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 $30.875
(equivalent to a Contingent Interest Rate of at least 12.35%
per annum, payable at a rate of at least 3.0875% 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 12.35% per annum,
payable at a rate of at least 3.0875% per quarter (to be
provided in the pricing supplement)
Interest Barrier/Trigger Value: 60.00% of the Initial Value
Pricing Date: On or about March 29, 2023
Original Issue Date (Settlement Date): On or about March
31, 2023
Review Dates*: June 29, 2023, September 29, 2023,
December 29, 2023, April 1, 2024, July 1, 2024, September
30, 2024, December 30, 2024, March 31, 2025, June 30,
2025, September 29, 2025, December 29, 2025, March 30,
2026, June 29, 2026, September 29, 2026, December 29,
2026, March 29, 2027, June 29, 2027, September 29, 2027,
December 29, 2027 and March 29, 2028 (final Review Date)
Interest Payment Dates*: July 5, 2023, October 4, 2023,
January 4, 2024, April 4, 2024, July 5, 2024, October 3, 2024,
January 3, 2025, April 3, 2025, July 3, 2025, October 2, 2025,
January 2, 2026, April 2, 2026, July 2, 2026, October 2, 2026,
January 4, 2027, April 1, 2027, July 2, 2027, October 4, 2027,
January 3, 2028 and the Maturity Date
Maturity Date*: April 3, 2028
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second, third 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, second, third 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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