Bond JPMorgan Chase & Co. 5% ( XS2309913080 ) in USD

JPMorgan Chase & Co.

100 % ⇌

United States

XS2309913080 ( in USD )

5% per year ( payment 2 times a year)

12/09/2028

Prospectus brochure of the bond JPMorgan Chase Bank XS2309913080 en USD 5%, maturity 12/09/2028

1 000 USD

1 240 000 USD

12/09/2025 ( In 98 days )

JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, consumer and community banking, commercial banking, and asset and wealth management services across numerous countries.

The Bond issued by JPMorgan Chase & Co. ( United States ) , in USD, with the ISIN code XS2309913080, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 12/09/2028

Execution Version
PRICING SUPPLEMENT
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients as defined
in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, "UK MiFIR"); and (ii) all channels for distribution of the Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the manufacturer's target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the EU Prospectus Regulation (as defined below). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation")
for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the EU PRIIPs Regulation. Notwithstanding the above, if the Dealer
subsequently prepares and publishes a key information document under the EU PRIIPs Regulation in respect of
the Securities, then the prohibition on the offering, sale or otherwise making available the Securities to a retail
investor in the EEA as described above shall no longer apply.
PROHIBITION OF SALES TO UK RETAIL INVESTORS: The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the
"FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in the UK Prospectus Regulation (as defined below). Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as
amended, the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them
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available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful
under the UK PRIIPs Regulation. Notwithstanding the above, if the Dealer subsequently prepares and publishes
a key information document under the UK PRIIPs Regulation in respect of the Securities, then the prohibition
on the offering, sale or otherwise making available the Securities to a retail investor in the United Kingdom as
described above shall no longer apply.
Pricing Supplement dated 14 September 2021
JPMorgan Chase Bank, N.A.
Legal Entity Identifier (LEI): 7H6GLXDRUGQFU57RNE97
Structured Products Programme for the issuance of Notes, Warrants and Certificates
USD 1,240,000 Certificates linked to the J.P. Morgan Millennials Fund Market Navigator 5% VT
Decrement 3% Index, due September 2028 (the "Securities")
The offering circular dated 22 April 2021 and the Supplement(s) to the offering circular listed in Annex D
hereto (as so supplemented, the "Offering Circular") (as completed and (if applicable) amended by this Pricing
Supplement) has been prepared on the basis that:
(a)
any offer of Securities in any Member State of the EEA will be made pursuant to an exemption under
the EU Prospectus Regulation from the requirement to publish a prospectus for offers of the Securities.
The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended.
Accordingly any person making or intending to make an offer in that Member State of the Securities
may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant
to Article 23 of the EU Prospectus Regulation, in each case, in relation to such offer; and
(b)
any offer of Securities in the United Kingdom will be made pursuant to an exemption under the UK
Prospectus Regulation from the requirement to publish a prospectus for offers of the Securities. The
expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the EUWA. Accordingly any person making or intending to make an offer in
the United Kingdom of the Securities may only do so in circumstances in which no obligation arises
for the Issuer or any Dealer to publish a prospectus pursuant to section 85 of Financial Services and
Markets Act 2000 (as amended, the "FSMA") or supplement a prospectus pursuant to Article 23 of the
UK Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Securities in
any other circumstances.
The Securities may only be offered and the Offering Circular and this Pricing Supplement as well as any other
offering or marketing material relating to the Securities may only be offered to investors in Switzerland pursuant
to an exception from the prospectus requirement under the Swiss Financial Services Act ("FinSA"), as such
terms are defined under the FinSA. Neither this document nor the Offering Circular nor any other document
related to the Securities constitute a prospectus within the meaning of the FinSA and no prospectus pursuant to
the FinSA will be prepared in connection with such offering of the Securities.
If you purchase the Securities described in this Pricing Supplement after the date hereof, you should
review the most recent version (if any) of the Offering Circular and each supplement thereafter up to
(and including) the date of purchase to ensure that you have the most up to date information on the
