|
JPMorgan Chase Financial Company LLC Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. Market Linked Securities |
Filed Pursuant to Rule 433 Registration Statement Nos. 333-270004 and 333-270004-01 |
|
|
|
Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of The Goldman Sachs Group, Inc., the SPDR® Gold Trust and the iShares® Silver Trust due November 2, 2028 Fact Sheet dated October 23, 2025 to Preliminary Pricing Supplement dated October 23, 2025 |
Summary of Terms
| Issuer: | JPMorgan Chase Financial Company LLC |
| Guarantor: | JPMorgan Chase & C0. |
| Underlyings: | The common stock of The Goldman Sachs Group, Inc. (Bloomberg ticker: GS) (the “Underlying Stock”) and the SPDR® Gold Trust (Bloomberg ticker: GLD) and the iShares® Silver Trust (Bloomberg ticker: SLV) (each a “Fund”) |
| Pricing Date1: | October 29, 2025 |
| Issue Date1: | November 3, 2025 |
| Final Calculation Day1, 2: | October 30, 2028 |
| Stated Maturity Date1, 2: | November 2, 2028 |
| Principal Amount: | $1,000 per security (100% of par) |
| Automatic Call: | If the closing value of the lowest performing Underlying on the call date is greater than or equal to its starting value, the securities will be automatically called, and on the call settlement date, investors will receive the principal amount plus the call premium. |
| Call Premium: | At least 40.00% of the principal amount (the actual call premium will be provided in the pricing supplement) |
| Call Date1, 2: | November 3, 2026 |
| Call Settlement Date1, 2: | Three business days after the call date |
| Maturity Payment Amount: |
If the securities are not automatically called on the call date, the “maturity payment amount” per security will equal: · if the ending value of the lowest performing Underlying on the final calculation day is greater than its starting value: $1,000 + ($1,000 × underlying return of the lowest performing Underlying on the final calculation day × upside participation rate); · if the ending value of the lowest performing Underlying on the final calculation day is less than or equal to its starting value, but greater than or equal to its threshold value: $1,000; or · if the ending value of the lowest performing Underlying on the final calculation day is less than its threshold value: $1,000 + ($1,000 × underlying return of the lowest performing Underlying on the final calculation day) |
| Lowest Performing Underlying: | On the call date or the final calculation day, the Underlying with the lowest underlying return on that day |
| Starting Value: | For each Underlying, its closing value on the pricing date |
| Ending Value: | For each Underlying, its closing value on the final calculation day |
| Upside Participation Rate: | 300% |
| Threshold Value: | For each Underlying, 70% of its starting value |
| Underlying Return: | For the call date or the final calculation day and for each Underlying: (closing value on that day – starting value) / starting value |
| Calculation Agent: | J.P. Morgan Securities LLC (“JPMS”) |
| Denominations: | $1,000 and any integral multiple of $1,000 |
| CUSIP: | 48136JCC6 |
| Fees and Commissions: | Up to 2.575% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 2.00% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.075%. In addition, with respect of certain securities sold in this offering, JPMS may pay a fee of up to 0.30% to selected dealers in consideration for marketing and other services in connection with the distribution of the securities to other dealers. |
| Tax Considerations: | See the preliminary pricing supplement. |
|
1 Subject to change 2 Subject to postponement | |
Hypothetical Payout Profile*
*Assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date
If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the closing value of the lowest performing Underlying on the call date significantly exceeds its starting value. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the lowest performing Underlying on the final calculation day at the upside participation rate.
If the securities are not automatically called and the ending value of the lowest performing Underlying on the final calculation day is less than its threshold value, you will have full downside exposure to the decrease in the value of that Underlying from its starting value and you will lose more than 30%, and possibly all, of the principal amount of your securities at maturity.
The securities are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. 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.
