Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
25 Novembre 2022 - 08:20PM
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 November 23, 2022 |
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.
SUMMARY OF TERMS |
Issuer:
|
JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
Guarantor: |
JPMorgan Chase & Co. |
Underlying
stock: |
Common
stock of The Home Depot, Inc. (Bloomberg ticker: HD UN Equity) |
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. |
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. |
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. |
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
|
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 |
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 |
|
·
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. |
Downside
threshold level: |
60% of the initial stock price |
Initial
stock price: |
The closing price of the underlying stock on the pricing date |
Final
stock price: |
The closing price of the underlying stock on the final determination date |
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. |
Stock
performance factor: |
final stock price / initial stock price |
Stated
principal amount: |
$10 per security |
Issue
price: |
$10 per security |
Pricing
date: |
Expected
to be December 2, 2022 |
Original
issue date (settlement date): |
3 business days after the pricing date |
Maturity
date†: |
December 5, 2025 |
CUSIP
/ ISIN: |
48133J313 / US48133J3133 |
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.
Hypothetical Payout at Maturity
(if
the securities have not previously been redeemed) |
Change in Underlying Stock |
Payment at Maturity (excluding any
coupon payable at maturity) |
50.00% |
$10.000 |
40.00% |
$10.000 |
30.00% |
$10.000 |
20.00% |
$10.000 |
10.00% |
$10.000 |
5.00% |
$10.000 |
0.00% |
$10.000 |
-10.00% |
$10.000 |
-20.00% |
$10.000 |
-30.00% |
$10.000 |
-40.00% |
$10.000 |
-40.01% |
$5.999 |
-50.00% |
$5.000 |
-60.00% |
$4.000 |
-80.00% |
$2.000 |
-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
| § | The securities do not guarantee the return of any principal and your investment in the securities may
result in a loss. |
| § | 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. |
| § | The contingent quarterly payment is based solely on the closing prices of the underlying stock on the
specified determination dates. |
| § | 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 the underlying stock. |
| § | Secondary trading may be limited. |
| § | The final terms and valuation of the securities will be provided in the pricing supplement. |
| § | The U.S. federal income 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
Stock
| § | Investing
in the securities is not equivalent to investing in the common stock of The Home Depot, Inc. |
| § | No
affiliation with The Home Depot, Inc. |
| § | We
may engage in business with or involving The Home Depot, Inc. without regard to your interests. |
| § | 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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