Market Linked Securities — Auto-Callable with
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the VanEck®
Gold Miners ETF due July 6, 2026
Fact Sheet dated May 30, 2023 to Preliminary Pricing
Supplement dated May 30, 2023 |
Summary of Terms
Issuer: |
JPMorgan
Chase Financial Company LLC |
Guarantor: |
JPMorgan
Chase & C0. |
Fund: |
VanEck®
Gold Miners ETF (Bloomberg ticker: GDX) |
Pricing
Date1: |
June
29, 2023 |
Issue
Date1: |
July
5, 2023 |
Stated
Maturity Date1, 2: |
July
6, 2026 |
Principal
Amount: |
$1,000
per security (100% of par) |
Automatic
Call: |
If
the fund closing price of the Fund on any call date is greater than or equal to the starting price, the securities will be automatically
called for the principal amount plus the call premium applicable to that call date. |
Call Dates1, 2 and Call Premiums†: |
|
Call Date1, 2 |
Call Premium† |
|
|
July 5, 2024 |
At least 16.70% of the principal amount |
|
|
July 7, 2025 |
At least 33.40% of the principal amount |
|
|
|
June 29, 2026
(the final calculation day) |
At least 50.10% of the principal amount |
|
|
|
†To be provided in the pricing supplement |
|
Call
Settlement Date1, 2: |
Five
business days after the applicable call date, provided that the call settlement date for the final call date is the stated
maturity date |
Maturity
Payment Amount (per security): |
If the securities are not automatically called:
· if
the ending price is less than the starting price but 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 × (fund return + buffer amount)] |
Starting
Price: |
The
fund closing price of the Fund on the pricing date |
Ending
Price: |
The
fund closing price of the Fund on the final calculation day |
Fund
Return: |
(ending
price – starting price) / starting price |
Buffer
Amount: |
10% |
Threshold
Price: |
90%
of the starting price |
Calculation
Agent: |
J.P.
Morgan Securities LLC (“JPMS”) |
Denominations: |
$1,000
and any integral multiple of $1,000 |
CUSIP: |
48133XCH7 |
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 0.10% 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 for each call date equal to the minimum call
premium for that call date
If the securities are not automatically called and the ending price
is less than the threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the Underlying Stock in excess
of the buffer amount, and you will lose some, and possibly up to 90%, of the principal amount of your securities at maturity.
Any positive return on the securities will be limited to the applicable
call premium, even if the fund closing price of the Fund on the applicable call date significantly exceeds the starting price. You will
not participate in any appreciation of the Fund beyond the applicable call premium.
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 $948.50 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 $920.00 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/
000121390023043902/ea155490_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, product supplement and underlying 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 Up to 90% of the Principal Amount of Your Securities at Maturity. |
| · | The Potential Return on the Securities Is 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. |
| · | No Interest or Dividend Payments or Voting Rights |
| · | 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. |
| · | 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. |
| · | There Are Risks Associated with the Fund. |
| · | The Performance and Market Value of the Fund, Particularly During Periods of Market Volatility, May Not
Correlate with the Performance of the Funds Underlying Index As Well As the Net Asset Value Per Share. |
| · | The Securities Are Subject to Risks Associated with the Gold and Silver Mining Industries. |
| · | The Securities Are Subject to Non-U.S. Securities Risk. |
| · | The Securities are Subject to Currency Exchange Risk. |
| · | The Anti-Dilution Protection Is Limited and May Be Discretionary. |
| · | Any Payment on the Securities Will Depend upon the Performance of the Fund and Therefore the Securities
Are Subject to Risks Associated with the Fund, 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, underlying supplement 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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