE, Inc. due May 2, 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 monthly Interest Review Date for
which the closing price of one share of each of the Reference Stocks is greater than or equal to 60.00% of its Initial Value, which we
refer to as an Interest Barrier.
|
|
·
|
The notes will be automatically called if the closing price of one share of each Reference Stock on any quarterly Autocall Review
Date is greater than or equal to its Initial Value.
|
|
·
|
The earliest date on which an automatic call may be initiated is October 27, 2021.
|
|
·
|
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 Interest 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.
|
|
·
|
Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked to the performance
of each of the Reference Stocks individually, as described below.
|
|
·
|
Minimum denominations of $1,000 and integral multiples thereof
|
|
·
|
The notes are expected to price on or about April 27, 2021 and are expected to settle on or about April 30, 2021.
|
Investing in the notes involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-12 of
the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-6 of this pricing supplement.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing
supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal
offense.
|
Price to Public (1)
|
Fees and Commissions (2)
|
Proceeds to Issuer
|
Per note
|
$1,000
|
$
|
$
|
Total
|
$
|
$
|
$
|
(1) See “Supplemental Use of Proceeds” in this
pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS,
acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated
dealers. If the notes priced today, the selling commissions would be approximately $25.00 per $1,000 principal amount note and in no event
will these selling commissions exceed $32.50 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)”
in the accompanying product supplement.
|
If the notes priced today, the estimated value of the notes would be approximately
$908.40 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the
pricing supplement and will not be less than $870.00 per $1,000 principal amount note. See “The Estimated Value of the Notes”
in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
*This preliminary pricing supplement amends and restates and supersedes the
original preliminary pricing supplement related hereto dated March 31, 2021 to product supplement no. 4-II in its entirety (the original
preliminary pricing supplement is available on the SEC website at http://www.sec.gov/Archives/edgar/data/0001665650/000121390021019356/s131472_424b2.htm).
Pricing supplement to product supplement no. 4-II dated
November 4, 2020
and the prospectus and prospectus supplement, each dated April 8, 2020
Key Terms
Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase &
Co.
Guarantor:
JPMorgan Chase & Co.
Reference
Stocks: As specified under “Key Terms Relating to the Reference Stocks” in this
pricing supplement
Contingent
Interest Payments: If the notes have not been automatically called and the closing price of one share of each Reference Stock
on any Interest Review Date is greater than or equal to its Interest Barrier, you will receive on the applicable Interest Payment Date
for each $1,000 principal amount note a Contingent Interest Payment equal to at least $9.1667 (equivalent to a Contingent Interest Rate
of at least 11.00% per annum, payable at a rate of at least 0.91667% per month) (to be provided in the pricing supplement).
If the closing price of one share of any Reference Stock on any
Interest Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Interest Review
Date.
Contingent
Interest Rate: At least 11.00% per annum, payable at a rate of at least 0.91667% per month
(to be provided in the pricing supplement)
Interest Barrier / Trigger Value:
With respect to each Reference Stock, 60.00% of its Initial Value, as specified under “Key Terms Relating to the Reference Stocks”
in this pricing supplement
Pricing
Date: On or about April 27, 2021
Original
Issue Date (Settlement Date): On or about April 30, 2021
Interest
Review Dates*: May 27, 2021, June 28, 2021, July 27, 2021, August 27, 2021, September 27, 2021, October 27, 2021, November
29, 2021, December 27, 2021, January 27, 2022, February 28, 2022, March 28, 2022, April 27, 2022, May 27, 2022, June 27, 2022, July 27,
