JPMorgan Chase & Co.
05/02/2025 | Press release | Distributed by Public on 05/02/2025 14:56
Free Writing Prospectus (Form FWP)
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JPMorgan Chase Financial Company LLC Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. Market Linked Securities |
Filed Pursuant to Rule 433
Registration Statement |
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Market Linked Securities - Auto-Callable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Financial Select Sector SPDR® Fund, the Utilities Select Sector SPDR® Fund and the Dow Jones Industrial Average® due May 10, 2029 Fact Sheet dated May 2, 2025 to Preliminary Pricing Supplement dated May 2, 2025 |
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Summary of Terms
| Issuer: | JPMorgan Chase Financial Company LLC |
| Guarantor: | JPMorgan Chase & C0. |
| Underlyings: | Financial Select Sector SPDR® Fund (Bloomberg ticker: XLF), Utilities Select Sector SPDR® Fund (Bloomberg ticker: XLU) and Dow Jones Industrial Average® (Bloomberg ticker: INDU) |
| Pricing Date1: | May 7, 2025 |
| Issue Date1: | May 12, 2025 |
| Stated Maturity Date1, 2: | May 10, 2029 |
| Principal Amount: | $1,000 per security (100% of par) |
| Automatic Call: | If the closing value of the lowest performing Underlying on any call date is greater than or equal to its starting value, the securities will be automatically called for the principal amount plus the call premium applicable to the relevant call date. See "Call Dates and Call Premiums" on page 2. |
| Call Dates1, 2 and Call Premiums: | The call premium applicable to each call date will be a percentage of the principal amount that increases for each call date based on a simple (non-compounding) return of approximately at least 12.10% per annum. See "Call Dates and Call Premiums" on page 2. |
| Call Settlement Date1, 2: | Three business days after the applicable call date, provided that the call settlement date for the final call date is the stated maturity date |
| Maturity Payment Amount (per security): |
If the securities are not automatically called: · if the ending value of the lowest performing Underlying on the final calculation day is less than its starting value but greater than or equal to its threshold value: $1,000; or · if the ending value of the lowest performing Underlying on the final calculation day is less than its threshold value: $1,000 + ($1,000 × underlying return of the lowest performing Underlying on the final calculation day) |
| Lowest Performing Underlying: | For any call date, the "lowest performing Underlying" will be the Underlying with the lowest underlying return on that call date. |
| Starting Value: | For each Underlying, its closing value on the pricing date |
| Ending Value: | For each Underlying, its closing value on the final calculation day |
| Threshold Value: | For each Underlying, 75.00% of its starting value |
| Underlying Return: | For each Underlying on any call date, (closing value on that call date - starting value) / starting value |
| Calculation Agent: | J.P. Morgan Securities LLC ("JPMS") |
| Denominations: | $1,000 and any integral multiple of $1,000 |
| CUSIP: | 48136DU21 |
| 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. |
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1 Subject to change 2 Subject to postponement |
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Hypothetical Payout Profile*
* Assumes a call premium for each call date equal to the minimum call premium for that call date
If the securities are not automatically called and the ending value of the lowest performing Underlying on the final calculation day is less than its threshold value, you will have full downside exposure to the decrease in the value of that Underlying from its starting value, and you will lose more than 25%, and possibly all, of the principal amount of your securities at maturity.
Any positive return on the securities will be limited to the applicable call premium, even if the closing value of the lowest performing Underlying on the applicable call date significantly exceeds its starting value. You will not participate in any appreciation of any Underlying beyond the applicable call premium.
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 $951.70 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 $920.00 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/19617/000121390025038820/
ea0240665-01_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
Call Dates and Call Premiums
| Call Date | Call Premium† | Call Date | Call Premium† |
| May 12, 2026 | At least 12.100% of the principal amount | December 13, 2027 | At least 31.258% of the principal amount |
| June 12, 2026 | At least 13.108% of the principal amount | January 12, 2028 | At least 32.267% of the principal amount |
| July 13, 2026 | At least 14.117% of the principal amount | February 14, 2028 | At least 33.275% of the principal amount |
| August 12, 2026 | At least 15.125% of the principal amount | March 13, 2028 | At least 34.283% of the principal amount |
| September 14, 2026 | At least 16.133% of the principal amount | April 12, 2028 | At least 35.292% of the principal amount |
| October 12, 2026 | At least 17.142% of the principal amount | May 12, 2028 | At least 36.300% of the principal amount |
| November 12, 2026 | At least 18.150% of the principal amount | June 12, 2028 | At least 37.308% of the principal amount |
| December 14, 2026 | At least 19.158% of the principal amount | July 12, 2028 | At least 38.317% of the principal amount |
| January 12, 2027 | At least 20.167% of the principal amount | August 14, 2028 | At least 39.325% of the principal amount |
| February 12, 2027 | At least 21.175% of the principal amount | September 12, 2028 | At least 40.333% of the principal amount |
| March 12, 2027 | At least 22.183% of the principal amount | October 12, 2028 | At least 41.342% of the principal amount |
| April 12, 2027 | At least 23.192% of the principal amount | November 13, 2028 | At least 42.350% of the principal amount |
| May 12, 2027 | At least 24.200% of the principal amount | December 12, 2028 | At least 43.358% of the principal amount |
| June 14, 2027 | At least 25.208% of the principal amount | January 12, 2029 | At least 44.367% of the principal amount |
| July 12, 2027 | At least 26.217% of the principal amount | February 12, 2029 | At least 45.375% of the principal amount |
| August 12, 2027 | At least 27.225% of the principal amount | March 12, 2029 | At least 46.383% of the principal amount |
| September 13, 2027 | At least 28.233% of the principal amount | April 12, 2029 | At least 47.392% of the principal amount |
| October 12, 2027 | At least 29.242% of the principal amount | May 7, 2029 (the "final calculation day") | At least 48.400% of the principal amount |
| November 12, 2027 | At least 30.250% of the principal amount |
† To be provided in the pricing 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 Value of the Lowest Performing Underlying on the Final Calculation Day Is Less Than Its Threshold Value, You Will Lose More Than 25%, and Possibly All, of the Principal Amount of Your Securities at Maturity.
· The Potential Return on the Securities Is 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 Value of Each Underlying.
· Your Maturity Payment Amount Will Be Determined by the Lowest Performing Underlying.
· You Will Be Subject to Risks Resulting from the Relationship Among the Underlyings.
· 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 Financial Select Sector SPDR® Fund and Its Fund Underlying Index, and JPMorgan Chase & Co. Is Currently One of the Companies that Make Up the Index"
· There Are Risks Associated with the Funds.
· The Performance and Market Value of Each Fund, Particularly During Periods of Market Volatility, May Not Correlate with the Performance of that Fund's Fund Underlying Index As Well As the Net Asset Value Per Share.
· The Securities Are Subject to Risks Associated with the Financial Sector with Respect to the Financial Select Sector SPDR® Fund.
· The Securities Are Subject to Risks Associated with the Utilities Sector with Respect to the Utilities Select Sector SPDR® Fund.
· Any Payment on the Securities Will Depend upon the Performance of Each Underlying and Therefore the Securities Are Subject to Risks Associated with Each Underlying, Each as Discussed in the Accompanying Preliminary 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.
JPMorgan Chase & Co. published this content on May 02, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 02, 2025 at 20:56 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io