Obligation JPMorgan Chase & Co 5.25% ( XS2168735137 ) en EUR

JPMorgan Chase & Co

100 % ⇌

Pays-Bas

XS2168735137 ( en EUR )

5.25% par an ( paiement annuel )

23/05/2051

Prospectus brochure de l'obligation JPMorgan Chase & Co XS2168735137 en EUR 5.25%, échéance 23/05/2051

100 000 EUR

24/05/2025 ( Dans 204 jours )

L'Obligation émise par JPMorgan Chase & Co ( Pays-Bas ) , en EUR, avec le code ISIN XS2168735137, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/05/2051

BASE PROSPECTUS
18 APRIL 2024

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 Securities Programme for the issuance
of
Notes, Warrants and Certificates

Arranger and Dealer for the Programme
J.P. Morgan

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 have 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
that is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer. Hedging transactions
involving "equity securities" of "domestic issuers" (as each such term is defined in the Securities Act and
regulations thereunder) may be conducted only in compliance with the Securities Act, and hedging
transactions must be conducted only in compliance with the Commodity Exchange Act.
What is this document?
This document (referred to as the "Base Prospectus") constitutes a "base prospectus" for the purposes
of the EU Prospectus Regulation (as defined below) relating to the Securities (as described below) other
than for Exempt Securities (as described below). This Base Prospectus, including the documents
incorporated by reference into it, is intended to provide investors with information necessary to enable
them to make an informed investment decision before purchasing Securities. It is valid for 12 months
after its approval and will expire on 18 April 2025. It may be supplemented from time to time to reflect
any significant new factor, material mistake or inaccuracy relating to the information included in it. The
obligation to supplement this Base Prospectus in the event of any significant new factor, material mistake
or material inaccuracy relating to the information included in it does not apply when such Base
Prospectus is no longer valid. References in this Base Prospectus to "Exempt Securities" are to
Securities for which no prospectus is required to be published under the EU Prospectus Regulation or
the UK Prospectus Regulation.
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
"Issue Terms" 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 registration document for each Issuer which is
incorporated by reference into this Base Prospectus, together with other information provided in this
Base Prospectus, 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 Securities 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 a regulated (or other) market, or not listed or traded, (c)

ii

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 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 (as defined herein) will not
issue Securities in the form of Warrants and Securities issued by JPMCFC will not be subject to physical
delivery.
In addition, the relevant Issuer may issue "Green Securities", "Social Securities" and/or "Sustainability
Securities" (collectively, "Sustainable Securities") under the Programme, as described in the section
entitled "Information relating to Sustainable Securities" of this Base Prospectus.
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) an exchange traded fund (ETF), (iv) a mutual fund.
(v) a commodity, (vi) a commodity index, (vii) a foreign exchange rate, (viii) an interest rate or swap
rate or any other rate, (ix) the credit risk of a reference entity and (x) one or more or any combination of
the above. 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 Final Terms?
A "Final Terms" document will be prepared in relation to each tranche of Securities (other than Exempt
Securities), and sets out the specific details of the Securities. For example, the Final Terms will contain
the issue date, the maturity date, the Reference Asset(s) to which the Securities are linked and specify
the applicable "Payout Conditions" (or, if applicable, "Credit Linked Provisions") used to calculate the
redemption amount and any interest/coupon payments (if applicable).
In addition, an issue-specific summary will be annexed to the Final Terms for each issuance of Securities
(other than Exempt Securities). Each issue-specific summary will contain a summary of key information
relating to the relevant Issuer, the relevant Guarantor (if applicable), the Securities, the risks relating to
the Issuer and the Securities, and the offer of Securities.
You should read the applicable Final Terms, together with this Base Prospectus (including the
information incorporated by reference in it), before deciding to purchase any Securities.
What are Pricing Supplements?
A "Pricing Supplement" document will be prepared in relation to each issuance or tranche of Exempt
Securities, and sets out the specific details of the Exempt Securities. For example, the Pricing Supplement
will contain the issue date, the maturity date, the Reference Asset(s) to which the Exempt Securities are
linked and specify the applicable "Payout Conditions" (or, if applicable, "Credit Linked Provisions") (or
directly set out the payout terms) used to calculate the redemption amount and any interest/coupon
payments. You should read the applicable Pricing Supplement, together with this Base Prospectus
(including information incorporated by reference in it), before deciding to purchase any Exempt
Securities.
What are Issue Terms?
"Issue Terms" means either (i) where the Securities are not Exempt Securities, the applicable Final Terms
or (ii) where the Securities are Exempt Securities, the applicable Pricing Supplement.
What documents should I read before purchasing Securities?
You should read the applicable Issue Terms, together with this Base Prospectus (including the
information incorporated by reference in it), before deciding to purchase any Securities.
This Base Prospectus will be supplemented and replaced after the date hereof from time to time. If you
purchase Securities after the date of the applicable Issue Terms, you should review the most recent

