|
Pricing supplement
To
prospectus dated April 13, 2023,
prospectus supplement dated April 13, 2023 and
product supplement no. 1-I dated April 13, 2023
|
Registration Statement No. 333-270004
Dated May 25, 2023
Rule 424(b)(2)
|
 |
$6,000,000
Callable Fixed Rate Notes due May 30, 2033
General
|
· |
The notes are unsecured and
unsubordinated obligations of JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan
Chase & Co. |
|
· |
These notes are designed for an
investor who seeks a fixed income investment at an interest rate of
5.25% per annum but who is also willing to accept the risk that the
notes will be called prior to the Maturity Date. |
|
· |
At our option, we may redeem the
notes, in whole but not in part, on any of the Redemption Dates
specified below. |
|
· |
The notes may be purchased in
minimum denominations of $1,000 and in integral multiples of $1,000
thereafter. |
Key Terms
| Issuer: |
JPMorgan Chase & Co. |
| Payment at Maturity: |
On the Maturity
Date, we will pay you the principal amount of your notes
plus any accrued and unpaid interest, provided that
your notes are outstanding and have not previously been called on
any Redemption Date. |
| Call Feature: |
On the
last calendar day of February and the
30th calendar day of May, August and November of each
year, beginning on May 30, 2026 and ending on February 28, 2033
(each, a “Redemption Date”), we may redeem your notes, in whole but
not in part, at a price equal to the principal amount being
redeemed plus any accrued and unpaid interest, subject to
the Business Day Convention and the Interest Accrual Convention
described below and in the accompanying product
supplement. If we intend to redeem your notes, we will
deliver notice to The Depository Trust Company on any business day
after the Original Issue Date that is at least 5 business days
before the applicable Redemption Date. |
| Interest: |
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.
|
| Interest Periods: |
The period beginning on and
including the Original Issue Date and ending on but excluding the
first Interest Payment Date, and each successive period beginning
on and including an Interest Payment Date and ending on but
excluding the next succeeding Interest Payment Date or, if the
notes are redeemed prior to that succeeding Interest Payment Date,
ending on but excluding the applicable Redemption Date, subject to
the Interest Accrual Convention described below and in the
accompanying product supplement |
| Interest Payment Dates: |
Interest on the notes will be
payable in arrears on the 30th calendar day of May and
November of each year, beginning on November 30, 2023 to and
including the Maturity Date (each, an “Interest Payment Date”),
subject to any earlier redemption and the Business Day Convention
and Interest Accrual Convention described below and in the
accompanying product supplement. |
| Interest Rate: |
5.25% per annum |
| Pricing Date: |
May 25, 2023 |
| Original Issue Date: |
May 30, 2023, subject to the
Business Day Convention (Settlement Date) |
| Maturity Date: |
May 30, 2033, subject to the
Business Day Convention |
| Business Day Convention: |
Following |
| Interest Accrual Convention: |
Unadjusted |
| Day
Count Convention: |
30/360 |
| CUSIP: |
48130CAX3 |
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
accompanying product supplement and “Selected Risk Considerations”
beginning on page PS-4 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)(2) |
Fees and Commissions(2)(3) |
Proceeds to Issuer |
|
Per note |
$1,000 |
$11.458 |
$988.542 |
|
Total |
$5,999,130 |
$68,750 |
$5,930,380 |
(1)
The price to the public includes the estimated cost of hedging our
obligations under the notes through one or more of our
affiliates.
(2) With respect to notes sold to eligible institutional investors
or fee-based advisory accounts for which an affiliated or
unaffiliated broker-dealer is an investment adviser, the price to
the public will be $999.00 per $1,000 principal amount note.
Broker-dealers who purchase the notes for these accounts may forgo
some or all selling commissions related to these sales described in
footnote (3) below. The per note price to the public in the
table above assumes a price to the public of $1,000 per $1,000
principal amount note. See “Plan of Distribution (Conflicts
of Interest)” in the accompanying product supplement.
