Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 24 2023 - 02:42PM
Edgar (US Regulatory)

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 - 236659
and 333 - 236659 - 01 Market Linked Securities — Auto - Callable
with Leveraged Upside Participation and Fixed Percentage Buffered
Downside Principal at Risk Securities Linked to the Lowest
Performing of the Common Stock of Amazon.com, Inc. and the Common
Stock of Apple Inc. due April 6, 2026 Fact Sheet dated March 24,
2023 to Preliminary Pricing Supplement dated March 24, 2023 Summary
of Terms Issuer: JPMorgan Chase Financial Company LLC Guarantor:
JPMorgan Chase & C0. Underlying Stocks: The common stock of
Amazon.com, Inc. (Bloomberg ticker: AMZN) and the common stock of
Apple Inc. (Bloomberg ticker: AAPL) Pricing Date 1 : March 31, 2023
Issue Date 1 : April 5, 2023 Final Calculation Day 1, 2 : March 30,
2026 Stated Maturity Date 1, 2 : April 6, 2026 Principal Amount:
$1,000 per security (100% of par) Automatic Call: If the stock
closing price of the lowest performing Underlying Stock on the call
date is greater than or equal to its starting price, the securities
will be automatically called, and on the call settlement date,
investors will receive the principal amount plus the call premium.
Call Premium: At least 22.00% of the principal amount (the actual
call premium will be provided in the pricing supplement) Call Date
1, 2 : April 5, 2024 Call Settlement Date: Five business days after
the call date Maturity Payment Amount: If the securities are not
automatically called on the call date, the “maturity payment
amount” per security will equal: If the ending price of the lowest
performing Underlying Stock on the final calculation day is greater
than its starting price: $1,000 + ($1,000 î stock return of the
lowest performing Underlying Stock on the final calculation day î
upside participation rate); If the ending price of the lowest
performing Underlying Stock on the final calculation day is less
than or equal to its starting price, but greater than or equal to
its threshold price: $1,000; or If the ending price of the lowest
performing Underlying Stock on the final calculation day is less
than its threshold price: $1,000 + [$1,000 î (stock return of the
lowest performing Underlying Stock on the final calculation day +
buffer amount)] Lowest Performing Underlying Stock On the call date
or the calculation date, the Underlying Stock with the lowest stock
return on that day Starting Price: For each Underlying Stock, its
stock closing price on the pricing date Ending Price: For each
Underlying Stock, its stock closing Underlying Stock on the final
calculation day Upside Participation Rate: 150% Buffer Amount 15%
Threshold Price: For each Underlying Stock, 85% of its starting
price Stock Return: For the call date or the final calculation day
and for each Underlying Stock: (stock closing price on that day –
starting price) / starting price Calculation Agent: J.P. Morgan
Securities LLC (“JPMS”) Denominations: $1,000 and any integral
multiple of $1,000 CUSIP: 48133VGS3 Fees and Commissions: Up to
2.575% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us
that dealers, including Wells Fargo Advisors (“WFA”), may receive
2.00% of WFS’s fee, and WFA may also receive a distribution expense
fee of 0.075%. In addition, with respect of certain securities sold
in this offering, JPMS may pay a fee of up to 0.35% 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. 1 Subject to change 2 Subject to postponement
Hypothetical Payout Profile* *Assumes a call premium equal to the
lowest possible call premium that may be determined on the pricing
date If the securities are automatically called, the positive
return on the securities will be limited to the call premium, even
if the stock closing price of the lowest performing Underlying
Stock on the call date significantly exceeds its starting price. If
the securities are automatically called, you will not have the
opportunity to participate in any appreciation of the lowest
performing Underlying Stock on the final calculation day at the
upside participation rate. If the securities are not automatically
called and the ending price of the lowest performing Underlying
Stock on the final calculation day is less than the threshold
price, you will have 1 - to - 1 downside exposure to the decrease
in the price of that Underlying Stock from its starting price and
will lose some, and possibly up to 85%, of the principal amount of
your securities at maturity. 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 $959.70 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 $930.00 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/1665650/000121390023022711/ea
151820_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 of
the Lowest Performing Underlying Stock on the Final Calculation Day
Is Less Than Its Threshold Price, You Will Lose Up to 85% of the
Principal Amount of Your Securities at Maturity. If the Securities
Are Automatically Called, the Return on the Securities Will Be
Limited to the Call Premium. 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. You Are Exposed to the Risk of Decline in the Price of Each
Underlying Stock Your Payment at Maturity Will Be Determined by the
Lowest Performing Underlying Stock You Will Be Subject to Risks
Resulting from the Relationship Between the Underlying Stocks No
Interest or 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 Tax Consequences of an
Investment in the Securities Are Uncertain. 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 any Underlying Stock
Issuer The Anti - Dilution Protection Is Limited and May Be
Discretionary. The Maturity Payment Amount Will Depend upon the
Performance of Each Underlying Stock and Therefore the Securities
Are Subject to Risks Associated with each Underlying Stock, Each as
Discussed in More Detail 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 the this offering will arrange to send you the
prospectus and each prospectus 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.
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