Issuer on which to base your investment decision (note that the terms and conditions of the Securities will
remain as described in this Pricing Supplement and the version of the Offering Circular described above,
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subject to any amendments notified to Holders). Each supplement and replacement version (if any) to the
Offering Circular can be found on (www.bourse.lu) and (www.euronext.com/en/markets/dublin).
RISK FACTORS
Purchase of these Securities involves substantial risks
Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure
under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the
Issuer or the Dealer. Investors should consider the suitability of the Securities as an investment in light of their
own circumstances, investment objectives, tax position and financial condition. Investors should consider
carefully all the information set forth in this Pricing Supplement along with all the information set forth in the
Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the Offering
Circular (pages 34 to 131 inclusive) together with Annex A (Risk Factors), Annex B (Disclaimers and Potential
Conflicts of Interest) and Annex C (J.P. Morgan Millennials Fund Market Navigator 5% VT Decrement 3%
Index Index Rules).
Investors should also take note of the section headed "Notices, Disclaimers and Conflicts" on pages 2 to 4 of the
J.P. Morgan Millennials Fund Market Navigator 5% VT Decrement 3% Index Index Rules as set out in
Annex C (J.P. Morgan Millennials Fund Market Navigator 5% VT Decrement 3% Index Index Rules).
The value of the Securities will vary with the level of the J.P. Morgan Millennials Fund Market Navigator
5% VT Decrement 3% Index (the "Index"). The value of the Index is determined in accordance with its rules
as set out in Annex C (J.P. Morgan Millennials Fund Market Navigator 5% VT Decrement 3% Index 
Index Rules) (the "Index Rules"). Economic, market, regulatory, legal, financial or other circumstances may
arise that may necessitate or make desirable an amendment of the Index Rules. Notwithstanding the
foregoing, the Index Sponsor (as defined in the Index Rules) (the "Index Sponsor") may amend the Index
Rules as it deems appropriate. Such amendments may include (without limitation): (a) correcting or curing
any errors, omission or contradictory provisions; (b) modifications to the methodology described in the Index
Rules (including, without limitation, a change in the frequency of the calculation of the Index Level) that are
necessary or desirable in order for the calculation of the Index to continue notwithstanding any economic,
market, regulatory, legal, financial or other circumstances as of the Index Base Date (as defined in the Index
Rules) of the Index; or (c) modifications of a formal, minor or technical nature. Following any amendment
of the Index Rules, the Index Sponsor will make available (as soon as reasonably practicable) the amended
version of the Index Rules and will include the effective date of such amendment in the new version of the
Index Rules. However, the Index Sponsor is under no obligation to inform any person about any
amendments to the Index (except as required by law). Copies of the Index Rules may be obtained by holders
(including Holders of the Securities) or potential holders of investments linked to the Index free of charge on
request from the Index Sponsor at its principal office in London against such proof of status as the Index
Sponsor may in its reasonable discretion require. If such an amendment or adjustment is effected, the
composition of the Index, the manner in which such composition is determined, and/or the calculation
methodology used to determine the value of the Index from time to time, may be changed, and this in turn
may affect, possibly adversely, the return on and value of the Securities.
Subsidiaries and affiliates of JPMorgan Chase & Co., in their various roles as Issuer, Dealer, Calculation
Agent, Index Sponsor and Index Calculation Agent (as defined in the Index Rules) are subject to various
potential conflicts of interest in respect of the Securities see Annex B (Disclaimers and Potential Conflicts
of Interest).
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the
Specific Product Provisions (as may be amended and/or supplemented up to, and including, 15 September
2021) set forth in the Offering Circular. Full information on the Issuer and the offer of the Securities is only
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available on the basis of the combination of this Pricing Supplement and the Offering Circular (including all
documents incorporated by reference). The Offering Circular (including all documents incorporated by
reference) is available from The Bank of New York Mellon S.A./N.V., Luxembourg Branch, at Vertigo
Building, Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg, and The Bank of New York Mellon
S.A./N.V., Dublin Branch, at Riverside 2, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland, and
in electronic form on the Luxembourg Stock Exchange's website (www.bourse.lu).
1.
(i)
Issuer:
JPMorgan Chase Bank, N.A.
2.
(i)
Series Number:
2021-15642

