Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 25 2022 - 02:20PM
Edgar (US Regulatory)
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JPMorgan
Chase Financial Company LLC |
Free Writing Prospectus Filed Pursuant to Rule 433
Registration Statement Nos. 333-236659 and 333-236659-01
Dated November 23, 2022
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3yr HD Contingent Income
Auto-Callable Securities
This document provides a summary of the terms of the
securities. Investors must carefully review the accompanying
preliminary pricing supplement referenced below, product
supplement, prospectus supplement and prospectus and the “Risk
Considerations” on the following page, prior to making an
investment decision.
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SUMMARY OF TERMS |
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Issuer: |
JPMorgan Chase Financial Company LLC
(“JPMorgan Financial”) |
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Guarantor: |
JPMorgan Chase & Co. |
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Underlying stock: |
Common stock of The Home Depot, Inc.
(Bloomberg ticker: HD UN Equity) |
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Early redemption: |
If, on any determination date (other than the final determination
date), the closing price of the underlying stock is greater than
or equal to the initial stock price, the securities will be
automatically redeemed for an early redemption payment on the first
contingent payment date immediately following the related
determination date. No further payments will be made on the
securities once they have been redeemed.
The securities will not be redeemed early on any contingent
payment date if the closing price of the underlying stock is below
the initial stock price on the related determination date.
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Early Redemption payment: |
The early redemption payment will be
an amount equal to (i) the stated principal amount plus (ii)
the contingent quarterly payment with respect to the related
determination date. |
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Contingent quarterly payment: |
·
If, on any determination date, the
closing price of the underlying stock is greater than or equal to
the downside threshold level, we will pay a contingent quarterly
payment of at least $0.25 (at least 2.50% of the stated principal
amount) per security on the related contingent payment date. The
actual contingent quarterly payment will be provided in the pricing
supplement.
·
If, on any determination date, the
closing price of the underlying stock is less than the downside
threshold level, no contingent quarterly payment will be made with
respect to that determination date. It is possible that the
closing price of the underlying stock will be below the downside
threshold level on most or all of the determination dates so that
you will receive few or no contingent quarterly
payments.
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Determination dates†: |
March 2, 2023, June 2, 2023, September
5, 2023, December 4, 2023, March 4, 2024, June 3, 2024, September
3, 2024, December 2, 2024, March 3, 2025, June 2, 2025, September
2, 2025 and December 2, 2025 |
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Contingent payment dates†: |
March 7, 2023, June 7, 2023, September
8, 2023, December 7, 2023, March 7, 2024, June 6, 2024, September
6, 2024, December 5, 2024, March 6, 2025, June 5, 2025, September
5, 2025 and the maturity date |
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Payment at maturity: |
·
If the final stock price is greater
than or equal to the downside threshold level: |
(i) the stated principal amount
plus (ii) the contingent quarterly payment with respect to
the final determination date |
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·
If the final stock price is less
than the downside threshold level: |
(i) the stated principal amount
times (ii) the stock performance factor. This cash payment
will be less than 60% of the stated principal amount of the
securities and could be zero. |
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Downside threshold level: |
60% of the initial stock
price |
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Initial stock price: |
The closing price of the underlying
stock on the pricing date |
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Final stock price: |
The
closing price of the underlying stock on the final determination
date |
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Stock adjustment factor: |
The
stock adjustment factor is referenced in determining the closing
price of the underlying stock and is set initially at 1.0 on the
pricing date. The stock adjustment factor is subject to adjustment
in the event of certain corporate events affecting the underlying
stock. |
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Stock performance factor: |
final
stock price / initial stock price |
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Stated principal amount: |
$10 per
security |
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Issue price: |
$10 per
security |
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Pricing date: |
Expected
to be December 2, 2022 |
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Original issue date (settlement date): |
3
business days after the pricing date |
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Maturity date†: |
December
5, 2025 |
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CUSIP / ISIN: |
48133J313
/ US48133J3133 |
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Preliminary pricing supplement: |
http://sp.jpmorgan.com/document/cusip/48133J313/
doctype/Product_Termsheet/ document.pdf |
†Subject to postponement
The
estimated value of the securities on the pricing date will be
provided in the pricing supplement and will not be less than $9.40
per $10 stated principal amount security. For information about the
estimated value of the securities, which likely will be lower than
the price you paid for the securities, please see the hyperlink
above.