iii

version (if any) of this Base Prospectus 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 Issue Terms and the version of the Base Prospectus
described in the Issue Terms, subject to any amendments notified to Holders). Each supplement and
replacement version (if any) to the Base Prospectus can be found on (www.luxse.com) and
(https://sp.jpmorgan.com/spweb/index.html).
What are the principal risks?
An investment in Securities is subject to a number of risks, as described in the section of this Base
Prospectus 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 Conditions" (as described in this
Base Prospectus and as specified in the applicable Issue Terms), 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.
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 Base Prospectus entitled "Risk Factors" and
"Commonly Asked Questions" for important information prior to making any decision to purchase
Securities.
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 have 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. 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
that is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer. Hedging transactions
involving "equity securities" of "domestic issuers" (as each such term is defined in the Securities Act and
regulations thereunder) may be conducted only in compliance with the Securities Act, and hedging
transactions may be conducted only in compliance with the Commodity Exchange Act.
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

iv

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) 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 Base Prospectus entitled "Overview of the Potential for
Discretionary Determinations by the Calculation Agent and the Issuer".
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
This Base Prospectus has been prepared on the basis that, except to the extent that sub-paragraph
(ii) below may apply, any offer of Securities in any Member State of the European Economic Area
will be made pursuant to an exemption under the EU 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 Member State of Securities which are the subject of an offering contemplated
in this Base Prospectus as completed by the Final Terms in relation to the offer of those Securities
may only do so (i) in circumstances in which no obligation arises for the Issuer or the Dealers to
publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the EU Prospectus Regulation, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that
Member State or, where appropriate, approved in another Member State and notified to the
competent authority in that Member State and (in either case) published, all in accordance with

v

the EU Prospectus Regulation, provided that any such prospectus has subsequently been
completed by Final Terms which specify that offers may be made other than pursuant to Article
1(4) of the EU Prospectus Regulation in that Member State and such offer is made on or prior to
the date specified for such purpose in such prospectus or Final Terms, as applicable. Except to the
extent that sub-paragraph (ii) above may apply, none of the Issuers, Guarantors or the Dealers
have authorised, nor do they authorise, the making of any offer of Securities in circumstances in
which an obligation arises pursuant to the EU Prospectus Regulation for the Issuer or the Dealers
to publish or supplement a prospectus for such offer.
If the Issue Terms in respect of any Securities includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area. 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 EU Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling
the Securities or otherwise making them available to retail investors in the European Economic
Area has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the European Economic Area may be unlawful under the EU
PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities does not specify "Prohibition of Sales to EEA Retail Investors" to be not applicable but
where the Dealer subsequently prepares and publishes a key information document under the EU
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 in the
European Economic Area as described in the above paragraph and in such legend shall no longer
apply.
Offering restrictions in the United Kingdom
This Base Prospectus has been prepared on the basis that any offer of Securities in the United
Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the
requirement to publish a prospectus for offers of Securities, where "UK Prospectus Regulation"
means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended, the "EUWA") and regulations made thereunder.
Accordingly, any person making or intending to make an offer in the United Kingdom of Securities
which are the subject of an offering contemplated in this Base Prospectus as completed by the Final
Terms 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 section 85 of the
Financial Services and Markets Act 2000 (as amended, the "FSMA") or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.
None of the Issuers, Guarantors or the Dealers have authorised, nor do they authorise, the making
of any offer of Securities in circumstances in which an obligation arises pursuant to section 85 of
the FSMA or the UK Prospectus Regulation for the Issuer or the Dealers to publish or supplement
a prospectus for such offer.
If the Issue Terms in respect of any Securities includes a legend entitled "Prohibition of Sales to
UK Retail Investors", the Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in
the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of UK domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions
of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in the UK Prospectus Regulation. Consequently,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK

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domestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities does not specify "Prohibition of Sales to UK Retail Investors" to be not applicable but
where the Dealer subsequently prepares and publishes a key information document under the UK
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 in the United
Kingdom 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 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 to non-U.S. Persons in offshore transactions in accordance
with Regulation S under the Securities Act ("Regulation S"). 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)).
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; provided,
however, that this restriction shall not apply to a U.S. Person that is an affiliate (as defined in Rule 405
under the Securities Act) of the Issuer. Hedging transactions involving "equity securities" of "domestic
issuers" (as each such term is defined in the Securities Act and regulations thereunder) may be conducted
only in compliance with the Securities Act, and hedging transactions must be conducted only in
compliance with the Commodity Exchange Act.
JPMCFC has not registered, nor intends to register, as an investment company under the U.S. 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.
JPMSP (as defined herein) has not registered, nor intends to register, as an investment company under
the Investment Company Act.
For a description of certain additional restrictions on offers and sales of the Securities, on distribution of
this Base Prospectus and the relevant Issue Terms 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 entitled
"Subscription and Sale" and "Purchaser representations and requirements and transfer restrictions".
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 Base Prospectus 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 Base Prospectus
is accurate or complete.

