JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement Nos. 333-236659 and 333-236659-01
Dated November 30, 2022
This document provides a summary of the terms of the PLUS. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, underlying supplement, prospectus supplement and prospectus and the “Risk Considerations” on the following page, prior to making an investment decision.
|Issuer:||JPMorgan Chase Financial Company LLC (“JPMorgan Financial”)|
|Guarantor:||JPMorgan Chase & Co.|
|Underlying index:||EURO STOXX 50® Index (Bloomberg ticker: SX5E Index)|
|Payment at maturity:||
If the final index value is greater than the initial index value, for each $10 stated principal amount PLUS,
$10 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
If the final index value is less than or equal to the initial index value, for each $10 stated principal amount PLUS,
$10 × index performance factor
This amount will be less than or equal to the stated principal amount of $10 per PLUS.
|Leveraged upside payment:||$10 × leverage factor × index percent increase|
|Index percent increase:||(final index value – initial index value) / initial index value|
|Initial index value:||The closing level of the underlying index on the pricing date|
|Final index value:||The closing level of the underlying index on the valuation date|
|Index performance factor:||final index value / initial index value|
|Maximum payment at maturity:||At least $13.00 (at least 130.00% of the stated principal amount) per PLUS|
|Stated principal amount:||$10 per PLUS|
|Issue price:||$10 per PLUS|
|Pricing date:||Expected to be December 16, 2022|
|Original issue date (settlement date):||3 business days after the pricing date|
|Valuation date†:||March 28, 2024|
|Maturity date†:||April 4, 2024|
|CUSIP / ISIN:||48133J289 / US48133J2895|
|Preliminary pricing supplement:||http://www.sec.gov/Archives/edgar/data/|
†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 $9.50 per $10 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 $13.00 per PLUS.
|Change in Underlying Index||Return on the PLUS*|
|*Assumes a maximum payment at maturity of 130.00% of the stated principal amount|
JPMorgan Chase Financial Company LLC
For more information about the underlying index, including historical performance information, see the accompanying preliminary pricing supplement.
The risks identified below are not exhaustive. Please see “Risk Factors” in the accompanying prospectus supplement, product supplement, underlying 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.|
|§||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 Index
|§||Investing in the PLUS is not equivalent to investing in the underlying index.|
|§||Adjustments to the underlying index could adversely affect the value of the PLUS.|
|§||The PLUS are subject to risks associated with securities issued by non-U.S. companies.|
|§||The PLUS are not directly exposed to fluctuations in foreign exchange rates.|
|§||Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment in the PLUS.|
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.