(ii)
Tranche Number:
One
3.
Specified Currency or Currencies:
United States dollars ("USD" or "U.S.$")
4.
Notes, Warrants or Certificates:
Certificates
5.
Aggregate Notional Amount:

(i)
Series:
USD 1,240,000

(ii)
Tranche:
USD 1,240,000
6.
Issue Price:
3.60 per cent. of the Aggregate Notional
Amount

The Issue Price specified above may be more
than the market value of the Securities as at
the Issue Date, and the price, if any, at which
the Dealer or any other person is willing to
purchase the Securities in secondary market
transactions is likely to be lower than the
Issue Price. In particular, where permitted by
applicable law and subject to any additional
ex ante cost disclosure required by such, the
Issue Price may take into account amounts
with respect to commissions relating to the
issue and sale of the Securities as well as
amounts relating to the hedging of the Issuer's
obligations under the Securities and
secondary market prices may exclude such
amounts.

If any commissions or fees relating to the
issue and sale of the Securities have been paid
or are payable by the Dealer to an
intermediary, then such intermediary may be
obliged to fully disclose to its clients the
existence, nature and amount of any such
commissions or fees (including, if applicable,
by way of discount) as required in accordance
with laws and regulations applicable to such
intermediary, including any legislation,
regulation and/or rule implementing the
Markets in Financial Instruments Directive
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(Directive 2014/65/EU, as amended), or as
otherwise may apply in any non-EEA
jurisdictions

Investors in the Securities intending to invest
in Securities through an intermediary
(including by way of introducing broker)
should request details of any such commission
or fee payment from such intermediary before
making any purchase hereof

(i)
Notional Amount per Certificate:
USD 1,000 per Security

(ii)
Trading in Units (Notes):
Not Applicable

(iii) Minimum trading size:
The Securities may only be traded in a
minimum initial amount of 100 Securities
(corresponding to an aggregate Notional
Amount of USD 100,000) and, thereafter, in
multiples of one Security (corresponding to a
Notional Amount of USD 1,000)
7.
Issue Date:
15 September 2021

Trade Date:
1 September 2021
8.
Settlement Date and Redemption Date:
12 September 2028
PROVISIONS APPLICABLE TO NOTES
Paragraphs 9-21 are intentionally deleted
PROVISIONS APPLICABLE TO WARRANTS
Paragraphs 22-34 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
35.
Cash Settlement/Physical Settlement:
Cash Settlement is applicable
36.
Call Option:
Not Applicable
37.
Put Option:
Not Applicable
38.
Redemption Amount:
See Part C below

In cases where the Redemption Amount is Share
Linked, Index Linked, Commodity Linked, FX
Linked, Fund Linked or other variable linked:

(i)
Reference Asset(s):
The Index
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(ii)
Provisions for determining Redemption As specified in Part C below
Amount where calculated by reference to
Share and/or Index and/or Commodity
and/or FX Rate and/or Fund and/or other
variable:

(iii) Provisions for determining Redemption See paragraph 44 and Part C below
Amount where calculation by reference to
Share and/or Index and/or Commodity
and/or FX Rate and/or Fund and/or other
variable is impossible or impracticable or
otherwise disrupted:
39.
Early Payment Amount:
Early Payment Amount 2 is applicable
40.
Exercise applicable to Certificates (General Not Applicable
Condition 10):
CERTIFICATE COUPON PROVISIONS
41.
Certificate
Coupon
Provisions
(General Not Applicable
Condition 8):
42.
Certificate Floating Rate Coupon Provisions Not Applicable
(General Condition 8.3):
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
SHARE LINKED PROVISIONS
43.
Share Linked Provisions:
Not Applicable
INDEX LINKED PROVISIONS
44.
Index Linked Provisions:
Applicable

(i)
Single Index or basket of Indices:
Single Index

(ii)
Index/Indices:
The J.P. Morgan Millennials Fund Market
Navigator 5% VT Decrement 3% Index
(Bloomberg Code: JNAVLB5U <Index>) (the
"Index"), as more fully described in the rules
and methodology of the Index (as amended
and updated from time to time, the "Index
Rules") which as of the Trade Date are as set
out in Annex C (J.P. Morgan Millennials
Fund Market Navigator 5% VT Decrement
3% Index  Index Rules)

(iii)
Type of Index:
Proprietary Index, provided that:
(i)
in respect of the Index, each reference
to a "Scheduled Trading Day" in the
Index Linked Provisions shall be
construed as a reference to an "Index
Publication Day (as defined in the
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Index Rules)"; and
(ii)
each reference in the Index Linked
Provisions and Part C below to
"Closing Index Level" shall be
construed as a reference to "Index
Level (as defined in the Index Rules)"

(iv)
Exchange(s):
Not Applicable

(v)
Related Exchange(s):
Not Applicable

(vi)
Index Sponsor:
The Index Calculation Agent or, as the
context may require, the Index Sponsor, in
each case as defined in the Index Rules

(vii) Index Level:
Not Applicable

(viii) Initial Valuation Date(s):
2 September 2021

(ix)
Interest Valuation Date(s):
Not Applicable

(x)
Coupon Valuation Date(s):
Not Applicable

(xi)
Periodic Valuation Date(s):
Not Applicable

(xii) Valuation Date(s):
31 August 2028

(xiii) Initial Averaging Date(s):
Not Applicable

(xiv) Averaging Date(s):
Not Applicable

(xv) Valuation Time:
As specified in Index Linked Provision 9
(Definitions)

(xvi) Maximum Days of Disruption:
Six Scheduled Trading Days

(xvii) Averaging Reference Dates (Disrupted Not Applicable
Day consequences):

(xviii) Fallback Valuation Date:
Applicable: the second Business Day prior to
the Redemption Date, as specified in Index
Linked Provision 9 (Definitions)