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General restriction on distribution of this Base Prospectus
The distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus 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 Base Prospectus 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 Base
Prospectus and related Issue Terms
No person has been authorised to give any information or to make any representation other than as
contained in this Base Prospectus 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, any of the
Dealers or J.P. Morgan Securities plc as arranger (the "Arranger").
The information in this Base Prospectus (and any supplement) is subject to change
Neither the delivery of this Base Prospectus 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 Base Prospectus
has been most recently supplemented 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 Base Prospectus has been most recently supplemented 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 notice
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.
Disclaimer by Arranger and Dealers
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. 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
Base Prospectus. 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
Base Prospectus 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 Base Prospectus 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 Base Prospectus 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 Base Prospectus 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

viii

financieel toezicht). However, they are permitted to issue Securities in The Netherlands under the
Netherlands Financial Supervision Act.
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 Issue
Terms 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.
CREST Depository Interests
If specified in the relevant Issue Terms, investors may hold indirect interests in Securities issued by
JPMSP through Euroclear UK & International 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.
EU Benchmarks Regulation
Amounts payable under the Securities may be calculated or otherwise determined by reference to a base
rate, an index or a combination of indices. Any such base rate or index may constitute a benchmark for
the purposes of the EU Benchmarks Regulation (Regulation (EU) 2016/1011) (the "EU Benchmarks
Regulation"). If any such base rate or index does constitute such a benchmark the applicable Final Terms
will indicate whether or not the benchmark is provided by an administrator included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 of the EU Benchmarks Regulation. Not every base rate or
index will fall within the scope of the EU Benchmarks Regulation. Furthermore, transitional provisions
in the EU Benchmarks Regulation may have the result that the administrator of a particular benchmark
is not required to appear in the register of administrators and benchmarks at the date of the applicable
Final Terms. The registration status of any administrator under the EU Benchmarks Regulation is a
matter of public record and, save where required by applicable law, we do not intend to update the
applicable Final Terms to reflect any change in the registration status of the administrator. As at the date
of this Base Prospectus, the European Money Markets Institute (the administrator of EURIBOR) is
included in the register of administrators and benchmarks maintained by the ESMA but each of ICE
Benchmark Administration Limited (the administrator of LIBOR), the Federal Reserve Bank of New
York (the administrator of SOFR), the Bank of England (the administrator of SONIA), the European
Central Bank (the administrator of STR) and the Bank of Japan (the administrator of TONA) is not
included in the register of administrators and benchmarks maintained by the ESMA.
Defined terms
An index of defined terms is set out on pages 839 to 853 of this Base Prospectus.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to:
J.P. Morgan
·
"JPMorgan Chase" are to JPMorgan Chase & Co. and its consolidated subsidiaries.
·
"JPMorgan Chase Bank" are to JPMorgan Chase Bank, N.A. and its consolidated subsidiaries.
·
"JPMorgan Chase Bank, N.A. Guarantee" are to the guarantee provided by JPMorgan Chase
Bank, N.A. (in its capacity as a guarantor) in respect of Securities issued by JPMSP.

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·
"JPMorgan Chase & Co. Guarantee" are to the guarantee provided by JPMorgan Chase &
Co. (in its capacity as a guarantor) in respect of Securities issued by JPMCFC.
·
"Guarantee" or "relevant Guarantee" are to (i) in respect of Securities issued by JPMCFC,
the JPMorgan Chase & Co. Guarantee, or (ii) in respect of Securities issued by JPMSP, the
JPMorgan Chase Bank, N.A. Guarantee (as applicable).
·
"JPMCFC" are to JPMorgan Chase Financial Company LLC.
·
"JPMSP" are to J.P. Morgan Structured Products B.V.
Currencies
·
"euro", "EUR" and "" are to the lawful single currency of the member states of the European
Union that have adopted and continue to retain a common single currency through monetary
union in accordance with European Union treaty law (as amended from time to time).
·
"Sterling" and "£" are to the lawful currency of the United Kingdom.
·
"U.S.$", "USD", "$" and "U.S. Dollars" are to United States dollars.
JPMCFC restrictions
Notwithstanding anything else in this Base Prospectus, JPMCFC will not issue Securities in the form of
Warrants and Securities issued by JPMCFC will not be subject to physical delivery.

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