[FWP] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Free Writing Prospectus

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering Capped Dual Directional Buffered Equity Notes linked to the Russell 2000 Index (RTY) and the S&P 500 Index (SPX).

• Principal terms: $1,000 minimum denomination; Pricing Date – 30 Jul 2025; Observation Date – 1 Feb 2027; Maturity – 4 Feb 2027 (≈18 months).
• Upside participation: If both indices finish above their initial levels, investors receive principal plus the lesser-performing underlying return, capped at the Maximum Upside Return (≥28%).
• Dual-directional feature: If the lesser-performing return is between 0% and -10%, investors receive the absolute value of that negative move, effectively capping the gain at 10% in this scenario (maximum $1,100 per note).
• Downside buffer: First 10% of loss on the lesser-performing index is absorbed; losses beyond -10% reduce principal 1-for-1 after the buffer.
• Estimated value: ≥ $900 per $1,000 note at pricing (reflects issuer’s internal funding rate).
• Credit & liquidity: Payment depends on the credit of JPMorgan Chase Financial Company LLC (issuer) and JPMorgan Chase & Co. (guarantor). JPMS may make a secondary market but is not obligated, creating potential illiquidity and price concessions.
• Investor considerations: No coupons, dividends or voting rights; product may be unsuitable for buy-and-hold equity investors seeking uncapped equity exposure. Tax treatment is uncertain; investors should consult advisers.

The notes are registered under SEC Rule 433 (FWP). Investors should review the prospectus, supplements and preliminary pricing supplement (CUSIP 48136FFS6) for full risk factors and pricing details.

Positive

• 10% downside buffer provides limited protection against moderate market declines.
• Minimum 28% upside cap offers potentially attractive return if both indices post solid gains within 18 months.
• Dual-directional feature converts small losses (0% to –10%) into positive returns, adding versatility.

Negative

• Upside is capped at ≤28% (or 10% for small declines), restricting participation in strong bull markets.
• Principal at risk beyond –10%; investors can lose most or all of their investment if indices fall sharply.
• Credit and liquidity risk tied to JPMorgan Chase; secondary market may be limited and at discounts.
• No income – investors forego dividends and interest during the term.
• Estimated value < issue price (≤90% of par) implies an immediate economic cost to investors.

Insights

Structured-Product Analyst

TL;DR – 10% buffer limits losses, ≥28% cap constrains upside; credit & liquidity risks remain.

Risk/return trade-off: Gains are attractive only if both indices rise; otherwise the absolute-return feature tops out at 10%. Compared with plain equities, investors give up dividends and any upside beyond ~28% for a modest 10% buffer. The minimum estimated value (90% of par) is typical but immediately places holders at a mark-to-model discount. Liquidity is dealer-driven; bid/ask spreads can erase part of the buffer. Credit exposure to JPM remains despite index diversification. Overall, neutral impact for JPM but investors must view it as a tactical, not core, allocation.

Portfolio Manager

TL;DR – Structured note offers defined outcome; limited role in diversified portfolios.

The note may suit investors seeking short-term defined downside protection while accepting a hard upside ceiling. However, the 10% buffer could be replicated more cheaply with options, and the capped gain risks underperformance in strong markets. The dual-directional payout is less compelling given the narrow 0% to –10% window. From a portfolio construction view, the product is niche, adds issuer credit risk and potential illiquidity. I classify impact as neutral to slightly negative for most long-term investors.