2022, August 29, 2022, September 27, 2022, October 27, 2022, November 28, 2022, December 27, 2022, January 27, 2023, February 27, 2023,
March 27, 2023, April 27, 2023, May 30, 2023, June 27, 2023, July 27, 2023, August 28, 2023, September 27, 2023, October 27, 2023, November
27, 2023, December 27, 2023, January 29, 2024, February 27, 2024, March 27, 2024 and April 29, 2024 (the “final Review Date”)
Autocall
Review Dates*: October 27, 2021, January 27, 2022, April 27, 2022, July 27, 2022, October 27, 2022, January 27, 2023, April
27, 2023, July 27, 2023, October 27, 2023 and January 29, 2024
Interest
Payment Dates*: June 2, 2021, July 1, 2021, July 30, 2021, September 1, 2021, September 30, 2021, November 1, 2021, December
2, 2021, December 30, 2021, February 1, 2022, March 3, 2022, March 31, 2022, May 2, 2022, June 2, 2022, June 30, 2022, August 1, 2022,
September 1, 2022, September 30, 2022, November 1, 2022, December 1, 2022, December 30, 2022, February 1, 2023, March 2, 2023, March 30,
2023, May 2, 2023, June 2, 2023, June 30, 2023, August 1, 2023, August 31, 2023, October 2, 2023, November 1, 2023, November 30, 2023,
January 2, 2024, February 1, 2024, March 1, 2024, April 2, 2024 and the Maturity Date
Maturity
Date*: May 2, 2024
Call Settlement Date*:
If the notes are automatically called on any Autocall Review Date, the first Interest Payment Date immediately following that Autocall
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 Multiple
Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
|
Automatic Call:
If the closing price of one share of each Reference Stock on any Autocall
Review Date is greater than or equal to its 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 the Interest Review Date corresponding
to that Autocall Review Date, payable on the applicable Call Settlement Date. No further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final Value of each
Reference Stock is greater than or equal to its 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 of any
Reference Stock is less than its Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Least Performing Stock Return)
If the notes have not been automatically called and the Final Value of
any Reference Stock is less than its 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.
Least Performing Reference Stock: The
Reference Stock with the Least Performing Stock Return
Least Performing Stock Return: The
lowest of the Stock Returns of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value – Initial Value)
Initial Value
Initial
Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date, as specified under “Key Terms Relating to the Reference Stocks”
in this pricing supplement
Final
Value: With respect to each Reference Stock, the closing price of one share of that Reference
Stock on the final Review Date
Stock
Adjustment Factor: With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing
price of one share of that Reference Stock and is set equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference
Stock is subject to adjustment upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings
— Reference Stocks — Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization
Events” in the accompanying product supplement for further information.
|
PS-1
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Key Terms Relating
to the Reference Stocks
Reference Stock
|
Bloomberg Ticker Symbol
|
Initial Value
|
Interest Barrier / Trigger Value
|
Common stock of Target Corporation, par value $0.0833 per share
|
TGT
|
$
|
$
|
Common stock of Southwest Airlines Co., par value $1.00 per share
|
LUV
|
$
|
$
|
Class B common stock of NIKE, Inc., no par value
|
NKE
|
$
|
$
|
How the
Notes Work
Payments in Connection with Interest Review Dates
Preceding the Final Review Date
PS-2
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Payment at Maturity If the Notes
Have Not Been Automatically Called
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent
Interest Payments per $1,000 principal amount note over the term of the notes based on a hypothetical Contingent Interest Rate of 11.00%
per annum, depending on how many Contingent Interest Payments are made prior to automatic call or maturity. The actual Contingent Interest
Rate will be provided in the pricing supplement and will be at least 11.00% per annum.
