Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
11 Agosto 2022 - 9:26PM
Edgar (US Regulatory)
JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to
Rule 433
Registration Statement Nos. 333-236659 and
333-236659-01
Dated August 11, 2022
6-Year
SPX Trigger PLUS
This document provides a summary of the terms of the Trigger
PLUS. Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, underlying
supplement, prospectus supplement and prospectus 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 index: |
S&P 500® Index (Bloomberg ticker: SPX Index) |
Payment at maturity: |
If the final index value is greater than the initial index value,
for each $10 stated principal amount Trigger PLUS:
$10 + leveraged upside payment
If the final index value is less than or equal to the initial
index value but is greater than or equal to the trigger level, for each $10 stated principal amount Trigger PLUS:
$10
If the final index value is less than the trigger level, for each
$10 stated principal amount Trigger PLUS:
$10 × index performance factor
This amount will be less than the stated principal amount of $10 per
Trigger PLUS and will represent a loss of more than 25%, and possibly all of your investment. |
Leveraged upside payment: |
$10 × leverage factor × index percent increase |
Index percent increase: |
(final index value – initial index value) / initial index value |
Initial index value: |
The closing level of the underlying index on the pricing date |
Final index value: |
The closing level of the underlying index on the valuation date |
Trigger level: |
75% of the initial index value |
Leverage factor: |
At least 125.00% The actual leverage factor will be provided in the pricing supplement and will not be less than 125.00% |
Index performance factor: |
final index value / initial index value |
Stated principal amount: |
$10 per Trigger PLUS |
Issue price: |
$10 per Trigger PLUS |
Pricing date: |
Expected to be August 31, 2022 |
Original issue date (settlement date): |
3 business days after the pricing date |
Valuation date†: |
August 31, 2028 |
Maturity date†: |
September 6, 2028 |
CUSIP / ISIN: |
48133H515 / US48133H5155 |
Preliminary pricing supplement: |
http://www.sec.gov/Archives/edgar/data/0001665650/
000121390022046636/s140616_424b2.htm |
†Subject to postponement
The estimated value of the Trigger PLUS on the pricing date will be
provided in the pricing supplement and will not be less than $9.20 per $10 stated principal amount Trigger PLUS. For information about
the estimated value of the Trigger PLUS, which likely will be lower than the price you paid for the Trigger PLUS, please see the hyperlink
above.
Any
payment on the Trigger PLUS is subject to the credit risk of JPMorgan Financial as issuer of the Trigger PLUS, and the credit risk of
JPMorgan Chase & Co., as guarantor of the Trigger PLUS.
Trigger PLUS Payoff Diagram* |
|
Change in Underlying Index |
Return on the Trigger PLUS* |
50.00% |
62.50% |
40.00% |
50.00% |
30.00% |
37.50% |
20.00% |
25.00% |
10.00% |
12.50% |
5.00% |
6.25% |
1.00% |
1.25% |
0.00% |
0.00% |
-10.00% |
0.00% |
-20.00% |
0.00% |
-25.00% |
0.00% |
-25.01% |
-25.01% |
-40.00% |
-40.00% |
-50.00% |
-50.00% |
-60.00% |
-60.00% |
-80.00% |
-80.00% |
-100.00% |
-100.00% |
*Assumes a leverage factor of 125.00%. The actual leverage factor will
be provided in the pricing supplement and will not be less than 125.00%
JPMorgan Chase Financial Company LLC
6-Year
SPX Trigger PLUS
Underlying Index
For more information about the underlying
index, 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, underlying supplement and preliminary pricing supplement
for additional information.
Risks Relating to the Trigger
PLUS Generally
| § | The Trigger PLUS do not pay interest or guarantee the return of any principal and your investment in
the Trigger PLUS may result in a loss. |
| § | The Trigger PLUS 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 Trigger PLUS. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets. |
| § | The benefit provided by the trigger level may terminate on the valuation date. |
| § | Secondary trading may be limited. |
| § | The final terms and estimated valuation of the Trigger PLUS will be provided in the pricing supplement. |
| § | The tax consequences of an investment in the Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS. |
Risks Relating to the Estimated
Value and Secondary Market Prices of the Trigger PLUS
| § | The estimated value of the Trigger PLUS will be lower than the original issue price (price to public)
of the Trigger PLUS. |
| § | The estimated value of the Trigger PLUS does not represent future values of the Trigger PLUS and may
differ from others’ estimates. |
| § | The estimated value of the Trigger
PLUS is derived by reference to an internal funding rate. |
| § | The value of the Trigger
PLUS 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 Trigger PLUS
for a limited time period. |
| § | Secondary market prices of the Trigger PLUS will likely be lower than the original issue price of the
Trigger PLUS. |
| § | Secondary market prices of the Trigger
PLUS will be impacted by many economic and market factors. |
Risks Relating to the Underlying
Index
| § | JPMorgan Chase & Co. is currently one of the companies that make up the
underlying index. |
| § | Investing in the Trigger PLUS is not equivalent to investing in the underlying
index. |
| § | Adjustments to the underlying index could adversely affect the value of the
Trigger PLUS. |
| § | Governmental legislative and regulatory actions, including sanctions, could
adversely affect your investment in the Trigger PLUS. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under “Additional Information about the Trigger PLUS — Tax considerations” concerning the U.S. federal
income tax consequences of an investment in the Trigger PLUS, 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.
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