JPMorgan Announces Extension of Exchange Offer Relating to Its Alerian MLP Index ETNs

JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) and JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) announced today that they have extended the expiration date for JPMorgan Financial’s previously announced offer to exchange (the “Exchange Offer”) its Alerian MLP Index ETNs due January 28, 2044 (CUSIP: 48133Q309) (the “New Notes” ) for any and all outstanding Alerian MLP Index ETNs due May 24, 2024 (CUSIP: 46625H365) issued by JPMorgan Chase (the “Old Notes” and together with the New Notes, the “Alerian ETNs”). All payments of principal, interest and other amounts payable on the New Notes will be fully and unconditionally guaranteed by JPMorgan Chase (the “Guarantees”). The Old Notes are listed on NYSE Arca, Inc. (“NYSE Arca”) under the ticker symbol “AMJ.” The New Notes are listed on NYSE Arca under the ticker symbol “AMJB.”

The Exchange Offer was previously scheduled to expire at 5:00 p.m. (New York City time) on April 17, 2024 and will instead expire at 5:00 p.m. (New York City time) on May 8, 2024 (the “Expiration Deadline”), unless further extended or early terminated by JPMorgan Financial, in which case notification to that effect will be given by or on behalf of JPMorgan Financial in accordance with the Prospectus. The expected settlement date for the Exchange Offer will be May 13, 2024.

Except as described in this press release, all other terms of the Exchange Offer remain unchanged.

A Registration Statement on Form S-4 relating to the issuance of the New Notes and the Guarantees pursuant to the Exchange Offer has been filed with the Securities and Exchange Commission and has been declared effective as of February 6, 2024. The Exchange Offer is being made on the terms and subject to the conditions and restrictions set out in the amended and restated prospectus dated April 15, 2024 (the “Prospectus”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Prospectus.

The Old Notes mature on May 24, 2024. The Exchange Offer gives existing holders of the Old Notes (“Noteholders”) an opportunity to exchange their Old Notes for New Notes, which mature on January 28, 2044. The New Notes provide similar exposure to the Alerian MLP Index^® (the “Index”) as the Old Notes, subject to the terms and conditions set forth in the Prospectus.

Noteholders must validly tender (and not validly withdraw) their Old Notes prior to the Expiration Deadline (as extended) if they wish to participate in the Exchange Offer. If a Noteholder has already validly tendered and not withdrawn its Old Notes, such Noteholder is not required to take any further action with respect to such Old Notes and such tender constitutes a valid tender for purposes of the Exchange Offer, as amended hereby. JPMorgan Financial reserves the right to withdraw or terminate the Exchange Offer if any of the conditions set out in the Prospectus are not satisfied and to extend or amend the terms and conditions of the Exchange Offer at any time for any reason.

As of 5:00 p.m., New York City time, on April 12, 2024, approximately 1,442,470 Old Notes had been validly tendered and not validly withdrawn pursuant to the Exchange Offer.

For Further Information

A complete description of the terms and conditions of the Exchange Offer is set out in the Prospectus. Further details about the transaction can be obtained from J.P. Morgan Securities LLC, the Dealer Manager for the Exchange Offer, at 383 Madison Ave., New York, New York 10179, by telephone at 1-800-576-3529 or by email at alerian_etn@jpmorgan.com.

Questions or requests for assistance in connection with the delivery of an Exchange Instruction may be directed to the Exchange Agent, The Bank of New York Mellon, by telephone at 212-815-5362 or by email at ct_reorg_unit_inquiries@bnymellon.com.

Selected Risk Considerations

The New Notes may not be appropriate for all investors. The New Notes are subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase, as guarantor of the notes. You may receive less, and possibly significantly less, than the principal amount of your investment in the New Notes at maturity or early redemption or upon repurchase or sale. Coupon payments on the New Notes will vary and could be zero. There is no actual portfolio of assets in which any investor in the New Notes has any ownership or other interest. Investors in the New Notes do not have voting rights, distribution rights or other rights with respect to the assets included in the tracked index. An investment in the New Notes involves significant risks. For further information regarding risks, please see the section entitled “Risk Factors—Risks Relating to the New Notes Generally” in the Prospectus.

Neither this press release nor the Prospectus constitutes an offer to sell or the solicitation of an offer to buy the Old Notes, the New Notes or the Guarantees in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. The Exchange Offer may be made solely pursuant to the terms and conditions described in the Prospectus. None of JPMorgan Financial, JPMorgan Chase, the Trustee, the Dealer Manager or the Exchange Agent makes any recommendation as to whether you should exchange your Old Notes in the Exchange Offer. In addition, each Noteholder participating in the Exchange Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Prospectus under the section entitled “The Exchange Offer—Noteholder Representations” with respect to the Exchange Offer. Any tender of Old Notes for exchange pursuant to the Exchange Offer from a Noteholder that is unable to make these representations will not be accepted.

About JPMorgan Chase & Co.

JPMorgan Chase & Co. (NYSE: JPM) is a leading financial services firm based in the United States of America (“U.S.”), with operations worldwide. JPMorgan Chase had $4.1 trillion in assets and $337 billion in stockholders’ equity as of March 31, 2024. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers predominantly in the U.S., and many of the world’s most prominent corporate, institutional and government clients globally. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

Investment suitability must be determined individually for each investor, and the Exchange Offer and New Notes may not be appropriate 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.

JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC have filed a Registration Statement (including a prospectus) on Form S-4 with the SEC relating to the Exchange Offer and the New Notes and the related Guarantees. Before you invest, you should read the information and exhibits in the Registration Statement, as amended from time to time, and the information incorporated by reference therein for more complete information about JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC and the Exchange Offer. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC or J.P. Morgan Securities LLC will arrange to send you the prospectus if you so request by calling toll-free 1-800-576-3529.

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