Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 03 2023 - 02:17PM
Edgar (US Regulatory)

North America Structured Investments 2.5yrNC6m NDX/RTY/SPX Auto
Callable Contingent Interest Notes 48133UAT9 CUSIP: Preliminary
Pricing Supplement:
http://sp.jpmorgan.com/document/cusip/48133UAT9/doctype/Product_Termsheet/document.pd
f 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 more 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.
Automatic Call If on any Review Date (other than the first and
final Review Dates) the closing level of each Underlying is greater
than or equal to its Initial Value, the notes will be automatically
called and you will receive a cash payment for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Contingent
Interest Payment 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 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 notes have not been automatically
called and the Final Value of any Underlying 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 Least
Performing Underlying Return) If the notes have not been
automatically called and the Final Value of any Underlying 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. 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 Underlying s
: NASDAQ - 100 Index ® , Russell 2000 ® Index and S&P 500 ®
Index Pricing Date: February 13, 2023 Hypothetical Payment at
Maturity** Least Performing Payment at Maturity Underlying Return
(assuming 7.00% per annum Contingent Interest Rate) Final Review
Date: August 13, 2025 60.00% $1,017.50 Maturity Date: August 18,
2025 40.00% $1,017.50 Review Dates: Contingent Interest Rate:
Quarterly [7.00% - 9.00%]* per annum, paid quarterly at a rate of
between 1.75% and 2.25%*, if applicable 20.00% $1,017.50 Interest
Barrier/Trigger Value : With respect to each Underlying, an amount
that represents 70.00% of its Initial Value 5.00% $1,017.50 0.00%
$1,017.50 - 5.00% $1,017.50 - 20.00% $1,017.50 - 30.00% $1,017.50 -
30.01% $699.90 - 40.00% $600.00 - 50.00% $500.00 - 60.00% $400.00 -
80.00% $200.00 - 100.00% $0.00 This table does not demonstrate how
your interest payments can vary over the term of your notes. J.P.
Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com Contingent Interest *If the
notes have not been automatically called and the closing level of
each Underlying 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 between $17.50 and $22.50 (equivalent to
an interest rate of between 7.00% and 9.00% per annum, payable at a
rate of between 1.75% and 2.25% per quarter). **The hypothetical
payments 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 payments shown above
would likely be lower .

North America Structured Investments 2.5yrNC6m NDX/RTY/SPX Auto
Callable Contingent Interest Notes Selected Risks Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ ●
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. ● You are exposed
to the risks of the decline in the value of each Underlying. ● Your
payment at maturity will be determined by the Least Performing
Underlying. ● 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. The benefit provided by the Trigger Value
may terminate on the final Review Date. The automatic call feature
may force a potential early exit. No dividend payments or voting
rights. The notes are subject to the risks associated with non -
U.S. securities. JPMorgan Chase & Co. is currently one of the
companies that make up the S&P 500 ® Index. The notes are
subject to the risks associated with small capitalization
companies. Selected Risks (continued) Ɣ Ɣ Ɣ Ɣ Ɣ ● 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. As a finance subsidiary, JPMorgan Chase Financial
Company LLC has no independent operations and has limited assets.
The risks identified above are not exhaustive. Please see “Risk
Factors” in the prospectus supplement and the applicable product
supplement and underlying supplement and “Selected Risk
Considerations” in the applicable preliminary pricing supplement
for additional information. 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
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 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 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
of 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 Chase & 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
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 J.P.
Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com
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