Electric car maker Tesla will stop accepting Bitcoin as a payment

Tesla to stop accepting Bitcoin for car paymentsPALO ALTOThe Associated Press

Electric car maker Tesla will stop accepting Bitcoin as a payment, CEO Elon Musk tweeted on Wednesday, citing environmental concerns.



“We are concerned about rapid increasing use of fossil fuels for Bitcoin mining and transactions, especially coal, which has the worst emissions of any fuel,” Musk said on Twitter. He added that cryptocurrency is a “good idea on many levels” but its promise cannot come at a “great cost to the environment.”

Tesla, he added, won’t be selling any of the Bitcoin it owns.

The price of bitcoin fell about 5% to $51,847 after Musk’s comments on Twitter. Tesla’s stock finished Wednesday down 4.4%.

Tesla said in February that it had invested around $1.5 billion in Bitcoin and it planned to begin accepting the digital currency as payment “soon.” The fair market value of Tesla’s Bitcoin holdings as of March 31 was $2.48 billion, according to securities filings.

Bitcoin relies on computers, which rely on electricity, to exist. The number of computers and the energy needed to power them is rising — the growing value of bitcoin is directly tied to the amount of energy it uses.

Bitcoin miners unlock bitcoins by solving complex, unique puzzles. As the value of bitcoin goes up, the puzzles become increasingly more difficult, and it requires more computer power to solve them. Estimates on how much energy Bitcoin uses vary.

A 2019 study by researchers at the Technical University of Munich and the Massachusetts Institute of Technology concluded that, in late 2018, the entire bitcoin network was responsible for up to 22.9 million tons of CO2 per year — similar to a large Western city or an entire developing country like Sri Lanka. Total global emissions of the greenhouse gas from the burning of fossil fuels were about 37 billion tons last year.
https://www.breitbart.com/news/tesla-to-stop-accepting-bitcoin-for-car-payments/
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Investor: ‘Greedy Bankers’ Like Jamie Dimon Are the ‘Only Reason Bitcoin Exists’
JP Morgan Chase head honcho helped make bitcoin, says investor Ross Gerber

Sean Burch | September 13, 2017 @ 1:53 PM
Last Updated: September 13, 2017 @ 2:11 PM

JP Morgan Chase CEO Jamie Dimon may not believe in bitcoin — but banks like his are the reason it exists, a prominent investment manager tells TheWrap.

Bitcoin prices have tumbled from $4,200 to $3,900 in the last 24 hours, after Dimon called the online currency a “fraud” on Tuesday.

But investor Ross Gerber says that’s pretty rich, coming from someone that presided over a bank that needed a $12 billion government bailout in 2008.

“The only reason Bitcoin exists is because these greedy bankers went bankrupt in ’08,” Gerber told TheWrap. “They destabilized the world’s financial system to such a point that these guys came up with an algorithm to come up with their own money, because our system was so broken by the likes of Jamie Dimon and his banking buddies.”

“The only reason Bitcoin exists is because of Jamie Dimon,” Gerber, the president and CEO of Los Angeles-based Gerber Kawasaki Wealth and Investment Management, continued.

Dimon didn’t mince words himself when talking about bitcoin at several investor conferences in New York City, saying it’s “just not a real thing.”

“It’s worse than tulip bulbs. It won’t end well. Someone is going to get killed,” said Dimon at a Barclays meeting. “Currencies have legal support. It will blow up.”

Topping it off, Dimon said he’d “fire in a second” any JP Morgan Chase employee trading bitcoin. He might not want to check Linkedin, where more than 50 JP Mogran Chase workers have “blockchain” — bitcoin’s underlying “ledger” technology — in their profiles.


Bitcoin was created in January 2009 by Satoshi Nakamoto — only months after the collapse of the U.S. housing market. Bitcoin isn’t subject to government regulation, but each transaction is marked on its immutable digital ledger.

Gerber told TheWrap that he, like Dimon, was skeptical of cryptocurrency at first. But he invested in bitcoin two years ago, after his friends convinced him its decentralized technology was a worthwhile bet.

“At that time, I was like, ‘Why would you not believe in America? Why would you not believe in our monetary system?'”

Gerber said there are still “enormous risks” involved with bitcoin, and that it will deal with growing pains as it continues to become a more widely accepted form of payment. Online currency exchanges shuttering on a whim — like Mt. Gox vanishing in 2014, along with $460 million worth of bitcoin — has made many investors wary. But the current political climate has made it clear to Gerber our financial system isn’t as foolproof as it seemed in 2015.

Since Trump took office, bitcoin speculators have been smiling from ear-to-ear. Its price has quadrupled since the president’s inauguration on Jan. 20. In the meantime, it has become increasingly popular across the globe, with Japan legalizing it as a payment method, and Russian President Vladimir Putin putting $100 million into bitcoin “mining” — the computer technology that generates new bitcoin.

Bitcoin has taken a hit in the last week, between China cracking down on domestic cryptocurrency exchanges and Dimon’s comments. But Gerber believes Dimon, banks, and “their corrupt business models” have only contributed to the hazy political culture and made bitcoin more appealing.

“Let’s be real, Jamie. It’s here and it’s not going away in this Trump era,” said Gerber. “Anybody who thinks a decentralized monetary system is a bad idea, hasn’t been looking around the world recently.”

6 Tech Giants Shaking Up News, From Jeff Bezos to Laurene Powell Jobs (Photos)
bezos powell
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Tech is increasingly intertwined with news, for better or worse

Tech leaders are increasingly intertwined with the news business. While some want to support old properties, one set out to destroy a new one. Here they are.

https://www.thewrap.com/why-the-only-reason-bitcoin-exists-is-because-of-jamie-dimon/

JPMorgan To Launch Cryptocurrency Exposure Basket With 11 'Bitcoin Stocks' Including MicroStrategy And Square

Benzinga Staff
March 10, 2021·2 min read

JPM
-1.59%

JPMorgan Chase & Co. (NYSE: JPM) is planning to launch a new product that will give investors exposure to cryptocurrency through eleven Bitcoin proxy stocks.

What Happened: According to a filing with the SEC, the new product is a debt instrument titled JPMorgan’s Cryptocurrency Exposure Basket (Mar 2021), which contains an “unequally weighted” basket of reference stocks that either own cryptocurrency or operate business linked to it.

The debt instrument allocates 20% to MicroStrategy Incorporated (NASDAQ: MSTR) and 18% to Square Inc (NYSE: SQ) – two companies that declared their Bitcoin investments early on.

Cryptocurrency mining company Riot Blockchain Inc (NASDAQ: RIOT) and cryptocurrency mining chip manufacturer NVIDIA Corporation (NASDAQ: NVDA) were also given a sizable allocation of 15% each.

Together these stocks make up about 68% of the Basket, noted the bank n in the prospectus.

“We expect that generally the market value of your notes and your payment at maturity will depend to a greater extent on the performance of these four Reference Stocks.”

Other portfolio stocks included Paypal Holdings Inc (NASDAQ: PYPL), Advanced Micro Devices, Inc. (NASDAQ: AMD), and Silvergate Capital Corp (NYSE: SI).

Notably, Tesla Inc (NASDAQ: TSLA) that holds over $1.5 billion worth of Bitcoin, is not on JPMorgan's list.

Why It Matters: A few weeks ago, strategists from JPMorgan endorsed a one percent allocation towards cryptocurrency in a note to clients.

