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 S&P 500 ® Dividend Aristocrats
Risk Control 8% Excess Return Index (the “Index”). The Index
provides variable notional exposure to the S&P 500 ® Dividend
Aristocrats Excess Return Index (the “Underlying Index”), while
targeting an annualized volatility of 8%. The Index a lso reflects,
on a daily basis, the deduction of the notional financing cost. The
Index utilizes the existing Underlying Index me tho dology, plus an
overlying mathematical algorithm designed to control the level of
risk of the Underlying Index by establishing a specific volatility
ta rge t of 8% and dynamically adjusting the exposure to the
Underlying Index based on its observed historical volatility.
Summary of Terms Issuer: JPMorgan Chase Financial Company LLC
Guarantor: JPMorgan Chase & Co. Minimum Denomination: $1,000
Index: S&P 500 ® Dividend Aristocrats Risk Control 8% Excess
Return Index Index Ticker: SPXD8UE Participation Rate: At least
125.00%* 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 JPMorga n Chase &
Co. CUSIP: 48133TL78 Preliminary Pricing Supplement:
http://sp.jpmorgan.com/document/cusip/48133TL78/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 125.00% 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% 81.25% 150.00 50.00% 62.50% 140.00 40.00% 50.00% 130.00
30.00% 37.50% 120.00 20.00% 25.00% 110.00 10.00% 12.50% 105.00
5.00% 6.25% 101.00 1.00% 1.25% 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 SPXD8UE Notes North America Structured Investments 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. 1 - II
dated November 4, 2020 Registration Statement Nos. 333 - 236659 and
333 - 236659 - 01 Dated February 1, 2023 Rule 424(b)(3) **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 re levant 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 suppl eme nt or the prospectus. Any representation to
the contrary is a criminal offense.

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. • The Index may not be successful and may not outperform 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. • Our
parent company, JPMorgan Chase & Co., is currently one of the
companies that make up the S&P 500 ® Index and may be included
in 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 2yr SPXD8UE 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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