Number of Contingent Interest Payments
|
Total Contingent Interest Payments
|
36
|
$330.0000
|
35
|
$320.8333
|
34
|
$311.6667
|
33
|
$302.5000
|
32
|
$293.3333
|
31
|
$284.1667
|
30
|
$275.0000
|
29
|
$265.8333
|
28
|
$256.6667
|
27
|
$247.5000
|
26
|
$238.3333
|
25
|
$229.1667
|
24
|
$220.0000
|
23
|
$210.8333
|
22
|
$201.6667
|
21
|
$192.5000
|
20
|
$183.3333
|
19
|
$174.1667
|
18
|
$165.0000
|
17
|
$155.8333
|
PS-3
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
16
|
$146.6667
|
15
|
$137.5000
|
14
|
$128.3333
|
13
|
$119.1667
|
12
|
$110.0000
|
11
|
$100.8333
|
10
|
$91.6667
|
9
|
$82.5000
|
8
|
$73.3333
|
7
|
$64.1667
|
6
|
$55.0000
|
5
|
$45.8333
|
4
|
$36.6667
|
3
|
$27.5000
|
2
|
$18.3333
|
1
|
$9.1667
|
0
|
$0.0000
|
Hypothetical
Payout Examples
The following examples illustrate payments on the notes
linked to three hypothetical Reference Stocks, assuming a range of performances for the hypothetical Least Performing Reference Stock
on the Interest Review Dates and the Autocall Review Dates. Each hypothetical payment set forth below assumes that the closing price
of one share of each Reference Stock that is not the Least Performing Reference Stock on (i) each Autocall Review Date is greater than
or equal to its Initial Value and (ii) on each Interest Review Date is greater than or equal to its Interest Barrier (and therefore its
Trigger Value).
In addition, the hypothetical payments set forth below
assume the following:
|
·
|
an Initial Value for the Least Performing Reference Stock of $100.00;
|
|
·
|
an Interest Barrier and a Trigger Value for the Least Performing Reference Stock of $60.00 (equal to 60.00% of its hypothetical Initial
Value); and
|
|
·
|
a Contingent Interest Rate of 11.00% per annum (payable at a rate of 0.91667% per month).
|
The hypothetical Initial Value of the Least Performing
Reference Stock of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial Value of any Reference
Stock. The actual Initial Value of each Reference Stock will be the closing price of one share of that Reference Stock on the Pricing
Date and will be provided in the pricing supplement. For historical data regarding the actual closing prices of one share of each Reference
Stock, please see the historical information set forth under “The Reference Stocks” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative
purposes only and may not be the actual payment applicable to a purchaser of the notes. The numbers appearing in the following examples
have been rounded for ease of analysis.
PS-4
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Example 1 — Notes are automatically called
on the first Autocall Review Date.
Date
|
Closing Price of One Share of Least Performing Reference Stock
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$105.00
|
$9.1667
|
Second Interest Review Date
|
$50.00
|
$0
|
Third through Fifth Interest Review Dates
|
Less than Interest Barrier
|
$0
|
Sixth Interest Review Date (first Autocall Review Date)
|
$110.00
|
$1,009.1667
|
|
Total Payment
|
$1,018.3333 (1.83333% return)
|
Because the closing price of one share of each Reference
Stock on the first Autocall Review Date, which is also the sixth Interest Review Date, is greater than or equal to its Initial Value,
the notes will be automatically called for a cash payment, for each $1,000 principal amount note, of $1,009.1667 (or $1,000 plus
the Contingent Interest Payment applicable to the sixth Interest Review Date), payable on the applicable Call Settlement Date. When added
to the Contingent Interest Payment received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal
amount note, is $1,018.3333. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically
called and the Final Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value.
Date
|
Closing Price of One Share of Least Performing Reference Stock
|
Payment (per $1,000 principal amount note)
|
First Interest Review Date
|
$95.00
|
$9.1667
|
Second Interest Review Date
|
$85.00
|
$9.1667
|
Third through Thirty-Fifth Interest Review Dates
|
Less than Interest Barrier
|
$0
|
Final Review Date
|
$90.00
|
$1,009.1667
|
|
Total Payment
|
$1,027.50 (2.75% return)
|
Because the notes have not been automatically called
and the Final Value of the Least Performing Reference Stock is greater than or equal to its Trigger Value, the payment at maturity, for
each $1,000 principal amount note, will be $1,009.1667 (or $1,000 plus the Contingent Interest Payment applicable to the final Review
Date). When added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the total amount paid,
for each $1,000 principal amount note, is $1,027.50.
PS-5
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Example 3 — Notes have NOT been automatically
called and the Final Value of the Least Performing Reference Stock is less than its Trigger Value.