The analysts said that such an allocation would serve as a hedge against inflation in traditional asset classes like stocks, bonds, and commodities.

Whether or not this was done as a precursor to launching more crypto-centric products, the underlying fact is that the Wall Street giant has officially made a U-turn on its previous stance on cryptocurrencies.

In 2017, JPMorgan CEO Jamie Dimon went on record to say that he would fire any trader that buys or sells Bitcoin in a second

https://finance.yahoo.com/news/jpmorgan-launch-cryptocurrency-exposure-basket-152716603.html

Don't say you haven't been warned, about this bitcoin scam. jt

https://www.sec.gov/Archives/edgar/data/1665650/000121390021014251/s131030-fwp.htm

https://www.reddit.com/r/CryptoCurrency/comments/m3vvkr/avoid_jp_morgan_basket_of_companies_with_exposure/

424B2 1 s131027_424b2.htm PRELIMINARY PRICING SUPPLEMENT
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 March 9, 2021

March , 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 Basket of Companies with Exposure to Cryptocurrency (Mar 2021) due May 5, 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 Cryptocurrency Exposure Basket (Mar 2021) of 11 unequally weighted Reference Stocks, which we refer to as the Basket, as reduced by the Basket Deduction of 1.50%. Notwithstanding the name of the Basket, the notes do not provide direct exposure to cryptocurrencies and the performance of the Basket may not be correlated with the price of any particular cryptocurrency, such as bitcoin.
· The Reference Stocks in the Basket represent the common stocks / American depositary shares of 11 U.S.-listed companies that operate businesses that we believe to be, directly or indirectly, related to cryptocurrencies or other digital assets, including as a result of bitcoin holdings, cryptocurrency technology products, cryptocurrency mining products, digital payments or bitcoin trading. The weights of the Reference Stocks were determined based in part on exposure to bitcoin, correlation to bitcoin and liquidity. The Basket may be subject to extreme price volatility and rapid and substantial decreases in price over the term of the notes.
· Because the Class A common stocks of MicroStrategy Incorporated and Square, Inc. and the common stocks of Riot Blockchain, Inc. and NVIDIA Corporation make up 68.00% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend to a greater extent on the performance of these four Reference Stocks.
· 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 March 31, 2021 and are expected to settle on or about April 6, 2021.
· CUSIP: 48129KAR1
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-4 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. In no event will these selling commissions exceed $5.00 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 $984.00 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 $900.00 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 indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.

Guarantor: JPMorgan Chase & Co.

Basket: The notes are linked to the J.P. Morgan Cryptocurrency Exposure Basket (Mar 2021) (the “Basket”), an unequally weighted basket consisting of 11 Reference Stocks of U.S.-listed companies that operate businesses that we believe to be, directly or indirectly, related to cryptocurrencies or other digital assets, including as a result of bitcoin holdings, cryptocurrency technology products, cryptocurrency mining products, digital payments or bitcoin trading, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement. The weights of the Reference Stocks were determined based in part on exposure to bitcoin, correlation to bitcoin and liquidity.

Stock Weight: With respect to each Reference Stock, as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement

Basket Deduction: 1.50%

Pricing Date: On or about March 31, 2021

Original Issue Date (Settlement Date): On or about April 6, 2021

Observation Date *: May 2, 2022

Maturity Date*: May 5, 2022

* Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement

Payment at Maturity:

At maturity you will receive a cash payment, for each $1,000 principal amount note, calculated as follows:

$1,000 × (1 + Basket Return – Basket Deduction)

In no event, however, will the payment at maturity be less than $0.

If the Final Basket Value is less than or equal to the Initial Basket Value or does not exceed the Initial Basket Value by at least 1.50%, you will lose some or all of your principal amount at maturity.

Basket Return:

(Final Basket Value – Initial Basket Value)
Initial Basket Value

Initial Basket Value: Set equal to 100 on the Pricing Date

Final Basket Value: The closing level of the Basket on the Observation Date

Closing Level of the Basket:

100 × [1 + sum of (Stock Return of each Reference Stock × Stock Weight of that Reference Stock)]

A level of the Basket may be published on the Bloomberg Professional® service (“Bloomberg”) under the Bloomberg ticker JPINCEG1. Any levels so published are for informational purposes only and are not binding in any way with respect to the notes. Although that level may appear under that Bloomberg ticker during the term of the notes, any such level may not be the same as the closing level of the Basket determined by the calculation agent for the 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 Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

Key Terms Relating to the Reference Stocks

Reference Stock Bloomberg
Ticker Symbol Stock Weight Initial Value
Class A common stock of MicroStrategy Incorporated, par value $0.001 per share MSTR 20.00%
Class A common stock of Square, Inc., par value $0.0000001 per share SQ 18.00%
Common stock of Riot Blockchain, Inc., no par value RIOT 15.00%
Common stock of NVIDIA Corporation, par value $0.001 per share NVDA 15.00%
Common stock of PayPal Holdings, Inc., par value $0.0001 per share PYPL 10.00%
Common stock of Advanced Micro Devices, Inc., par value $0.01 per share AMD 5.00%
American depositary shares, each representing five common shares, par value NT$10.00 per share, of Taiwan Semiconductor Manufacturing Company Limited TSM 5.00%
Common stock of Intercontinental Exchange, Inc., par value $0.01 per share ICE 4.00%
Class A common stock of CME Group Inc., par value $0.01 per share CME 4.00%
Common stock of Overstock.com, Inc., par value $0.0001 per share OSTK 2.00%
Class A common stock of Silvergate Capital Corporation, par value $0.01 per share SI 2.00%
PS-2 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

Hypothetical Payout Profile

The following table and graph illustrate the hypothetical total return at maturity on the notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume the following:

· an Initial Basket Value of 100.00; and
· a Basket Deduction of 1.50%.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and graph have been rounded for ease of analysis.

Final Basket Value Basket Return Total Return on the Notes Payment at Maturity (1)
165.00 65.00% 63.50% $1,635.00
150.00 50.00% 48.50% $1,485.00
140.00 40.00% 38.50% $1,385.00
130.00 30.00% 28.50% $1,285.00
120.00 20.00% 18.50% $1,185.00
110.00 10.00% 8.50% $1,085.00
105.00 5.00% 3.50% $1,035.00
101.50 1.50% 0.00% $1,000.00
101.00 1.00% -0.50% $995.00
100.00 0.00% -1.50% $985.00
95.00 -5.00% -6.50% $935.00
90.00 -10.00% -11.50% $885.00
80.00 -20.00% -21.50% $785.00
70.00 -30.00% -31.50% $685.00
60.00 -40.00% -41.50% $585.00
50.00 -50.00% -51.50% $485.00
40.00 -60.00% -61.50% $385.00
30.00 -70.00% -71.50% $285.00
20.00 -80.00% -81.50% $185.00
10.00 -90.00% -91.50% $85.00
1.50 -98.50% -100.00% $0.00
1.00 -99.00% -100.00% $0.00
0.00 -100.00% -100.00% $0.00
(1) In no event will the payment at maturity be less than $0.
PS-3 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Basket Returns detailed in the table above (-50% to 50%). There can be no assurance that the performance of the Index will result in the return of any of your principal amount.

