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

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering four-year index-linked notes tied to the S&P 500, Russell 2000 and Nasdaq-100 indices.

• Pricing Date: 28 July 2025   Maturity: 2 Aug 2029 (Observation Date 30 July 2029)
• Denomination: $1,000 minimum
• Participation Rate: 150% of the Least Performing Index Return
• Maximum Amount (Cap): at least $287.50 per $1,000 (28.75% total return); actual cap to be set on pricing date
• Redemption: At maturity investors receive principal plus the Additional Amount, which is floored at zero and capped by the Maximum Amount. Principal is protected only if the issuer and guarantor remain solvent.
• Estimated Value: not less than $900 per $1,000 note at pricing, reflecting fees and the issuer’s internal funding rate.
• CUSIP: 48136FDT6   Preliminary Pricing Supplement

Illustrative payoff: a 20% rise in the worst-performing index produces the capped 28.75% return; any positive return above 19.16667% is also capped. Flat or negative index performance results in repayment of only the $1,000 principal.

Key risks highlighted by the issuer include (i) credit risk of JPMorgan entities, (ii) limited upside due to the cap, (iii) exposure to the worst-performing index, (iv) lack of interim interest or dividends, (v) secondary-market illiquidity and pricing below intrinsic value, and (vi) uncertain tax treatment.

Positive

• 150% participation in the worst-performing index, providing leveraged upside versus direct equity exposure until the cap is reached.
• Full principal repayment at maturity (absent issuer default) offers downside protection relative to direct equity investments.
• Diversification across three major indices (large-cap, small-cap and tech-heavy) mitigates single-index concentration risk.

Negative

• Upside capped at 28.75%+, materially limiting returns if equity markets outperform over the four-year term.
• Unsecured credit exposure to JPMorgan entities; repayment depends on the bank’s solvency at maturity.
• No interim income: investors forgo dividends and receive no coupons, reducing total return versus benchmark indices.
• Secondary-market liquidity is uncertain; dealer repurchase is discretionary and may involve substantial discounts.
• Estimated value (≥$900) signals an immediate economic loss of up to 10% relative to issue price.

Insights

Structured Products Analyst

TL;DR – Equity-linked note offers 150% leverage but caps gains at ≈29%, leaving risk/return profile broadly neutral.

The note provides enhanced exposure to three major equity benchmarks with 150% participation, yet the effective yield is limited by a cap set no lower than 28.75%. That ceiling is reached once the worst index appreciates about 19.17%, curtailing further upside. While principal is scheduled to be repaid, investors bear unsecured credit exposure to JPMorgan Chase, rated A/A-, and receive no coupons or dividends for four years. The estimated value (≥90% of face) implies a fairly typical 1%–2% distribution/hedging cost for retail notes. Liquidity is dealer-driven and could involve a meaningful discount if sold prior to maturity. Overall, the structure suits investors seeking modest, defined equity participation with downside protection limited to issuer default.

Credit & Risk Analyst

TL;DR – Credit risk and liquidity constraints offset capital return promise; impact neutral to mildly negative.

The obligation is senior, unsecured debt of JPMorgan Chase Financial Co. LLC, guaranteed by JPMorgan Chase & Co. Although the bank’s credit profile is strong, any downgrade or stress event could impair secondary-market pricing. The 10% discount between issue price and estimated value signals expected frictional costs and funding spread. Lack of periodic coupons and reliance on the least-performing index increase holding risk. Potential conflicts arise because JPMorgan both structures and hedges the notes. Given these factors, the product is best viewed as a hold-to-maturity instrument; its marketability under adverse conditions is uncertain.

H The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Summary of Terms Issuer: JPMorgan Chase Financial Company LLC Guarantor: JPMorgan Chase & Co. Minimum Denomination: $1,000 Indices: S&P 500 ® Index, Russell 2000 ® Index and Nasdaq - 100 Index ® Pricing Date: July 28, 2025 Observation Date: July 30, 2029 Maturity Date: August 2, 2029 Participation Rate: 150.00% Maximum Amount: At least $287.50 per $1,000 principal amount note* Additional Amount: $1,000 î Least Performing Index Return î Participation Rate, provided that the Additional Amount will not be less than zero or greater than the Maximum Amount Payment at Maturity: At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero and will not be greater than the Maximum Amount. You are entitled to repayment of principal in full at maturity, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. CUSIP: 48136FDT6 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136FDT6/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, please see the hyperlink above. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and t he credit risk of JPMorgan Chase & Co., as guarantor of the notes. *The actual Maximum Amount will be provided in the pricing supplement and will not be less than $287.50 per $1,000 principal amo unt note. **Reflects a Maximum Amount equal to the minimum Maximum Amount set forth herein for illustrative purposes. The “total return” as used above is the number, expressed as a percentage, that results from comparing the payment at maturit y p er $1,000 principal amount note to $1,000. The hypothetical returns shown above apply only at maturity. These hypotheticals do not reflect fees or expenses that would b e a ssociated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would l ike ly be lower. J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Hypothetical Total Returns** Total Return on the Notes Least Performing Index Return Final Value of Least Performing Index 28.75% 80.00000% 180.00000 28.75% 65.00000% 165.00000 28.75% 40.00000% 140.00000 28.75% 30.00000% 130.00000 28.75% 20.00000% 120.00000 28.75% 19.16667% 119.16667 15.00% 10.00000% 110.00000 7.50% 5.00000% 105.00000 1.50% 1.00000% 101.00000 0.00% 0.00000% 100.00000 0.00% - 5.00000% 95.00000 0.00% - 10.00000% 90.00000 0.00% - 20.00000% 80.00000 0.00% - 40.00000% 60.00000 0.00% - 60.00000% 40.00000 0.00% - 80.00000% 20.00000 0.00% - 100.00000% 0.00000 4y Capped SPX/ RTY / NDX Notes North America Structured Investments

J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Selected Risks • The notes may not pay more than the principal amount at maturity. • Your maximum gain on the notes is limited by the Maximum Amount. • 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. • You are exposed to the risk of decline in the level of each Index. • Your payment at maturity will be determined by the Least Performing Index. • 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 with respect to the Russell 2000 ® Index. • The notes are subject to the risks associated with non - U.S. securities with respect to the Nasdaq - 100 Index ® . • As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. Selected Risks (continued) • 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. Additional Information SEC Legend: JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a pr osp ectus) 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 JPM organ 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 the se 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 participat ing in the 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 cal ling toll - free 1 - 866 - 535 - 9248. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion o f 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 Cha se & 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 the se 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 North America Structured Investments 4y Capped SPX/ RTY / NDX Notes The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable prod uct supplement, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information.

FAQ

What is the maturity date of the VYLD structured notes?

The notes mature on August 2, 2029, with a single observation date on July 30, 2029.

How much upside can investors earn on JPMorgan's VYLD notes?

The Maximum Amount is at least $287.50 per $1,000 note, capping total return at roughly 28.75%.

What participation rate applies to the VYLD notes?

Investors receive 150% of the Least Performing Index Return, subject to the cap and a zero floor.

Is principal protected on the VYLD structured notes?

Principal is scheduled to be repaid in full at maturity, but only if JPMorgan Financial and its guarantor remain creditworthy.

What is the estimated value at issuance for the VYLD notes?

JPMorgan estimates the value will be not less than $900 per $1,000 note, reflecting fees and funding costs.

Do the VYLD notes pay dividends or coupons during the term?

No. The notes pay no interest or dividends; all return, if any, is delivered at maturity.