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JPMorgan Chase Financial Company LLC Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. Market Linked Securities |
Filed Pursuant to Rule 433 Registration Statement Nos. 333-270004 and 333-270004-01
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Market Linked Securities—Auto-Callable with Fixed Coupon and Contingent Downside Principal at Risk Securities Linked to the Class A Common Stock of Rivian Automotive, Inc. due January 22, 2025 Fact Sheet dated January 11, 2024 to Preliminary Pricing Supplement dated January 11, 2024 |
Summary of Terms
| Issuer: | JPMorgan Chase Financial Company LLC |
| Guarantor: | JPMorgan Chase & C0. |
| Underlying Stock: | The Class A common stock of Rivian Automotive, Inc. (Bloomberg Ticker: RIVN) (the “Underlying Stock”) |
| Pricing Date1: | January 16, 2024 |
| Issue Date1: | January 19, 2024 |
| Stated Maturity Date1, 2: | January 22, 2025 |
| Principal Amount: | $1,000 per security (100% of par) |
| Coupon Payment: |
On each coupon payment date, you will receive a fixed coupon payment at a per annum rate equal to the coupon rate. Each “coupon payment” will be calculated per security as follows: ($1,000 × coupon rate) / 12 |
| Coupon Payment Dates1, 2: | February 22, 2024, March 21, 2024, April 19, 2024, May 21, 2024, June 21, 2024, July 19, 2024, August 21, 2024, September 19, 2024, October 21, 2024, November 21, 2024, December 19, 2024 and the stated maturity date, unless called earlier, provided that if a call date is postponed, as described under “General Terms of Notes — Postponement of a Determination Date— Notes Linked to a Single Underlying” in the accompanying product supplement, the coupon payment to be made on the coupon payment date immediately following that originally scheduled call date will be made on the date that is three business days after that call date as postponed. If any coupon payment is made on a day after the scheduled coupon payment date, interest on that payment will not accrue during the period from and after the scheduled coupon payment date. |
| Coupon Rate: | At least 19.65% per annum (to be provided in the pricing supplement) |
| Automatic Call: | If the stock closing price of the Underlying Stock on either of the call dates is greater than or equal to the starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the principal amount per security plus a final coupon payment. |
| Call Dates1, 2: | July 16, 2024 and October 16, 2024 |
| Final Calculation Day1, 2: | January 16, 2025 |
| Call Settlement Date1, 2: | Three business days after the applicable call date |
| Maturity Payment Amount (per security): |
If the securities are not automatically called: · If the ending price is greater than or equal to the threshold price: $1,000; or · If the ending price is less than the threshold price: $1,000 + ($1,000 × stock return) |
| Starting Price: | The stock closing price of the Underlying Stock on the pricing date |
| Ending Price: | The stock closing price of the Underlying Stock on the final calculation day |
| Stock Return: | (ending price – starting price) / starting price |
| Threshold Price: | 50% of the starting price |
| Calculation Agent: | J.P. Morgan Securities LLC (“JPMS”) |
| Denominations: | $1,000 and any integral multiple of $1,000 |
| CUSIP: | 48134TRV8 |
Summary of Terms (continued)
| Fees and Commissions: | Up to 1.325% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 0.75% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this offering, JPMS may pay a fee of up to 0.20% to selected dealers in consideration for marketing and other services in connection with the distribution of the securities to other dealers. |
| Tax Considerations: | See the preliminary pricing supplement. |
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1 Subject to change 2 Subject to postponement | |
Hypothetical Payout Profile (Maturity Payment Amount)
If the securities are not automatically called prior to maturity and the ending price is less than the threshold price, you will lose more than 50%, and possibly all, of the principal amount of your securities at maturity.
Any return on the securities will be limited to the sum of your coupon payments. You will not participate in any appreciation of the Underlying Stock, but you will have full downside exposure to the Underlying Stock on the final calculation day if the ending price is less than the threshold price.
The securities are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. 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.
If the securities priced on the date of the accompanying preliminary pricing supplement, the estimated value of the securities would be approximately $963.00 per security. The estimated value of the securities, when the terms of the securities are set, will be provided in the pricing supplement and will not be less than $940.00 per security. See “The Estimated Value of the Securities” in the preliminary pricing supplement for additional information.
Preliminary Pricing Supplement: http://www.sec.gov/Archives/edgar/data/
19617/000121390024003005/ea168300_424b2.htm
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Risk Factors” in the accompanying prospectus supplement and the accompanying product supplement and “Selected Risk Considerations” in the accompanying preliminary pricing supplement.
The securities are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
THIS FACT SHEET DOES NOT PROVIDE ALL OF THE INFORMATION THAT AN INVESTOR SHOULD CONSIDER PRIOR TO MAKING AN INVESTMENT DECISION. This fact sheet should be read in conjunction with the accompanying preliminary pricing supplement, prospectus, prospectus supplement and product supplement.
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” sections in the accompanying prospectus supplement and product supplement. Please review the risk disclosure carefully.
| · | If the Securities Are Not Automatically Called and the Ending Price Is Less Than the Threshold Price, You Will Lose More Than 50%, and Possibly All, of the Principal Amount of Your Securities at Maturity. |
| · | The Potential Return on the Securities Is Limited to the Sum of the Coupon Payments and You Will Not Participate in Any Appreciation of the Underlying Stock. |
| · | You Will Be Subject to Reinvestment Risk. |
| · | The Securities Are Subject to the Credit Risks of JPMorgan Financial and JPMorgan Chase & Co. |
| · | As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and Has Limited Assets. |
| · | Higher Coupon Rates Are Associated with Greater Risk. |
| · | The Benefit Provided by the Threshold Price May Terminate on the Final Calculation Day. |
| · | No Dividend Payments or Voting Rights |
| · | Lack of Liquidity |
| · | The Final Terms and Estimated Valuation of the Securities Will Be Provided in the Pricing Supplement. |
| · | The U.S. Federal Tax Consequences of the Securities Are Uncertain, and May Be Adverse to a Holder of the Securities. |
| · | Potential Conflicts |
| · | 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 JPMS (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. |
| · | Many Economic and Market Factors Will Impact the Value of the Securities. |
| · | No Affiliation with the Underlying Stock Issuer |
| · | Limited Trading History |
| · | The Anti-Dilution Protection Is Limited and May Be Discretionary. |
| · | The Maturity Payment Amount Will Depend upon the Performance of the Underlying Stock and Therefore the Securities Are Subject to Risks Associated with the Underlying Stock, Each as Discussed in the Accompanying Pricing Supplement and Product Supplement. |
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 this offering will arrange to send you the prospectus and each prospectus supplement, underlying supplement as well as any product supplement and preliminary pricing supplement if you so request by calling toll-free 1-866-535-9248.
As used in this fact sheet, “we,” “us” and “our” refer to JPMorgan Financial Company LLC. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.