Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
07 Februar 2023 - 12:08PM
Edgar (US Regulatory)

Terms supplement to the prospectus dated April 8, 2020, the
prospectus supplement dated April 8, 2020, the product supplement
no. 4 - II dated November 4, 2020 and the underlying supplement no.
5 - I dated October 13, 2022 North America Structured Investments
Registration Statement Nos. 333 - 236659 and 333 - 236659 - 01
Dated February 2, 2023 Rule 424(b)(3) 5yrNC6m MQUSTVA Auto Callable
Contingent Interest Notes The following is a summary of the terms
of the notes offered by the preliminary pricing supplement
hyperlinked below. Index Overview The MerQube US Tech+ Vol
Advantage Index (the “Index”) attempts to provide a dynamic rules -
based exposure to an unfunded rolling position in E - Mini Nasdaq -
100 futures (the “Futures Contracts”), which reference the Nasdaq -
100 Index ® (the “Constituent”), while targeting a level of implied
volatility, with a maximum exposure to the Futures Contracts of
500% and a minimum exposure to the Futures Contracts of 0%. The
Index is subject to a 6.0% per annum daily deduction. The
Constituent is a modified market capitalization - weighted index of
100 of the largest non - financial securities listed on The Nasdaq
Stock Market based on market capitalization. Summary of Terms
Issuer: Guarantor: Minimum Denomination: Underlying: JPMorgan Chase
Financial Company LLC JPMorgan Chase & Co. $1,000 The MerQube
US Tech+ Vol Advantage Index (Bloomberg ticker: MQUSTVA). The level
of the Index reflects a deduction of 6.0% per annum that accrues
daily. February 23, 2023 February 23, 2028 February 28, 2028
Quarterly At least 12.50%* per annum, paid quarterly at a rate of
at least 3.125%*, if applicable 60.00% of the Initial Value
48133TS48 Pricing Date: Final Review Date: Maturity Date: Review
Dates: Contingent Interest Rate: Interest Barrier/Trigger Value :
CUSIP: Preliminary Pricing Supplement:
http://sp.jpmorgan.com/document/cusip/48133TS48/doctype/Product_Termsheet/document.pd
f Estimated Value : The estimated value of the notes, when the
terms of the notes are set, will not be less than $900.00 per
$1,000 principal amount note. For more information about the
estimated value of the notes, which likely will be lower than the
price you paid for the notes, please see the hyperlink above.
Automatic Call If on any Review Date (other than the first and
final Review Dates) the closing value of the Underlying is greater
than or equal to the Initial Value, the notes will be automatically
called and you will receive a cash payment for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment applicable to that Review Date, payable on the
applicable Call Settlement Date. No further payments will be made
on the notes. Payment at Maturity If the notes have not been
automatically called and the Final Value is greater than or equal
to the Trigger Value, you will receive a cash payment at maturity,
for each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment applicable to the final Review
Date. If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at maturity per
$1,000 principal amount note will be calculated as follows: $1,000
+ ($1,000 î Underlying Return) If the notes have not been
automatically called and the Final Value is less than the Trigger
Value, you will lose more than 40.00% of your principal amount at
maturity and could lose all of your principal amount at maturity.
Investing in the notes linked to the Index involves a number of
risks . See "Selected Risks" on page 2 of this document, "Risk
Factors" in the prospectus supplement and the relevant product
supplement and underlying supplement and "Selected Risk
Considerations" in the relevant pricing supplement . Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or passed upon
the accuracy or the adequacy of this document or the relevant
product supplement or underlying supplement or the prospectus
supplement or the prospectus. Any representation to the contrary is
a criminal offense. Hypothetical Payment at Maturity** Underlying
Return Payment at Maturity (assuming 12.50% per annum Contingent
Interest Rate) 60.00% 40.00% 20.00% 5.00% 0.00% - 5.00% - 20.00% -
30.00% - 40.00% - 40.01% - 50.00% - 60.00% - 80.00% - 100.00%
$1,031.25 $1,031.25 $1,031.25 $1,031.25 $1,031.25 $1,031.25
$1,031.25 $1,031.25 $1,031.25 $599.90 $500.00 $400.00 $200.00 $0.00
J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com This table does not
demonstrate how your interest payments can vary over the term of
your notes. Contingent Interest *If the notes have not been
automatically called and the closing level of the Underlying on any
Review Date is greater than or equal to the Interest Barrier, you
will receive on the applicable Interest Payment Date for each
$1,000 principal amount note a Contingent Interest Payment equal to
at least $31.25 (equivalent to an interest rate of at least 12.50%
per annum, payable at a rate of at least 3.125% per quarter). **The
hypothetical payments on the notes shown above apply only if you
hold the notes for their entire term or until automatically called
. These hypotheticals do not reflect fees or expenses that would be
associated with any sale in the secondary market . If these fees
and expenses were included, the hypothetical payments shown above
would likely be lower . Capitalized terms used but not defined
herein shall have the meanings set forth in the preliminary pricing
supplement . Any payment on the notes is subject to the credit risk
of JPMorgan Chase Financial Company LLC, as issuer of the notes and
the credit risk of JPMorgan Chase & Co . , as guarantor of the
notes .

