projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates <\/p>\n
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the <\/p>\n
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 <\/p>\n
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as <\/p>\n
determined by our affiliates. See \u201cSelected Risk Considerations \u2014 Risks Relating to the Estimated Value and Secondary Market Prices <\/p>\n
of the Notes \u2014 The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May <\/p>\n
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period\u201d in this pricing supplement. <\/p>\n
Supplemental Use of Proceeds <\/p>\n
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the <\/p>\n
notes. See \u201cHypothetical Payout Profile\u201d and \u201cHow the Notes Work\u201d in this pricing supplement for an illustration of the risk-return profile <\/p>\n
of the notes and \u201cThe Reference Stock\u201d in this pricing supplement for a description of the market exposure provided by the notes. <\/p>\n
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions and the structuring fee <\/p>\n
paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for <\/p>\n
assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes. <\/p>\n
Supplemental Plan of Distribution <\/p>\n
JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $10.00 per $1,000 principal amount note it <\/p>\n
receives from us to other affiliated or unaffiliated dealers. JPMS, acting as agent for JPMorgan Financial, will also pay all of the <\/p>\n
structuring fee of $1.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See \u201cPlan of <\/p>\n
Distribution (Conflicts of Interest)\u201d in the accompanying product supplement. <\/p>\n
Validity of the Notes and the Guarantee <\/p>\n
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the <\/p>\n
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and\/or paying <\/p>\n
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating <\/p>\n
to the master global note that represents such notes (the \u201cmaster note\u201d), and such notes have been delivered against payment as <\/p>\n
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a <\/p>\n
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy, <\/p>\n
insolvency and similar laws affecting creditors\u2019 rights generally, concepts of reasonableness and equitable principles of general <\/p>\n
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel <\/p>\n
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the <\/p>\n
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent <\/p>\n
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.\u2019s obligation under the related guarantee. <\/p>\n
This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State <\/p>\n
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the <\/p>\n
trustee\u2019s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature <\/p>\n
and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which <\/p>\n
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, <\/p>\n
2023.<\/p>\n
Additional Terms Specific to the Notes <\/p>\n
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying <\/p>\n
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus <\/p>\n
addendum and the more detailed information contained in the accompanying product supplement. This pricing supplement, together <\/p>\n
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as <\/p>\n
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for <\/p>\n
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among <\/p>\n
other things, the matters set forth in the \u201cRisk Factors\u201d sections of the accompanying prospectus supplement and the accompanying <\/p>\n
product supplement and in Annex A to the accompanying prospectus addendum, as the notes involve risks not associated with <\/p>\n
conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the <\/p>\n
notes. <\/p>\n","protected":false},"excerpt":{"rendered":"projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding…\n","protected":false},"author":2,"featured_media":32429,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":"","_share_on_mastodon":"0"},"categories":[271],"tags":[19116,19119,19117,15852,272,19118],"class_list":["post-32428","post","type-post","status-publish","format-standard","has-post-thumbnail","category-novo-nordisk","tag-amjb","tag-contingent-digital-return","tag-digital-barrier-notes","tag-jpmorgan","tag-novo-nordisk","tag-structured-notes"],"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@dk\/116169804852844277","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/posts\/32428","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/comments?post=32428"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/posts\/32428\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/media\/32429"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/media?parent=32428"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/categories?post=32428"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/tags?post=32428"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}