How the Notes Work

Investors will receive at maturity a cash payment, for each $1,000 principal amount note, equal to $1,000 × (1 + Basket Return – Basket Deduction). The Basket Deduction is 1.50%.

Upside Scenario:

· If the closing level of the Basket increases 5.00%, investors will receive at maturity a 3.50% return, or $1,035.00 per $1,000 principal amount note.
Par Scenario:

· If the closing level of the Basket increases 1.50%, investors will receive at maturity the principal amount of their notes.
Downside Scenario:

· If the closing level of the Basket declines 50.00%, investors will lose 51.50% of their principal amount and receive only $485.00 per $1,000 principal amount note at maturity, calculated as follows:
$1,000 × (1 + -50.00% – 1.50%) = $485.00

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.

Selected Risk Considerations

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and product supplement.

Risks Relating to the Notes Generally

· YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. The amount payable at maturity, if any, will reflect the performance of the Basket, subject to a reduction by the Basket Deduction. Because the Basket Deduction reduces the Basket Return, if the Final Basket Value is less than or equal to the Initial Basket Value or does not exceed the Initial Basket Value by at least 1.50%, you will lose some or all of your principal amount at maturity.



PS-4 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

· THE BASKET DEDUCTION WILL REDUCE THE RETURN ON THE NOTES AT MATURITY —
Because the Basket Deduction of 1.50% is deducted from the Basket Return, the return on the notes at maturity will be 1.50% less than the Basket Return, regardless of whether the Basket has appreciated or depreciated, provided that the payment at maturity will not be less than $0. In addition, even if the Basket has appreciated but the Basket Return is less than 1.50%, you will lose up to 1.50% of your principal amount at maturity.


· CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.

· AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of our securities. Aside from the initial capital contribution from JPMorgan Chase & Co., substantially all of our assets relate to obligations of our affiliates to make payments under loans made by us or other intercompany agreements. As a result, we are dependent upon payments from our affiliates to meet our obligations under the notes. If these affiliates do not make payments to us and we fail to make payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.

· THE NOTES DO NOT PAY INTEREST.
· CORRELATION (OR LACK OF CORRELATION) OF THE REFERENCE STOCKS —
The notes are linked to an unequally weighted Basket composed of 11 Reference Stocks. Because the Class A common stocks of MicroStrategy Incorporated and Square, Inc. and the common stocks of Riot Blockchain, Inc. and NVIDIA Corporation make up 68.00% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend to a greater extent on the performance of these four Reference Stocks. In calculating the Final Basket Value, an increase in the price of one share of one of the Reference Stocks may be moderated, or more than offset, by lesser increases or declines in the prices of one share of the other Reference Stocks. In addition, high correlation of movements in the prices of one share of the Reference Stocks during periods of negative returns among the Reference Stocks could have an adverse effect on the payment at maturity on the notes.

· YOU WILL NOT RECEIVE DIVIDENDS ON ANY REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO ANY REFERENCE STOCK.
· LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.

· THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCERTAIN —
You should evaluate an investment in the notes in light of your particular circumstances.

If you are a Non-U.S. Holder, we expect that implicit dividend equivalent amounts will be withheld upon at a rate of 30%, subject to the possible reduction of that rate under an applicable income tax treaty, unless that income is effectively connected with your conduct of a trade or business in the United States (and, if an applicable treaty so requires, attributable to a permanent establishment in the United States), in which case, in order to avoid withholding, you will likely be required to provide a properly completed IRS Form W-8ECI. Any “effectively connected income” from your notes, which includes any gain from the sale or settlement of your notes that is treated as effectively connected with your conduct of a United States trade or business, will be subject to U.S. federal income tax, and will require you to file U.S. federal income tax returns, in each case in the same manner as if you were a U.S. Holder. If you are not a United States person, you should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes in light of your particular circumstances.

We will not pay any additional amounts with respect to any withholding tax.

· THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimum for the estimated value of the notes.

PS-5 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)


Risks Relating to Conflicts of Interest

· POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product supplement.

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes

· THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.

· THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.

· THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.

· THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period. Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by JPMS (and which may be shown on your customer account statements).

· SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.

· SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the level of the Basket. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors —

PS-6 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement.

Risks Relating to the Basket

· NO AFFILIATION WITH ANY REFERENCE STOCK ISSUER —
We have not independently verified any of the information about any Reference Stock issuer contained in this pricing supplement. You should undertake your own investigation into each Reference Stock and its issuer. We are not responsible for any Reference Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.

· THE BASKET MAY BE SUBJECT TO EXTREME PRICE VOLATILITY AND RAPID AND SUBSTANTIAL DECREASES OVER THE TERM OF THE NOTES —
Some of the Reference Stocks and the Basket as a whole have recently experienced extreme price volatility. See “The Basket — Historical Information” below. The Basket could be subject to rapid and substantial decreases in price over the term of the notes. See also “— The notes are subject to risks relating to cryptocurrencies” below.

· THE INVESTMENT STRATEGY REPRESENTED BY THE BASKET MAY NOT BE SUCCESSFUL —
The Reference Stocks in the Basket represent the common stocks / American depositary shares of 11 U.S.-listed companies that operate businesses that we believe to be, directly or indirectly, related to cryptocurrencies or other digital assets, including as a result of bitcoin holdings, cryptocurrency technology products, cryptocurrency mining products, digital payments or bitcoin trading. The weights of the Reference Stocks were determined based in part on exposure to bitcoin, correlation to bitcoin and liquidity. The Basket does not, however, offer direct exposure to cryptocurrencies or other digital assets. You should undertake your own investigation into each Reference Stock and its issuer, and you should make your own determination as to the potential effect of events relating to cryptocurrencies or other digital assets on each Reference Stock. The Reference Stocks include equity securities of operating companies that focus on or have exposure to a wide variety of industries, and the economic fortunes of some Reference Stocks may not be significantly tied to cryptocurrencies or other digital assets. Currently, there are few public companies for which cryptocurrencies or other digital assets represent an attributable and significant revenue or profit stream, and cryptocurrencies and other digital assets may not ultimately have a material effect on the economic returns of some of the Reference Stocks. In addition, cryptocurrencies or other digital assets represent a new technology, and the issuers of the Reference Stocks may fail to implement digital asset business plans or the costs of doing so may outweigh the benefits. The issuers of the Reference Stocks may also be highly dependent on the successful development of new and proprietary technologies. The issuers of the Reference Stocks may be adversely affected by regulatory changes, competition from new and existing market entrants, obsolescence of technology, short product cycles, changes in exchange rates and increasing regulation.

· THE NOTES ARE SUBJECT TO RISKS RELATING TO CRYPTOCURRENCIES —
Cryptocurrencies are digital assets designed to act as a medium of exchange and do not represent legal tender. Cryptocurrencies are susceptible to theft, loss, destruction and fraud. Cryptocurrency is an emerging asset class, and regulation in the United States is still developing, including with respect to market integrity, anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state and/or foreign governments may restrict the use and exchange of cryptocurrencies. The market prices of bitcoin and other cryptocurrencies have been subject to extreme fluctuations. If cryptocurrency markets continue to be subject to sharp fluctuations, the Reference Stocks may be adversely affected. Cryptocurrency exchanges and other trading venues on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other currencies. Cryptocurrency exchanges may stop operating or permanently shut down due to fraud, technical glitches, hackers or malware, which may also affect the prices of cryptocurrencies. Events that negatively affect cryptocurrencies may negatively affect the performance of the Reference Stocks and the Basket.

