[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 2-Year Auto-Callable Contingent Interest Notes linked to GE Vernova Inc. common stock.

Key terms: minimum denomination $1,000; Pricing Date 27-Jun-2025; quarterly Review Dates; Maturity 02-Jul-2027. Investors receive a 15.00% p.a. contingent coupon (3.75% per quarter) only when the Reference Stock closes on a Review Date at or above the Interest Barrier (≤53.5% of initial price). If, on any Review Date other than the first or final, the stock closes at or above its Initial Value, the notes are automatically called for $1,000 principal plus the current coupon and no further payments.

Principal repayment: if not called and the Final Value is ≥ Trigger (same level as the Interest Barrier), holders receive principal plus the final coupon. If the Final Value is below the Trigger, repayment equals $1,000 × (1 + Stock Return), exposing investors to losses greater than 46.5% and up to 100% of capital.

Valuation & costs: the estimated initial value will be ≥$940 per $1,000 note, reflecting issuer funding spreads and structuring fees. Upside is limited to aggregate coupons; there is no participation in stock appreciation, dividends, or voting rights.

Risk highlights include credit risk of both issuing entities, absence of guaranteed interest, potential for early call, limited secondary-market liquidity, conflicts of interest in pricing and hedging, and uncertain tax treatment.

Insights

Structured Products Analyst

TL;DR 15% coupon attractive, but capital loss below 53.5% trigger and limited upside make risk/return balanced to neutral.

The headline 15% annual coupon will draw yield-seekers, yet it is contingent and may be skipped entirely if GE Vernova trades below the Interest Barrier on any quarter-end. The 53.5% trigger offers moderate downside protection versus outright stock ownership, but places nearly half of principal at risk; a 50% decline would cut repayment to $500. The automatic call feature helps the issuer manage exposure and caps investor gains early. Importantly, the internal valuation of ≥$940 signals roughly 6% in embedded costs at issue. Credit exposure to JPMorgan is investment-grade but not negligible over two years. Overall, the note suits investors comfortable exchanging equity upside for coupon potential and willing to absorb significant loss in a deep downturn.

Risk Analyst

TL;DR Principal loss potential >46.5%, contingent interest, liquidity limits; risk profile skewed negative.

The instrument’s protection ceases below the 53.5% trigger; historical 2-year volatility for new-issue spinoffs like GE Vernova could challenge that buffer. If volatility materialises, skipped coupons combine with price declines, producing poor risk-adjusted returns. Call risk favours the issuer: best-case scenarios end early, while worst-case scenarios persist. Secondary-market bid-offer spreads and issuer discretion magnify exit risk. Credit risk is secondary but still relevant given noteholders rank pari passu with JPMorgan’s unsecured debt. For portfolios requiring stable cash flow or capital preservation, this structure is ill-suited.

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 Reference Stock: Common stock of GE Vernova Inc. Pricing Date: June 27, 2025 Final Review Date: June 29, 2027 Maturity Date: July 2, 2027 Review Dates: Quarterly Contingent Interest Rate: 15.00% per annum, payable quarterly at a rate of 3.75%, if applicable* Interest Barrier/ Trigger Value: An amount that represents at most 53.50% of the Initial Value** CUSIP: 48136E5A9 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/ 48136E5A9 /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 $940.00 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. Automatic Call If the closing price of one share of the Reference Stock on any Review Date (other than the first and final Review Dates) is gre ater than or equal to the 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 p aym ents will be made on the notes. Payment at Maturity If the notes have not been automatically called and the Final Value is greater than or equal to the Trigger Value, you will r ece ive 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 is less than the Trigger Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Stock Return) If the notes have not been automatically called and the Final Value is less than the Trigger Value, you will lose more than 4 6.5 0% of your principal amount at maturity and could lose all of your principal amount at maturity. **The actual Interest Barrier and Trigger Value will be provided in the pricing supplement and will not be greater than 53.50 % o f the Initial Value. ***Reflects Interest Barrier and Trigger Value equal to the maximum Interest Barrier and Trigger Value set forth herein for i llu strative purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the preliminary pricing supplement. 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. Hypothetical Payment at Maturity*** J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_inv e stments@jpmorgan.com 2yNC6m GEV Auto Callable Contingent Interest Notes North America Structured Investments Payment at Maturity (reflects 15.00% per annum Contingent Interest Rate) Stock Return $1,037.50 60.00% $1,037.50 40.00% $1,037.50 20.00% $1,037.50 5.00% $1,037.50 0.00% $1,037.50 - 5.00% $1,037.50 - 10.00% $1,037.50 - 20.00% $1,037.50 - 30.00% $1,037.50 - 40.00% $1,037.50 - 46.50% $534.90 - 46.51% $500.00 - 50.00% $400.00 - 60.00% $200.00 - 80.00% $0.00 - 100.00% This table does not demonstrate how your interest payments can vary over the term of your notes. Contingent Interest *If the notes have not been automatically called and the closing price of one share of the Reference Stock on any Review Date is greater than or equal to the Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest Payment equal to $37.50 (equivalent to a Contingent Interest Rate of 15.00% per annum, payable at a rate of 3.75% per quarter). The hypothetical payments on the notes shown above apply only if you hold the notes for their entire term or until automatically called. 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 payments shown above would likely be lower.

J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Selected Risks • Your investment in the notes may result in a loss. The notes do not guarantee any return of principal. • The notes do not guarantee the payment of interest and may not pay interest at all. • 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. • The appreciation potential of the notes is limited to the sum of any Contingent Interest Payments that may be paid over the term of the notes. • The benefit provided by the Trigger Value may terminate on the final Review Date. • The automatic call feature may force a potential early exit. • No dividend payments or voting rights. • The anti - dilution protection for the Reference Stock is limited and may be discretionary. • 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 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 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 2yNC6m GEV Auto Callable Contingent Interest 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 coupon rate on JPMorgan's auto-callable notes linked to GE Vernova?

The notes offer a 15.00% per annum contingent coupon, paid quarterly at 3.75% if the stock meets the barrier condition.

When can the notes be automatically called?

On any quarterly Review Date except the first and final, if GE Vernova’s closing price is at or above its Initial Value.

How much principal protection do investors have?

Protection lasts only if the Final Value is ≥53.5% of initial price; below that, principal is exposed one-for-one to the stock’s loss.

What is the estimated issue value relative to face value?

JPMorgan estimates the initial value will be at least $940 per $1,000 note, reflecting issuer costs.

Do investors receive GE Vernova dividends?

No. The notes provide no dividend entitlement or voting rights in the underlying stock.

Which entities carry the credit risk of these notes?

Payments depend on the creditworthiness of JPMorgan Chase Financial Company LLC and its guarantor JPMorgan Chase & Co..