North America Structured Investments 18m RTY/SPX Capped Dual Directional Buffered Equity Notes The following is a summary of the terms of the notes offered by the preliminary pricing supplement highlighted below. Summary of Terms Issuer: Guarantor: Minimum Denomination: Underlyings: Pricing Date: Observation Date: Maturity Date: Maximum Upside Return: Buffer Amount: Payment At Maturity: JPMorgan Chase Financial Company LLC JPMorgan Chase & Co. $1,000 Russell 2000 ® Index and S&P 500 ® Index July 30, 2025 February 1, 2027 February 4 , 2027 At least 28 . 00 % * 10 . 00 % If the Final Value of each Underlying is greater than its Initial Value, your payment at maturity per $ 1 , 000 principal amount note will be calculated as follows : $ 1 , 000 + ( $ 1 , 000 î Lesser Performing Underlying Return), subject to the Maximum Upside Return If (i) the Final Value of one Underlying is greater than its Initial Value and the Final Value of the other Underlying is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount or (ii) the Final Value of each Underlying is equal to its Initial Value or is less than its 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 î Absolute Underlying Return of the Lesser Performing Underlying) This payout formula results in an effective cap of 10.00% on your return at maturity if the Lesser Performing Underlying Return is negative. Under these limited circumstances, your maximum payment at maturity is $1,100.00 per $1,000 principal amount note. If the Final Value of either Underlying is less than its 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 x (Lesser Performing Underlying Return + Buffer Amount)] If the Final Value of either Underlying is less than its Initial Value by more than the Buffer Amount, you will lose some or most of your principal amount at maturity. 48136FFS6 CUSIP: Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136FFS6/doctype/Product_Termsheet/document.pdf Estimated Value : The estimated value of the notes, when the terms of the notes are set, will not be less than $900.00 per $1,000 principal amount note. For information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, see the hyperlink above. * The actual Maximum Upside Return will be provided in the pricing supplement and will not be less than 28.00% ** Reflects Maximum Upside Return equal to the minimum set forth herein, for illustrative purposes. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. - The "total return" as used above is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. - The hypothetical returns on the Notes shown above apply only at maturity. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower. Hypothetical Returns on the Notes at Maturity** Lesser Performing Underlying Performance Note Payoff at Maturity Payment at Maturity Lesser Performing Underlying Return Total Return on the Notes Absolute Underlying Return Lesser Performing Underlying Return 28.00% N/A 65.00% 28.00% N/A 50.00% 28.00% N/A 30.00% 28.00% N/A 28.00% 20.00% N/A 20.00% 10.00% N/A 10.00% 5.00% N/A 5.00% 0.00% 0.00% 0.00% 5.00% 5.00% - 5.00% 10.00% 10.00% - 10.00% - 20.00% N/A - 30.00% - 30.00% N/A - 40.00% - 50.00% N/A - 60.00% - 70.00% N/A - 80.00% - 90.00% N/A - 100.00% J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com

North America Structured Investments 18m RTY/SPX Capped Dual Directional Buffered Equity Notes Ɣ Your investment in the notes may result in a loss. The notes do not guarantee any return of principal. Your maximum gain on the notes is limited by the Maximum Upside Return if the Lesser Performing Underlying Return is positive. Your maximum gain on the notes is limited by the Buffer Amount if the Lesser Performing Underlying Return is negative. Your payment at maturity will be determined by the Lesser Performing Underlying. You are exposed to the risk of decline in the value of each Underlying. Any payment on the notes is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co. No interest payments, dividend payments or voting rights. JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 ® Index. The notes are subject to the risks associated with small capitalization stocks. As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. Selected Risks Selected Risks (continued) Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ The estimated value of the notes will be lower than the original issue price (price to public) of the notes. The estimated value of the notes is determined by reference to an internal funding rate. The estimated value of the notes does not represent future values and may differ from others’ estimates. The value of the notes, which may be reflected in customer account statements, may be higher than the then current estimated value of the notes for a limited time period. Lack of liquidity : J . P . Morgan Securities LLC (who we refer to as JPMS), intends to offer to purchase the notes in the secondary market but is not required to do so . The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal . Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines. The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. Ɣ Ɣ Ɣ Ɣ Ɣ Ɣ The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable product supplement, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information. Additional Information 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. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax - related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to these matters. This material is not a product of J.P. Morgan Research Departments. Free Writing Prospectus Filed Pursuant to Rule 433, Registration Statement Nos. 333 - 270004 and 333 - 270004 - 01 J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com

FAQ

What indices underlie JPMorgan's RTY/SPX Capped Dual Directional Notes?

The notes are linked to the Russell 2000 Index (RTY) and the S&P 500 Index (SPX).

How much downside protection do the notes provide?

They include a 10% buffer; losses begin once the lesser-performing index falls more than 10% from its initial level.

What is the maximum return an investor can earn?

If both indices rise, returns are capped at the Maximum Upside Return (≥28%). If the lesser index is negative up to 10%, the gain is capped at 10%.

When do the notes mature?

The notes mature on 4 February 2027, roughly 18 months after the pricing date.

Is the principal guaranteed at maturity?

No. Principal is at risk beyond the 10% buffer; significant index declines can result in large losses.

What credit risks are associated with these notes?

Payments depend on the ability of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. to meet their obligations.