JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to
Rule 433
Registration Statement Nos. 333-270004 and
333-270004-01
Dated April 25, 2025
5yr
RTY/SPX/NDX Enhanced Jump Securities with Auto-Callable Feature
This document provides a summary of the terms of the securities. Investors
must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, underlying supplement, prospectus
supplement, prospectus and prospectus addendum and the “Risk Considerations” on the following page, prior to making an investment
decision.
| SUMMARY TERMS |
| Issuer: |
JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
| Guarantor: |
JPMorgan Chase & Co. |
| Underlying indices: |
Russell 2000® Index (Bloomberg ticker: RTY Index) (the “RTY Index”), S&P 500® Index (Bloomberg ticker: SPX Index) (the “SPX Index”) and Nasdaq-100 Index® (Bloomberg ticker: NDX Index) (the “NDX Index”) (each, an “underlying index”) |
| Automatic early redemption: |
If, on any of the determination dates (other than the final determination date), the closing level of each underlying index is greater than or equal to its initial index value, the securities will be automatically redeemed for a cash payment equal to the early redemption payment payable on the applicable redemption date. |
| Early redemption payment: |
The early redemption payment will be an amount equal to the
stated principal amount plus an amount in cash per stated principal amount corresponding to a return of at least approximately
8.50% per annum (or at least 8.50% for the first determination date and increasing by at least 2.125% for each subsequent determination
date), as follows: |
| |
1st determination date: |
at least $1,085.00 |
| |
2nd determination date: |
at least $1,106.25 |
| |
3rd determination date: |
at least $1,127.50 |
| |
4th determination date: |
at least $1,148.75 |
| |
5th determination date: |
at least $1,170.00 |
| |
6th determination date: |
at least $1,191.25 |
| |
7th determination date: |
at least $1,212.50 |
| |
8th determination date: |
at least $1,233.75 |
| |
9th determination date: |
at least $1,255.00 |
| |
10th determination date: |
at least $1,276.25 |
| |
11th determination date: |
at least $1,297.50 |
| |
12th determination date: |
at least $1,318.75 |
| |
13th determination date: |
at least $1,340.00 |
| |
14th determination date: |
at least $1,361.25 |
| |
15th determination date: |
at least $1,382.50 |
| |
16th determination date: |
at least $1,403.75 |
| |
The actual early redemption payment with respect to each applicable determination
date will be provided in the pricing supplement. No further payments will be made on the securities once they have been redeemed. |
| Payment at maturity: |
· If the final index value of each underlying index is greater than or equal to its maturity redemption threshold level: |
the maturity redemption payment, which is an amount in cash per stated principal amount corresponding to a return of at least approximately 8.50% per annum, or at least $1,425.00. The actual maturity redemption payment will be provided in the pricing supplement. |
| |
· If the final index value of any underlying index is less than its maturity redemption threshold level, but the final index value of each underlying index is greater than or equal to its downside threshold level: |
the stated principal amount |
| |
· If the final index value of any underlying index is less than its downside threshold level: |
(i) the stated principal amount times (ii) the index performance
factor of the worst performing underlying index
Under these circumstances, the payment at maturity will be less
than 60% of the stated principal amount and could be zero. |
| Maturity redemption threshold level: |
With respect to each underlying index, 70% of its initial index value |
| Downside threshold level: |
With respect to each underlying index, 60% of its initial index value |
| Initial index value: |
With respect to each underlying index, its closing level on the pricing |
|
date |
| Final index value: |
With respect to each underlying index, its closing level on the final determination date |
| Worst performing underlying index: |
The underlying index with the worst index performance factor |
| Index performance factor: |
With respect to each underlying index, its final index value divided by its initial index value |
| Stated principal amount: |
$1,000 per security |
| Issue price: |
$1,000 per security |
| Pricing date: |
Expected to be May 2, 2025 |
| Original issue date (settlement date): |
3 business days after the pricing date |
| Determination dates†: |
May 11, 2026, August 3, 2026, November 2, 2026, February 2, 2027, May 3, 2027, August 2, 2027, November 2, 2027, February 2, 2028, May 2, 2028, August 2, 2028, November 2, 2028, February 2, 2029, May 2, 2029, August 2, 2029, November 2, 2029, February 4, 2030 and May 2, 2030 (the final determination date) |
| Redemption dates†: |
May 14, 2026, August 6, 2026, November 5, 2026, February 5, 2027, May 6, 2027, August 5, 2027, November 5, 2027, February 7, 2028, May 5, 2028, August 7, 2028, November 7, 2028, February 7, 2029, May 7, 2029, August 7, 2029, November 7, 2029, February 7, 2030 and the maturity date |
| Maturity date†: |
May 7, 2030 |
| CUSIP / ISIN: |
48136DGP6 / US48136DGP69 |
| Preliminary pricing supplement: |
http://www.sec.gov/Archives/edgar/data/19617/
000121390025035174/ea0239495-01_424b2.htm |
| |
|
|
†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 $910.00 per $1,000 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.