Date
|
Closing Price of One Share of Least Performing Reference Stock
|
Payment (per $1,000 principal amount note)
|
|
First Interest Review Date
|
$40.00
|
$0
|
|
Second Interest Review Date
|
$45.00
|
$0
|
Third through Thirty-Fifth Interest Review Dates
|
Less than Interest Barrier
|
$0
|
|
Final Review Date
|
$50.00
|
$500.00
|
|
|
Total Payment
|
$500.00 (-50.00% return)
|
|
Because the notes have not been automatically called,
the Final Value of the Least Performing Reference Stock is less than its Trigger Value and the Least Performing Stock Return is -50.00%,
the payment at maturity will be $500.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-50.00%)] = $500.00
The hypothetical returns and hypothetical payments
on the notes shown above apply only if you hold the notes for their entire term or until automatically called. These hypotheticals
do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included,
the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the notes involves significant risks.
These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product
supplement.
Risks Relating to the Notes Generally
|
·
|
YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
|
The notes do not guarantee any return of principal.
If the notes have not been automatically called and the Final Value of any Reference Stock is less than its Trigger Value, you will lose
1% of the principal amount of your notes for every 1% that the Final Value of the Least Performing Reference Stock is less than its Initial
Value. Accordingly, under these circumstances, you will lose more than 40.00% of your principal amount at maturity and could lose
all of your principal amount at maturity.
|
·
|
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL —
|
If the notes have not been automatically called,
we will make a Contingent Interest Payment with respect to an Interest Review Date only if the closing price of one share of each Reference
Stock on that Interest Review Date is greater than or equal to its Interest Barrier. If the closing price of one share of any Reference
Stock on that Interest Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that
Interest Review Date. Accordingly, if the closing price of one share of any Reference Stock on each Interest Review Date is less than
its Interest Barrier, you will not receive any interest payments over the term of the notes.
|
·
|
CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
|
Investors are dependent on our and JPMorgan
Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s
creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of
the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you
under the notes and you could lose your entire investment.
|
·
|
AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
|
As a finance subsidiary of JPMorgan Chase &
Co., we have no independent operations beyond the issuance and administration of our securities. Aside from the initial capital contribution
from JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to make payments under loans made
by us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates to meet our obligations under
the notes. If these affiliates do not make payments to
PS-6
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
us and we fail to make payments on the notes, you may have to
seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured
and unsubordinated obligations of JPMorgan Chase & Co.
|
·
|
THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER THE TERM
OF THE NOTES,
|
regardless of any appreciation of any Reference
Stock, which may be significant. You will not participate in any appreciation of any Reference Stock.
|
·
|
YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH REFERENCE STOCK —
|
Payments on the notes are not linked to a basket
composed of the Reference Stocks and are contingent upon the performance of each individual Reference Stock. Poor performance by any of
the Reference Stocks over the term of the notes may result in the notes not being automatically called on an Autocall Review Date, may
negatively affect whether you will receive a Contingent Interest Payment on any Interest Payment Date and your payment at maturity and
will not be offset or mitigated by positive performance by any other Reference Stock.
|
·
|
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING REFERENCE STOCK.
|
|
·
|
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
|
If the Final Value of any Reference Stock is
less than its Trigger Value and the notes have not been automatically called, the benefit provided by the Trigger Value will terminate
and you will be fully exposed to any depreciation of the Least Performing Reference Stock.
|
·
|
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
|
If your notes are automatically called, the
term of the notes may be reduced to as short as approximately six months and you will not receive any Contingent Interest Payments after
the applicable Call Settlement Date. There is 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 comparable interest rate for a similar level of risk. Even in cases where the notes are called before
maturity, you are not entitled to any fees and commissions described on the front cover of this pricing supplement.
|
·
|
YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY REFERENCE STOCK.
|
|
·
|
THE RISK OF THE CLOSING PRICE OF ONE SHARE OF A REFERENCE STOCK FALLING BELOW ITS INTEREST BARRIER OR TRIGGER VALUE IS GREATER
IF THE PRICE OF ONE SHARE OF THAT REFERENCE STOCK IS VOLATILE.
|
The notes will not be listed on any securities
exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS
is willing to buy the notes. You may not be able to sell your notes. The notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to maturity.
|
·
|
THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
|
You should consider your potential investment
in the notes based on the minimums for the estimated value of the notes and the Contingent Interest Rate.