If the securities priced on the date of the accompanying preliminary pricing supplement, the estimated value of the securities would be approximately $924.00 per security. The estimated value of the securities, when the terms of the securities are set, will be provided in the pricing supplement and will not be less than $900.00 per security. See “The Estimated Value of the Securities” in the preliminary pricing supplement for additional information.
Preliminary Pricing Supplement:
http://www.sec.gov/Archives/edgar/data/19617/
000121390025101610/ea0262303-01_424b2.htm
The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Risk Factors” in the accompanying prospectus supplement and the accompanying product supplement, Annex A to the accompanying prospectus addendum and “Selected Risk Considerations” in the accompanying preliminary pricing supplement.
The securities are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.
THIS FACT SHEET DOES NOT PROVIDE ALL OF THE INFORMATION THAT AN INVESTOR SHOULD CONSIDER PRIOR TO MAKING AN INVESTMENT DECISION. This fact sheet should be read in conjunction with the accompanying preliminary pricing supplement, prospectus, prospectus supplement, prospectus addendum, product supplement and underlying supplement.
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement, the “Risk Factors” sections in the accompanying prospectus supplement and product supplement and Annex A to the accompanying prospectus addendum. Please review the risk disclosure carefully.
|
· If the Securities Are Not Automatically Called and the Ending Value of the Lowest Performing Underlying on the Final Calculation Day Is Less Than Its Threshold Value, You Will Lose More Than 30%, and Possibly All, of the Principal Amount of Your Securities at Maturity. · If the Securities Are Automatically Called, the Return on the Securities Will Be Limited to the Call Premium. · You Will Be Subject to Reinvestment Risk. · The Securities Are Subject to the Credit Risks of JPMorgan Financial and JPMorgan Chase & Co. · As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and Has Limited Assets. · You Are Exposed to the Risk of Decline in the Value of Each Underlying. · Your Payment at Maturity Will Be Determined by the Lowest Performing Underlying. · You Will Be Subject to Risks Resulting from the Relationship Among the Underlyings. · The Benefit Provided by the Threshold Value May Terminate on the Final Calculation Day. · No Interest or Dividend Payments or Voting or Other Rights · You Will Have No Ownership Rights in Any Underlying or Any of the Commodities Held by Either Fund. · Lack of Liquidity · The Final Terms and Estimated Valuation of the Securities Will Be Provided in the Pricing Supplement. · The U.S. Federal Tax Consequences of the Securities Are Uncertain, and May Be Adverse to a Holder of the Securities. · Potential Conflicts · 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 JPMS (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. · Many Economic and Market Factors Will Impact the Value of the Securities. · No Affiliation with the Underlying Stock Issuer · The Anti-Dilution Protection for the Underlying Stock Is Limited and May Be Discretionary. · There Are Risks Associated with the Funds. · The Funds Are Not Investment Companies or Commodity Pools and Will Not Be Subject to Regulation Under the Investment Company Act of 1940, As Amended, or the Commodity Exchange Act. · The Performance and Market Value of Each Fund, Particularly During Periods of Market Volatility, May Not Correlate with the Performance of that Fund’s Fund Underlying Commodity As Well As the Net Asset Value Per Share. · The Securities Are Subject to Risks Associated with Gold with Respect to the SPDR® Gold Trust. · The Securities Are Subject to Risks Associated with Silver with Respect to the iShares® Silver Trust. · There Are Risks Relating to Commodities Trading on the LBMA with Respect to the Funds. · Single Commodity Prices Tend to Be More Volatile Than, and May Not Correlate with, the Prices of Commodities Generally. · The Anti-Dilution Protection for the Funds Is Limited and May Be Discretionary. · Any Payment on the Securities Will Depend upon the Performance of Each Underlying and Therefore the Securities Are Subject to the Risks Associated with Each Underlying, Each as Discussed in the Accompanying Preliminary Pricing Supplement and Product Supplement.
|
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.
As used in this fact sheet, “we,” “us” and “our” refer to JPMorgan Financial Company LLC. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.