Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
17 Janvier 2025 - 10:00PM
Edgar (US Regulatory)
|
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 S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due February
3, 2028
Fact Sheet dated January 17, 2025 to Preliminary Pricing
Supplement dated January 17, 2025 |
Summary of Terms
| Issuer: |
JPMorgan
Chase Financial Company LLC |
| Guarantor: |
JPMorgan
Chase & C0. |
| Indices: |
S&P
500® Index, Russell 2000® Index and Nasdaq-100 Index® |
| Pricing
Date1: |
January
31, 2025 |
| Issue
Date1: |
February
5, 2025 |
| Final
Calculation Day1, 2: |
January
31, 2028 |
| Stated
Maturity Date1, 2: |
February
3, 2028 |
| Principal
Amount: |
$1,000
per security (100% of par) |
| Automatic
Call: |
If
the closing level of the lowest performing Index on the call date is greater than or equal to its starting level, 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 17.15% of the principal amount (the actual call premium will be provided in the pricing supplement) |
| Call
Date1, 2: |
February
5, 2026 |
| Call
Settlement Date2: |
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 level of the lowest performing Index on the final calculation
day is greater than its starting level:
$1,000 + ($1,000 × index return of the lowest performing Index on the
final calculation day × upside participation rate);
If the ending level of the lowest performing Index on the final calculation
day is less than or equal to its starting level, but greater than or equal to its threshold level: $1,000; or
If the ending level of the lowest performing Index on the final calculation
day is less than its threshold level:
$1,000 + ($1,000 × index return of the lowest performing Index on the
final calculation day) |
| Lowest
Performing Index |
On
the call date or the final calculation day, the Index with the lowest index return on that day |
| Starting
Level: |
For
each Index, its closing level on the pricing date |
| Ending
Level: |
For
each Index, its closing level on the final calculation day |
| Upside
Participation Rate: |
150% |
| Threshold
Level: |
For
each Index, 75% of its starting level |
| Index
Return: |
For
the call date or the final calculation day and for each Index: (closing level on that day – starting level) / starting level |
| Calculation
Agent: |
J.P.
Morgan Securities LLC (“JPMS”) |
| Denominations: |
$1,000
and any integral multiple of $1,000 |
| CUSIP: |
48136BJX0 |
| 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 level of the lowest performing Index on the call date significantly
exceeds its starting level. If the securities are automatically called, you will not have the opportunity to participate in any appreciation
of the lowest performing Index on the final calculation day at the upside participation rate.
If the securities are not automatically called and the ending level of
the lowest performing Index on the final calculation day is less than its threshold level, you will have full downside exposure to the
decrease in the level of that Index from its starting level and you will lose more than 25%, 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 $957.90 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 $930.00 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/19617/000121390025004563/
ea0228044-01_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 Level of the Lowest Performing Index on the Final Calculation Day Is Less Than Its Threshold Level, You Will Lose More Than 25%, 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 Level of Each Index. |
| · |
Your Payment at Maturity Will Be Determined by the Lowest Performing Index. |
| · |
You Will Be Subject to Risks Resulting from the Relationship Among the Indices. |
| · |
The Benefit Provided by the Threshold Level May Terminate on the Final Calculation Day. |
| · |
No Interest or Dividend Payments or Voting Rights |
| · |
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. |
| · |
Each of JPMorgan Chase & Co. and Wells Fargo & Company (the Parent Company of WFS) Is Currently One of the Companies that Make Up the S&P 500® Index. |
| · |
An Investment in the Securities Is Subject to Risks Associated with Small Capitalization Stocks with Respect to the Russell 2000® Index. |
| · |
The Securities Are Subject to Non-U.S. Securities Risk with Respect to the Nasdaq-100 Index®. |
| · |
Any Payment on the Securities Will Depend upon the Performance of Each Index and Therefore the Securities Are Subject to the Risks Associated with Each Index, Each as Discussed in the Accompanying 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.
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