| JPMorgan Chase Financial Company LLC |
| Free Writing Prospectus Filed Pursuant to Rule 433 |
| Registration Statement Nos. 333-270004 and 333-270004-01 |
| Dated April 4, 2024 |
2yr
NKY/SPX/RTY Contingent Income Callable 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. |
| Underlying indices: |
Nikkei 225 Index (Bloomberg Ticker: NKY Index) (the “NKY Index”), S&P 500® Index (Bloomberg Ticker: SPX Index) (the “SPX Index”) and Russell 2000® Index (Bloomberg Ticker: RTY Index) (the “RTY Index”) (each an “underlying index”) |
| Optional early redemption: |
We, at our discretion, may redeem the securities early, in whole but not in part, on any of the contingent payment dates (other than the final contingent payment date) for the early redemption payment. If we intend to redeem your securities early, we will deliver notice to The Depository Trust Company, or DTC, at least three business days before the applicable contingent payment date. Any early redemption of the securities will be at our discretion and will not automatically occur based on the performance of the underlying indices. No further payments will be made on the securities once they have been redeemed. |
| Early redemption payment: |
The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) any contingent quarterly payment otherwise due with respect to the quarterly monitoring period. |
| Contingent quarterly payment: |
· If the closing level of each underlying index is greater than or equal to its downside threshold
level on each day during a quarterly monitoring period, we will pay a contingent quarterly payment of at least $25.00 (at least 2.50%
of the stated principal amount) per security on the related contingent payment date. The actual contingent quarterly payment will be provided
in the pricing supplement.
·
If the closing level of any underlying index is less than its downside threshold level on
any day during a quarterly monitoring period, no contingent quarterly payment will be payable with respect to that quarterly monitoring
period. It is possible that one or more of the underlying indices will be below their respective downside threshold levels on at least
one day during most or all of the quarterly monitoring periods so that you will receive few or no contingent quarterly payments. |
| Payment at maturity: |
· If the final index value of each underlying index is greater than or equal to its downside threshold level: |
(i) the stated principal amount plus, (ii) if the closing level of each underlying index on each day during the final quarterly monitoring period is greater than or equal to its downside threshold level, the contingent quarterly payment with respect to the final quarterly monitoring period. |
| |
· If the final index value of any underlying index is less than its downside threshold level: |
(i) the stated principal amount times (ii) the index performance factor of the worst performing underlying index. This cash payment will be less than 70% of the stated principal amount of the securities and could be zero. |
| Downside threshold level: |
With respect to each underlying index, 70% of its initial index value |
| Quarterly monitoring period: |
With respect to each contingent payment date, the period from but excluding the second immediately preceding determination date (or, in the case of the first determination date, from but excluding the pricing date) to and including the immediately preceding determination date |
| Initial index value: |
With respect to each underlying index, its closing level on the pricing date |
| Final index value: |
With respect to each underlying index, its closing level on the final determination date |
| Worst performing underlying index: |
The underlying index with the worst index performance factor |
| Index performance factor: |
With respect to each underlying index, the final index value divided by the initial index value |
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| Stated principal amount: |
$1,000 per security |
| Issue price: |
$1,000 per security |
| Pricing date: |
Expected to be April 9, 2024 |
| Original issue date (settlement date): |
3 business days after the pricing date |
| Determination dates†: |
July 9, 2024, October 9, 2024, January 9, 2025, April 9, 2025, July 9, 2025, October 9, 2025, January 9, 2026 and April 9, 2026 |
| Contingent payment dates†: |
July 12, 2024, October 15, 2024, January 14, 2025, April 14, 2025, July 14, 2025, October 15, 2025, January 14, 2026 and the maturity date |
| Maturity date†: |
April 14, 2026 |
| CUSIP / ISIN: |
48134XTX3 / US48134XTX39 |
| Preliminary pricing supplement: |
http://www.sec.gov/Archives/edgar/data/
1665650/000121390024030474/ea172606_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 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.
| Hypothetical Payout at Maturity |
Change in Worst Performing Underlying
Index |
Payment at Maturity (excluding the
quarterly coupon payable at
maturity) |
| 50.00% |
$1,000.00 |
| 40.00% |
$1,000.00 |
| 30.00% |
$1,000.00 |
| 20.00% |
$1,000.00 |
| 10.00% |
$1,000.00 |
| 5.00% |
$1,000.00 |
| 0.00% |
$1,000.00 |
| -10.00% |
$1,000.00 |
| -20.00% |
$1,000.00 |
| -30.00% |
$1,000.00 |
| -30.01% |
$699.90 |
| -40.00% |
$600.00 |
| -50.00% |
$500.00 |
| -60.00% |
$400.00 |
| -80.00% |
$200.00 |
| -100.00% |
$0.00 |
JPMorgan Chase Financial Company LLC
2yr
NKY/SPX/RTY Contingent Income Callable Securities
Underlying Indices
For more information about the underlying
indices, 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 guarantee the return of any principal and your investment in the securities may
result in a loss. |
| § | You will not receive any contingent quarterly payment for any quarterly monitoring period if the closing
level of any underlying index is less than its downside threshold level on any day during that quarterly monitoring period. |
| § | The contingent quarterly payment is based on the closing levels of the underlying indices during the
quarterly monitoring periods. |
| § | You are exposed to the price risk of all three underlying indices, with respect to all the contingent
quarterly payments, if any, and the payment at maturity, if any. |
| § | Because the securities are linked to the performance of the worst performing underlying index, you are
exposed to greater risks of no contingent quarterly payments and sustaining a significant loss on your investment than if the securities
were linked to just one underlying index. |
| § | 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. |
| § | Investors will not participate in any appreciation of any underlying index. |
| § | Secondary trading may be limited. |
| § | We may accelerate your securities in our sole discretion and the calculation agent may adjust their final
payment in good faith and in a commercially reasonable manner if a change-in-law event occurs. |
| § | The final terms and estimated valuation of the securities will be provided in the pricing supplement. |
| § | The U.S. federal income 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
Indices
| § | JPMorgan Chase & Co. is currently one of the companies that make up the SPX Index. |
| § | Investing in the securities is not equivalent to investing in any underlying index. |
| § | Adjustments to any underlying index could adversely affect the value of the securities. |
| § | The securities are subject to risks associated with securities issued by non-U.S. companies with respect
to the NKY Index. |
| § | The securities are not directly exposed to fluctuations in foreign exchange rates with respect to the
NKY Index. |
| § | An investment in the securities is subject to risks associated with small capitalization stocks with
respect to the RTY Index. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment
in the securities. |
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.