Risks Relating to Conflicts of Interest
We and our affiliates play a variety of roles
in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially
adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in
connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer
to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.
PS-7
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes
|
·
|
THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES —
|
The estimated value of the notes is only an
estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated value of the notes
because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These
costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated
Value of the Notes” in this pricing supplement.
|
·
|
THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
|
See “The Estimated Value of the Notes”
in this pricing supplement.
|
·
|
THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
|
The internal funding rate used in the determination
of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’
view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes
in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based
on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement
funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the
terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
|
·
|
THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE
THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
|
We generally expect that some of the costs included
in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in
an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices of the Notes” in this
pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this
initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —
|
Any secondary market prices of the notes will
likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our
internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result,
the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to be
lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
|
·
|
SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
|
The secondary market price of the notes during
their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the
selling commissions, projected hedging profits, if any, estimated hedging costs and the prices of one share of the Reference Stocks. Additionally,
independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer
account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to
purchase your notes in the secondary market. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market
Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying
product supplement.
PS-8
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Risks Relating to the Reference Stocks
|
·
|
NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
|
We have not independently verified any of the
information about any Reference Stock issuer contained in this pricing supplement. You should undertake your own investigation into each
Reference Stock and its issuer. We are not responsible for any Reference Stock issuer’s public disclosure of information, whether
contained in SEC filings or otherwise.
|
·
|
THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
|
The calculation agent will not make an adjustment
in response to all events that could affect a Reference Stock. The calculation agent may make adjustments in response to events that are
not described in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is
under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.
PS-9
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
The Reference
Stocks
All information contained herein on the Reference Stocks
and on the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference Stock
is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the exchange
provided in the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying product
supplement. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference
to the SEC file number provided in the table below, and can be accessed through www.sec.gov. We do not make any representation that these
publicly available documents are accurate or complete. We obtained the closing prices below from the Bloomberg Professional®
service (“Bloomberg”) without independent verification.
Reference Stock
|
Bloomberg Ticker Symbol
|
Relevant Exchange
|
SEC File Number
|
Closing Price on April 7, 2021
|
Common stock of Target Corporation, par value $0.0833 per share
|
TGT
|
New York Stock Exchange
|
001-06049
|
$204.45
|
Common stock of Southwest Airlines Co., par value $1.00 per share
|
LUV
|
New York Stock Exchange
|
001-07259
|
$63.52
|
Class B common stock of NIKE, Inc., no par value
|
NKE
|
New York Stock Exchange
|
001-10635
|
$136.54
|
According to publicly available filings of the relevant
Reference Stock issuer with the SEC:
|
·
|
Target Corporation sells an assortment of general merchandise and food through its general merchandise stores, small format stores
and digital channels.
|
|
·
|
Southwest Airlines Co. is a passenger airline that provides scheduled air transportation in the United States and near-international
markets.
|
|
·
|
NIKE, Inc.’s principal business activity is the design, development and worldwide marketing and selling of athletic footwear,
apparel, equipment, accessories and services.
|
Historical Information
The following graphs set forth the historical performance
of each Reference Stock based on the weekly historical closing prices of one share of that Reference Stock from January 8, 2016 through
April 1, 2021. The U.S. equity markets were closed on April 2, 2021 in observance of Good Friday. The closing prices above and below may
have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings
and bankruptcy.
The historical closing prices of one share of each
Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one
share of any Reference Stock on the Pricing Date, any Interest Review Date or any Autocall Review Date. There can be no assurance that
the performance of the Reference Stocks will result in the return of any of your principal amount or the payment of any interest.
