Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
01 Juni 2023 - 12:05PM
Edgar (US Regulatory)

The following is a summary of the terms of the notes offered by the
preliminary pricing supplement hyperlinked below. Summary of Terms
Issuer: JPMorgan Chase Financial Company LLC Guarantor: JPMorgan
Chase & Co. Minimum Denomination: $1,000 Reference Stocks:
Common stock of Tesla, Inc., common stock of NVIDIA Corporation,
and Class A common stock of Alphabet Inc. Pricing Date: June 30,
2023 Final Review Date: June 30, 2026 Maturity Date: July 6, 2026
Review Dates: Quarterly Contingent Interest Rate: At least 12.00%*
per annum, payable quarterly at a rate of at least 3.00%* Interest
Barrier: With respect to each Reference Stock, an amount that
represents 85.00% of its Initial Value CUSIP: 48133XFR2 Preliminary
Pricing Supplement:
http://sp.jpmorgan.com/document/cusip/48133XFR2/doctype/Product_Termsheet/document.pdf
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 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 the
closing price of one share of each Reference Stock on any Review
Date (other than the first, second, third and final R evi ew Dates)
is greater than or equal to its Initial Value, the notes will be
automatically called for a cash payment, for each $1,000 princi pal
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, you will receive a cash payment at maturity, for each
$1,000 principal amoun t n ote, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the final Review
Date. You are entitled to repayment of principal in full at
maturity, subject to the credit risks of JPMorgan Financial and
JPMorga n C hase & Co. 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 t he credit risk of JPMorgan Chase & Co., as guarantor of
the notes. Hypothetical Payment at Maturity J.P. Morgan Structured
Investments | 1 800 576 3529 | jpm_structured_inv e
stments@jpmorgan.com 3yNC1y TSLA/ NVDA / GOOGL Auto Callable
Contingent Interest Notes North America Structured Investments
Payment At Maturity (assuming 12.00% per annum Contingent Interest
Rate) Least Performing Stock Return $1,030.00 60.00% $1,030.00
40.00% $1,030.00 20.00% $1,030.00 10.00% $1,030.00 5.00% $1,030.00
0.00% $1,030.00 - 5.00% $1,030.00 - 15.00% $1,000.00 - 15.01%
$1,000.00 - 20.00% $1,000.00 - 30.00% $1,000.00 - 40.00% $1,000.00
- 60.00% $1,000.00 - 80.00% $1,000.00 - 100.00% 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 price of one share of each
Reference Stock on any Review Date is greater than or equal to its
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 $30.00 (equivalent to an
interest rate of at least 12.00% per annum, payable at a rate of at
least 3.00% 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.

J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com Selected Risks • The notes
may not pay more than the principal amount at maturity. • The notes
do not guarantee the payment of interest and may not pay interest
at all. • 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. •
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. • You are exposed to the risk of decline in the price of
one share of each Reference Stock. • Whether a Contingent Interest
Payment will be payable and whether the notes will be automatically
called will be determined by the Least Performing Reference Stock.
• The automatic call feature may force a potential early exit. • No
dividend payments or voting rights. • The anti - dilution
protection for each Reference Stock is limited and may be
discretionary. • As a finance subsidiary, JPMorgan Chase Financial
Company LLC has no independent operations and has limited assets.
Selected Risks (continued) • 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. • 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. •
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. • 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.
Additional Information SEC Legend: JPMorgan Chase Financial Company
LLC and JPMorgan Chase & Co. have filed a registration
statement (including a pr osp ectus) 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 JPM organ 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 the
se 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 participat
ing 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 c all ing toll - free 1 - 866 - 535 - 9248. IRS Circular
230 Disclosure: JPMorgan Chase & Co. and its affiliates do not
provide tax advice. Accordingly, any discussion o f 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 Cha se & 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 the se matters. This material
is not a product of J.P. Morgan Research Departments. Free Writing
Prospectus Filed Pursuant to Rule 433, Registration Statement Nos.
333 - 270004 and 333 - 270004 - 01 North America Structured
Investments The risks identified above are not exhaustive. Please
see “Risk Factors” in the prospectus supplement and the applicable
prod uct supplement and “Selected Risk Considerations” in the
applicable preliminary pricing supplement for additional
information. 3yNC1y TSLA/ NVDA / GOOGL Auto Callable Contingent
Interest Notes
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