February , 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
Capped Buffered Equity Notes Linked to the S&P 500®
Index due February 6, 2025
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a return of 1.00 times any appreciation of the S&P 500® Index, up to a
maximum return of at least 31.60%, at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principal amount
at maturity.
●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 February 3, 2023 and are expected to settle on or about February 8, 2023.
●CUSIP: 48133T6X8
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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 $9.00 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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Key Terms
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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 S&P 500® Index (Bloomberg ticker: SPX)
Maximum Return: At least 31.60% (corresponding to a
maximum payment at maturity of at least $1,316.00 per $1,000
principal amount note) (to be provided in the pricing supplement)
Upside Leverage Factor: 1.00
Buffer Amount: 15.00%
Pricing Date: On or about February 3, 2023
Original Issue Date (Settlement Date): On or about February
8, 2023
Observation Date*: February 3, 2025
Maturity Date*: February 6, 2025
* Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to a Single Underlying — Notes
Linked to a Single Underlying (Other Than a Commodity Index)” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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Payment at Maturity: If the Final Value is greater than the Initial
Value, your payment at maturity per $1,000 principal amount note
will be calculated as follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor),
subject to the Maximum Return
If the Final Value is equal to the Initial Value or is less than the
Initial Value by up to the Buffer Amount, you will receive the
principal amount of your notes at maturity.
If the Final Value is less than the Initial Value by more than the
Buffer Amount, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Amount)]
If the Final Value is less than the Initial Value by more than the
Buffer Amount, you will lose some or most 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 Observation
Date
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PS-1 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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Hypothetical Payout Profile
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Final Value
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Index Return
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Total Return on the Notes
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Payment at Maturity
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180.00
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80.00%
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31.60%
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$1,316.00
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170.00
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70.00%
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31.60%
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$1,316.00
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160.00
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60.00%
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31.60%
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$1,316.00
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150.00
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50.00%
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31.60%
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$1,316.00
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140.00
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40.00%
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31.60%
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$1,316.00
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131.60
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31.60%
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31.60%
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$1,316.00
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130.00
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30.00%
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30.00%
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$1,300.00
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120.00
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20.00%
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20.00%
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$1,200.00
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110.00
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10.00%
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10.00%
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$1,100.00
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105.00
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5.00%
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5.00%
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$1,050.00
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101.00
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1.00%
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1.00%
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$1,010.00
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100.00
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0.00%
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0.00%
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$1,000.00
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95.00
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-5.00%
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0.00%
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$1,000.00
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90.00
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-10.00%
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0.00%
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$1,000.00
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85.00
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-15.00%
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0.00%
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$1,000.00
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80.00
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-20.00%
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-5.00%
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$950.00
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70.00
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-30.00%
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-15.00%
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$850.00
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60.00
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-40.00%
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-25.00%
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$750.00
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50.00
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-50.00%
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-35.00%
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$650.00
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40.00
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-60.00%
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-45.00%
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$550.00
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30.00
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-70.00%
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-55.00%
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$450.00
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20.00
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-80.00%
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-65.00%
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$350.00
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10.00
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-90.00%
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-75.00%
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$250.00
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0.00
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-100.00%
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-85.00%
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$150.00
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PS-2 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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How the Notes Work
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PS-3 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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Selected Risk Considerations
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PS-4 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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The Index
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PS-5 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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Historical Performance of the S&P 500® Index
Source: Bloomberg
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Tax Treatment
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PS-6 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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The Estimated Value of the Notes
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PS-7 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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Secondary Market Prices of the Notes
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Supplemental Use of Proceeds
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Supplemental Plan of Distribution
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Supplemental Information About the Form of the Notes
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Additional Terms Specific to the Notes
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PS-8 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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PS-9 | Structured Investments
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Capped Buffered Equity Notes Linked to the S&P 500® Index
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