(3) J.P. Morgan Securities LLC, which we refer to as JPMS, acting
as agent for JPMorgan Chase & Co., will pay all of the selling
commissions of $11.458 per $1,000 principal amount note it receives
from us to other affiliated or unaffiliated dealers.
Broker-dealers who purchase the notes for sales to eligible
institutional investors or fee-based advisory accounts may forgo
some or all of these selling commissions. 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 Insurance Corporation 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 documents listed below, contains the terms of the
notes and supersedes all other prior or contemporaneous oral
statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, fact
sheets, brochures or other educational materials of ours. You
should carefully consider, among other things, the matters set
forth in the “Risk Factors” sections of the accompanying prospectus
supplement and the accompanying product supplement, as the notes
involve risks not associated with conventional debt securities. We
urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may
access these documents on the SEC website at www.sec.gov as follows
(or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):
|
· |
Product supplement no. 1-I dated April 13, 2023: |
http://www.sec.gov/Archives/edgar/data/1665650/000121390023029554/ea152829_424b2.pdf
|
· |
Prospectus supplement and prospectus, each dated April 13,
2023: |
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Our
Central Index Key, or CIK, on the SEC website is 19617. As used in
this pricing supplement, “we,” “us” and “our” refer to JPMorgan
Chase & Co.
Selected Purchase Considerations
|
· |
PRESERVATION OF CAPITAL AT MATURITY OR UPON REDEMPTION —
We will pay you at least the principal amount of your notes if you
hold the notes to maturity or to the Redemption Date, if any, on
which we elect to call the notes. Because the notes are our
unsecured and unsubordinated obligations, payment of any amount on
the notes is subject to our ability to pay our obligations as they
become due. |
|
· |
PERIODIC INTEREST PAYMENTS — The notes offer periodic
interest payments on each Interest Payment Date at the Interest
Rate, subject to any earlier redemption, and, if the notes are
redeemed on a Redemption Date that is not an Interest Payment Date,
on the applicable Redemption Date at the applicable Interest Rate.
Interest, if any, will be paid in arrears on each Interest Payment
Date occurring before any Redemption Date on which the notes are
redeemed and, if so redeemed, on that Redemption Date to the
holders of record at the close of business on the business day
immediately preceding the applicable Interest Payment Date. The
interest payments will be based on the Interest Rate listed on the
cover of this pricing supplement. The yield on the notes may be
less than the overall return you would receive from a conventional
debt security that you could purchase today with the same maturity
as the notes. |
|
· |
POTENTIAL PERIODIC REDEMPTION BY US AT OUR OPTION — At
our option, we may redeem the notes, in whole but not in part, on
any of the Redemption Dates set forth on the cover of this pricing
supplement, at a price equal to the principal amount being redeemed
plus any accrued and unpaid interest, subject to the
Business Day Convention and the Interest Accrual Convention
described on the cover of this pricing supplement and in the
accompanying product supplement. Any accrued and unpaid interest on
the notes redeemed will be paid to the person who is the holder of
record of these notes at the close of business on the business day
immediately preceding the applicable Redemption Date. Even in cases
where the notes are called before maturity, noteholders are not
entitled to any fees or commissions described on the front cover of
this pricing supplement. |
|
· |
INSOLVENCY AND RESOLUTION CONSIDERATIONS — The notes
constitute “loss-absorbing capacity” within the meaning of the
final rules (the “TLAC rules”) issued by the Board of Governors of
the Federal Reserve System (the “Federal Reserve”) on December 15,
2016 regarding, among other things, the minimum levels of unsecured
external long-term debt and other loss-absorbing capacity that
certain U.S. bank holding companies, including JPMorgan Chase &
Co., are required to maintain. Such debt must satisfy certain
eligibility criteria under the TLAC rules. If JPMorgan Chase &
Co. were to enter into resolution, either in a proceeding under
Chapter 11 of the U.S. Bankruptcy Code or in a receivership
administered by the Federal Deposit Insurance Corporation (the
“FDIC”) under Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the “Dodd-Frank Act”), holders of
the notes and other debt and equity securities of JPMorgan Chase
& Co. will absorb the losses of JPMorgan Chase & Co. and
its affiliates. |
Under Title I of the Dodd-Frank Act and applicable rules of the
Federal Reserve and the FDIC, JPMorgan Chase & Co. is required