· THE REFERENCE STOCKS ARE CONCENTRATED IN THE INFORMATION TECHNOLOGY SECTOR AND IN THE DIGITAL PAYMENT AND CRYPTOCURRENCY TECHNOLOGY INDUSTRIES —
A substantial portion of the Reference Stocks has been issued by companies whose business is associated with the information technology sector or in the digital payment or cryptocurrency technology industries. Because the value of the notes is determined by the performance of the Basket consisting of the Reference Stocks, an investment in these notes will be concentrated in that sector and those industries. As a result, the value of the notes may be subject to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory occurrence affecting that sector and those industries than a different investment linked to securities of a more broadly diversified group of issuers.

PS-7 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)


· THERE ARE IMPORTANT DIFFERENCES BETWEEN THE RIGHTS OF HOLDERS OF THE AMERICAN DEPOSITARY SHARES (“ADSs”) OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED AND THE RIGHTS OF HOLDERS OF THE COMMON SHARES TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED —
There are important differences between the rights of holders of the ADSs of Taiwan Semiconductor Manufacturing Company Limited and the rights of holders of the common shares of Taiwan Semiconductor Manufacturing Company Limited, which we refer to as the underlying stock. For example, the issuer of the underlying stock may make distributions in respect of the underlying stock that are not passed on to the holders of the ADSs of Taiwan Semiconductor Manufacturing Company Limited. Any such differences between the rights of holders of the underlying stock may be significant and may materially and adversely affect the value of the ADSs of Taiwan Semiconductor Manufacturing Company Limited and, as a result, the notes.

· RISKS ASSOCIATED WITH NON-U.S. SECURITIES WITH RESPECT TO THE ADSs OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED —
The ADSs of Taiwan Semiconductor Manufacturing Company Limited have been issued by a non-U.S. company. Investments in securities linked to the value of such non-U.S. equity securities involve risks associated with the home countries of the issuers of those non-U.S. equity securities.

· EMERGING MARKETS RISK WITH RESPECT TO THE ADSs OF TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED —
The ADSs of Taiwan Semiconductor Manufacturing Company Limited have been issued by a non-U.S. company conducting its business in an emerging markets country (Taiwan). Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

· LIMITED TRADING HISTORY WITH RESPECT TO THE CLASS A COMMON STOCK OF SILVERGATE CAPITAL CORPORATION —
The Class A common stock of Silvergate Capital Corporation commenced trading on the New York Stock Exchange on November 7, 2019 and therefore has limited historical performance. Accordingly, historical information for this Reference Stock is available only since the applicable date listed above. Past performance should not be considered indicative of future performance.

· IN SOME CIRCUMSTANCES, THE PAYMENT YOU RECEIVE ON THE NOTES MAY BE BASED ON THE VALUE OF CASH, SECURITIES (INCLUDING SECURITIES OF OTHER ISSUERS) OR OTHER PROPERTY DISTRIBUTED TO HOLDERS OF A REFERENCE STOCK UPON THE OCCURRENCE OF A REORGANIZATION EVENT —
Following certain corporate events relating to a Reference Stock where its issuer is not the surviving entity, a liquidation of a Reference Stock issuer or other reorganization events affect a Reference Stock issuer as described in the accompanying product supplement, a portion of any payment on the notes may be based on the common stock (or other security) of a successor to that Reference Stock issuer or any cash or any other assets distributed to holders of that Reference Stock in the relevant corporate event. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the notes. The specific corporate events that can lead to these adjustments and the procedures for selecting the Exchange Property (as defined in the accompanying product supplement) are described in the accompanying product supplement.

· THE ANTI-DILUTION PROTECTION FOR EACH REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect a Reference Stock. The calculation agent may make adjustments in response to events that are not described in the accompanying product supplement to account for any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a holder of the notes in making these determinations.

PS-8 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

The Basket

Notwithstanding the name of the Basket, the notes do not provide direct exposure to cryptocurrencies and the performance of the Basket may not be correlated with the price of any particular cryptocurrency, such as bitcoin. The return on the notes is linked to the J.P. Morgan Cryptocurrency Exposure Basket (Mar 2021) (the “Basket”), an unequally weighted basket consisting of 11 Reference Stocks of U.S.-listed companies that operate businesses that we believe to be, directly or indirectly, related to cryptocurrencies or other digital assets, including as a result of bitcoin holdings, cryptocurrency technology products, cryptocurrency mining products, digital payments or bitcoin trading. The weights of the Reference Stocks were determined based in part on exposure to bitcoin, correlation to bitcoin and liquidity. The Basket may be subject to extreme price volatility and rapid and substantial decreases in price over the term of the notes. Because the Class A common stocks of MicroStrategy Incorporated and Square, Inc. and the common stocks of Riot Blockchain, Inc. and NVIDIA Corporation make up 68.00% of the Basket, we expect that generally the market value of your notes and your payment at maturity will depend to a greater extent on the performance of these four Reference Stocks.

All information contained in this pricing supplement on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources, without independent verification. Each Reference Stock is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the exchange provided in the table below, which we refer to as the relevant exchange for purposes of that Reference Stock in the accompanying product supplement. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided in the table below, and can be accessed through www.sec.gov.

We do not make any representation that these publicly available documents are accurate or complete. We obtained the closing prices below from Bloomberg, without independent verification. The closing prices below may have been adjusted by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.

Reference Stock Bloomberg
Ticker Symbol Relevant Exchange SEC File Number Closing Price on
March 8, 2021
Class A common stock of MicroStrategy Incorporated, par value $0.001 per share MSTR The NASDAQ Stock Market 000-24435 $624.19
Class A common stock of Square, Inc., par value $0.0000001 per share SQ New York Stock Exchange 001-37622 $201.87
Common stock of Riot Blockchain, Inc., no par value RIOT The NASDAQ Stock Market 001-33675 $38.98
Common stock of NVIDIA Corporation, par value $0.001 per share NVDA The NASDAQ Stock Market 000-23985 $463.73
Common stock of PayPal Holdings, Inc., par value $0.0001 per share PYPL The NASDAQ Stock Market 001-36859 $226.09
Common stock of Advanced Micro Devices, Inc., par value $0.01 per share AMD The NASDAQ Stock Market 001-07882 $73.96
American depositary shares, each representing five common shares, par value NT$10.00 per share, of Taiwan Semiconductor Manufacturing Company Limited TSM New York Stock Exchange 001-14700 $113.93
Common stock of Intercontinental Exchange, Inc., par value $0.01 per share ICE New York Stock Exchange 001-36198 $113.74
Class A common stock of CME Group Inc., par value $0.01 per share CME The NASDAQ Stock Market 001-31553 $214.04
Common stock of Overstock.com, Inc., par value $0.0001 per share OSTK The NASDAQ Stock Market 000-49799 $61.83
Class A common stock of Silvergate Capital Corporation, par value $0.01 per share SI New York Stock Exchange 001-39123 $109.01
PS-9 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)


According to publicly available filings of the relevant Reference Stock issuer with the SEC:

