JPMorgan Chase & Co.

JPMorgan Chase & Co. USD 185,000,000 40 Year Zero Coupon Notes, due 3 June 2060 (the "Securities" or "Notes")

under the Structured Products Programme for the issuance of Notes, Warrants and Certificates

Issue Price: 100 per cent. of the Aggregate Nominal Amount

Issue Date: 3 June 2020

This information package includes the offering circular dated 23 April 2020 (as may be supplemented from time to time) in relation to the J.P. Morgan Structured Products B.V./JPMorgan Chase Financial Company LLC/JPMorgan Chase Bank, N.A./JPMorgan Chase & Co. Structured Products Programme for the issuance of Notes, Warrants and Certificates including all documents incorporated by reference therein (the "Offering Circular") as supplemented by the pricing supplement for the Securities dated 15 May 2020 (the "Pricing Supplement", together with the Offering Circular, the "Information Package"). The Securities will be issued by JPMorgan Chase & Co. (the "Issuer"). Application will be made by the Issuer for the Securities to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). Effective date of listing and trading of the Securities is on or about 3 June 2020. TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of the Information Package and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package and any supplement or amendment thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the merits of the Issuer or the Securities. The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the ROC, to investors other than “professional institutional investors” as defined under Item 1, Paragraph 1, Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold, pledged, assigned, delivered, transferred, exchanged, exercised or redeemed within the United States or to, or for the benefit of, U.S. persons (as defined under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. The Notes constitute "loss-absorbing capacity" (the "TLAC") within the meaning of the final rules issued by the Federal Reserve on 15 December 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., will be required to maintain, commencing 1 January 2019. The relevant TLAC risk factors are disclosed in pages 68-69 of the Offering Circular under the heading "U.S. insolvency and resolution considerations". The Notes do not include any right to convert or exchange into or subscribe to Issuer's equity or be written down for principal unless such conversion into the Issuer's common stock or write down is deemed necessary by the competent authority of the Issuer's home country because the Issuer is no longer viable.

Lead Manager

Yuanta Securities Co., Ltd.

Managers

Cathay United Bank Co., Ltd. KGI Securities Co. Ltd. E.Sun Commercial Bank, Ltd.

- 1 -

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.

PROHIBITION OF SALES TO EEA AND 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 European Economic Area ("EEA") or 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 (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 Prospectus Regulation (as defined

below). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,

the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail

investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or

otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful

under the PRIIPs Regulation. Notwithstanding the above, if the Dealer subsequently prepares and publishes a

key information document under the PRIIPs Regulation in respect of the Securities, then the prohibition on the

offering, sale or otherwise making available the Securities to a retail investor as described above shall no longer

apply.

Pricing Supplement dated 15 May 2020

JPMorgan Chase & Co.

Legal Entity Identifier (LEI): 8I5DZWZKVSZI1NUHU748

Structured Products Programme for the issuance of Notes, Warrants and Certificates

(the "Programme")

USD 185,000,000 40 Year Zero Coupon Notes, due 3 June 2060

(the "Securities")

The offering circular dated 23 April 2020 (the "Offering Circular") (as completed and (if applicable) amended

by this Pricing Supplement) has been prepared on the basis that any offer of Securities in any Member State of

the EEA or the United Kingdom (each, a "Relevant State") will be made pursuant to an exemption under the

Prospectus Regulation from the requirement to publish a prospectus for offers of the Securities. The expression

"Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. Accordingly any person making or

intending to make an offer in that Relevant 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 Prospectus

Regulation or supplement a prospectus pursuant to Article 23 of the 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.

- 2 -

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 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.

The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the Republic of China

("ROC"), to investors other than "professional institutional investors" as defined under Item 1, Paragraph 1,

Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated

International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to

sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor.

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,

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.ise.ie).

Taipei Exchange ("TPEx") is not responsible for the content of this Pricing Supplement and the Offering

Circular and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or

completeness of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.

TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or

part of the contents of this Pricing Supplement and the Offering Circular and any supplement or amendment

thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of

the merits of the Issuer or the Securities.

The Notes constitute "loss-absorbing capacity" within the meaning of the final rules (the "TLAC") issued by the

Federal Reserve on 15 December 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. The relevant TLAC risk factors are disclosed in pages 68 - 69

of the Offering Circular under the heading "U.S. insolvency and resolution considerations".

The Notes do not include any right to convert or exchange into or subscribe to Issuer's equity or be written down

for principal unless such conversion into the Issuer's common stock or write down is deemed necessary by the

competent authority of the Issuer's home country because the Issuer is no longer viable.

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 29 to 119 inclusive).

- 3 -

The Issuer may redeem the Securities prior to the Maturity Date where, due to a change in law, a court ruling or

some other administrative, regulatory or legal action which occurs on or after the Issue Date, the Issuer (or the

relevant affiliate which has entered into hedging arrangements in respect of the Issuer's obligations under the

Securities) has incurred (or there is a substantial likelihood that it will incur) a materially increased tax burden in

relation to its hedging arrangements in respect of the Securities. In such case, the Issuer may (subject to certain

conditions), on giving (generally) not less than 30 and not more than 60 days' notice, redeem the Securities at

their Early Payment Amount (as described below). J.P. Morgan anticipates that the risk of such event occurring

is remote, and further anticipates that in such unlikely event, it would not exercise its right to redeem the

Securities unless the additional tax payable by it is or would be a substantially material amount. A pre-condition

to the exercise of such right is the delivery by the Issuer to the Relevant Programme Agent of an opinion of

independent legal advisers of recognised standing confirming that the terms described in the first sentence of

this paragraph are met. If the Securities are redeemed in these circumstances, the Early Payment Amount you

receive will be the Amortised Face Amount as set out in General Condition 5.5 (Early Redemption of Zero

Coupon Notes). You may not be able to reinvest the early redemption proceeds in an investment having a

similar rate of return.

The Issuer may redeem the Securities in certain other extraordinary circumstances prior to the Maturity Date

including the occurrence of an Extraordinary Hedge Disruption Event (as described in the terms and conditions

of the Securities). As described above, in such case, the Issuer may (subject to certain conditions), redeem the

Securities at their Early Payment Amount. The Early Payment Amount may be less than the original purchase

price of the Securities. You may not be able to reinvest the early redemption proceeds in an investment having a

similar rate of return.

Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme

within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to

supervision by the Swiss Financial Market Supervisory Authority FINMA

None of the Securities constitutes a participation in a collective investment scheme within the meaning of the

Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval,

registration or supervision by the Swiss Financial Market Supervisory Authority FINMA or any other regulatory

authority in Switzerland. Accordingly, investors do not have the benefit of the specific investor protection

provided under the Swiss Federal Act on Collective Investment Schemes and are exposed to the credit risk of

the Issuer.

Tax Risks

See also the section entitled "Taxation – United States Federal Income Taxation" in this Offering Circular.

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, 3 June 2020) set

forth in the Offering Circular. Full information on the Issuer and the offer of the Securities is only 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., at Dublin Branch,

Riverside 2, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland.

1. (i) Issuer: JPMorgan Chase & Co.

