Issuer:
JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:
JPMorgan Chase & Co.
Index:
The Dow Jones Industrial AverageTM (Bloomberg ticker: INDU)
Maximum
Return: At least 109.95% (corresponding to a maximum payment at maturity of at least $2,099.50
per $1,000 principal amount note) (to be provided in the pricing supplement)
Upside
Leverage Factor: At least 2.35 (to be provided in the pricing supplement)
Pricing
Date: On or about March 23, 2023
Original
Issue Date (Settlement Date): On or about March 28, 2023
Initial
Averaging Dates*: March 1, 2023, March 2, 2023, March 3, 2023, March 6, 2023, March 7, 2023, March 8, 2023, March 9, 2023,
March 10, 2023, March 13, 2023, March 14, 2023, March 15, 2023, March 16, 2023, March 17, 2023, March 20, 2023, March 21, 2023, March
22, 2023, March 23, 2023, March 24, 2023, March 27, 2023, March 28, 2023, March 29, 2023, March 30, 2023, March 31, 2023, April 3, 2023,
April 4, 2023, April 5, 2023, April 6, 2023, April 10, 2023, April 11, 2023, April 12, 2023, April 13, 2023, April 14, 2023, April 17,
2023, April 18, 2023, April 19, 2023, April 20, 2023, April 21, 2023, April 24, 2023, April 25, 2023, April 26, 2023, April 27, 2023,
April 28, 2023, May 1, 2023, May 2, 2023, May 3, 2023, May 4, 2023, May 5, 2023, May 8, 2023, May 9, 2023, May 10, 2023, May 11, 2023,
May 12, 2023, May 15, 2023, May 16, 2023, May 17, 2023, May 18, 2023, May 19, 2023, May 22, 2023, May 23, 2023, May 24, 2023, May 25,
2023, May 26, 2023 and May 30, 2023
Ending
Averaging Dates*: November 27, 2026, November 30, 2026, December 1, 2026, December 2, 2026, December 3, 2026, December 4, 2026,
December 7, 2026, December 8, 2026, December 9, 2026, December 10, 2026, December 11, 2026, December 14, 2026, December 15, 2026, December
16, 2026, December 17, 2026, December 18, 2026, December 21, 2026, December 22, 2026, December 23, 2026, December 24, 2026, December 28,
2026, December 29, 2026, December 30, 2026, December 31, 2026, January 4, 2027, January 5, 2027, January 6, 2027, January 7, 2027, January
8, 2027, January 11, 2027, January 12, 2027, January 13, 2027, January 14, 2027, January 15, 2027, January 19, 2027, January 20, 2027,
January 21, 2027, January 22, 2027, January 25, 2027, January 26, 2027, January 27, 2027, January 28, 2027, January 29, 2027, February
1, 2027, February 2, 2027, February 3, 2027, February 4, 2027, February 5, 2027, February 8, 2027, February 9, 2027, February 10, 2027,
February 11, 2027, February 12, 2027, February 16, 2027, February 17, 2027, February 18, 2027, February 19, 2027, February 22, 2027, February
23, 2027, February 24, 2027, February 25, 2027, February 26, 2027 and March 1, 2027
Maturity
Date*: March 4, 2027
* Subject to postponement in the event of a market disruption
event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to a Single
Underlying — Notes Linked to a Single Underlying (Other Than a Commodity Index)” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product supplement |
Payment at Maturity:
If the Final Value is greater than 123.00% of the Initial Value, your
payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 × ([(Index Return –
23.00%) × Upside Leverage Factor] + 23.00%)], subject to the Maximum Return
If the Final Value is equal to or less than 123.00% of the Initial Value,
your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If the Final Value is less than the Initial Value, you will lose some
or all of your principal amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value:
The arithmetic average of the closing levels of the Index on the Initial Averaging Dates
Final
Value: The arithmetic average of the closing levels of the Index on the Ending Averaging Dates
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