North America Structured Investments 5yrNC6m MQUSTVA Auto Callable
Contingent Interest Notes Selected Risks Risks Relating to the
Notes Generally Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ ● Your investment in the notes may
result in a loss. The notes do not guarantee any return of
principal. ● The notes do not guarantee the payment of interest and
may not pay interest at all. ● The level of the Index will include
a 6.0% per annum daily deduction. ● Any payment on the notes is
subject to the credit risks of JPMorgan Chase Financial Company LLC
and JPMorgan Chase & Co. Therefore the value of the notes prior
to maturity will be subject to changes in the market’s view of the
creditworthiness of JPMorgan Chase Financial Company LLC or
JPMorgan Chase & Co. As a finance subsidiary, JPMorgan Chase
Financial Company LLC has no independent operations and has limited
assets. The appreciation potential of the notes is limited to the
sum of any Contingent Interest Payments that may be paid over the
term of the notes, regardless of any appreciation of the
Underlying, which may be significant. The benefit provided by the
Trigger Value may terminate on the final Review Date. If the notes
have not been automatically called and the Final Value is below the
Trigger Value, you will lose 1% of your principal for every 1% the
Final Value is less than the Initial Value. The automatic call
feature may force a potential early exit. There is no guarantee you
will be able to reinvest the proceeds at a comparable interest rate
for a similar level of risk. No dividend payments or voting rights.
Lack of liquidity: J.P. Morgan Securities LLC (who we refer to as
JPMS), intends to offer to purchase the notes in the secondary
market but is not required to do so. The price, if any, at which
JPMS will be willing to purchase notes from you in the secondary
market, if at all, may result in a significant loss of your
principal. ● The tax consequences of the notes may be uncertain.
You should consult your tax adviser regarding the U.S. federal
income tax consequences of an investment in the notes. Risks
Relating to Conflicts of Interest Ɣ Potential conflicts: We and our
affiliates play a variety of roles in connection with the issuance
of notes, including acting as calculation agent and hedging our
obligations under the notes, and making the assumptions used to
determine the pricing of the notes and the estimated value of the
notes when the terms of the notes are set. It is possible that such
hedging or other trading activities of J.P. Morgan or its
affiliates could result in substantial returns for J.P. Morgan and
its affiliates while the value of the notes decline. Our affiliate,
JPMS, worked with MerQube in developing the guidelines and policies
governing the composition and calculation of the Underlying. Ɣ
Selected Risks (continued) Risks Relating to the Estimated Value
and Secondary Market Prices of the Notes Ɣ ● The estimated value of
the notes will be lower than the original issue price (price to
public) of the notes. ● The estimated value of the notes is
determined by reference to an internal funding rate. ● The
estimated value of the notes does not represent future values and
may differ from others’ estimates. The value of the notes, which
may be reflected in customer account statements, may be higher than
the then current estimated value of the notes for a limited time
period. Risks Relating to the Underlying Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ The
Underlying may not be successful or outperform any alternative
strategy. The Underlying may not approximate its target volatility.
The Underlying is subject to risks associated with the use of
significant leverage. The Underlying may be significantly
uninvested. The Underlying may be adversely affected if later
futures contracts have higher prices than an expiring futures
contract included in the Underlying. ● The Underlying is an excess
return index that does not reflect “total returns.” ● An investment
in the notes will be subject to risks associated with non - U.S.
securities. ● Concentration risks associated with the Underlying
may adversely affect the value of your notes. ● The Underlying is
subject to significant risks associated with futures contracts,
including volatility. ● Suspension or disruptions of market trading
in futures contracts may adversely affect the value of your notes.
● The official settlement price and intraday trading prices of the
relevant Futures Contracts may not be readily available. Changes in
the margin requirements for the Futures Contracts included in the
Underlying may adversely affect the value of the notes. The
Underlying was established on June 22, 2021, and may perform in
unanticipated ways. The risks identified above are not exhaustive.
Please see “Risk Factors” in the prospectus supplement and the
applicable product supplement and underlying supplement and
“Selected Risk Considerations” in the applicable preliminary
pricing supplement for additional information. Additional
Information Any information relating to performance contained in
these materials is illustrative and no assurance is given that any
indicative returns, performance or results, whether historical or
hypothetical, will be achieved. These terms are subject to change,
and J.P. Morgan undertakes no duty to update this information. This
document shall be amended, superseded and replaced in its entirety
by a subsequent preliminary pricing supplement and/or pricing
supplement, and the documents referred to therein. In the event any
inconsistency between the information presented herein and any such
preliminary pricing supplement and/or pricing supplement, such
preliminary pricing supplement and/or pricing supplement shall
govern. Past performance, and especially hypothetical back - tested
performance, is not indicative of future results. Actual
performance may vary significantly from past performance or any
hypothetical back - tested performance. This type of information
has inherent limitations and you should carefully consider these
limitations before placing reliance on such information. IRS
Circular 230 Disclosure: JPMorgan Chase & Co. and its
affiliates do not provide tax advice. Accordingly, any discussion
of U.S. tax matters contained herein (including any attachments) is
not intended or written to be used, and cannot be used, in
connection with the promotion, marketing or recommendation by
anyone unaffiliated with JPMorgan Chase & Co. of any of the
matters addressed herein or for the purpose of avoiding U.S. tax -
related penalties. Investment suitability must be determined
individually for each investor, and the financial instruments
described herein may not be suitable for all investors. This
information is not intended to provide and should not be relied
upon as providing accounting, legal, regulatory or tax advice.
Investors should consult with their own advisers as to these
matters. This material is not a product of J.P. Morgan Research
Departments. J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com
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