JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement Nos. 333-270004 and 333-270004-01
Dated October 18, 2023
18-Month SLB/OXY/NBR/RIG Basket PLUS
This document provides a summary of the terms of the PLUS. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, prospectus supplement and prospectus and the “Risk Considerations” on the following page, prior to making an investment decision.
| SUMMARY TERMS | |
| Issuer: | JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
| Guarantor: | JPMorgan Chase & Co. |
| Basket: | Basket components | Bloomberg
ticker symbol |
Basket
component weighting |
| Common stock of Schlumberger N.V. (Schlumberger Limited) (“SLB”) |
SLB UN Equity | 25.00% | |
| Common stock of Occidental Petroleum Corporation (“OXY”) |
OXY UN Equity | 25.00% | |
| Common shares of Nabors Industries Ltd. (“NBR”) |
NBR UN Equity | 25.00% | |
| Shares of Transocean Ltd. (“RIG”) |
RIG UN Equity | 25.00% |
| Payment at maturity: | If the final basket value is greater than the initial basket value, for each $1,000 stated principal amount PLUS, |
| $1,000 + leveraged upside payment | |
| In no event will the payment at maturity exceed the maximum payment at maturity. | |
| If the final basket value is less than or equal to the initial basket value, for each $1,000 stated principal amount PLUS, | |
| $1,000 × basket performance factor | |
| This amount will be less than or equal to the stated principal amount of $1,000 per PLUS. |
| Leveraged upside payment: | $1,000 × leverage factor × basket percent increase |
| Basket percent increase: | (final basket value – initial basket value) / initial basket value |
| Initial basket value: | Set equal to 100 on the pricing date |
| Final basket value: | The basket closing value on the valuation date |
| Leverage factor: | 300% |
| Basket performance factor: | final basket value / initial basket value |
| Maximum payment at maturity: | At least $1,480.00 (at least 148.00% of the stated principal amount) per PLUS |
| Initial stock value: | With respect to each underlying stock, the closing price of one share of that underlying stock on the pricing date |
| Final stock value: | With respect to each underlying stock, the closing price of one share of that underlying stock on the valuation date |
| Stock adjustment factor: | The stock adjustment factor of each underlying stock is referenced in determining the closing price of one share of that underlying stock and is set initially at 1.0 on the pricing date. The stock adjustment factor of each underlying stock is subject to adjustment in the event of certain corporate events affecting that underlying stock. |
| Stated principal amount: | $1,000 per PLUS |
| Issue price: | $1,000 per PLUS |
| Pricing date: | Expected to be October 24, 2023 |
| Original issue date (settlement date): | 3 business days after the pricing date |
| Valuation date†: | April 24, 2025 |
| Maturity date†: | April 29, 2025 |
| CUSIP / ISIN: | 48134BYD9 / US48134BYD99 |
| Preliminary pricing supplement: | http://www.sec.gov/Archives/edgar/data/1665650/ 000101376223004554/ea163653_424b2.htm |
†Subject to postponement
The estimated value of the PLUS on the pricing date will be provided in the pricing supplement and will not be less than $940.00 per $1,000 stated principal amount PLUS. For information about the estimated value of the PLUS, which likely will be lower than the price you paid for the PLUS, please see the hyperlink above.
Any payment on the PLUS is subject to the credit risk of JPMorgan Financial as issuer of the PLUS, and the credit risk of JPMorgan Chase & Co., as guarantor of the PLUS.
| PLUS Payoff Diagram* |
 |
*The actual maximum payment at maturity will be provided in the pricing supplement and will not be less than $1,480.00 per PLUS.
| Change in Underlying Stock | Return on the PLUS* |
| 50.00% | 48.00% |
| 40.00% | 48.00% |
| 30.00% | 48.00% |
| 20.00% | 48.00% |
| 16.00% | 48.00% |
| 10.00% | 30.00% |
| 5.00% | 15.00% |
| 1.00% | 3.00% |
| 0.00% | 0.00% |
| -10.00% | -10.00% |
| -20.00% | -20.00% |
| -30.00% | -30.00% |
| -40.00% | -40.00% |
| -50.00% | -50.00% |
| -60.00% | -60.00% |
| -80.00% | -80.00% |
| -100.000% | -100.00% |
*Assumes a maximum payment at maturity of 148.00% of the stated principal amount
JPMorgan Chase Financial Company LLC
18-Month SLB/OXY/NBR/RIG Basket PLUS
Basket and Underlying Stocks
For more information about the basket and the underlying stocks, including historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks identified below are not exhaustive. Please see “Risk Factors” in the accompanying prospectus supplement, product supplement and preliminary pricing supplement for additional information
Risks Relating to the PLUS Generally
| § | The PLUS do not pay interest or guarantee the return of any principal and your investment in the PLUS may result in a loss. |
| § | The appreciation potential of the PLUS is limited by the maximum payment at maturity. |
| § | The PLUS are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or credit spreads may adversely affect the market value of the PLUS. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets. |
| § | Correlation (or lack of correlation) of performances between the basket components may reduce the performance of the basket, and changes in the values of the basket components may offset each other. |
| § | Secondary trading may be limited. |
| § | The final terms and estimated valuation of the PLUS will be provided in the pricing supplement. |
| § | The tax consequences of an investment in the PLUS are uncertain. |
Risks Relating to Conflicts of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the PLUS and other affiliates of the issuer may be different from those of investors. |
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the PLUS. |
Risks Relating to the Estimated Value and Secondary Market Prices of the PLUS
| § | The estimated value of the PLUS will be lower than the original issue price (price to public) of the PLUS. |
| § | The estimated value of the PLUS does not represent future values of the PLUS and may differ from others’ estimates. |
| § | The estimated value of the PLUS is derived by reference to an internal funding rate. |
| § | The value of the PLUS as published by J.P. Morgan Securities LLC (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the PLUS for a limited time period. |
| § | Secondary market prices of the PLUS will likely be lower than the original issue price of the PLUS. |
| § | Secondary market prices of the PLUS will be impacted by many economic and market factors. |
Risks Relating to the Underlying Stocks
| § | The underlying stocks are concentrated in the energy sector. |
| § | There are risks associated with investments in securities linked to the values of securities issued by non-U.S. companies with respect to SLB, NBR and RIG |
| § | Investing in the PLUS is not equivalent to investing in the basket or the basket components. |
| § | No affiliation with the issuers of the underlying stocks. |
| § | We may engage in business with or involving an issuer of an underlying stock without regard to your interests. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment in the PLUS. |
| § | The anti-dilution protection for the underlying stocks is limited and may be discretionary. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary pricing supplement under “Additional Information about the PLUS — Tax considerations” concerning the U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax adviser.
SEC Legend: JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a prospectus) with the SEC for any offerings to which these materials relate. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., any agent or any dealer participating in the this offering will arrange to send you the prospectus and each prospectus supplement as well as any product supplement and preliminary pricing supplement if you so request by calling toll-free 1-866-535-9248.