· MicroStrategy Incorporated is an enterprise analytics software and services company.
· Square, Inc. offers software, hardware and services to help sellers run their businesses and financial products and services to help individuals manage their money.
· Riot Blockchain, Inc. is engaged in cryptocurrency mining operations and has invested in blockchain-focused technologies.
· NVIDIA Corporation designs and markets graphics processing units (GPU) and offers GPU-based visual computing and accelerated computing platforms that address four markets: gaming, professional visualization, data center and automotive.
· PayPal Holdings, Inc. is a technology platform and digital payments company that enables digital and mobile payments on behalf of consumers and merchants worldwide.
· Advanced Micro Devices, Inc. is a global semiconductor company, primarily offering x86 microprocessors, as standalone devices or as incorporated into an accelerated processing unit, chipsets, discrete and integrated graphics processing units (“GPUs”), data center and professional GPUs and development services; and server and embedded processors, semi-custom System-on-Chip products, development services and technology for game consoles. Advanced Micro Devices, Inc. also sells or licenses portions of its intellectual property portfolio.
· Taiwan Semiconductor Manufacturing Company Limited, a Taiwanese company, is a dedicated foundry in the semiconductor industry.
· Intercontinental Exchange, Inc. is a provider of marketplace infrastructure, data services and technology solutions to a range of customers, including financial institutions, corporations and government entities.
· CME Group Inc. is a company that enables clients to trade futures, options, cash and over-the-counter markets, manage portfolios and analyze data.
· Overstock.com, Inc. (i) is an online retailer; (ii) operates a business that is developing products and solutions that leverage blockchain technology to generate efficiencies and increase security and control in six areas: identity management, property rights and management, central banking and currencies, capital markets, supply chains and commerce, and voting systems; and (iii) operates another business whose primary focus is on the development and adoption of digital securities.
· Silvergate Capital Corporation is a provider of financial infrastructure solutions and services to participants in the digital currency industry.
Historical Information

The first graph sets forth the historical performance of the Basket as a whole based on the weekly historical closing prices of one share of each Reference Stock from November 8, 2019 through March 5, 2021. The graph of the historical performance of the Basket assumes that the closing level of the Basket on November 8, 2019 was 100 and that the Stock Weights of the Reference Stocks were as specified under “Key Terms Relating to the Reference Stocks” in this pricing supplement on that date. The other graphs below set forth the historical performance of the Reference Stocks (other than the Class A common stock of Silvergate Capital Corporation) from January 8, 2016 through March 5, 2021 and the historical performance of the Class A common stock of Silvergate Capital Corporation based on the weekly historical closing prices of one share of the Class A common stock of Silvergate Capital Corporation from November 8, 2019 through March 5, 2021. The Class A common stock of Silvergate Capital Corporation commenced trading on the New York Stock Exchange on November 7, 2019 and therefore has limited historical performance.

The historical closing levels of the Basket and the historical closing prices of one share of each Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the Basket on the Observation Date or the closing prices of one share of any Reference Stock on the Pricing Date or the Observation Date. There can be no assurance that the performance of the Basket will result in the return of any of your principal amount.

PS-10 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

PS-11 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

PS-12 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

PS-13 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

PS-14 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

Tax Treatment

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-II. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.

Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice.

Regulations under Code Section 871(m) impose a 30% withholding tax (or a lower rate under an applicable treaty) on certain “dividend equivalents” paid or deemed paid to non-U.S. Holders with respect to derivatives linked to U.S. stocks, even in cases where the derivatives do not provide for payments explicitly linked to dividends. Moreover, the applicable Treasury regulations generally require a “look through” of certain partnerships that own stock of U.S. corporations. Accordingly, the applicable Treasury regulations can deem non-U.S. investors to be receiving dividend equivalents in respect of those underlying U.S. stocks even if no payments on the notes are directly traceable to any such dividends. Each such linked U.S. stock and U.S. stock owned by an applicable partnership is an “Underlying Security.”

Section 871(m) generally applies to notes that substantially replicate the economic performance of one or more Underlying Securities, as determined upon issuance, based on tests set forth in the applicable Treasury regulations (a “Specified Security”). We intend to treat the notes as Specified Securities and therefore as being subject to Section 871(m).

We have estimated the implicit dividend equivalent amounts relating to all Underlying Securities with respect to a note as set forth in the table below. We will treat these amounts as paid on the dates set forth in the table below. If you are a non-U.S. Holder, you should expect withholding agents to withhold 30% (or a lower rate under the dividend provision of an applicable income tax treaty) of the estimated implicit dividend equivalent amounts from your payment at maturity, if not sooner, based on the payment schedule listed in the table below. Furthermore, if you sell or otherwise dispose of the notes prior to maturity, you should expect withholding agents to withhold 30% (or a lower rate under the dividend provision of an applicable income tax treaty) of any estimated implicit dividend equivalent amounts that have accrued on the notes and that have not already been withheld on. We will not provide any further information concerning the actual dividend equivalent amounts, which may differ from our estimated implicit dividend equivalent amounts. You should consult your tax adviser regarding the application of these rules.

Our determinations (including with respect to the dividend equivalent amounts) are generally binding on you, but are not binding on the IRS, and the IRS may disagree with our determinations. Section 871(m) is complex and its application may depend on your particular circumstances. You should consult your tax adviser regarding the application of Section 871(m) to the notes.

We will not pay any additional amounts with respect to any withholding tax.
PS-15 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

Reference Stock Bloomberg
Ticker Symbol Deemed Payment
Dates Expected Dividend
Amounts
Class A common stock of MicroStrategy Incorporated, par value $0.001 per share MSTR N/A $0
Class A common stock of Square, Inc., par value $0.0000001 per share SQ N/A $0
Common stock of Riot Blockchain, Inc., no par value RIOT N/A $0
Common stock of NVIDIA Corporation, par value $0.001 per share NVDA June 2, 2021 $0.16
August 30, 2021 $0.16
December 1, 2021 $0.16
February 22, 2022 $0.16
Common stock of PayPal Holdings, Inc., par value $0.0001 per share PYPL N/A $0
Common stock of Advanced Micro Devices, Inc., par value $0.01 per share AMD N/A $0
Common stock of Intercontinental Exchange, Inc., par value $0.01 per share ICE June 14, 2021 $0.33
September 14, 2021 $0.33
December 14, 2021 $0.33
March 14, 2022 $0.36
Class A common stock of CME Group Inc., par value $0.01 per share CME June 8, 2021 $0.90
September 8, 2021 $0.90
December 8, 2021 $0.90
December 28, 2021 $2.50
March 8, 2022 $0.95
Common stock of Overstock.com, Inc., par value $0.0001 per share OSTK N/A $0
Class A common stock of Silvergate Capital Corporation, par value $0.01 per share SI N/A $0


The Estimated Value of the Notes

The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this pricing supplement.

The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is

PS-16 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.

The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy notes from you in secondary market transactions.

The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” in this pricing supplement.

Secondary Market Prices of the Notes

For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.

Supplemental Use of Proceeds

The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile of the notes and “The Basket” in this pricing supplement for a description of the market exposure provided by the notes.

The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.

Supplemental Plan of Distribution

We expect that delivery of the notes will be made against payment for the notes on or about the Original Issue Date set forth on the front cover of this pricing supplement, which will be the third business day following the Pricing Date of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Additional Terms Specific to the Notes

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any

PS-17 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)

changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes, in which case we may reject your offer to purchase.