to submit periodically to the Federal Reserve and the FDIC a
detailed plan (the “resolution plan”) for the rapid and orderly
resolution of JPMorgan Chase & Co. and its material
subsidiaries under 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 enter bankruptcy proceedings under Chapter 11 of
the U.S. Bankruptcy Code pursuant to a “single point of entry”
recapitalization strategy. JPMorgan Chase & Co.’s subsidiaries
would be recapitalized as needed so that they could continue normal
operations or subsequently be wound down in an orderly manner. As a
result, JPMorgan Chase & Co.’s losses and any losses incurred
by its subsidiaries 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 securities would 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
|
Callable Fixed Rate Notes |
PS-2
|
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 available to JPMorgan Chase & Co. as a
shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries
and only after any claims of priority and 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 resolution strategy under its
resolution plan.
The FDIC has similarly indicated that a single point of entry
recapitalization model could be a desirable strategy to resolve a
systemically important financial institution, such as JPMorgan
Chase & Co., under Title II of the Dodd-Frank Act (“Title II”).
Pursuant to that strategy, the FDIC would use its power to create a
“bridge entity” for JPMorgan Chase & Co.; transfer the
systemically important and viable parts of JPMorgan Chase &
Co.’s business, principally the stock of JPMorgan Chase & Co.’s
main operating subsidiaries and any intercompany claims against
such subsidiaries, to the bridge entity; recapitalize those
subsidiaries using assets of JPMorgan Chase & Co. that have
been transferred to the bridge entity; and exchange external debt
claims against JPMorgan Chase & Co. for equity in the bridge
entity. Under this Title II resolution strategy, the value of the
stock of the bridge entity that would be redistributed to holders
of the notes and other debt securities of JPMorgan Chase & Co.
may not be sufficient to repay all or part of the principal amount
and interest 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.
|
Callable Fixed Rate Notes |
PS-3
|
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 the accompanying product
supplement.
Risks Relating to the Notes Generally
|
· |
WE MAY CALL YOUR NOTES PRIOR TO THEIR SCHEDULED MATURITY
DATE — We may choose to call the notes early or choose not to
call the notes early on any Redemption Date in our sole discretion.
If the notes are called early, you will receive the principal
amount of your notes plus any accrued and unpaid interest
to, but excluding, the applicable Redemption Date. The aggregate
amount that you will receive through and including the applicable
Redemption Date will be less than the aggregate amount that you
would have received had the notes not been called early. If we call
the notes early, your overall return may be less than the yield
that the notes would have earned if you held your notes to maturity
and you may not be able to reinvest your funds at the same rate as
the original notes. We may choose to call the notes early, for
example, if U.S. interest rates decrease or do not rise
significantly or if volatility of U.S. interest rates decreases
significantly. |
|
· |
CREDIT RISK OF JPMORGAN CHASE & CO. — The notes are
subject to the credit risk of JPMorgan Chase & Co., and our
credit ratings and credit spreads may adversely affect the market
value of the notes. Investors are dependent on JPMorgan Chase &
Co.’s ability to pay all amounts due on the notes. Any actual or
potential change in our creditworthiness or credit spreads, as
determined by the market for taking our credit risk, is likely to
adversely affect the value of the notes. If we 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. |
|
· |
REINVESTMENT RISK — If we redeem the notes, the term of
the notes may be reduced and you will not receive interest payments
after the applicable Redemption 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 in the event the notes are
redeemed prior to the Maturity Date. |
|
· |
LACK OF LIQUIDITY — The notes will not be listed on any
securities exchange. JPMS intends to offer to purchase the notes in
the secondary market but is not required to do so. Even if there is
a secondary market, it may not provide enough liquidity to allow
you to trade or sell the notes easily. Because other dealers
are not likely to make a 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, at which JPMS is willing to buy the notes. |
Risks Relating to Conflicts of Interest
|
· |
POTENTIAL CONFLICTS — We and our affiliates play a
variety of roles in connection with the issuance of the notes,
including acting as calculation agent and as an agent of the
offering of the notes and hedging our obligations under the notes.