2. (i) Series Number: 2016-8920

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(ii) Tranche Number: One

3. Specified Currency or Currencies: United States Dollar ("USD" or "U.S.$")

4. Notes, Warrants or Certificates: Notes

5. Aggregate Nominal Amount:

(i) Series: U.S.$ 185,000,000 (185 Securities, each of the

Specified Denomination)

(ii) Tranche: U.S.$ 185,000,000 (185 Securities, each of the

Specified Denomination)

6. Issue Price: 100 per cent. of the Aggregate Nominal 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

(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) Specified Denomination: U.S.$ 1,000,000

For the avoidance of doubt, the Specified

Denomination of the Note may not be sub-divided

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throughout the tenor of the Note

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

(iii) Minimum trading size: The Securities may only be traded in a minimum

initial amount of one Security (corresponding to a

nominal amount of U.S.$ 1,000,000) and, thereafter,

in multiples of one Security (corresponding to a

nominal amount of U.S.$ 1,000,000)

7. Issue Date: 3 June 2020

8. Maturity Date: 3 June 2060, subject to adjustment in accordance with

the Following Business Day Convention

PROVISIONS APPLICABLE TO NOTES

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

9. Interest Commencement Date: Not Applicable

10. Fixed Rate Note Provisions: Not Applicable

11. Floating Rate Note Provisions: Not Applicable

12. Zero Coupon Note Provisions: Applicable

(i) Amortisation Yield (General Condition

4.4):

3.57 per cent. per annum

(ii) Day Count Fraction: 30/360, unadjusted

(iii) Any other formula/basis of determining

amount payable:

For the avoidance of doubt, the Final Redemption

Amount shall be the amount set out in paragraph 17

below

13. Variable Linked Interest Provisions: Not Applicable

14. Dual Currency Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION OF NOTES

15. Call Option: Applicable

(i) Optional Redemption Date(s): 3 June in each calendar year from, and including 3

June 2025 to, and including, 3 June 2059 (for the

avoidance of doubt, in each case subject to adjustment

in accordance with the Following Business Day

Convention)

(ii) Optional Redemption Amount(s) and

method, if any, of calculation of such

amount(s):

In respect of each Note of the Specified Denomination

and the relevant Optional Redemption Date, the

Optional Redemption Amount payable on such

Optional Redemption Date shall be the amount

specified in the table in the Schedule headed

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"Optional Redemption Amount (in U.S.$)" in the row

corresponding to such Optional Redemption Date

(iii) If redeemable in part: Not Applicable

(a) Minimum nominal amount to be

redeemed:

Not Applicable

(b) Maximum nominal amount to be

redeemed:

Not Applicable

(iv) Description of any other Issuer's option: Not Applicable

(v) Notice period (if other than as set out in

General Condition 5.1):

The Issuer may, on giving not less than five 5

Business Days' irrevocable notice (there shall be no

maximum notice period) to the Holders in accordance

with General Condition 27 (Notices), redeem all of the

Notes on any Optional Redemption Date

The first sentence of General Condition 5.1

(Redemption at the Option of the Issuer) shall be

amended accordingly

16. Put Option: Not Applicable

17. Final Redemption Amount: U.S.$ 4,067,794.92 per Note of the Specified

Denomination

18. Early Payment Amount: Amortised Face Amount as set out in General

Condition 5.5 (Early Redemption of Zero Coupon

Notes)

19. Credit Linked Note Provisions: Not Applicable

20. Details relating to Instalment Notes: Not Applicable

21. Details relating to Partly Paid Notes:

amount of each payment comprising the

Issue Price and date on which each payment

is to be made and consequences (if any) of

failure to pay, including any right of the

Issuer to forfeit the Notes and interest due

on late payment:

Not Applicable

PROVISIONS APPLICABLE TO WARRANTS

Paragraphs 22-34 are intentionally deleted

PROVISIONS APPLICABLE TO CERTIFICATES

Paragraphs 35-42 are intentionally deleted

SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES

- 7 -

SHARE LINKED PROVISIONS

43. Share Linked Provisions: Not Applicable

INDEX LINKED PROVISIONS

44. Index Linked Provisions: Not Applicable

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

51. Bond Linked Provisions: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

52. New Safekeeping Structure (in respect of

Registered Notes) or New Global Note (in

respect of Bearer Notes):

Not Applicable

53. Form of Securities: Registered Securities

(i) Temporary or Permanent Bearer Global

Security / Registered Global Security:

Temporary Registered Global Security which 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

- 8 -

obligations under French law?

(iii) Name of French Registration Agent: Not Applicable

(iv) Representation of Holders of Notes/

Masse:

Not Applicable

(v) Regulation S/Rule 144A Securities: Not Applicable

54. Record Date: As set out in the General Conditions

55. Additional Financial Centre(s) (General

Condition 12.2) or other special provisions

relating to payment dates:

London and Taipei (and for the avoidance of doubt,

New York City)

56. Payment Disruption Event (General

Condition 13):

Relevant Currency: As may be notified to the Holders pursuant to General

Condition 27 (Notices) at the relevant time

57. Extraordinary Hedge Disruption Event

(General Condition 17):

(i) Extraordinary Hedge Sanctions Event: Applicable

(ii) Extraordinary Hedge Bail-in Event: Applicable

(iii) Extraordinary Hedge Currency

Disruption Event:

Applicable

58. Early Redemption for Tax on Underlying

Hedge Transactions (General Condition

18.4(b)):

Applicable”

59. Disruption Event (General Condition 19):

(i) Change in Law (Hedge): Applicable

(ii) Hedging Disruption: Applicable

60. Physical Settlement: Not Applicable

61. Calculation Agent: J.P. Morgan Securities plc

62. Redenomination, renominalisation and

reconventioning provisions:

Not Applicable

63. Gross Up (General Condition 18): Not Applicable

(i) 871(m) Securities: Section 871(m) and the regulations promulgated

thereunder will not apply to the Securities

64. Rounding: General Condition 23 applies

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65. Other terms or special conditions: Not Applicable

DISTRIBUTION

66. If non-syndicated, name and address of

Dealer:

The Notes will be subscribed from the Issuer by

Yuanta Securities Co., Ltd. (the "Lead Manager")

and Cathay United Bank Co., Ltd., KGI Securities Co.

Ltd. and E.Sun Commercial Bank, Ltd. (together with

the Lead Manager, the "Managers", and each, a

"Manager") pursuant to a syndicated underwriting

agreement ("Underwriting Agreement") between the

Issuer and the Managers dated 13 May 2020. The

Programme Agreement dated 23 April 2020 under the

Programme shall not apply to the offer and sale of the

Notes

67. Stabilising Manager(s) (if any): Not Applicable

68. Total commission and concession: See paragraph 6

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: As specified in the fourth paragraph below the

Securities title on the cover page of this Pricing

Supplement

72. Swiss Public Offer: No

73. Prohibition of Sales to EEA and UK Retail

Investors:

Applicable

GENERAL

74. The aggregate principal amount of Notes

issued has been translated into U.S. dollars at

the rate of [] 1 = U.S.$ [], producing a sum

Not Applicable

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of (for Notes not denominated in U.S. dollars):

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the pricing supplement required for the issue of the Securities described

herein pursuant to the Structured Products Programme for the issuance of Notes, Warrants and Certificates of

JPMorgan Chase Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A.

and JPMorgan Chase & Co.