| Hypothetical Payout at Maturity |
Change in Worst Performing
Underlying Index |
Payment at Maturity |
| 50.00% |
$1,425.00 |
| 40.00% |
$1,425.00 |
| 30.00% |
$1,425.00 |
| 20.00% |
$1,425.00 |
| 10.00% |
$1,425.00 |
| 5.00% |
$1,425.00 |
| 0.00% |
$1,425.00 |
| -10.00% |
$1,425.00 |
| -20.00% |
$1,425.00 |
| -30.00% |
$1,425.00 |
| -30.01% |
$1,000.00 |
| -40.00% |
$1,000.00 |
| -40.01% |
$599.90 |
| -50.00% |
$500.00 |
| -60.00% |
$400.00 |
| -80.00% |
$200.00 |
| -100.00% |
$0.00 |
JPMorgan Chase Financial Company LLC
5yr
RTY/SPX/NDX Enhanced Jump Securities with Auto-Callable Feature
Underlying Indices
For more information about the underlying
indices, 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 and Annex A to the accompanying prospectus
addendum for additional information.
Risks Relating to the Securities
Generally
| § | The securities do not pay interest or guarantee the return of any principal and your investment in the
securities may result in a loss. |
| § | The appreciation potential of the securities is limited. |
| § | You are exposed to the price risk of each underlying index. |
| § | Because the securities are linked to the performance of the worst performing underlying index, you are
exposed to greater risks of no early redemption payment or maturity redemption payment and sustaining a significant loss on your investment
than if the securities were linked to just one underlying index. |
| § | 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. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets. |
| § | Investors will not participate in any appreciation of any underlying index. |
| § | Secondary trading may be limited. |
| § | The final terms and estimated valuation of the securities will be provided in the pricing supplement. |
| § | The tax consequences of an investment in the securities are uncertain. |
Risks Relating to Conflicts
of Interest
| § | 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. |
| § | 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
| § | The estimated value of the securities will be lower than the original issue price (price to public) of
the securities. |
| § | The estimated value of the securities does not represent future values of the securities and may differ
from others’ estimates. |
| § | The estimated value of the securities
is derived by reference to an internal funding rate. |
| § | 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. |
| § | Secondary market prices of the securities will likely be lower than the original issue price of the securities.
|
| § | Secondary market prices of the securities
will be impacted by many economic and market factors. |
Risks Relating to the Underlying
Indices
| § | JPMorgan Chase & Co. is currently one of the companies that make up the SPX Index. |
| § | Investing in the securities is not equivalent to investing in any underlying index. |
| § | Adjustments to any underlying index could adversely affect the value of the securities. |
| § | An investment in the securities is subject to risks associated with small capitalization stocks with
respect to the RTY Index. |
| § | The securities are subject to risks associated with securities issued by non-U.S. companies with respect
to the NDX Index. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment
in the securities. |
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, underlying
supplement and preliminary pricing supplement if you so request by calling toll-free 1-866-535-9248.