Any
payment on the securities is subject to the credit risk of JPMorgan
Financial as issuer of the securities, and the credit risk of
JPMorgan Chase & Co., as guarantor of the securities.
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Hypothetical Payout at Maturity
(if the securities have not previously been
redeemed)
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Change
in Underlying Stock |
Payment
at Maturity (excluding any
coupon payable at maturity) |
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50.00% |
$10.000 |
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40.00% |
$10.000 |
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30.00% |
$10.000 |
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20.00% |
$10.000 |
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10.00% |
$10.000 |
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5.00% |
$10.000 |
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0.00% |
$10.000 |
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-10.00% |
$10.000 |
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-20.00% |
$10.000 |
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-30.00% |
$10.000 |
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-40.00% |
$10.000 |
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-40.01% |
$5.999 |
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-50.00% |
$5.000 |
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-60.00% |
$4.000 |
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-80.00% |
$2.000 |
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-100.00% |
$0.000 |
JPMorgan Chase Financial Company LLC
3yr HD Contingent Income
Auto-Callable Securities
Underlying Stock
For more information about the
underlying stock, including historical performance information, see
the accompanying preliminary pricing supplement.
Risk Considerations
The
risks identified below are not exhaustive. Please see “Risk
Factors” in the accompanying prospectus supplement, product
supplement and preliminary pricing supplement for additional
information.
Risks Relating to the Securities Generally
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§ |
The securities do not guarantee
the return of any principal and your investment in the securities
may result in a loss. |
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§ |
You will not receive any
contingent quarterly payment for any quarterly period if the
closing price of the underlying stock on the relevant determination
date is less than the downside threshold level. |
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§ |
The contingent quarterly payment
is based solely on the closing prices of the underlying stock on
the specified determination dates. |
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§ |
The securities are subject to the
credit risks of JPMorgan Financial and JPMorgan Chase & Co.,
and any actual or anticipated changes to our or JPMorgan Chase
& Co.’s credit ratings or credit spreads may adversely affect
the market value of the securities. |
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§ |
As a finance subsidiary, JPMorgan
Financial has no independent operations and has limited
assets. |
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§ |
Investors will not participate in
any appreciation of the underlying stock. |
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§ |
Secondary trading may be
limited. |
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§ |
The final terms and valuation of
the securities will be provided in the pricing
supplement. |
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§ |
The U.S. federal income tax
consequences of an investment in the securities are
uncertain. |
Risks Relating to Conflicts of Interest
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§ |
Economic interests of the issuer,
the guarantor, the calculation agent, the agent of the offering of
the securities and other affiliates of the issuer may be different
from those of investors. |
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§ |
Hedging and trading activities by
the issuer and its affiliates could potentially affect the value of
the securities. |
Risks Relating to the Estimated Value and Secondary Market Prices
of the Securities
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§ |
The estimated value of the
securities will be lower than the original issue price (price to
public) of the securities. |
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§ |
The
estimated value of the securities does not represent future values
of the securities and may differ from others’
estimates. |
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§ |
The estimated value of the securities is derived by reference to an
internal funding rate. |
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§ |
The value of the securities as published by J.P. Morgan Securities
LLC (and which may be reflected on customer account statements) may
be higher than the then-current estimated value of the securities
for a limited time period. |
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§ |
Secondary market prices of the
securities will likely be lower than the original issue price of
the securities. |
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§ |
Secondary market prices of the securities will be impacted by many
economic and market factors. |
Risks Relating to the Underlying Stock
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§ |
Investing in the securities is not equivalent to investing in the
common stock of The Home Depot, Inc. |
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§ |
No affiliation with The Home Depot, Inc. |
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§ |
We may engage in business with or involving The Home Depot, Inc.
without regard to your interests. |
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§ |
The anti-dilution protection for the underlying stock is limited
and may be discretionary. |
Tax Considerations
You should review carefully the discussion in the accompanying
preliminary pricing supplement under “Additional Information about
the Securities — Tax considerations” concerning the U.S. federal
income tax consequences of an investment in the securities, and you
should consult your tax adviser.
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 JPMorgan 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 web 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 prospectus and each
prospectus supplement as well as any product supplement and
preliminary pricing supplement if you so request by calling
toll-free 1-866-535-9248.
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