03/31/2023 | Press release | Distributed by Public on 03/31/2023 04:17
April , 2023
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Registration Statement Nos. 333-236659 and 333-236659-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
Auto Callable Contingent Interest Notes Linked to the MerQube
US Large-Cap Vol Advantage Index due April 30, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which
the closing level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is greater than or equal
to 60.00% of the Initial Value, which we refer to as the Interest Barrier.
●The notes will be automatically called if the closing level of the Index on any Review Date (other than the first and final
Review Dates) is greater than or equal to the Initial Value.
●The earliest date on which an automatic call may be initiated is October 25, 2023.
●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the
futures contracts included in the Index, will heighten any depreciation of those futures contracts and will generally
be a drag on the performance of the Index. The Index will trail the performance of an identical index without a
deduction. See "Selected Risk Considerations - Risks Relating to the Notes Generally - The Level of the Index
Will Include a 6.0% per Annum Daily Deduction" in this pricing supplement.
●The notes 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 notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of
JPMorgan Chase & Co., as guarantor of the notes.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about April 25, 2023 and are expected to settle on or about April 28, 2023.
●CUSIP:48133VRC6
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$
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$
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Total
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$
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$
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$
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(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it
receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $32.50 per $1,000 principal
amount note. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement.
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Issuer:JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor:JPMorgan Chase & Co.
Index: The MerQube US Large-Cap Vol Advantage Index
(Bloomberg ticker: MQUSLVA). The level of the Index reflects
a deduction of 6.0% per annum that accrues daily.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of the Index on any Review Date is greater than or equal
to the Interest Barrier, you will receive on the applicable
Interest Payment Date for each $1,000 principal amount note
a Contingent Interest Payment equal to at least $30.00
(equivalent to a Contingent Interest Rate of at least 12.00%
per annum, payable at a rate of at least 3.00% per quarter) (to
be provided in the pricing supplement).
If the closing level of the Index on any Review Date is less
than the Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date.
Contingent Interest Rate:At least 12.00% per annum,
payable at a rate of at least 3.00% per quarter (to be provided
in the pricing supplement)
Interest Barrier/Trigger Value:60.00% of the Initial Value
Pricing Date:On or about April 25, 2023
Original Issue Date (Settlement Date):On or about April 28,
2023
Review Dates*:July 25, 2023, October 25, 2023, January 25,
2024, April 25, 2024, July 25, 2024, October 25, 2024, January
27, 2025, April 25, 2025, July 25, 2025, October 27, 2025,
January 26, 2026 and April 27, 2026 (final Review Date)
Interest Payment Dates*:July 28, 2023, October 30, 2023,
January 30, 2024, April 30, 2024, July 30, 2024, October 30,
2024, January 30, 2025, April 30, 2025, July 30, 2025, October
30, 2025, January 29, 2026 and the Maturity Date
Maturity Date*:April 30, 2026
Call Settlement Date*:If the notes are automatically called on
any Review Date (other than the first and final Review Dates),
the first Interest Payment Date immediately following that
Review Date
* Subject to postponement in the event of a market disruption event
and as described under "Supplemental Terms of Notes -
Postponement of a Determination Date - Notes Linked Solely to an
Index" in the accompanying underlying supplement and "General
Terms of Notes - Postponement of a Payment Date" in the
accompanying product supplement
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Automatic Call:
If the closing level of the Index on any Review Date (other than
the first and final Review Dates) is greater than or equal to the
Initial Value, the notes will be automatically called for 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 is greater than or equal to the 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 is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
40.00% of your principal amount at maturity and could lose all
of your principal amount at maturity.
Index Return:
(Final Value - Initial Value)
Initial Value
Initial Value:The closing level of the Index on the Pricing
Date
Final Value:The closing level of the Index on the final Review
Date
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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12
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$360.00
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11
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$330.00
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10
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$300.00
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9
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$270.00
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8
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$240.00
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7
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$210.00
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6
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$180.00
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5
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$150.00
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4
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$120.00
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3
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$90.00
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2
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$60.00
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1
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$30.00
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0
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$0.00
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Review Date
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105.00
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$30.00
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Second Review Date
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110.00
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$1,030.00
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Total Payment
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$1,060.00 (6.00% return)
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Review Date
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95.00
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$30.00
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Second Review Date
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85.00
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$30.00
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Third through Eleventh
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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90.00
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$1,030.00
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Total Payment
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$1,090.00 (9.00% return)
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Date
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Closing Level
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Payment (per $1,000 principal amount note)
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First Review Date
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50.00
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$0
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Second Review Date
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55.00
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$0
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Third through Eleventh
Review Dates
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Less than Interest Barrier
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$0
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Final Review Date
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50.00
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$500.00
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Total Payment
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$500.00 (-50.00% return)
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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Hypothetical Back-Tested and Historical Performance of the
MerQube US Large-Cap Vol Advantage Index
Source: Bloomberg
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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PS-13 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the MerQube US
Large-Cap Vol Advantage Index
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