Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
February 02 2023 - 06:05AM
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 J.P. Morgan Efficiente Plus DS 5
Index (Net ER) (the “Index”), a member of J.P. Morgan’s fa mil y of
Efficiente indices that takes advantage of the convenience of
exchange - traded products as well as the rapidly growing
investment options available with ETFs to provide exposure to a
wide range of asset classes and regions. On a monthly basis, the
Index s ele cts from a universe of 20 ETFs and a cash index
(together, the “Basket Constituents”), in accordance with the index
methodology. The Index attempts to maintain its 5% volatility
threshold on a daily basis by varying the exposure the Index takes
to the Basket Constituents daily — increasing the exposure to the
Basket Constituents when the volatility of the portfolio decreases,
and decr easing the exposure when the volatility of the portfolio
increases, subject to certain constraints. The Index levels
incorporate the da ily deduction of a notional financing cost and a
daily deduction of 0.85% per annum. Summary of Terms Issuer:
JPMorgan Chase Financial Company LLC Guarantor: JPMorgan Chase
& Co. Minimum Denomination: $1,000 Index: J.P. Morgan
Efficiente ® Plus DS 5 Index (Net ER) Index Ticker: EFPLUS5D
Participation Rate: At least 240.00%* Initial Value: The closing
level of the Index on the Pricing Date Final Value: The closing
level of the Index on the Observation Date Index Return: (Final
Value – Initial Value) / Initial Value Pricing Date: February 28,
2023 Observation Date: February 28, 2025 Maturity Date: March 5,
2025 Additional Amount: $1,000 î Index Return î 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: 48133T7G4 Preliminary Pricing
Supplement: http://sp.jpmorgan.com/document/cusip/48133T7G4 /
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 Participation Rate will be
provided in the pricing supplement and will not be less than
240.00% J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com Hypothetical Total
Returns** Final Value Index Return Total Return on the Notes 165.00
65.00% 156.00% 150.00 50.00% 120.00% 140.00 40.00% 96.00% 130.00
30.00% 72.00% 120.00 20.00% 48.00% 110.00 10.00% 24.00% 105.00
5.00% 12.00% 101.00 1.00% 2.40% 100.00 0.00% 0.00% 95.00 - 5.00%
0.00% 90.00 - 10.00% 0.00% 80.00 - 20.00% 0.00% 60.00 - 40.00%
0.00% 40.00 - 60.00% 0.00% 20.00 - 80.00% 0.00% 0.00 - 100.00%
0.00% 2yr J.P. Morgan Efficiente ® PLUS DS 5 Index (Net ER) Notes
North America Structured Investments **Reflects Participation Rate
equal to the minimum Participation Rate set forth herein, for
illustrative purposes. 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, "Risk Fa ctors" 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 prospec tus
supplement or the prospectus. Any representation to the contrary is
a criminal offense. Terms supplement to the prospectus dated April
8, 2020, the prospectus supplement dated April 8, 2020, the product
supplement no. 3 - II dated November 4, 2020 and the underlying
supplement no. 14 - I dated February 22, 2022 Registration
Statement Nos. 333 - 236659 and 333 - 236659 - 01 Dated February 1,
2023 Rule 424(b)(3)

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 reflect a 0.85% per annum daily deduction and the
deduction of a notional financing cost. • The Index is subject to
concentration risk in its allocation among the Basket Constituents
Selected Risks (continued) • The Index involves risks associated
with the Index’s momentum investment strategy, which may not be
successful, and the Index may not approximate its initial
volatility threshold or outperform an alternative strategy. • 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. • Risks
associated with non - U.S. securities market (including emerging
markets and currency exchange risks), small capitalization stocks,
preferred stocks and hybrid securities, fixed income securities and
loans (including interest rate - related and credit risks),
mortgage - backed securities, leveraged loans, REITs and master
limited partnerships, commodity futures, gold and the uncertain
legal and regulatory regimes that govern commodity futures. • No
interest payments, dividend payments or voting rights. • As a
finance subsidiary, JPMorgan Chase Financial Company LLC has no
independent operations and has limited assets. • Changes in the
value of Basket Constituents may offset each other. • The daily
adjustment of the exposure of the Index to the monthly portfolio(s)
of Basket Constituents may cause the Index not to reflect fully any
price appreciation or to magnify any price depreciation of the
monthly portfolio(s). • A significant portion of the Index’s
exposure may be allocated to the Bond Constituents and the Cash
Constituent. • We may determine the Additional Amount for your
notes early if a commodity hedging disruption event occurs. • Our
affiliate, J.P. Morgan Securities LLC (who we refer to as JPMS),
the index sponsor and index calculation agent may adjust the Index
in a way that affects its level. • 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: 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,
superse ded 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 an d a ny 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 s uch 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 these m att ers. This
material is not a product of J.P. Morgan Research Departments.
North America Structured Investments 2yr J.P. Morgan Efficiente ®
PLUS DS 5 Index (Net ER) 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. Selected Benefits •
The Index seeks to provide a dynamic and diversified asset
allocation based on modern portfolio theory. The Index tracks the
return of (a) a notional dynamic portfolio consisting of up to 20
exchange - traded funds, in each case with distributions, if any,
notionally reinvested, and the J.P. Morgan Fallback Cash Index,
less (b) the daily deduction of a notional financing cost and a
daily deduction of 0.85% per annum, while targeting a specific
volatility on a daily basis. • The Basket Constituents are as
follows (see applicable underlying supplement and the term sheet
for more information):
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