PS-10
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Tax Treatment
You should review carefully the section entitled
“Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-II. In determining our reporting
responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent
coupons and (ii) any Contingent Interest Payments 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 that this is a reasonable treatment, but that there are other reasonable treatments that the IRS 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 forward contracts” and similar
instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments
and the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requests
comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration
of these issues could materially affect the tax consequences of an investment in the notes, possibly with retroactive effect. The discussions
above and in the accompanying product supplement do not address the consequences to taxpayers subject to special tax accounting rules
under Section 451(b) of the
PS-11
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
Code. You should consult your tax adviser regarding the U.S. federal
income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the notice
described above.
Non-U.S. Holders — Tax Considerations.
The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and although we believe it is reasonable to take a
position that Contingent Interest Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is provided), a
withholding agent may nonetheless withhold on these payments (generally at a rate of 30%, subject to the possible reduction of that rate
under an applicable income 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 States person, you are urged to consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the notes in light of your particular circumstances.
Section 871(m) of the Code and Treasury regulations
promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on
dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or
indices that include U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked
to certain broad-based indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice
excludes from the scope of Section 871(m) instruments issued prior to January 1, 2023 that do not have a delta of one with respect to
underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”).
Based on certain determinations made by us, we expect that Section 871(m) will not apply to the notes with regard to Non-U.S. Holders.
Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security.
If necessary, further information regarding the potential application of Section 871(m) will be provided in the pricing supplement for
the notes. You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.
In the event of any
withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth on the
cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component
with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying
the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated
value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by
JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of
the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison
to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain
market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding
rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms
of the notes and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by
Reference to an Internal Funding Rate” in this pricing supplement.
The value of the derivative or derivatives underlying
the economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as
the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which
can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments.
Accordingly, the estimated value of the notes is determined when the terms of the notes are set based on market conditions and other relevant
factors and assumptions existing at that time.
The estimated value of the notes does not represent
future values of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations
for the notes that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors
in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly
based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market
transactions.
The estimated value of the notes will be lower than
the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original
issue price of the notes. These costs include the selling commissions
PS-12
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
paid to JPMS and other affiliated or unaffiliated dealers, the projected
profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the
estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market
forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion
of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers,
and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Will Be Lower Than the
Original Issue Price (Price to Public) of the Notes” in this pricing supplement.
Secondary
Market Prices of the Notes
For information about factors that will impact any
secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying
product supplement. In addition, we generally expect that some of the costs included in the original issue price of the notes will be
partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial
predetermined period. These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated
hedging costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is
intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects
the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs
of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations —
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and
Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited
Time Period” in this pricing supplement.
Supplemental
Use of Proceeds
The notes are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the notes. See “How the Notes Work” and “Hypothetical
Payout Examples” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Reference
Stocks” in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the
estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the
projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes,
plus the estimated cost of hedging our obligations under the notes.
Supplemental
Plan of Distribution
We expect that delivery of the notes will be made against
payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third
business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1
of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days,
unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business
days before delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement
and should consult their own advisors.
Additional
Terms Specific to the Notes
You may revoke your offer to purchase the notes at
any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of,
or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify
you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which
case we may reject your offer to purchase.
You should read this pricing supplement together with
the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which
these notes are a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, fact sheets, brochures or other educational materials of ours. This preliminary pricing supplement amends and
restates and supersedes the original preliminary pricing supplement related hereto dated March 31, 2021 in its entirety. You should not
rely on the original preliminary pricing supplement related hereto dated March 31, 2021 in making your decision to invest in the notes.
You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement
PS-13
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
and the accompanying product supplement, as the notes involve risks
not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before
you invest in the notes.
You may access these documents on the SEC website at
www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our Central Index Key, or CIK, on the SEC website is
1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and
“our” refer to JPMorgan Financial.
PS-14
| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Target Corporation, the Common Stock of Southwest Airlines Co. and the Class B Common Stock of NIKE,
Inc.
|
|
JP Morgan Chase (NYSE:JPM)
Historical Stock Chart
From Apr 2024 to May 2024
JP Morgan Chase (NYSE:JPM)
Historical Stock Chart
From May 2023 to May 2024