Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 28 2022 - 06:05AM
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 Indices: NASDAQ - 100
Index ® and Russell 2000 ® Index Pricing Date: February 18, 2022
Final Review Date: February 20, 2024 Maturity Date: February 23,
2024 Review Dates: Semiannually Contingent Interest Rate: At least
6.90%* per annum, payable semiannually at a rate of at least
3.45%*, if applicable Interest Barrier/ Trigger Value: With respect
to each Index, an amount that represents 70.00% of its Initial
Value CUSIP: 48133C3M2 Preliminary Pricing Supplement:
http://sp.jpmorgan.com/document/cusip/48133C3M2/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 $920.00 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. . Payment at Maturity If
the Final Value of each Index is greater than or equal to its
Trigger Value, you will receive a cash payment at maturity, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review Date. If
the Final Value of either Index is less than its Trigger Value,
your payment at maturity per $1,000 principal amount note will be
calculated as follows : $ 1,000 + ($ 1,000 î Lesser Performing
Index Return) If Final Value of either Index is less than its
Trigger Value, you will lose more than 30.00% of your principal
amount at maturity and could lose all of your principal amount at
maturity. 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 the 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 2 yr NDX / RTY Contingent Interest Notes North
America Structured Investments Lesser Performing Index Return
Payment At Maturity (assuming 6.90% per annum Contingent Interest
Rate) 60.00% $1,034.50 40.00% $1,034.50 2 0.00 % $1,034.50 10.00%
$1,034.50 5.00% $1,034.50 0.00% $1,034.50 - 5.00% $1,034.50 -
20.00% $1,034.50 - 30.00% $1,034.50 - 30.01% $699.90 - 40.00%
$600.00 - 60.00% $400.00 - 100.00 % $0.00 This table does not
demonstrate how your interest payments can vary over the term of
your notes. Contingent Interest *If the closing level of each Index
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 $34.50 (equivalent to an interest rate of at least 6.90%
per annum, payable at a rate of at least 3.45% semiannually). **
The hypothetical payments on the notes shown above apply only if
you hold the notes for their entire term. 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 • Your
investment in the notes may result in a loss. The notes do not
guarantee any return of principal. • 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 level of
each Index. • Your payment at maturity will be determined by the
Lesser Performing Index. • The benefit provided by the Trigger
Value may terminate on the final Review Date. • No dividend
payments or voting rights. • The notes are subject to the risks
associated with non - U.S. securities. • The notes are subject to
the risks associated with small capitalization stocks. • 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 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 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
these documents without cost by visiting EDGAR on the SEC we b site
at www.sec.gov. Alternatively, JPMorgan Chase Financial Company LLC
and JPMorgan Chase & Co., any agent or any dealer participating
in the this offering will arrange to send you the pr ospectus and
each prospectus supplement as well as any product supplement,
underlying supplement and preliminary pricing supplement if you so
request by calling 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 - 236659 and 333 - 236659 - 01 North America Structured
Investments 2yr NDX / RTY Contingent Interest 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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