Insight Notes Linked to the J.P. Morgan Quest 5G Thematic Basket (Jan 2021) Due February 18, 2022 Fully and Unconditionally Guaranteed by Jpmorgan Chase & Co
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The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion dated December 15, 2020 January , 2021 Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2) JPMorgan Chase Financial Company LLC Structured Investments Insight Notes Linked to the J.P. Morgan Quest 5G Thematic Basket (Jan 2021) due February 18, 2022 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. The notes are designed for investors who seek exposure to the performance of the J.P. Morgan Quest 5G Thematic Basket (Jan 2021) of 32 unequally weighted Reference Stocks, which we refer to as the Basket, as reduced by the Basket Deduction of 1.50%. The Reference Stocks in the Basket represent the common stocks / common shares / American depositary shares / ordinary shares of 32 U.S.-listed companies associated with the ongoing roll-out of fifth-generation wireless technologies (“5G”). Investors should be willing to forgo interest and dividend payments and, if the Basket is flat, declines or does not increase by at least 1.50%, be willing to lose some or all of their principal amount at maturity. The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. Minimum denominations of $1,000 and integral multiples thereof The notes are expected to price on or about January 15, 2021 and are expected to settle on or about January 21, 2021. CUSIP: 48132PP81 Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-5 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense. Price to Public (1) Fees and Commissions (2) Proceeds to Issuer Per note $1,000 $ $ Total $ $ $ (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. If the notes priced today, the selling commissions would be approximately $15.00 per $1,000 principal amount note and in no event will these selling commissions exceed $20.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $974.00 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and will not be less than $920.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing supplement for additional information. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank. Pricing supplement to product supplement no. 4-II dated November 4, 2020 and the prospectus and prospectus supplement, each dated April 8, 2020 Key Terms Issuer: JPMorgan Chase Financial Company LLC, an Payment at Maturity: indirect, wholly owned finance subsidiary of JPMorgan Chase At maturity you will receive a cash payment, for each $1,000 & Co. principal amount note, calculated as follows: Guarantor: JPMorgan Chase & Co. $1,000 × (1 + Basket Return – Basket Deduction) Basket: The notes are linked to the J.P. Morgan Quest 5G In no event, however, will the payment at maturity be less Thematic Basket (Jan 2021) (the “Basket”), an unequally than $0. weighted basket consisting of 32 Reference Stocks of U.S.- If the Final Basket Value is less than or equal to the Initial listed companies associated with the ongoing roll-out of 5G, Basket Value or does not exceed the Initial Basket Value by as specified under “Key Terms Relating to the Reference at least 1.50%, you will lose some or all of your principal Stocks” in this pricing supplement. amount at maturity. Stock Weight: With respect to each Reference Stock, as Basket Return: specified under “Key Terms Relating to the Reference (Final Basket Value – Initial Basket Value) Stocks” in this pricing supplement Initial Basket Value Basket Deduction: 1.50% Initial Basket Value: Set equal to 100 on the Pricing Date Pricing Date: On or about January 15, 2021 Final Basket Value: The closing level of the Basket on the Observation Date Original Issue Date (Settlement Date): On or about January Closing Level of the Basket: 21, 2021 100 × [1 + sum of (Stock Return of each Reference Stock × Observation Date *: February 15, 2022 Stock Weight of that Reference Stock)] Maturity Date*: February 18, 2022 A level of the Basket may be published on the Bloomberg Professional® service (“Bloomberg”) under the Bloomberg ticker JPIN5GX0. Any levels so published are for * Subject to postponement in the event of a market disruption event informational purposes only and are not binding in any way and as described under “General Terms of Notes — Postponement with respect to the notes. Although that level may appear of a Determination Date — Notes Linked to Multiple Underlyings” and under that Bloomberg ticker during the term of the notes, any “General Terms of Notes — Postponement of a Payment Date” in the such level may not be the same as the closing level of the Basket determined by the calculation agent for the accompanying product supplement Observation Date. You will not have any rights or claims, whether legal or otherwise, relating to any information regarding that level (whether displayed on Bloomberg or elsewhere) with respect to the notes. Stock Return: With respect to each Reference Stock, (Final Value – Initial Value) Initial Value Initial Value: With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Pricing Date, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement Final Value: With respect to each Reference Stock, the closing price of one share of that Reference Stock on the Observation Date Stock Adjustment Factor: With respect to each Reference Stock, the Stock Adjustment Factor is referenced in determining the closing price of one share of that Reference Stock and is set equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of each Reference Stock is subject to adjustment upon the occurrence of certain corporate events affecting that Reference Stock. See “The Underlyings — Reference Stocks — Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization Events” in the accompanying product supplement for further information. PS-1 | Structured Investments Insight Notes Linked to the J.P. Morgan Quest 5G Thematic Basket (Jan 2021) Key Terms Relating to the Reference Stocks Bloomberg Reference Stock Ticker Symbol Stock Weight Initial Value Common stock of Apple Inc., par value $0.00001 per share AAPL 6.25% Common stock of QUALCOMM Incorporated, par value $0.0001 QCOM 6.25% per share Common stock of Verizon Communications Inc., par value $0.10 VZ 6.25% per share Common stock of Intel Corporation, par value $0.01 per share INTC 6.25% Common shares of AT&T Inc., par value $1.00 per share T 6.25% Common stock of T-Mobile US, Inc., par value $0.00001 per TMUS 6.25% share Common stock of Cisco Systems, Inc., par value $0.001 per CSCO 6.25% share Common stock of Xilinx, Inc., par value $0.01 per share XLNX 5.77% Common stock of Micron Technology, Inc., par value $0.10 per MU 5.64% share Common stock of Broadcom Inc., par value $0.001 per share AVGO 5.50% Common stock of Keysight Technologies, Inc., par value $0.01 KEYS 4.96% per share Common shares of NXP Semiconductors N.V., par value €0.20 NXPI 3.10% per share Common shares of Marvell Technology Group Ltd., par value MRVL 3.03% $0.002 per share Common stock of Qorvo, Inc., par value $0.0001 per share QRVO 2.90% Class A common stock of SBA Communications Corporation, SBAC 2.68% par value $0.01 per share Class A common stock of Charter Communications, Inc., par CHTR 2.37% value $0.001 per share Common stock of Crown Castle International Corp., par value CCI 2.12% $0.01 per share Class A common stock of DISH Network Corporation, par value DISH 2.08% $0.01 per share Common stock of Analog Devices, Inc., par value $0.16 2/3 per ADI 1.86% share Common stock of Skyworks Solutions, Inc., par value $0.000006 SWKS 1.69% per share American depositary shares, each representing seven Class A IQ 1.64% ordinary shares, par value $0.00001 per share, of iQIYI, Inc.