(xix) Observation Period:
Not Applicable

(xx) Change in Law - Increased Cost:
Not Applicable

(xxi) Hedging Disruption:
Not Applicable

(xxii) Consequences of the occurrence of a Not Applicable
Market Disruption Event (VWC) (Index
Linked Provision 7):
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COMMODITY LINKED PROVISIONS
45.
Commodity Linked Provisions:
Not Applicable
FX LINKED PROVISIONS
46.
FX Linked Provisions:
Not Applicable
FUND LINKED PROVISIONS
47.
Fund Linked Provisions:
Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
48.
Market Access Participation Provisions:
Not Applicable
LOW EXERCISE PRICE WARRANT PROVISIONS
49.
Low Exercise Price Warrant Provisions:
Not Applicable
ADDITIONAL RATES FALLBACK PROVISIONS
50.
Additional Rates Fallback Provisions:
Not Applicable
BOND LINKED PROVISIONS
51.
Bond Linked Provisions:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
52.
New Safekeeping Structure (in respect of Not Applicable
Registered Notes) or New Global Note: (in
respect of Bearer Notes):

53.
Form of Securities:
Registered Securities

(i)
Temporary or Permanent Bearer Global
Temporary Registered Global Security which
Security / Registered Global Security:
is exchangeable for a Permanent Registered
Global Security, each of which is
exchangeable for Registered Definitive
Securities (i) automatically in the limited
circumstances specified in the relevant
Registered Global Security or (ii) in the case
of a Permanent Registered Global Security
only, at any time at the option of the Issuer by
giving notice to the Holders and the Registrar
of its intention to effect such exchange on the
terms as set forth in the relevant Permanent
Registered Global Security

(ii)
Are the Notes to be issued in the form of No
obligations under French law?

(iii) Name of French Registration Agent
Not Applicable

(iv)
Representation of Holders of Notes / Not Applicable
Masse:
- 8

(v)
Regulation S/Rule 144A Securities:
Not Applicable
54.
Record Date:
As set out in the General Conditions
55.
Additional Financial Centre(s) (General Not Applicable
Condition 12.2) or other special provisions
relating to payment dates:
56.
Payment Disruption Event (General Condition
13):

Relevant Currency:
Specified Currency
57.
Extraordinary
Hedge
Disruption
Event Applicable
(General Condition 17):

(i)
Extraordinary Hedge Sanctions Event:
Applicable

(ii)
Extraordinary Hedge Bail-in Event:
Applicable

(iii)
Extraordinary Hedge Currency Disruption Applicable
Event:
58.
Early Redemption for Tax on Underlying Not Applicable
Hedge Transactions (General Condition
18.4(b)):
59.
Disruption Event (General Condition 19):
Not Applicable
60.
Physical Settlement:
Not Applicable
61.
Calculation Agent:
J.P. Morgan Securities plc
62.
Redenomination,
renominalisation
and Not Applicable
reconventioning provisions:
63.
Gross Up (General Condition 18):
Applicable as specified in General
Condition 18.1

(i)
Exclude Section 871(m) Taxes from Applicable as specified in General
Gross Up (General Condition 18):
Condition 18.1

(ii)
871(m) Securities:
Section
871(m)
and
the
regulations
promulgated thereunder will not apply to the
Securities
64.
Rounding:
General Condition 23 applies
65.
Other terms or special conditions:
Applicable see Part C
DISTRIBUTION
66.
If non-syndicated, name and address of Dealer: J.P. Morgan Securities plc of 25 Bank Street,
Canary Wharf, London E14 5JP
J.P. Morgan Securities plc will only act as
Dealer, under the Structured Products
Programme, in relation to jurisdictions where
- 9

it is permitted to carry out such activity.
J.P. Morgan Securities plc will not act as
Dealer, under the Structured Products
Programme, for EEA-based investors (save
for where J.P. Morgan Securities plc has
separately agreed with the investor(s) to do
so).
67.
Stabilising Manager(s) (if any):
Not Applicable
68.
Total commission and concession:
Not Applicable
69.
U.S. selling restrictions:
Regulation S

ERISA Restrictions for all Securities
(including Rule 144A Securities and
Securities subject to Regulation S)

The Securities may not be acquired except
subject to certain restrictions by, on behalf of,
or with the assets of any plans subject to
ERISA or Section 4975 of the U.S. Internal
Revenue Code, as amended, subject to certain
restrictions. See "Subscription and Sale
United States" and "Purchaser representations
and requirements and transfer restrictions
ERISA Legends and ERISA Restrictions
(a) JPMorgan Chase Bank, N.A. or JPMorgan
Chase & Co. issued Securities" in the
Offering Circular.
70.
ECI Holder Restrictions:
Not Applicable
71.
Additional Selling Restrictions:
Not Applicable
72.
Swiss Non-Exempt Public Offer:
No
73.
Prohibition of Sales to EEA Retail Investors:
Applicable
74.
Prohibition of Sales to UK Retail Investors:
Applicable
GENERAL
75.
The aggregate principal amount of Notes issued Not Applicable
has been translated into U.S. dollars at the rate of
[] 1 = U.S.$ [], producing a sum of (for Notes
not denominated in U.S. dollars):

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