JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement Nos. 333-270004 and 333-270004-01
Dated May 10, 2023
This document provides a summary of the terms of the Dual Directional Trigger Participation Securities, which we refer to as the securities. 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:||Nasdaq-100 Index® (Bloomberg ticker: NDX Index)|
|Payment at maturity:||
If the final index value is greater than the initial index value, for each $1,000 stated principal amount security:
$1,000 + 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 but is greater than or equal to the trigger level, for each $1,000 stated principal amount security:
$1,000 + ($1,000 × absolute index return)
In this scenario, you will receive a 1% positive return on the securities for each 1% negative return on the underlying index. In no event will this amount exceed the stated principal amount plus $100.00.
If the final index value is less than the trigger level, for each $1,000 stated principal amount security:
$1,000 × index performance factor
This amount will be less than the stated principal amount of $1,000 per security and will represent a loss of more than 10%, and possibly all, of your investment.
|Upside payment:||$1,000 × index percent change|
|Index percent change:||(final index value – initial index value) / initial index value|
|Absolute index return:||The absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return.|
|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|
|Trigger level:||90% of the initial index value|
|Index performance factor:||final index value / initial index value|
|Maximum payment at maturity:||At least $1,255.00 (at least 125.50% of the stated principal amount) per security|
|Stated principal amount:||$1,000 per security|
|Issue price:||$1,000 per security|
|Pricing date:||Expected to be May 31, 2023|
|Original issue date (settlement date):||3 business days after the pricing date|
|Valuation date†:||August 30, 2024|
|Maturity date†:||September 5, 2024|
|CUSIP / ISIN:||48133WNW4 / US48133WNW46|
|Preliminary pricing supplement:||http://www.sec.gov/Archives/edgar/data/|
†Subject to postponement
The estimated value of the securities 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 security. For information about the estimated value of the securities, which likely will be lower than the price you paid for the securities, please see the hyperlink above.
Any payment on the securities is subject to the credit risk of JPMorgan Financial as issuer of the securities, and the credit risk of JPMorgan Chase & Co., as guarantor of the securities.
|Dual Directional Trigger Participation Securities Payoff Diagram*|
*The actual maximum payment at maturity will be provided in the pricing supplement and will not be less than $1,255.00 per security.
|Change in Underlying Index||Return on the Securities*|
|*Assumes a maximum payment at maturity of 125.50% 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 and preliminary pricing supplement for additional information.
Risks Relating to the Securities Generally
|§||The securities do not pay interest or guarantee the return of any principal and your investment in the securities may result in a loss.|
|§||The appreciation potential of the securities if the underlying index has appreciated is limited by the maximum payment at maturity.|
|§||Your maximum downside gain on the securities is limited by the trigger level.|
|§||The securities 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 securities.|
|§||As a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets.|
|§||The benefit provided by the trigger level may terminate on the valuation date.|
|§||Secondary trading may be limited.|
|§||The final terms and estimated valuation of the securities will be provided in the pricing supplement.|
|§||The tax consequences of an investment in the securities 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 securities 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 securities.|
Risks Relating to the Estimated Value and Secondary Market Prices of the Securities
|§||The estimated value of the securities will be lower than the original issue price (price to public) of the securities.|
|§||The estimated value of the securities does not represent future values of the securities and may differ from others’ estimates.|
|§||The estimated value of the securities is derived by reference to an internal funding rate.|
|§||The value of the securities 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 securities for a limited time period.|
|§||Secondary market prices of the securities will likely be lower than the original issue price of the securities.|
|§||Secondary market prices of the securities will be impacted by many economic and market factors.|
Risks Relating to the Underlying Index
|§||The securities are subject to risks associated with securities issued by non-U.S. companies.|
|§||Investing in the securities is not equivalent to investing in the underlying index.|
|§||Adjustments to the underlying index could adversely affect the value of the securities.|
|§||Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment in the securities.|
You should review carefully the discussion in the accompanying preliminary pricing supplement under “Additional Information about the Securities — Tax considerations” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.