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these notes are a part, and the more detailed information contained in the accompanying product supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

· Product supplement no. 4-II dated November 4, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320021467/crt_dp139322-424b2.pdf
· Prospectus supplement and prospectus, each dated April 8, 2020:
http://www.sec.gov/Archives/edgar/data/19617/000095010320007214/crt_dp124361-424b2.pdf
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to JPMorgan Financial.

PS-18 | Structured Investments

Insight Notes Linked to the J.P. Morgan Basket of Companies with Exposure to Cryptocurrency (Mar 2021)


https://www.sec.gov/Archives/edgar/data/0001665650/000121390021014247/s131027_424b2.htm

SOMETHING TO THINK ABOUT

Press Release
SEC Charges J.P. Morgan and Credit Suisse With Misleading Investors in RMBS Offerings
FOR IMMEDIATE RELEASE
2012-233

Washington, D.C., Nov. 16, 2012 —
In coordination with the federal-state Residential Mortgage-Backed Securities Working Group, the Securities and Exchange Commission today charged J.P. Morgan Securities LLC and Credit Suisse Securities (USA) with misleading investors in offerings of residential mortgage-backed securities (RMBS). The firms agreed to settlements in which they will pay more than $400 million combined, and the SEC plans to distribute the money to harmed investors.

The SEC alleges that J.P. Morgan misstated information about the delinquency status of mortgage loans that provided collateral for an RMBS offering in which it was the underwriter. J.P. Morgan received fees of more than $2.7 million, and investors sustained losses of at least $37 million on undisclosed delinquent loans. J.P. Morgan also is charged for Bear Stearns' failure to disclose its practice of obtaining and keeping cash settlements from mortgage loan originators on problem loans that Bear Stearns had sold into RMBS trusts. The proceeds from this bulk settlement practice were at least $137.8 million.

J.P. Morgan has agreed to pay $296.9 million to settle the SEC's charges.

According to the SEC's order against Credit Suisse, the firm similarly failed to accurately disclose its practice of retaining cash for itself from the settlement of claims against mortgage loan originators for problems with loans that Credit Suisse had sold into RMBS trusts and no longer owned. Credit Suisse also made misstatements in SEC filings about when it would repurchase mortgage loans from trusts if borrowers missed the first payment due. The firm made $55.7 million in profits and losses avoided from its bulk settlement practice, and its investors lost more than $10 million due to Credit Suisse's practices concerning first payment defaults.

Credit Suisse has agreed to pay $120 million to settle the SEC's charges.

"In many ways, mortgage products such as RMBS were ground zero in the financial crisis," said Robert Khuzami, Director of the SEC's Division of Enforcement. "Misrepresentations in connection with the creation and sale of mortgage securities contributed greatly to the tremendous losses suffered by investors once the U.S. housing market collapsed. Today's actions involving RMBS securities are a continuation of the SEC's strong efforts to pursue wrongdoing committed in connection with the financial crisis."

Mr. Khuzami is a co-chair of the RMBS Working Group, which brings together federal and state agencies to investigate those responsible for misconduct that contributed to the financial crisis through the pooling and sale of RMBS.

RMBS Working Group Co-Chair and U.S. Attorney for the District of Colorado John Walsh said, "Today's filings represent significant steps towards the accomplishment of the Working Group's mission - to investigate and confront the abuses in the residential mortgage-backed securities market that significantly contributed to the Financial Crisis. The Working Group model allows the Department of Justice to lend a hand to other enforcement partners around the country who, in turn, have their own unique resources, talents, and legal tools to contribute to the effort. And the Justice Department's efforts in this area have benefited from SEC's work on its own cases."

RMBS Working Group Co-Chair and New York State Attorney General Eric Schneiderman said, "Today's actions are another step forward in the process of bringing accountability for the misconduct that led to the collapse of the housing market. We will continue to work together on behalf of consumers and investors to ensure that it never happens again."

According to the SEC's complaint against J.P. Morgan filed in federal court in Washington D.C., federal regulations under the securities laws require the disclosure of delinquency information related to assets that provide collateral for an asset-backed securities offering. Information about the delinquency status of mortgage loans in an RMBS transaction is important to investors because those loans are the primary source of funds by which investors can earn interest and obtain repayment of their principal.

The SEC alleges that in the prospectus supplement for the $1.8 billion RMBS offering that occurred in December 2006, J.P. Morgan made materially false and misleading statements about the loans that provided collateral for the transaction. The firm represented that only four loans (.04 percent of the total loans collateralizing the transaction) were delinquent by 30 to 59 days, and that those four were the only loans that had had an instance of delinquency of 30 or more days in the 12 months prior to the "cut-off date" for the transaction. However, at the time J.P. Morgan made these representations, the firm actually had information showing that more than 620 loans (above 7 percent of the total loans collateralizing the transaction) were, and had been, 30 to 59 days delinquent, and the four loans represented as being 30 to 59 days delinquent were in fact 60 to 89 days delinquent.

The SEC's complaint also alleges that Bear Stearns' bulk settlements covered loans collateralizing 156 different RMBS transactions issued from 2005 to 2007. Loan originators were usually required by contract to buy back loans that suffered early payment defaults or had other defects. However, Bear Stearns frequently negotiated discounted cash settlements with these loan originators in lieu of a buy-back on loans that were owned by the RMBS trusts. The firm - both before and after the merger with J.P. Morgan - then kept most of the bulk settlement proceeds. The firm failed to disclose the practice to investors who owned the loans. Bear Stearns repurchased only about 13 percent of these defective bulk settlement loans from the trusts, compared to a nearly 100 percent repurchase rate when loan originators agreed to buy back the defective loans. For most loans covered by bulk settlements, the firm collected money from originators without paying anything to the trusts.

J.P. Morgan settled the SEC's charges by consenting to pay $50.5 million in disgorgement and prejudgment interest and a $24 million penalty for the delinquency misstatements, which the SEC will seek to distribute to harmed investors in the transaction through a Fair Fund. J.P. Morgan agreed to pay $162,065,536 in disgorgement and prejudgment interest and a $60.35 million penalty for the bulk settlement practice misconduct, and the SEC will seek to distribute these funds to harmed investors through a separate Fair Fund. J.P. Morgan consented, without admitting or denying the allegations, to the entry of a final judgment permanently enjoining them from violating Section 17(a)(2) and (3) of the Securities Act of 1933. The settlement is subject to court approval.

According to the SEC's order instituting a settled administrative proceeding against Credit Suisse, the firm and its affiliated entities misled investors in 75 different RMBS transactions through the bulk settlement practice. From 2005 to 2010, Credit Suisse frequently negotiated bulk settlements with loan originators in lieu of a buy-back of loans that were owned by the RMBS trusts. Credit Suisse kept the bulk settlement proceeds for itself and failed to disclose the practice to investors who owned the loans. In nine of the 75 RMBS trusts, Credit Suisse failed to comply with offering document provisions that required it to repurchase certain early defaulting loans. Credit Suisse also applied different quality review procedures for loans that it sought to put back to originators, instituted a practice of not repurchasing such loans from trusts unless the originators had agreed to repurchase them, and failed to disclose the bulk settlement practice when answering investor questions about early payment defaults.

