Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
01 Juni 2023 - 12:06PM
Edgar (US Regulatory)

H The following is a summary of the terms of the notes offered by
the preliminary pricing supplement hyperlinked below. Overview The
notes provide exposure to the S&P 500 ® Daily Risk Control 5%
Excess Return Index (the “Index”). The Index attempts to provide
variable notional exposure to the S&P 500 ® Total Return Index
(the “Underlying Index”), while targeting an annualized volatility
of 5%, subject to the deduction, on a daily basis, of the notional
financing cost. The Underlying Index consists of stocks of 500 co
mpa nies selected to provide a performance benchmark for the U.S.
equity markets and is calculated on a total - return basis ( i.e .,
dividends and other distributions are notionally reinvested).
Summary of Terms Issuer: JPMorgan Chase Financial Company LLC
Guarantor: JPMorgan Chase & Co. Minimum Denomination: $1,000
Index: S&P 500 ® Daily Risk Control 5% Excess Return Index
Index Ticker: SPXT5UE Upside Participation Rate: At least 210.00%*
Downside Participation Rate: 100.00% Initial Value: The closing
level of the Index on the Pricing Date Final Value: The closing
level of the Index on the Observation Date Absolute Index Return:
The absolute value of the Index Return Index Return: (Final Value –
Initial Value) / Initial Value Pricing Date: June 30, 2023
Observation Date: June 30, 2027 Maturity Date: July 6, 2027
Additional Amount: ( i ) if the Final value is greater than the
Initial Value: $1,000 î Index Return î Upside Participation Rate;
or (ii) if the Final value is equal to or less than the Initial
Value: $1,000 î Absolute Index Return î Downside Participation Rate
Payment At Maturity: At maturity, you will receive a cash payment,
for each $1,000 principal amount note, of $1,000 plus the
Additional Amount, provided the Additional Amount will not be less
than zero. You are entitled to repayment of principal in full at
maturity, subject to the credit risks of JPMorgan Financial and
JPMorgan Chase & Co. CUSIP: 48133XHY5 Preliminary Pricing
Supplement: http://sp.jpmorgan.com/document/cusip/48133XHY5 /
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. 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. * The actual Upside Participation Rate will
be provided in the pricing supplement and will not be less than
210.00%. J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com Hypothetical Total
Returns** Total Return on the Notes Index Return Final Value
168.00% 80.00% 180.00 136.50% 65.00% 165.00 84.00% 40.00% 140.00
42.00% 20.00% 120.00 21.00% 10.00% 110.00 10.50% 5.00% 105.00 2.10%
1.00% 101.00 0.00% 0.00% 100.00 5.00% - 5.00% 95.00 10.00% - 10.00%
90.00 20.00% - 20.00% 80.00 40.00% - 40.00% 60.00 65.00% - 65.00%
35.00 80.00% - 80.00% 20.00 4yr Dual Directional SPXT5UE Notes
North America Structured Investments ** Reflects Upside
Participation Rate equal to the minimum Upside Participation Rate
set forth herein, for illustrative purpo ses . The “total return”
as used above is the number, expressed as a percentage, that
results from comparing the payment at maturit y p er $1,000
principal amount note to $1,000. The hypothetical returns shown
above apply only at maturity. These hypotheticals do not reflect
fees or expenses that would b e a ssociated with any sale in the
secondary market. If these fees and expenses were included, the
hypothetical returns shown above would likely be lower. Investing
in the notes linked to the Index involves a number of risks. See
“Selected Risks” on page 2 of this document, “Ris k F actors” 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 o r p assed upon the accuracy or the
adequacy of this document or the relevant product supplement or
underlying supplement or the prospectus supplement or the pro spe
ctus. Any representation to the contrary is a criminal offense.
Registration Statement Nos. 333 - 270004 and 333 - 270004 - 01
Dated May 31, 2023 Rule 424(b)(3) Terms supplement to the
prospectus dated April 13, 2023, the prospectus supplement dated
April 13, 2023, the product suppleme nt no. 3 - I dated April 13,
2023 and the underlying supplement no. 2 - II dated April 18,
2023

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 level
of the Index will include the deduction of a notional financing
cost. • Your maximum gain on the notes is limited if the Index
Return is negative. • The Index may not be successful and may not
outperform or underperform the Underlying Index. • The Index may
not approximate its target volatility. • 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. • No interest payments, dividend payments
or voting rights. • JPMorgan Chase & Co. is currently one of
the companies that make up the Underlying Index and the Index. •
The daily adjustment of the exposure of the Index to the Underlying
Index may cause the Index not to reflect fully any appreciation of
the Underlying Index or to magnify any depreciation of the
Underlying Index. • The Index may be significantly uninvested ,
which will result in a portion of the Index reflecting no return. •
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 Any information
relating to performance contained in these materials is
illustrative and no assurance is given that any indic ati ve
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, s upe rseded 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 pres ent ed 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 m ay 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 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. North America Structured Investments 4yr Dual
Directional SPXT5UE Notes The risks identified above are not
exhaustive. Please see “Risk Factors” in the prospectus supplement
and the applicable prod uct supplement and underlying supplement
and “Selected Risk Considerations” in the applicable preliminary
pricing supplement for additional information.
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