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 Lesser
Performing of the VanEck® Gold Miners ETF and the VanEck®
Junior Gold Miners ETF due May 15, 2024
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 price of one share of each of the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF, which we
refer to as the Funds, is greater than or equal to 65.00% of its Initial Value, which we refer to as an Interest Barrier.
●The notes will be automatically called if the closing price of one share of each Fund on any Review Date (other than the first,
second, third, fourth, fifth and final Review Dates) is greater than or equal to its Initial Value.
●The earliest date on which an automatic call may be initiated is October 10, 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 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.
●Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about April 10, 2023 and are expected to settle on or about April 13, 2023.
●CUSIP: 48133VGQ7
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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 $15.00 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.
Funds: The VanEck® Gold Miners ETF (Bloomberg ticker:
GDX) and the VanEck® Junior Gold Miners ETF (Bloomberg
ticker: GDXJ) (each a “Fund” and collectively, the “Funds”)
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of each Fund on any Review Date is greater
than or equal to its 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
$12.00 (equivalent to a Contingent Interest Rate of at least
14.40% per annum, payable at a rate of at least 1.20% per
month) (to be provided in the pricing supplement).
If the closing price of one share of either Fund on any Review
Date is less than its Interest Barrier, no Contingent Interest
Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 14.40% per annum,
payable at a rate of at least 1.20% per month (to be provided
in the pricing supplement)
Interest Barrier/Trigger Value: With respect to each Fund,
65.00% of its Initial Value
Pricing Date: On or about April 10, 2023
Original Issue Date (Settlement Date): On or about April 13,
2023
Review Dates*: May 10, 2023, June 12, 2023, July 10, 2023,
August 10, 2023, September 11, 2023, October 10, 2023,
November 10, 2023, December 11, 2023, January 10, 2024,
February 12, 2024, March 11, 2024, April 10, 2024 and May
10, 2024 (final Review Date)
Interest Payment Dates*: May 15, 2023, June 15, 2023, July
13, 2023, August 15, 2023, September 14, 2023, October 13,
2023, November 15, 2023, December 14, 2023, January 16,
2024, February 15, 2024, March 14, 2024, April 15, 2024 and
the Maturity Date
Maturity Date*: May 15, 2024
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second, third, fourth, fifth
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 “General Terms of Notes — Postponement of
a Determination Date — Notes Linked to Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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Automatic Call:
If the closing price of one share of each Fund on any Review
Date (other than the first, second, third, fourth, fifth and final
Review Dates) is greater than or equal to its 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 of each Fund is greater than or equal to its 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 of either Fund is less than its Trigger Value, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If the notes have not been automatically called and the Final
Value of either Fund is less than its Trigger Value, you will lose
more than 35.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: The lower of the Fund
Returns of the Funds
Fund Return: With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund is subject to adjustment upon the occurrence of certain
events affecting that Fund. See “The Underlyings — Funds —
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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13
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$156.00
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12
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$144.00
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11
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$132.00
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10
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$120.00
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9
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$108.00
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8
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$96.00
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7
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$84.00
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6
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$72.00
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5
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$60.00
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4
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$48.00
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3
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$36.00
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2
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$24.00
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1
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$12.00
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0
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$0.00
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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Date
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Closing Price of One
Share of Lesser
Performing Fund
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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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$12.00
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Second Review Date
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$110.00
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$12.00
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Third Review Date
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$110.00
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$12.00
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Fourth Review Date
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$105.00
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$12.00
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Fifth Review Date
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$110.00
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$12.00
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Sixth Review Date
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$120.00
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$1,012.00
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Total Payment
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$1,072.00 (7.20% return)
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Date
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Closing Price of One
Share of Lesser
Performing Fund
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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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$12.00
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Second Review Date
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$85.00
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$12.00
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Third through Twelfth
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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$1,012.00
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Total Payment
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$1,036.00 (3.60% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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Date
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Closing Price of One
Share of Lesser
Performing Fund
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Payment (per $1,000 principal amount note)
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First Review Date
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$55.00
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$0
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Second Review Date
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$60.00
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$0
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Third through Twelfth
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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$55.00
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$550.00
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Total Payment
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$550.00 (-45.00% return)
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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Historical Performance of the VanEck® Gold Miners ETF
Source: Bloomberg
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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Historical Performance of the VanEck® Junior Gold Miners ETF
Source: Bloomberg
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the VanEck® Gold Miners ETF and the VanEck® Junior Gold Miners ETF
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