In performing these duties, our economic interests and the economic
interests of the calculation agent and other affiliates of ours are
potentially adverse to your interests as an investor in the notes.
In addition, our business activities, including hedging and trading
activities for our own accounts or on behalf of customers, could
cause our economic interests to be adverse to yours and could
adversely affect any payment on the notes and the value of 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 for
additional information about these risks. |
Risks Relating to Secondary Market Prices of the Notes
|
· |
CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE
VALUE OF THE NOTES PRIOR TO MATURITY — While the payment at
maturity described in this pricing supplement is based on the full
principal amount of your notes, the original issue price of the
notes includes the agent’s commission and the estimated cost of
hedging our obligations under the notes through one or more of our
affiliates. As a result, the price, if any, at which JPMS will be
willing to purchase notes from you in secondary market
transactions, if at all, will likely be lower than the original
issue price and any sale prior to the Maturity Date could result in
a substantial loss to you. This secondary market price will also be
affected by a number of factors aside from the agent’s commission
and hedging costs, including those referred to under “—Many
Economic and Market Factors Will Impact the Value of the Notes”
below. |
The notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your notes to
maturity.
|
· |
MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF
THE NOTES — The notes will be affected by a number of economic
and market factors that may either offset or magnify each other,
including but not limited to: |
|
· |
any actual or potential change in our creditworthiness or
credit spreads; |
|
· |
the time to maturity of the notes; |
|
· |
interest and yield rates in the market generally, as well as
the volatility of those rates; and |
|
· |
the likelihood, or expectation, that the notes will be redeemed
by us, based on prevailing market interest rates or otherwise. |
|
Callable Fixed Rate Notes |
PS-4
|
Hypothetical Examples of
Calculation of the Interest Payment on the Notes for an Interest
Period
The following examples
illustrate how the hypothetical Interest Payment for an Interest
Period is calculated if we choose to call the notes early or choose
not to call the notes early on any Redemption Date in our sole
discretion, assuming that, except as specified below, the Day Count
Fraction for the applicable Interest Period is equal to 180 / 360.
The actual Day Count Fraction for an Interest Period will be
calculated in the manner set forth in the accompanying product
supplement. The hypothetical Interest Payments in the following
examples are for illustrative purposes only and may not correspond
to the actual Interest Payments for any Interest Period applicable
to a purchaser of the notes. The numbers appearing in the following
examples have been rounded for ease of analysis.
Example 1: If we choose to
call the notes early on a Redemption Date and the Redemption Date
is August 30, 2026, we will pay you $1,000 for each $1,000
principal amount note plus any accrued and unpaid interest
at the Interest Rate of 5.25% per annum. Because the Redemption
Date occurs prior to the end of the Interest Period, that Interest
Period will now end on but exclude the Redemption Date. Therefore,
assuming the Day Count Fraction for this shortened Interest Period
is 90 / 360, the interest payment per $1,000 principal amount note
on the Redemption Date will be calculated as follows:
$1,000 × 5.25% × (90 / 360) =
$13.125
We will pay you a principal
payment of $1,000 for each $1,000 principal amount note on the
Redemption Date. Therefore, you will receive $1,013.125 for each
$1,000 principal amount note ($1,000 of principal plus
$13.125 of interest) on the Redemption Date, but you will not
receive any further interest or principal payments from
us.