GOVERNING LAW AND JURISDICTION

Securities: State of New York / Courts located in the Borough of

Manhattan in the State of New York

- 11 -

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of

the Securities to an investor by an offeror will be made, in accordance with any terms and other arrangements in

place between such offeror and such investor including as to price, allocations and settlement arrangements.

The Issuer will not be a party to any such arrangements with investors (other than the Dealer(s)), in connection

with the offer or sale of the Securities and, accordingly, this Pricing Supplement will not contain such

information. The investor must look to the offeror at the time of such offer for the provision of such

information. The Issuer has no responsibility to an investor in respect of such information.

Signed on behalf of the Issuer:

By: ________________________

Duly authorised

352454447/Ashurst(MJL/SDAKER)/MS

Patrick Dempsey

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PART B – OTHER INFORMATION

LISTING AND ADMISSION TO TRADING

Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to listing and trading

on the Taipei Exchange in the Republic of China ("TPEx"). The effective date of the listing of the Securities is

expected to be on or about the Issue Date.

TPEx is not responsible for the content of this Pricing Supplement and the Offering Circular and any

supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of

this Pricing Supplement and the Offering Circular and any supplement or amendment thereto. TPEx expressly

disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the

contents of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.

Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the

merits of the Issuer or the Securities.

RATINGS Not Applicable

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in the section of the Offering Circular entitled "Subscription and Sale", so far as the Issuer is

aware, no person involved in the issue of the Securities has an interest material to the issue.

REASONS FOR THE ISSUE AND ESTIMATED NET PROCEEDS

(i) Reasons for the issue: Not Applicable

(ii) Estimated net proceeds: Not Applicable

POST-ISSUANCE INFORMATION

The Issuer will not provide any post-issuance information, unless required to do so by applicable law or

regulation.

OPERATIONAL INFORMATION

Intended to be held in a manner which would allow

Eurosystem eligibility:

No

ISIN: XS1450921165

Common Code: 145092116

Relevant Clearing System(s) and the relevant

identification number(s):

Euroclear/Clearstream, Luxembourg

Delivery: Delivery against payment

The Agents appointed in respect of the Securities are: As set out in the Agency Agreement

Registrar: The Bank of New York Mellon S.A./N.V.,

Luxembourg Branch

- 13 -

ADDITIONAL TAX INFORMATION

ROC Taxation

The following summary of certain taxation provisions under ROC law is based on current law and practice and

the Notes will be issued, offered and re-sold to the Professional Institutional Investors only. It does not purport

to be comprehensive and does not constitute legal or tax advice. Investors (particularly those subject to special

tax rules, such as banks, dealers, insurance companies and tax-exempt entities) should consult with their own

tax advisers regarding the tax consequences of an investment in the Notes.

Interest on the Notes

As the Issuer of the Notes is not a ROC statutory tax withholder, there is no ROC withholding tax on the interest

to be paid on the Notes.

ROC corporate holders must include the interest received under the Notes as part of their taxable income and

pay income tax at a flat rate of 20 per cent. (however, ROC Institutional Holders with less than NT$120,000 of

taxable income in a fiscal year are exempt from corporate income tax, and those with less than NT$500,000 of

taxable income in 2019 are subject to corporate income tax at a rate of 19 per cent.) as they are subject to

income tax on their worldwide income. The alternative minimum tax ("AMT") is not applicable.

Sale of the Notes

In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities transaction tax

("STT") on the transaction price. However, Article 2-1 of the ROC Securities Transaction Tax Act prescribes

that STT will cease to be levied on the sale of corporate bonds and financial bonds from 1 January 2010 to 31

December 2026. Therefore, the sale of the Notes will be exempt from STT if the sale is conducted on or before

31 December 2026. Starting from 1 January 2027, any sale of the Notes will be subject to STT at 0.1 per cent. of

the transaction price, unless otherwise provided by the ROC tax laws that may be in force at that time.

Capital gains generated from the sale of bonds are exempt from income tax. Accordingly, ROC corporate

holders are not subject to income tax on any capital gains generated from the sale of the Notes. However, ROC

corporate holders shall include the capital gains in calculating their basic income for the purpose of calculating

their AMT. If the amount of the AMT exceeds the annual income tax calculated pursuant to the ROC Income

Tax Act, the excess becomes the ROC corporate holders' AMT payable. Capital losses, if any, incurred by such

holders could be carried over 5 years to offset against capital gains of same category of income for the purposes

of calculating their AMT.

- 14 -

SCHEDULE

Optional Redemption DateOptional Redemption

Amount (in U.S.$)

3 June 2025 1,191,708.07

3 June 2026 1,234,252.05

3 June 2027 1,278,314.85

3 June 2028 1,323,950.69

3 June 2029 1,371,215.73

3 June 2030 1,420,168.13

3 June 2031 1,470,868.13

3 June 2032 1,523,378.12

3 June 2033 1,577,762.72

3 June 2034 1,634,088.85

3 June 2035 1,692,425.83

3 June 2036 1,752,845.43

3 June 2037 1,815,422.01

3 June 2038 1,880,232.57

3 June 2039 1,947,356.88

3 June 2040 2,016,877.52

3 June 2041 2,088,880.05

3 June 2042 2,163,453.06

3 June 2043 2,240,688.34

3 June 2044 2,320,680.91

3 June 2045 2,403,529.22

3 June 2046 2,489,335.21

3 June 2047 2,578,204.48

3 June 2048 2,670,246.38

3 June 2049 2,765,574.18

3 June 2050 2,864,305.17

3 June 2051 2,966,560.87

3 June 2052 3,072,467.09

3 June 2053 3,182,154.17

3 June 2054 3,295,757.07

3 June 2055 3,413,415.60

3 June 2056 3,535,274.53

3 June 2057 3,661,483.84

3 June 2058 3,792,198.81

3 June 2059 3,927,580.31

OFFERING CIRCULAR 23 April 2020

J.P. Morgan Structured Products B.V.

(incorporated with limited liability in The Netherlands)

as Issuer

JPMorgan Chase Financial Company LLC

(incorporated with limited liability in the State of Delaware, United States of America)

as Issuer

JPMorgan Chase Bank, N.A.

(a national banking association organised under the laws of the United States of America)

as Issuer and as Guarantor in respect of Securities

issued by

J.P. Morgan Structured Products B.V.

JPMorgan Chase & Co.

(incorporated in the State of Delaware, United States of America)

as Issuer and as Guarantor in respect of Securities

issued by

JPMorgan Chase Financial Company LLC

Structured Products Programme for the issuance

of

Notes, Warrants and Certificates

Arranger and Dealer for the Programme

J.P. Morgan

ii

INTRODUCTION TO THIS DOCUMENT

The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption

or exercise of the Securities, if any, have not been and will not be registered under the U.S. Securities

Act of 1933, as amended (the "Securities Act"), or the laws of any state or other jurisdiction of the

United States, and trading in the Securities and the Guarantees has not been approved by the U.S.