The SEC's order also found that Credit Suisse made misleading statements about a key investor protection known as the First Payment Default (FPD) provision in two RMBS offerings. The FPD provision required the mortgage loan originator to repurchase or substitute loans that missed payments shortly before or after they were securitized. Credit Suisse misled investors by falsely claiming that "all First Payment Default Risk" was removed from its RMBS, and at the same time limiting the number of FPD loans that were put back to the originator.

Credit Suisse settled the SEC's charges by consenting to pay $68,747,769 in disgorgement and prejudgment interest and a $33 million penalty, which the SEC will seek to distribute through a Fair Fund to harmed investors in the 75 RMBS transactions affected by the bulk settlement practice. Credit Suisse agreed to pay $12,256,561 in disgorgement and prejudgment interest and a $6 million penalty, which the SEC will seek to distribute through a separate Fair Fund to harmed investors in the two transactions affected by the FPD misstatements. Credit Suisse agreed to an order, without admitting or denying the allegations, requiring them to cease and desist from violations of Section 17(a)(2) and (3) of the Securities Act and Section 15(d) of the Securities Exchange Act of 1934.

These investigations were conducted by members of the SEC Enforcement Division's Structured and New Products Unit in both the Denver and Washington, D.C. offices, including Zachary Carlyle, Mark Cave, Sarra Cho, Allison Herren Lee, Laura Metcalfe, Colin Rand, Thomas Silverstein, John Smith, Andrew Sporkin, Amy Sumner, and Jeffrey Weiss. The trial unit members assigned to this matter were Dugan Bliss, Kyle DeYoung, Jan Folena, and Christian Schultz. The Enforcement Division was assisted by Eugene Canjels and Vance Anthony in the Division of Risk, Strategy and Financial Innovation. The SEC thanks the other agencies who are members of the RMBS Working Group for their assistance and cooperation regarding these enforcement actions.

"These actions demonstrate that we intend to hold accountable those who misled investors through poor disclosures in the sale of RMBS and other financial products commonly marketed and sold during the financial crisis. Our efforts in that regard continue," said Kenneth Lench, Chief of the SEC Enforcement Division's Structured and New Products Unit.

* * *

Today's announcement is part of the ongoing efforts of President Obama's Financial Fraud Enforcement Task Force's Residential Mortgage-Backed Securities (RMBS) Working Group, a federal and state law enforcement effort focused on investigating fraud and abuse in the RMBS market that helped lead the 2008 financial crisis. The RMBS Working Group brings together more than 200 attorneys, investigators, analysts and staff from dozens of state and federal agencies including the Department of Justice together with 10 U.S. Attorneys' Offices and the FBI, the Securities and Exchange Commission, the Department of Housing and Urban Development (HUD), HUD's Office of Inspector General, the Federal Housing Finance Agency's Office of Inspector General, the Office of the Special Inspector General for the Troubled Asset Relief Program, the Federal Reserve Board's Office of Inspector General, the Recovery Accountability and Transparency Board, the Financial Crimes Enforcement Network, and more than 10 state attorneys general offices around the country.

The Working Group is led by five co-chairs: Director of Enforcement for the SEC Robert Khuzami, New York State Attorney General Eric Schneiderman, Assistant Attorney General for the Justice Department's Criminal Division Lanny Breuer, Principal Deputy Assistant Attorney General for the Justice Department's Civil Division Stuart Delery and U.S. Attorney for the District of Colorado John Walsh. The RMBS Working Group Coordinator is Matthew Stegman. For more information about the RMBS working group and the Financial Fraud Enforcement Task Force, which is chaired by Attorney General Eric Holder, visit: www.stopfraud.gov
https://www.sec.gov/litigation/admin/2012/33-9368.pdf
https://www.sec.gov/litigation/complaints/2012/comp-pr2012-233.pdf
Speech
Remarks During News Conference Call About Enforcement Actions Against J.P. Morgan and Credit Suisse
Robert Khuzami
Director of the SEC’s Division of Enforcement
U.S. Securities and Exchange Commission
Washington, D.C.

Nov. 16, 2012

A basic tenet of our nation’s financial system is that investors must be given accurate information upon which to base their investment decisions.

If a major investment bank misleads investors and places its own interests first, it is not just the investors who suffer, but the credibility of our financial system as well.

That is why we work every day to find evidence of wrongdoing and to pursue such wrongdoing whenever and wherever it occurs. Indeed, in the last two years the SEC has brought the two highest numbers of enforcement actions in the agency’s history.

Today, we are announcing actions against two major investment firms that will pay a combined total of almost $420 million for engaging in misconduct in connection with hundreds of residential mortgage backed securities — transactions that involve the pooling together of residential mortgages that are then securitized and sold to investors by Wall Street.

In these two cases, the Commission is charging J.P. Morgan Securities LLC and Credit Suisse Securities (USA) with violating the federal securities law by misleading investors in connection with the securitizations of what were primarily subprime mortgage loans — during a time when the quality of the collateral for these transactions was deteriorating.

J.P. Morgan
In the J.P. Morgan action, the firm has agreed to pay $296.5 million to resolve charges that they made materially false and misleading disclosures related to two practices, among others.

Issuance Delinquency
The first practice involved a December 2006 transaction in which the firm issued approximately $1.8 billion of securities collateralized by more than 9,600 subprime loans.

In offering documents for that transaction, J.P. Morgan represented that as of the cut-off date, only four loans, representing .04 percent of the underlying collateral, were 30 to 59 days delinquent. And those offering documents further indicated that those four loans were the only loans that had had an instance of delinquency of 30 or more days in the preceding 12 months.

Loan delinquencies are an important representation for an investor because it is the loans that underlie their investment. And if the loan performs badly or defaults, the investor will not get repaid.

We allege in our complaint that when J.P. Morgan made these representations, the firm actually had information that these representations were false. In fact, the information they possessed showed that more than 620 loans — more than 7 percent of the collateral — were 30 or more days delinquent. These same 620 loans were also among those that had had instances of delinquency of 30 or more days in the preceding 12 months.

Investors were thus denied important information about the quality of their investment — information that J.P. Morgan had and failed to disclose to investors.

Bulk Settlement
The second practice in the J.P. Morgan case involved what is known as bulk settlements — a practice that involved conduct in connection with 156 transactions offered between 2005 and 2007.

As the Commission alleges in the complaint, loan originators were usually required by contract to buy back loans that suffered early payment defaults or had other defects. Initially, when Bear Stearns asserted these so-called “early payment default” provisions, it would swap the money for the loan, meaning it would get the money from the originator, put the money in the trust, and take the faulty loan out of the trust.

As a result, the RMBS investors would not be harmed.

That practice changed, however, as Bear Stearns began negotiating discounted cash settlements with these loan originators instead of buying the loan back from the trust. They did not want to repurchase the loan from the trust because the settlements were discounted, meaning that they were for less than the full price of the loan.

If they had to buy the loan back from the trust, they would have to pay 100 cents on the dollar, or something close to that, which was more than they had received in settlement. And the difference would have been a loss to the firm.

By keeping the settlement proceeds and not repurchasing the loan from the trust, the firm unfairly profited.

The problem, we allege, is that this practice was not disclosed to RMBS investors, the result of which was that the faulty loans stayed in the trust to the detriment of the investors who were relying on the quality of the loans for repayment of their investment.

Credit Suisse
In the Credit Suisse action, the firm has agreed to pay $120 million to resolve charges that they made materially false and misleading disclosures related to two practices, among others.

