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JPMorgan Chase Financial Company LLC Announces Threshold Price, Initial Reference Price and Deemed Conversion Rate for Cash-Settled Equity Linked Notes Linked to the Common Stock of Voya Financial, Inc. Due May 1, 2023

JPM | May 1, 2018

Following the pricing of its offering of $600 million of cash-settled equity linked notes linked to the common stock of Voya Financial, Inc. (“Voya”) due May 1, 2023 (the “Notes”), JPMorgan Chase Financial Company LLC (the “Issuer”) today announces the threshold price, initial reference price and deemed conversion rate of the Notes. The Notes were sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). JPMorgan Chase & Co. will fully and unconditionally guarantee the Issuer’s obligations under the Notes.

The threshold price of the Notes has been set at $68.38972, representing a 30% premium over the initial reference price of $52.60748, which equals the arithmetic average of the volume-weighted average prices of one share of Voya common stock over the five consecutive trading days beginning on, and including, April 25, 2018 and ending on, and including, May 1, 2018. The deemed conversion rate of the Notes, which is equal to $1,000 divided by the threshold price, will be approximately 14.6221.

Settlement and delivery of the Notes is expected to take place on May 2, 2018.

The Notes have not been and will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About JPMorgan Chase & Co.

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.6 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

Investment suitability must be determined individually for each investor, and the Notes may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice.

Investors should consult with their own advisors as to these matters.