Commodity Futures Trading Commission ("CFTC") under the U.S. Commodity Exchange Act of

1936, as amended (the "Commodity Exchange Act"). The Securities issued by JPMorgan Chase

Bank, N.A. and the JPMorgan Chase Bank, N.A. Guarantee (as defined below) have not been and will

not be registered under the rules of the U.S. Office of the Comptroller of the Currency (the "OCC").

Subject to certain exceptions, the Securities may not be offered, sold, transferred, pledged, assigned,

delivered, exercised or redeemed at any time within the United States or to, or for the account or

benefit of, any U.S. Person except, in respect of certain of the Securities, in accordance with Rule 144A

under the Securities Act ("Rule 144A") and in reliance upon the relevant exemptions from state

securities laws and any other applicable laws of other jurisdictions. Hedging transactions involving

"equity securities" of "domestic issuers" (as each such term is defined in the Securities Act and

regulations thereunder) may only be conducted in compliance with the Securities Act and the

Commodity Exchange Act.

What is this document?

This document (referred to as the "Offering Circular"), including the documents incorporated by

reference within it, is intended to provide investors with information necessary to enable them to make

an informed investment decision before purchasing Securities. It may be supplemented from time to

time. It is not a "prospectus" for the purposes of the Prospectus Regulation (see "Important Legal

Information – Warning" below).

Who are the Issuers and the Guarantors of the Securities?

The Securities will be issued by one of (i) JPMorgan Chase Financial Company LLC, (ii) J.P. Morgan

Structured Products B.V., (iii) JPMorgan Chase Bank, N.A. and (iv) JPMorgan Chase & Co. The

relevant "Pricing Supplement" document (as described below) will specify which of these companies is

the Issuer of the relevant Securities. Securities issued by JPMorgan Chase Financial Company LLC

will be guaranteed by JPMorgan Chase & Co. (the "JPMorgan Chase & Co. Guarantee"). Securities

issued by J.P. Morgan Structured Products B.V. will be guaranteed by JPMorgan Chase Bank, N.A.

(the "JPMorgan Chase Bank, N.A. Guarantee") (each of the JPMorgan Chase & Co. Guarantee and

the JPMorgan Chase Bank, N.A. Guarantee, a "Guarantee" and together, the "Guarantees"). Securities

issued by JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. will not be the subject of a

guarantee.

The Securities are unsecured and unsubordinated general obligations of the relevant Issuer (and, if

applicable, the relevant Guarantor). All payments or deliveries to be made by the relevant Issuer (and,

if applicable, the relevant Guarantor) under the Securities are subject to the credit risk of the relevant

Issuer (and, if applicable, the relevant Guarantor). The potential return on and value of the Securities

will be adversely affected in the event of a default or deterioration in the financial position of the

relevant Issuer (and, if applicable, the relevant Guarantor). The financial and other information which

is incorporated by reference into this Offering Circular, together with other information provided in this

Offering Circular, provides a description of each Issuer's business activities as well as certain financial

information and material risks faced by each Issuer.

What are the Securities?

The relevant Issuer may issue Securities in the form of any of (i) Warrants (ii) Certificates and (iii)

Notes (all of which are referred to as "Securities"), under the Structured Products Programme for the

issuance of Notes, Warrants and Certificates (the "Programme"). Securities may (a) have any maturity

(save that any Securities issued by JPMorgan Chase & Co. will not have a maturity of less than one

year from the date of their issue), (b) be listed and traded on an exchange-regulated (or other) market,

or not listed or traded, (c) be unrated or rated, (d) be non-interest bearing or bear fixed or floating rate

interest or other variable interest, (e) have interest and/or redemption amounts which are dependent on

the performance of one or more "Reference Assets" (as described below), (f) be settled by way of cash

payment or physical delivery and (g) provide that the scheduled amount payable could be as low as

iii

zero or else provide some level of minimum scheduled amount payable at maturity (subject to the

credit risk of the relevant Issuer and, if applicable, the relevant Guarantor). Notwithstanding the

foregoing, JPMCFC will not issue Securities in the form of Warrants and Securities issued by JPMCFC

will not be subject to physical delivery.

What are the Reference Assets?

The return on the Securities may be dependent on the performance of one or more "Reference Assets".

The types of Reference Assets to which Securities issued under the Programme may be linked are (i) a

share or a depositary receipt (ii) a share index, (iii) a commodity, (iv) a commodity index, (v) a foreign

exchange rate, (vi) a fund (regulated or unregulated, mutual, exchange traded tracker or hedge), (vii)

the credit of a specified entity or entities, (viii) a consumer price or other inflation index, (ix) an

interest rate or constant maturity swap rate or any other rate, (x) a loan or bond or other debt obligation

or certificate, (xi) a basket of the above or (xii) any combination of any of the above or other types of

reference asset(s). The relevant Issuer is under no obligation to hold a Reference Asset, and holders of

Securities will have no beneficial interest or any other rights in relation to any Reference Assets.

What are Pricing Supplements?

A "Pricing Supplement" document will be prepared in relation to each tranche of Securities, and sets

out the specific details of the Securities. For example, the Pricing Supplement will contain the issue

date, the maturity date, the Reference Asset(s) to which the Securities are linked and specify the

method used to calculate the redemption amount and any interest/coupon payments (if applicable).

What documents should I read before purchasing Securities?

You should read the applicable Pricing Supplement, together with this Offering Circular (including the

information incorporated by reference in it), before deciding to purchase any Securities.

This Offering Circular will be supplemented and replaced after the date hereof from time to time. If

you purchase Securities after the date of the applicable Pricing Supplement, you should review the

most recent version (if any) of this 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

and (if applicable) the relevant Guarantor on which to base your investment decision (note that the

terms and conditions of the Securities will remain as described in the applicable Pricing Supplement

and the version of the Offering Circular described in the Pricing Supplement, 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.ise.ie).

What are the principal risks?

Securities issued under the Programme may include "derivative securities" (under the Prospectus

Regulation (as defined below)), and an investment in Securities is subject to a number of risks, as

described in the section of this Offering Circular entitled "Risk Factors" below.

Securities are speculative investments, and returns may at times be volatile and losses may occur

quickly and in unanticipated magnitude. Depending on the particular "payout" terms of the Securities,

you may bear the risk of losing some or up to all of your investment depending on the performance of

the Reference Asset(s) to which your Securities are linked.

Even if the relevant Securities provide for a minimum scheduled amount payable at maturity, you

could still lose some or up to all of your investment where (i) the relevant Issuer (and, if applicable, the

relevant Guarantor) becomes insolvent or otherwise fails to meet its payment (or delivery) obligations

under the Securities, (ii) you are able to sell your Securities prior to maturity (which may not be the

case, as there may not be a secondary market for them), but the amount you receive is less than what

you paid for them, (iii) your Securities are redeemed or terminated by the relevant Issuer prior to

maturity due to the occurrence of one or more specified events as provided in the terms and conditions

of the Securities, and the amount you receive on such early redemption or termination is less than what

you paid for the Securities or (iv) the terms and conditions of your Securities are unilaterally adjusted

by the relevant Issuer due to the occurrence of one or more specified events as described in the terms

and conditions of the Securities, resulting in a reduced return.

iv

You should not acquire any Securities unless you (whether by yourself or in conjunction with your

financial adviser) understand the nature of the relevant Securities and the extent of your exposure to

potential loss on the Securities, and any investment in Securities must be consistent with your overall

investment strategy. You (whether by yourself or in conjunction with your financial adviser) should

consider carefully whether the particular Securities are suitable for you in the light of your investment

objectives, financial capabilities and expertise. You should consult your own legal, tax, accountancy,

regulatory, investment and other professional advisers as may be required to assist you in determining

the suitability of the Securities for you as an investment.

