Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 30 2022 - 06:06AM
Edgar (US Regulatory)

Overview 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. Underlyings : Russell 2000
Index ® and the Financial Select Sector SPDR ® Fund Pricing Date:
October 21, 2022 Final Review Date: October 21, 2026 Maturity Date:
October 26, 2026 Review Dates: Annual Barrier Amount: With respect
to each Underlying, 70.00% of its Initial Value CUSIP: 48133NQE1
Preliminary Pricing Supplement:
http://sp.jpmorgan.com/document/cusip/48133NQE1/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. You may lose some or all
of your principal at maturity. Any payment on the notes is subject
to the credit risk of JPMorgan Ch ase Financial Company LLC, as
issuer of the notes and the credit risk of JPMorgan Chase &
Co., as guarantor of the notes. Automatic Call If the closing level
of each Underlying on any Review Date is greater than or equal to
its Call Value, the notes will be automatically called for a cash
payment, for each $1,000 principal amount note, equal to (a) $1,000
plus (b) the Call Premium Amount 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 and the Final Value of each
Underlying is greater than or equal to its Barrie r Amount, you
will receive the principal amount of your notes at maturity. If the
notes have not been automatically called and the Final Value of
either Underlying is less than its Barrier Amount, you r payment at
maturity per $1,000 principal amount note will be calculated as
follows: $1,000 + ($1,000 î Lesser Performing Underlying Return) If
the notes have not been automatically called and the Final Value of
either Underlying is less than its Barrier Amount, you will lose
more than 30.00% of your principal amount at maturity and could
lose all of your principal amount at maturity. Hypothetical Amount
Payable** J.P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com 4yr Auto Callable Review
Notes linked to XLF / RTY North America Structured Investments
Lesser Performing Index Return at Review Date Total Return at First
Review Date Total Return at Second Review Date Total Return at
Third Review Date Total Return at Final Review Date 80.00% 16.70%
33.40% 50.10% 66.80% 40.00% 16.70% 33.40% 50.10% 66.80% 20.00%
16.70% 33.40% 50.10% 66.80% 10.00% 16.70% 33.40% 50.10% 66.80%
0.00% 16.70% 33.40% 50.10% 66.80% - 5.00% 16.70% 33.40% 50.10%
66.80% - 10.00% 16.70% 33.40% 50.10% 66.80% - 20.00% N/A N/A N/A
0.00% - 30.00% N/A N/A N/A 0.00% - 30.01% N/A N/A N/A - 30.01% -
50.00% N/A N/A N/A - 50.00% - 80.00% N/A N/A N/A - 80.00% - 100.00%
N/A N/A N/A - 100.00% * In each case, to be determined on the
Pricing Date, but not less than the minimum Call Premium, as
applicable. ** Reflects a Call Premium of 16.70% per annum and the
applicable Call Values listed in the table to the left. The call
premium will be determined on the Pricing Date and will not be less
than 16.70% per annum. The “total return” as used above is the
number expressed as a percentage, that results from comparing the
payment on the applicable payment date per $1,000 principal amount
note to $1,000. The hypothetical returns 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
returns shown above would likely be lower. Capitalized terms used
but not defined herein shall have the meaning set forth in the
preliminary pricing supplement . Review Date Call Value Call
Premium* First 100.00% of the Initial Value At least 16.70 % Second
100.00% of the Initial Value At least 33.40 % Third 100.00% of the
Initial Value At least 50.10% Final 100.00% of the Initial Value At
least 66.80 %

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. • 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 any Call Premium Amount paid on the notes. • You are
exposed to the risk of decline in the value of each Underlying. •
Your payment at maturity will be determined by the Lesser
Performing Underlying. • The benefit provided by the Barrier Amount
may terminate on the final Review Date. • The automatic call
feature may force a potential early exit. • No interest payments,
dividend payments or voting rights. • The notes are subject to the
risks associated with small capitalization stocks with respect to
the Index. • The Fund is subject to management risk. • The
performance and market value of the Fund, particularly during
periods of market volatility, may not correlate with the
performance of the Fund’s underlying index as well as the net asset
value per share. • The notes are subject to risks associated with
the financial sector with respect to the Fund. • The anti -
dilution for the Fund is limited. • 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 - 236659 and 333 - 236659 - 01
North America Structured Investments 4yr Auto Callable Review Notes
linked to XLF / RTY 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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