Bulk Settlement
With respect to Credit Suisse, the first of the two overall violations is the same “bulk settlement” practice that we just described in connection with the case against J.P. Morgan. In the case of Credit Suisse, the misconduct took place from 2005 to 2012 and occurred in 75 different RMBS transactions.

One difference is that in nine of the 75 RMBS trusts, Credit Suisse’s conduct was more troubling than that involving Bear Stearns, since Credit Suisse actually promised in the offering documents that it would repurchase certain early defaulting loans from the trusts, and failed to do so.

First Payment Default
The second violation involving Credit Suisse concerns misleading statements about a key investor protection known as the First Payment Default provision, which was a feature in some of their RMBS offerings. The First Payment Default provision required the originator to repurchase or substitute mortgages that missed a payment by a certain date.

As a result, Credit Suisse told investors that “all First Payment Default Risk” was removed from its RMBS.

In fact, we allege that this was misleading, because Credit Suisse was secretly extending that deadline, the result of which was that fewer loans were subject to this First Payment Default provision. Thus loans that were higher risk and would have been removed from the trust in fact remained in the trust.

Conclusion
Today’s actions are being instituted in coordination with the federal-state Residential Mortgage-Backed Securities Working Group.

I want to thank my Working Group co-chairs: New York Attorney General Eric Schneiderman, Assistant Attorney General for the Justice Department’s Criminal Division Lanny Breuer, Principal Deputy Assistant Attorney General for the Justice Department’s Civil Division Stuart Delery, U.S. Attorney for the District of Colorado John Walsh, as well as the Justice Department’s Acting Associate Attorney General Tony West and all of the members of the Working Group for their assistance and cooperation. This has been a highly successful collaboration, as we have all shared resources and expertise to maximize our effectiveness in investigating misconduct related to RMBS securities.

I particularly want to recognize the SEC staff who have been absolutely dogged in their pursuit of our RMBS investigations, including the two cases filed today. The J.P. Morgan and Credit Suisse investigations were conducted by members of the SEC Enforcement Division’s Structured and New Products Unit in both the Denver and Washington D.C. offices, including Ken Lench, Zachary Carlyle, Mark Cave, Sarra Cho, Allison Herren Lee, Laura Metcalfe, Colin Rand, Thomas Silverstein, John Smith, Andrew Sporkin, Amy Sumner, and Jeffrey Weiss. The Trial Unit members assigned to this matter were Dugan Bliss, Kyle DeYoung, Jan Folena, and Christian Schultz. The Enforcement Division was assisted by Eugene Canjels and Vance Anthony in the Division of Risk, Strategy and Financial Innovation.

Thank you and we’ll be happy to take questions.

Modified: Nov. 20, 2012 https://www.sec.gov/news/speech/2012-spch111612rkhtm
###

https://www.sec.gov/news/press-release/2012-2012-233htm

Press Release
J.P. Morgan Securities Admits to Manipulative Trading in U.S. Treasuries
FOR IMMEDIATE RELEASE
2020-233

Washington D.C., Sept. 29, 2020 —
The Securities and Exchange Commission today announced charges against J.P. Morgan Securities LLC, a broker-dealer subsidiary of JPMorgan Chase & Co., for fraudulently engaging in manipulative trading of U.S. Treasury securities. J.P. Morgan Securities admitted the findings in the SEC's order, and agreed to pay disgorgement of $10 million and a civil penalty of $25 million to settle the action.

The U.S. Department of Justice and the U.S. Commodity Futures Trading Commission today announced parallel actions against JPMorgan Chase & Co. and certain of its affiliates for engaging in manipulative trading in the precious metals and U.S. Treasuries futures and cash markets. A total of more than $920 million, including amounts for criminal restitution, forfeiture, disgorgement, penalties, and fines, is to be paid across the three actions. The DOJ entered into a three-year deferred prosecution agreement with JPMorgan Chase & Co., whereas the CFTC announced settlements with J.P. Morgan Chase & Co., JPMorgan Chase Bank, N.A., and JPMorgan Securities.

According to the SEC's order, between April 2015 and January 2016, certain traders on J.P. Morgan Securities' Treasuries trading desk employed manipulative trading strategies involving Treasury cash securities. The order finds that the traders placed bona fide orders to buy or sell a particular Treasury security, while nearly simultaneously placing non-bona fide orders, which the traders did not intend to execute, for the same series of Treasury security on the opposite side of the market. The order finds that the non-bona fide orders were intended to create a false appearance of buy or sell interest, which would induce other market participants to trade against the bona fide orders at prices that were more favorable to J.P. Morgan Securities than J.P. Morgan Securities otherwise would have been able to obtain. According to the order, after the traders secured beneficially priced executions for the bona fide orders, they promptly cancelled the non-bona fide orders.

"J.P. Morgan Securities undermined the integrity of our markets with this scheme," said Stephanie Avakian, Director of the SEC's Division of Enforcement. "Their manipulative trading of Treasury cash securities created a false appearance of activity in the market and induced other market participants to trade at more favorable prices than J.P. Morgan Securities would have otherwise been able to obtain."

J.P. Morgan Securities agreed to the entry of an order in which it admitted to the SEC's factual findings and that its conduct violated Section 17(a)(3) of the Securities Act of 1933. J.P. Morgan Securities was further ordered to cease and desist from future violations of Section 17(a), was censured, and was ordered to pay disgorgement of $10 million and a civil penalty of $25 million. The civil penalty ordered will be offset by amounts paid by JPMorgan Chase & Co. and its affiliates in the parallel proceedings announced by the DOJ and the CFTC.

The SEC's investigation was conducted by Jessica T. Quinn and Thomas P. Smith, Jr., and supervised by Sanjay Wadhwa, all of the New York Regional Office. The SEC appreciates the assistance of the DOJ and the CFTC.

###
https://www.sec.gov/news/press-release/2020-233

https://www.sec.gov/litigation/admin/2020/33-10858.pdf


Cryptocurrencies
JPMorgan Is Preparing to Offer a Bitcoin Fund to Wealthy Clients
By Hannah Levitt
April 26, 2021, 10:37 AM EDT
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JPMorgan Chase & Co. is preparing to offer a Bitcoin fund to wealthy clients, the latest sign that Wall Street is warming to the largest cryptocurrency after it soared in recent months.


The actively managed fund will be available as soon as this summer, CoinDesk reported Monday, citing sources familiar with the plans. NYDIG will be the custody provider, a person with knowledge of the situation said, asking not to be identified because the decision hasn’t been made public.

Spokespeople for JPMorgan and NYDIG declined to comment.

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Bitcoin rose as much as 12% Monday morning to trade at almost $54,000, the biggest intraday gain since early February.

Wall Street banks are grappling with whether to offer clients exposure to cyptocurrencies after staying mostly on the sidelines as Bitcoin and other tokens surged in popularity. JPMorgan has been taking some of the biggest strides, adding Bitcoin exchanges Coinbase Inc. and Gemini Trust Co. as banking clients last year. The firm also turned to crypto to help speed up corporate payments, launching JPM Coin in 2019.

JPMorgan co-President Daniel Pinto said last week that the firm will “accompany the clients” when it comes to Bitcoin. The biggest U.S. bank joins Morgan Stanley in planning to offer rich clients access to funds that enable ownership of Bitcoin.

Read more: Morgan Stanley to Offer Rich Clients Access to Bitcoin Funds

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