You should read, in particular, the sections of this Offering Circular entitled "Risk Factors" and

"Commonly Asked Questions" for important information prior to making any decision to

purchase Securities.

Potential for Discretionary Determinations by the Calculation Agent and the Issuer under the

Securities

Under the terms and conditions of the Securities, following the occurrence of certain events outside of

the control of JPMorgan Chase (as defined below), the Calculation Agent and/or the Issuer may

exercise discretion to take one or more of the actions available to it in order to deal with the impact of

such event on the Securities or (if applicable in respect of the terms and conditions of the particular

Securities) the Issuer's hedging arrangements. Any such discretionary determinations could have a

material adverse impact on the value of and return on the Securities. An overview of the potential for

discretionary determinations by the Calculation Agent and the Issuer under the Securities is provided in

the section of this Offering Circular entitled "Overview of the Potential for Discretionary

Determinations by the Calculation Agent and the Issuer".

v

TABLE OF CONTENTS

Page

IMPORTANT NOTICES ................................................................................................................. 1

Provides important information in relation to the status of the Securities, each Guarantee, offering

restrictions in relation to the Securities and restrictions on the use of the Offering Circular. It is

relevant to all Securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................... 8

Sets out considerations that should be taken into account when reading any statement relating to future

events and circumstances. It is relevant to all Securities.

SUMMARY OF THE PROGRAMME ........................................................................................... 10

Provides a summary of the key information contained within this Offering Circular. It is relevant to all

Securities.

RISK FACTORS ............................................................................................................................... 29

Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant

Issuer's and (if applicable) the relevant Guarantor's ability to fulfil their respective obligations under

the Securities. It is relevant to all Securities.

CONFLICTS OF INTEREST .......................................................................................................... 120

Provides a description of various potential conflicts of interest that JPMorgan Chase is subject to in

respect of the Securities, and which could have an adverse effect on the Securities. It is relevant to all

Securities.

DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 123

Incorporates financial and other information for each Issuer. It is relevant to all Securities.

GENERAL DESCRIPTION OF THE PROGRAMME ................................................................ 131

Provides an overview of certain important information in relation to the Programme and this Offering

Circular. It is relevant to all Securities.

COMMONLY ASKED QUESTIONS ............................................................................................. 136

Provides answers to some of the questions which investors may have when considering an investment

in the Securities and provides an introduction to the Issuers, the types of Securities which may be

issued under the Programme and certain terms of such Securities. It is relevant to all Securities.

OVERVIEW OF THE POTENTIAL FOR DISCRETIONARY DETERMINATIONS BY THE

CALCULATION AGENT AND THE ISSUER .............................................................................. 157

Overview of the types of events that could give rise to a discretionary determination by the Calculation

Agent or the Issuer and the actions available to them to deal with the impact of such events.

TERMS AND CONDITIONS OF THE SECURITIES .................................................................. 170

Comprises (i) the General Conditions and (ii) the applicable Specific Product Provisions:

I. GENERAL CONDITIONS .....................................................................................................170

Sets out the terms and conditions that apply to all Securities.

II. SPECIFIC PRODUCT PROVISIONS ..................................................................................286

Each of the following nine sections sets out additional terms and conditions for Securities linked

to a particular type of Reference Asset (Annexes 1-4 and 7-9) or in relation to a particular

product (Annexes 5 and 6). Only those Specific Product Provisions specified in the relevant

vi

Pricing Supplement to be applicable will apply to an issuance series of Securities.

● ANNEX 1 - SHARE LINKED PROVISIONS ..............................................................286

Sets out additional terms and conditions that are applicable to Share Linked Securities. It applies

to Securities for which the relevant Pricing Supplement specifies that the Share Linked

Provisions are applicable.

● ANNEX 2 – INDEX LINKED PROVISIONS ..............................................................306

Sets out additional terms and conditions that are applicable to Index Linked Securities. It applies

to Securities for which the relevant Pricing Supplement specifies that the Index Linked

Provisions are applicable.

● ANNEX 3 - COMMODITY LINKED PROVISIONS .................................................324

Sets out additional terms and conditions that are applicable to Commodity Linked Securities. It

applies to Securities for which the relevant Pricing Supplement specifies that the Commodity

Linked Provisions are applicable.

● ANNEX 4 - FX LINKED PROVISIONS.......................................................................340

Sets out additional terms and conditions that are applicable to FX Linked Securities. It applies to

Securities for which the relevant Pricing Supplement specifies that the FX Linked Provisions are

applicable.

● ANNEX 5 - MARKET ACCESS PARTICIPATION PROVISIONS .........................350

Sets out additional terms and conditions that are applicable to Market Access Participation

Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the

Market Access Participation Provisions are applicable.

● ANNEX 6 - LOW EXERCISE PRICE WARRANT PROVISIONS ..........................360

Sets out additional terms and conditions that are applicable to Low Exercise Price Warrants. It

applies to Securities for which the relevant Pricing Supplement specifies that the LEPW

Provisions are applicable.

● ANNEX 7 - FUND LINKED PROVISIONS .................................................................369

Sets out additional terms and conditions that are applicable to Fund Linked Securities. It applies

to Securities for which the relevant Pricing Supplement specifies that the Fund Linked Provisions

are applicable.

● ANNEX 8 – ADDITIONAL RATES FALLBACK PROVISIONS .............................390

Sets out additional terms and conditions that are applicable to Other Variable Linked Interest

Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the

Additional Rates Fallback Provisions are applicable.

● ANNEX 9 – BOND LINKED PROVISIONS ................................................................392

Sets out additional terms and conditions that are applicable to Bond Linked Securities. It applies

to Securities for which the relevant Pricing Supplement specifies that the Bond Linked Provisions

are applicable.

III. APPENDIX 1 - PROVISIONS REGARDING RESOLUTIONS OF HOLDERS OF

GERMAN SECURITIES ........................................................................................................402

Sets out the provisions regarding resolutions of holders of German Securities.

IV. APPENDIX 2 – USD LIBOR BENCHMARK TRANSITION EVENT APPENDIX ........407

Sets out the provisions to supplement the terms and conditions of the Securities to cater for a

benchmark transition event in respect of USD LIBOR.

vii

FORM OF PRICING SUPPLEMENT ............................................................................................ 411

Provides a template for the Pricing Supplement to be used for each issuance of Securities. It is relevant

to all Securities.

USE OF PROCEEDS ........................................................................................................................ 458

Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.

LIMITATIONS OF THE JPMORGAN CHASE BANK, N.A. GUARANTEE AND FORM OF

JPMORGAN CHASE BANK, N.A. GUARANTEE ....................................................................... 459

Sets out the limitations of the guarantee given by JPMorgan Chase Bank, N.A. in respect of Securities

issued by J.P. Morgan Structured Products B.V as well as the form of such guarantee. It is only

relevant to Securities issued by J.P. Morgan Structured Products B.V.

