JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement Nos. 333-270004 and 333-270004-01
Dated December 19, 2023
18m EEM Dual Directional Trigger Jump Securities
This document provides a summary of the terms of 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.
| SUMMARY TERMS | |
| Issuer: | JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
| Guarantor: | JPMorgan Chase & Co. |
| ETF Shares: | Shares of the iShares® MSCI Emerging Markets ETF (Bloomberg ticker: EEM UP Equity) |
| Payment at maturity: |
If the final share price is greater than or equal to the initial share price, for each $1,000 stated principal amount security: $1,000 + upside payment If the final share price is less than the initial share price but greater than or equal to the trigger level, for each $1,000 stated principal amount security: $1,000 + ($1,000 × absolute share return) In this scenario, you will receive a 1% positive return on the securities for each 1% negative return on the ETF Shares. In no event will this amount exceed the stated principal amount plus $100.00. If the final share price is less than the trigger level, for each $1,000 stated principal amount security: $1,000 × share performance factor This amount will be less than the stated principal amount of $1,000, and will represent a loss of more than 10%, and possibly all, of your principal amount. |
| Upside payment: | At least $160.00 per $1,000 stated principal amount security (at least 16.00% of the stated principal amount) |
| Share percent change: | (final share price – initial share price) / initial share price |
| Absolute share return | The absolute value of the share percent change. For example, a -5% share percent change will result in a +5% absolute share return. |
| Initial share price: | The closing price of the ETF Share on the pricing date |
| Final share price: | The closing price of the ETF Share on the valuation date |
| Trigger level: | 90% of the initial share price |
| Share performance factor: | final share price / initial share price |
| Stated principal amount: | $1,000 per security |
| Issue price: | $1,000 per security |
| Pricing date: | Expected to be December 29, 2023 |
| Original issue date (settlement date): | 3 business days after the pricing date |
| Valuation date†: | June 30, 2025 |
| Maturity date†: | July 3, 2025 |
| CUSIP / ISIN: | 48134R5T1 / US48134R5T16 |
| Preliminary pricing supplement: | http://www.sec.gov/Archives/edgar/data/ 1665650/000121390023096882/ea167091_424b2.htm |
†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 securities. 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 Jump Securities Payoff Diagram* |
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*The actual upside payment at maturity will be provided in the pricing supplement and will not be less than $160.00 per security.
| Change in ETF Shares | Return on the Securities* |
| 80.00% | 16.00% |
| 50.00% | 16.00% |
| 40.00% | 16.00% |
| 30.00% | 16.00% |
| 20.00% | 16.00% |
| 16.00% | 16.00% |
| 10.00% | 16.00% |
| 5.00% | 16.00% |
| 1.00% | 16.00% |
| 0.00% | 16.00% |
| -5.00% | 5.00% |
| -10.00% | 10.00% |
| -10.01% | -10.01% |
| -20.00% | -20.00% |
| -30.00% | -30.00% |
| -40.00% | -40.00% |
| -50.00% | -50.00% |
| -60.00% | -60.00% |
| -80.00% | -80.00% |
| -100.00% | -100.00% |
| *Assumes an upside payment at maturity of 16.00% of the stated principal amount | |
JPMorgan Chase Financial Company LLC
18m EEM Dual Directional Trigger Jump Securities
ETF Shares
For more information about the ETF Shares, 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 Securities Generally
| § | The securities do not pay interest or guarantee return of any principal and your investment in the securities may result in a loss. |
| § | Appreciation potential is fixed and limited if the ETF Shares appreciates or remains flat. |
| § | 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 ETF Shares
| § | Investing in the securities is not equivalent to investing in the ETF Shares. |
| § | Adjustments to the ETF Shares or the underlying index could adversely affect the value of the securities. |
| § | There are risks associated with the ETF Shares. |
| § | The performance and market value of the ETF Shares, particularly during periods of market volatility, may not correlate with the performance of the underlying index as well as the net asset value per ETF Share. |
| § | The securities are subject to risks associated with securities issued by non-U.S. companies. |
| § | The securities are subject to currency exchange risk. |
| § | The securities entail emerging markets risk. |
| § | Recent executive orders may adversely affect the performance of the ETF Shares. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment in the securities. |
| § | The anti-dilution protection for the ETF Shares is limited. |
Tax Considerations
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.
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, underlying supplement and preliminary pricing supplement if you so request by calling toll-free 1-866-535-9248.