03/20/2023 | Press release | Distributed by Public on 03/20/2023 10:17
March , 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 Dual Directional Buffered Equity Notes Linked
to the S&P 500® Index due September 26, 2024
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a capped, unleveraged exposure to any appreciation (with a Maximum
Upside Return of at least 14.25%), or a capped, unleveraged return equal to the absolute value of any depreciation (up to
the Buffer Amount of 20.00%), of the S&P 500® Index at maturity.
●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% 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 March 22, 2023 and are expected to settle on or about March 27, 2023.
●CUSIP: 48133VER7
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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 $6.50 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.
Index: The S&P 500® Index (Bloomberg ticker: SPX)
Maximum Upside Return: At least 14.25% (corresponding
to a maximum payment at maturity of at least $1,142.50 per
$1,000 principal amount note if the Index Return is positive)
(to be provided in the pricing supplement)
Buffer Amount: 20.00%
Pricing Date:On or about March 22, 2023
Original Issue Date (Settlement Date):On or about March
27, 2023
Observation Date*:September 23, 2024
Maturity Date*:September 26, 2024
* 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), subject to the Maximum
Upside Return
If the Final Value is equal to the Initial Value or is less than
the Initial Value by up to the Buffer Amount, your payment at
maturity per $1,000 principal amount note will be calculated
as follows:
$1,000 + ($1,000 × Absolute Index Return)
This payout formula results in an effective cap of 20.00% on
your return at maturity if the Index Return is negative. Under
these limited circumstances, your maximum payment at
maturity is $1,200.00 per $1,000 principal amount note.
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.
Absolute Index Return: The absolute value of the Index
Return. For example, if the Index Return is -5%, the
Absolute Index Return will equal 5%.
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 Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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Final Value
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Index Return
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Absolute 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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N/A
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14.25%
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$1,142.50
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165.00
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65.00%
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N/A
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14.25%
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$1,142.50
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150.00
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50.00%
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N/A
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14.25%
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$1,142.50
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140.00
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40.00%
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N/A
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14.25%
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$1,142.50
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130.00
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30.00%
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N/A
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14.25%
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$1,142.50
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120.00
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20.00%
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N/A
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14.25%
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$1,142.50
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114.25
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14.25%
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N/A
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14.25%
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$1,142.50
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110.00
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10.00%
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N/A
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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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N/A
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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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N/A
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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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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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5.00%
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5.00%
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$1,050.00
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90.00
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-10.00%
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10.00%
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10.00%
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$1,100.00
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85.00
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-15.00%
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15.00%
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15.00%
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$1,150.00
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80.00
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-20.00%
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20.00%
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20.00%
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$1,200.00
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70.00
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-30.00%
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N/A
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-10.00%
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$900.00
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60.00
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-40.00%
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N/A
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-20.00%
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$800.00
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50.00
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-50.00%
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N/A
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-30.00%
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$700.00
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40.00
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-60.00%
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N/A
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-40.00%
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$600.00
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30.00
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-70.00%
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N/A
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-50.00%
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$500.00
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20.00
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-80.00%
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N/A
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-60.00%
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$400.00
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10.00
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-90.00%
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N/A
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-70.00%
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$300.00
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0.00
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-100.00%
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N/A
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-80.00%
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$200.00
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PS-2 | Structured Investments
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Capped Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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PS-3 | Structured Investments
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Capped Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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PS-4 | Structured Investments
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Capped Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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PS-5 | Structured Investments
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Capped Dual Directional 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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PS-6 | Structured Investments
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Capped Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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PS-7 | Structured Investments
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Capped Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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PS-8 | Structured Investments
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Capped Dual Directional Buffered Equity Notes Linked to the S&P 500®
Index
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