LIMITATIONS OF THE JPMORGAN CHASE & CO. GUARANTEE AND FORM OF

JPMORGAN CHASE & CO. GUARANTEE ................................................................................. 464

Sets out the limitations of the guarantee given by JPMorgan Chase & Co. in respect of Securities

issued by JPMorgan Chase Financial Company LLC as well as the form of such guarantee. It is only

relevant to Securities issued by JPMorgan Chase Financial Company LLC.

JPMORGAN CHASE FINANCIAL COMPANY LLC ................................................................. 469

Provides key information in relation to JPMorgan Chase Financial Company LLC.

BOOK-ENTRY CLEARING SYSTEMS ........................................................................................ 471

Provides information on the rules and procedures of the relevant clearing system in which the

Securities may be cleared and settled. It is relevant to all Securities.

SUBSCRIPTION AND SALE .......................................................................................................... 476

Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant

to all Securities.

PURCHASER REPRESENTATIONS AND REQUIREMENTS AND TRANSFER

RESTRICTIONS ............................................................................................................................... 509

Sets out certain representations and requirements and transfer restrictions with respect to each

issuance of Securities. It is relevant to all Securities.

CERTAIN ERISA CONSIDERATIONS ........................................................................................ 542

Provides an overview of certain ERISA considerations. It is relevant to all Securities.

TAXATION ....................................................................................................................................... 547

Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all

Securities.

IMPORTANT LEGAL INFORMATION ....................................................................................... 635

Sets out important legal information relating to the Securities.

GENERAL INFORMATION ........................................................................................................... 637

Provides certain additional information on the Securities, the Offering Circular, the Programme and

the Issuers. It is relevant to all Securities.

`INDEX OF DEFINED TERMS ...................................................................................................... 641

An index of all defined terms used in this Offering Circular.

Important Notices

1

IMPORTANT NOTICES

Status of the Securities

The Securities are unsecured and unsubordinated general obligations of the relevant Issuer and

not of any affiliate of that Issuer.

Status of the JPMorgan Chase Bank, N.A. Guarantee

The JPMorgan Chase Bank, N.A. Guarantee is an unsecured and unsubordinated general

obligation of JPMorgan Chase Bank, N.A. and not of any of its affiliates.

Status of the JPMorgan Chase & Co. Guarantee

The JPMorgan Chase & Co. Guarantee is an unsecured and unsubordinated general obligation

of JPMorgan Chase & Co. and not of any of its affiliates.

Status of the Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank,

N.A. Guarantee

The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A.

Guarantee: (i) are not savings accounts or deposits of JPMorgan Chase Bank, N.A. or any bank

or non-bank subsidiary of JPMorgan Chase Bank, N.A.; and (ii) will rank pari passu with all

other unsecured and unsubordinated indebtedness of JPMorgan Chase Bank, N.A. except

obligations, including U.S. domestic deposits of JPMorgan Chase Bank, N.A., that are subject to

any priorities or preferences by law.

Status of the Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co.

Guarantee

The Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co. Guarantee: (i)

are not savings accounts or deposits of JPMorgan Chase & Co. or any bank or non-bank

subsidiary of JPMorgan Chase & Co., and (ii) will rank pari passu with all other unsecured and

unsubordinated indebtedness of JPMorgan Chase & Co., except obligations that are subject to

any priorities or preferences by law.

Neither the Securities nor the relevant Guarantee are covered by any deposit insurance

protection scheme

Neither the Securities nor the relevant Guarantee are deposits insured by the U.S. Federal

Deposit Insurance Corporation (the "FDIC"), the U.S. Deposit Insurance Fund or any other

governmental agency or instrumentality, in the United States or in any other jurisdiction.

Offering restrictions in the European Economic Area and the United Kingdom

This Offering Circular has been prepared on the basis that any offer of Securities in any Member

State of the European Economic Area (the "EEA") or the United Kingdom (each, a "Relevant

State") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended

(the "Prospectus Regulation") from the requirement to publish a prospectus for offers of

Securities. Accordingly, any person making or intending to make an offer in that Relevant State

of Securities which are the subject of an offering contemplated in this Offering Circular as

completed by a Pricing Supplement in relation to the offer of those Securities may only do so in

circumstances in which no obligation arises for the Issuer or the Dealers to publish a prospectus

pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to

Article 23 of the Prospectus Regulation in relation to such offer. None of the Issuers, Guarantors

or Dealers has authorised, nor do they authorise, the making of any offer of Securities in

circumstances in which an obligation arises for the Issuer to publish a prospectus in the EEA, the

United Kingdom or in any other jurisdiction.

If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of

Sales to EEA and 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

Important Notices

2

retail investor in the EEA or 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 (11) of Article 4(1) of

Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive

2016/97/EU (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 Prospectus Regulation. Consequently, no key information

document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for

offering or selling the Securities or otherwise making them available to retail investors in the

EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or

otherwise making them available to any retail investor in the EEA or the United Kingdom may

be unlawful under the PRIIPs Regulation.

Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of

any Securities includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors"

but where the Dealer subsequently prepares and publishes a key information document under

the PRIIPs Regulation in respect of such Securities, then following such publication, the

prohibition on the offering, sale or otherwise making available the Securities to a retail investor

as described in the above paragraph and in such legend shall no longer apply.

Certain U.S. restrictions and other disclosure

The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption

or exercise of the Securities, if any, have not been and will not be registered under the Securities Act

and trading in the Securities and the Guarantees has not been approved by the CFTC under the

Commodity Exchange Act. The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan

Chase Bank, N.A. Guarantee have not been and will not be registered under the rules of the OCC.

The Securities are being offered and sold only (i) to non-U.S. Persons in offshore transactions in

accordance with Regulation S under the Securities Act ("Regulation S"); provided that such Securities

may also be sold to U.S. Persons that are affiliates (as defined in Rule 405 under the Securities Act) of

the Issuer and (ii), in the case of Rule 144A Securities and of New York Law Notes and Regulation

S/Rule 144A Securities, being offered or sold in reliance on Rule 144A, to qualified institutional

buyers ("QIBs") (as defined in Rule 144A) that are also Eligible Investors (as defined herein) at the

time of sale in reliance on Rule 144A under the Securities Act.

The Securities may not be offered, sold, transferred, pledged, assigned, delivered, exercised or

redeemed at any time within the United States or to, or for the account or benefit of, any U.S. Person

that is not an affiliate (as defined in Rule 405 under the Securities Act), except, in the case of Rule

144A Securities and of New York Law Notes and Regulation S/Rule 144A Securities being sold in

accordance with Rule 144A, in accordance with Rule 144A and in reliance upon the relevant

exemptions from state securities laws and any other applicable laws of other jurisdictions and an

exemption under the Commodity Exchange Act. Hedging transactions involving "equity securities" of

"domestic issuers" (as each such term is defined in the Securities Act and regulations thereunder) may

only be conducted in compliance with the Securities Act.

Investors are hereby notified that sellers of the Securities may be relying on the exemption from the

provisions of Section 5 of the Securities Act provided by Rule 144A.