Example 2: If we choose
not to call the notes early on any prior Redemption Date and
on the Redemption Date corresponding to the Interest Payment Date
and the Interest Payment Date is November 30, 2026, we will pay
you any accrued and unpaid interest on the applicable Interest
Payment Date at the Interest Rate of 5.25% per annum. Therefore,
the interest payment per $1,000 principal amount note will be
calculated as follows:
$1,000 × 5.25% × (180 / 360)
= $26.25
We will pay you an interest
payment of $26.25 for each $1,000 principal amount note on that
Interest Payment Date. Because the notes have not been called, you
will be entitled to receive additional interest payments until the
Maturity Date or, if the notes are redeemed earlier, the applicable
Redemption Date. You will also receive a payment of principal on
the Maturity Date or, if the notes are redeemed early, the
applicable Redemption Date.
Example 3: If we choose
not to call the notes prior to the Maturity Date and today
is the Maturity Date, we will pay you $1,000 for each $1,000
principal amount note plus any accrued and unpaid interest
on the Maturity Date at the Interest Rate of 5.25% per annum.
Therefore, the interest payment per $1,000 principal amount note on
the Maturity Date will be calculated as follows:
$1,000 × 5.25% × (180 / 360)
= $26.25
We will pay you a principal
payment of $1,000 for each $1,000 principal amount note on the
Maturity Date. Therefore, you will receive $1,026.25 for each
$1,000 principal amount note ($1,000 of principal plus
$26.25 of interest) on the Maturity Date, and you will not receive
any further interest or principal payments from us.
The hypothetical payments on
these notes shown above apply only if you hold the notes for
their entire term or until earlier redemption. These
hypotheticals do not reflect fees or expenses that would be
associated with any sale in the secondary market. If these fees and
expenses were included, the hypothetical payments shown above would
likely be lower.
|
Callable Fixed Rate Notes |
PS-5
|
Tax Treatment
You
should review carefully the section in the accompanying product
supplement no. 1-I 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
and That Have a Term of More than One Year — Notes Treated as Debt
Instruments But Not Contingent Payment Debt Instruments — Notes
Treated as 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 opinion that the notes will be treated as
fixed-rate debt instruments as defined and described therein.
Supplemental Plan of Distribution
With
respect to notes sold to eligible institutional investors or
fee-based advisory accounts for which an affiliated or unaffiliated
broker-dealer is an investment adviser, the price to the public
will be $999.00 per $1,000 principal amount note.
Broker-dealers who purchase the notes for these accounts may forgo
some or all selling commissions related to these sales described
below. See “Plan of Distribution (Conflicts of Interest)” in
the accompanying product supplement.
JPMS,
acting as agent for JPMorgan Chase & Co., will pay all of the
selling commissions of $11.458 per $1,000 principal amount note it
receives from us to other affiliated or unaffiliated dealers.
Broker-dealers who purchase the notes for sales to eligible
institutional investors or fee-based advisory accounts may forgo
some or all of these selling commissions. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product
supplement.
Validity of the
Notes
In the opinion of Davis Polk
& Wardwell LLP, as our special products counsel, when the notes
offered by this pricing supplement have been executed and issued by
us and authenticated by the trustee pursuant to the indenture, and
delivered against payment as contemplated herein, such notes will
be our valid and binding obligations, 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, concepts of good faith, fair
dealing and the lack of bad faith), provided that such
counsel expresses no opinion as to the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above. This opinion is given as of
the 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 and its authentication of the notes and the validity,
binding nature and enforceability of the indenture with respect to
the trustee, all as stated in the letter of such counsel dated
February 24, 2023, which was filed as an exhibit to the
Registration Statement on Form S-3 by us on February 24,
2023.
|
Callable Fixed Rate Notes |
PS-6
|
JP Morgan Chase (NYSE:JPM)
Graphique Historique de l'Action
De Août 2023 à Sept 2023
JP Morgan Chase (NYSE:JPM)
Graphique Historique de l'Action
De Sept 2022 à Sept 2023