The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A. Guarantee

may also be offered or sold in reliance upon the exemption from the registration requirements of the

Securities Act provided by Section 3(a)(2) thereof and will be offered and sold pursuant to an

exemption from the registration requirements of the OCC (including, in the case of offers or sales

outside the United States, in compliance with Regulation S as such regulation is incorporated into the

regulations of the OCC pursuant to 12 C.F.R. Section 16.5(g)).

JPMCFC (as defined herein) has not registered, nor intends to register, as an investment company

under the Investment Company Act of 1940, as amended (the "Investment Company Act"). JPMCFC

intends to rely on the exemption from registration as an investment company under the Investment

Company Act afforded by Rule 3a-5 of the Investment Company Act.

Important Notices

3

JPMSP (as defined herein) has not registered, nor intends to register, as an investment company under

the Investment Company Act. JPMSP intends to rely on the exemption from registration as an

investment company under the Investment Company Act afforded by Section 3(c)(7) of the Investment

Company Act. In order to rely on such exemption, JPMSP is required to limit the purchase in the

United States of Securities issued by JPMSP to qualified purchasers ("QPs") (as defined in Section

2(a)(51) and related rules under the Investment Company Act).

If a legal or beneficial owner of a Security is a U.S. Person and (i) not a QIB, (ii) not a QP in relation to

Securities issued by JPMSP, (iii) not an Eligible Contract Participant ("ECP") (as defined in Section

1(a)(12) of the Commodity Exchange Act), (iv) in relation to Securities issued by JPMSP, neither (a) a

major U.S. institutional investor ("MUSIV") (as defined in Rule 15a-6(b)(4) under the U.S. Securities

Exchange Act of 1934, as amended (the "Exchange Act")) nor (b) a Qualified Offshore Client (as

defined in the General Conditions) or (v) (a) in the case of Securities which are Notes held in definitive

form or of Warrants or Certificates (in definitive or global form), has not remained in compliance with

the provisions of the relevant Investor Letter of Representations at the time of any acquisition thereof

in a transaction to or through the relevant Issuer or the Dealer and (b) in the case of Notes represented

by a Global Security, has not remained in compliance with the representations such beneficial holder is

deemed to have made, the relevant Issuer may, at its discretion, cause any such Securities to be sold or

give notice to the transferee that such Securities will be redeemed pursuant to the General Conditions

and the Programme Agreement.

For a description of certain additional restrictions on offers and sales of the Securities, on distribution

of this Offering Circular and the relevant Pricing Supplement and of certain agreements and

representations that any person who purchases Securities at any time is required to make, or is deemed

to have made, as a condition to purchasing such Security or any legal or beneficial interest therein, see

the sections of this Offering Circular entitled "Subscription and Sale" and "Purchaser representations

and requirements and transfer restrictions" below.

The Securities, other than (i) Rule 144A Securities and (ii) Regulation S/Rule 144A Securities and

New York Law Notes being offered or sold in accordance with Rule 144A, are being offered and sold

outside the United States to non-U.S. Persons in offshore transactions in accordance with Regulation S

and may not at any time be legally or beneficially owned by any U.S. Person that is not an affiliate (as

defined in Rule 405 under the Securities Act) of the Issuer at any time.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities

commission has approved or disapproved of the Securities and the Guarantees or determined

that this Offering Circular is accurate or complete. Any representation to the contrary is a

criminal offence. The OCC has not approved or disapproved of the Securities issued by

JPMorgan Chase Bank, N.A. or the JPMorgan Chase Bank, N.A. Guarantee or determined that

this Offering Circular is accurate or complete.

General restriction on distribution of this Offering Circular

The distribution of this Offering Circular and the offering or sale of the Securities in certain

jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are

required by the Issuers, the Guarantors, the Dealers and the Arranger to inform themselves about and to

observe any such restriction. The publication of this Offering Circular is not intended as an offer or

solicitation for the purchase or sale of any financial instrument in any jurisdiction where such offer or

solicitation would violate the laws of such jurisdiction.

No other person is authorised to give information on the Securities beyond what is in this

Offering Circular and related Pricing Supplement

No person has been authorised to give any information or to make any representation other than as

contained in this Offering Circular in connection with the issue or sale of the Securities and, if given or

made, such information or representation must not be relied upon as having been authorised by the

relevant Issuer, JPMorgan Chase Bank, N.A., as guarantor under the JPMorgan Chase Bank, N.A.

Guarantee, JPMorgan Chase & Co. as guarantor under the JPMorgan Chase & Co. Guarantee or any of

the Dealers or J.P. Morgan Securities plc as arranger (the "Arranger").

Important Notices

4

The information in this Offering Circular (and any supplement) is subject to change

Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any

circumstances, create any implication that there has been no change in the affairs of the relevant Issuer

or the relevant Guarantor (if applicable) since the date hereof or the date upon which this Offering

Circular has been most recently supplemented or replaced or that there has been no adverse change in

the financial position of the relevant Issuer or the relevant Guarantor (if applicable), since the date

hereof or the date upon which this Offering Circular has been most recently supplemented or replaced

or that any other information supplied in connection with the Programme is correct as of any time

subsequent to the date on which it is supplied or, if different, the date indicated in the document

containing the same.

Important Swiss notices

The Securities do not constitute a participation in a collective investment scheme in the meaning

of the Swiss Federal Act on Collective Investment Schemes and they are neither subject to

approval nor supervision by the Swiss Financial Market Supervisory Authority ("FINMA") and

investors are exposed to the credit risk of the Issuer and, if applicable, the relevant Guarantor.

Swiss Securities and the Guarantees are governed by and shall be construed in accordance with

English law. The Courts of England are to have exclusive jurisdiction to settle any disputes,

controversy, proceedings or claim of whatever nature that may arise out of or in connection with

any Securities, including the Guarantees.

In accordance with article 109 of the Swiss Financial Services Ordinance, this Offering Circular has

been prepared in compliance with the Listing Rules of SIX Swiss Exchange in their version dated 8

November 2019 and in force as of 1 January 2020. Consequently, this Offering Circular has not been

and will not be reviewed or approved by a Swiss reviewing body pursuant to article 51 of the Swiss

Financial Services Act, and does not comply with the disclosure requirements applicable to a

prospectus approved by such a reviewing body under the Swiss Financial Services Act.

Disclaimer by Arranger and Dealers

The Arranger and the Dealers have not separately verified the information contained in this Offering

Circular. None of the Arranger or any of the Dealers makes any representation, express or implied, or

accepts any responsibility, with respect to the accuracy or completeness of any of the information in

this Offering Circular. None of the Arranger or any of the Dealers undertakes to review the financial

condition or affairs of any of the Issuers or the Guarantors during the life of the arrangements

contemplated by this Offering Circular nor to advise any potential purchaser or Holder of Securities of

any information coming to the attention of the Arranger or any of the Dealers.

Not a basis for a credit or other evaluation and not a recommendation to purchase Securities

This Offering Circular is not intended to provide the basis of any credit or other evaluation and should

not be considered as a recommendation by any of the Issuers, any of the Guarantors, the Arranger or

the Dealers that any recipient of this Offering Circular should purchase the Securities. Each potential

purchaser of Securities should determine for himself or herself or itself the relevance of the information

contained in this Offering Circular and any purchase of Securities should be based upon such

investigation as such potential purchaser deems necessary.

Important Dutch notice

None of JPMCFC, JPMorgan Chase & Co. or JPMorgan Chase Bank, N.A. has received authorisations

from De Nederlandsche Bank NV for the pursuit of the business of a bank in The Netherlands and are

not licensed pursuant to section 2:11(1) of the Netherlands Financial Supervision Act (Wet op het

financieel toezicht). However, they are permitted to issue Securities in The Netherlands under the

Netherlands Financial Supervision Act.

Important Jersey notice

The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, its

consent under Article 8 of the Control of Borrowing (Jersey) Order 1958 to the circulation in Jersey of

Important Notices

5

an offer for subscription, sale or exchange of Securities by the Issuers. The Commission is protected by

the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge

of its functions under that law. It must be distinctly understood that, in giving these consents, the

Commission does not take any responsibility for the financial soundness of the Issuers or for the

correctness of any statements made, or opinions expressed, with regard to them.

Stabilising legend

In connection with the issue of any Tranche of Securities, the Dealer or Dealers (if any) named as the

Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the relevant

Pricing Supplement may over-allot Securities or effect transactions with a view to supporting the

market price of the Securities at a level higher than that which might otherwise prevail. However,

stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on

which adequate public disclosure of the terms of the offer of the relevant Tranche of Securities is made

and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue

date of the relevant Tranche of Securities and 60 days after the date of the allotment of the relevant

Tranche of Securities. Any stabilisation action or over-allotment shall be conducted in accordance with

all applicable laws and rules.

Approvals of the Offering Circular, listing and admission to trading

Euronext Dublin's GEM

This Offering Circular has been approved by the Irish Stock Exchange plc trading as Euronext Dublin

("Euronext Dublin") as base listing particulars pursuant to the listing and admission to trading rules of

Euronext Dublin (the "GEM Rules") in connection with the admission to the Official List of Euronext

Dublin and to trading on the Global Exchange Market (the "GEM") of Euronext Dublin of Securities

issued by JPMCFC, JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co.

The Form of Pricing Supplement has also been approved by Euronext Dublin pursuant to the GEM

Rules in connection with the admission to the Official List of Euronext Dublin and to trading on the

GEM of Securities issued by JPMCFC, JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase &

Co.

Luxembourg Stock Exchange's Euro MTF

This Offering Circular has been approved by the Luxembourg Stock Exchange in connection with the

admission to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg

Stock Exchange's Euro MTF (the "Euro MTF") of Securities issued by JPMCFC, JPMSP, JPMorgan

Chase Bank, N.A. and JPMorgan Chase & Co. on the Official List of the Luxembourg Stock

Exchange's Euro MTF. This Offering Circular constitutes a prospectus for the purposes of Part IV of

the Luxembourg Law dated 16 July 2019 on prospectuses for securities and is valid for a period of 12

months from the date of this Offering Circular.

Switzerland (SIX Swiss Exchange)

In respect of Securities to be listed on the SIX Swiss Exchange AG (the "SIX Swiss Exchange"), the

relevant Pricing Supplement in respect of such Securities will specify whether an application for such

listing and the corresponding application for trading of such Securities on SIX Swiss Exchange or any

successor thereto or any such other exchange as the relevant Pricing Supplement may specify has been

or will be made. In the case of a listing of a Series or Tranche on the SIX Swiss Exchange, this

Offering Circular will constitute an "issuance programme" pursuant to Article 22 of the SIX Swiss

Exchange's Additional Rules for the Listing of Derivatives and may be supplemented from time to time

by filing an appropriate supplement (each, a "Supplement") with the SIX Swiss Exchange modifying,

updating or amending the information contained herein.

In respect of Securities to be listed on the SIX Swiss Exchange, this Offering Circular, together with

any Supplement and the relevant Pricing Supplement, will constitute the listing prospectus pursuant to

the Listing Rules of the SIX Swiss Exchange.

Securities issued by JPMCFC, JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. may,

subject to compliance with all relevant laws, also be listed on other exchanges which are not regulated

Important Notices

6

markets for the purposes of the Markets in Financial Instrument Directive (Directive 2014/65/EU, as

amended, "MiFID II"), as indicated in the relevant Pricing Supplement.

Securities issued by JPMCFC will not be listed on the SIX Swiss Exchange.

CREST Depository Interests

If specified in the relevant Pricing Supplement, investors may hold indirect interests in Securities

issued by JPMSP through Euroclear UK & Ireland Limited ("CREST") through the issuance of

dematerialised depository interests ("CDIs"). CDIs are independent securities constituted under

English law and transferred through CREST and will be issued by CREST Depository Limited or any

successor thereto pursuant to the global deed poll dated 25 June 2001 (as subsequently modified,

supplemented and/or restated). See "Book-Entry Clearing Systems" below for more information in

relation to CDIs.

Important notice in relation to Securities offered in the Kingdom of Bahrain

In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Offering

Circular and related offering documents must be in registered form and must only be marketed to

existing account holders and accredited investors as defined by the Central Bank of Bahrain ("CBB")

in the Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$

100,000, or any equivalent amount in other currency or such other amount as the CBB may determine.

This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article 81 of

the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Offering

Circular and related offering documents have not been and will not be registered as a prospectus with

the CBB. Accordingly, no Securities may be offered, sold or made the subject of an invitation for

subscription or purchase nor will this Offering Circular or any other related document or material be

used in connection with any offer, sale or invitation to subscribe or purchase securities, whether

directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to accredited

investors for an offer outside Bahrain.

The CBB has not reviewed, approved or registered the Offering Circular or related offering documents

and it has not in any way considered the merits of the securities to be marketed for investment, whether

in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy

and completeness of the statements and information contained in this document and expressly

disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any

part of the content of this document.

No offer of Securities will be made to the public in the Kingdom of Bahrain and this Offering Circular

must be read by the addressee only and must not be issued, passed to, or made available to the public

generally.

THE CBB AND THE BAHRAIN BOURSE ASSUME NO RESPONSIBILITY FOR THE

ACCURACY AND COMPLETENESS OF THE STATEMENTS AND INFORMATION

CONTAINED IN THIS OFFERING CIRCULAR AND EXPRESSLY DISCLAIM ANY LIABILITY

WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM RELIANCE UPON THE

WHOLE OR ANY PART OF THE CONTENTS OF THIS OFFERING CIRCULAR.

EACH OF THE RESPONSIBLE PERSONS (AS DEFINED IN "IMPORTANT LEGAL

INFORMATION" BELOW) ACCEPTS RESPONSIBILITY FOR THE INFORMATION GIVEN IN

THIS OFFERING CIRCULAR AND CONFIRMS THAT, HAVING TAKEN ALL REASONABLE

CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS

OFFERING CIRCULAR IS, TO THE BEST OF ITS KNOWLEDGE, IN ACCORDANCE WITH

THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT ITS IMPORT.

Any offer of Securities to investors in the Kingdom of Bahrain will be made by way of private

placement. For the avoidance of doubt, no offer of Securities will be made to the public in the

Kingdom of Bahrain. All offers of Securities to investors in the Kingdom of Bahrain are therefore

intended for "Accredited Investors" only. "Accredited Investors" a