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

Rhea-AI Filing Summary

J.P. Morgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 2-year Auto-Callable Dual-Directional Accelerated Barrier Notes linked to the common stock of NVIDIA Corporation. The notes are issued in $1,000 denominations, price on July 11 2025, and mature July 15 2027 unless automatically called on July 15 2026.

Key economic terms: Upside Leverage Factor of 2.0; Barrier Amount at 70 % of the initial NVDA price; automatic call trigger at 100 % of the initial price with a minimum 20.75 % per-annum call premium; estimated value on pricing of at least $950 per $1,000 note.

Payout mechanics: (i) If automatically called, investors receive $1,000 plus the call premium and no further upside. (ii) If not called and NVDA closes above the initial price at maturity, investors earn 2× the positive return. (iii) If NVDA is flat or down but remains at or above the barrier, investors receive an "absolute" positive return capped at 30 %, limiting gains if NVDA is negative. (iv) If NVDA closes below the 70 % barrier, principal is reduced 1-for-1 with the stock return and investors could lose their entire investment.

Principal risks: Investors face full downside exposure below the barrier; maximum upside is curtailed by the call feature and by the 30 % cap when the stock is negative; no dividends, interest, or voting rights; secondary-market liquidity is discretionary; the note’s value will initially be below the public offering price; performance depends on the creditworthiness of the issuer and guarantor; complex tax treatment.

Positive

• 20.75 % minimum annual call premium provides high income potential if notes are called after one year.
• 2× upside participation on gains above the initial NVDA price if not called enhances equity exposure.
• Dual-directional payoff allows positive returns up to 30 % even when NVDA is flat or modestly down.
• Guarantee from JPMorgan Chase & Co. adds investment-grade credit backing to the structure.

Negative

• Principal loss below 70 % barrier; investors can lose more than 30 % and up to 100 % of capital.
• Automatic call caps upside after one year, eliminating leverage and further participation in NVDA gains.
• Estimated value ($950) is below issue price, implying a 5 % bid-offer drag at inception.
• Limited secondary liquidity; JPMS may not provide orderly markets, increasing exit risk.
• No dividends or voting rights versus direct NVDA ownership.
• Complex tax treatment and need for individual suitability analysis.

Insights

Structured Products Analyst

TL;DR Attractive 2× upside and 20.75 % call premium, but automatic call and 70 % barrier impose real principal and opportunity risks.

These notes offer leveraged upside to NVDA for one year and dual-directional participation thereafter, which may appeal to investors expecting moderate volatility but not severe drawdowns. The 20.75 % annualized call premium is competitive versus current short-dated yields. However, the automatic call strips investors of the 2× leverage if NVDA rallies >= 0 % by the review date, capping returns after only twelve months. Conversely, a large sell-off beyond -30 % opens investors to uncapped losses, making the structure more akin to a reverse convertible beyond the barrier. Estimated value ($950) highlights a 5 % initial cost drag, and liquidity will depend solely on JPMS. Credit exposure to JPM remains investment-grade but is non-trivial for a two-year horizon.

Portfolio Manager

TL;DR Niche trade: short-term income via call premium vs. taking NVDA equity risk to the downside; illiquid and tax-complex.

From a portfolio allocation view, the note functions as a hybrid between an income product and a directional NVDA bet. The annualized 20.75 % call premium rivals high-yield spreads, but equity risk is concentrated in a single, highly volatile tech name. The 70 % barrier is reasonably deep, yet NVDA’s historical drawdowns have breached similar levels, particularly during market stress. Because upside is clipped if called, expected return skews lower than outright equity ownership in bullish scenarios. I would classify the product as suitable only for tactical investors comfortable with embedded credit, liquidity, and complexity risks.

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 NVIDIA Corporation Pricing Date: July 11, 2025 Review Date: July 15, 2026 Observation Date: July 12, 2027 Maturity Date: July 15, 2027 Upside Leverage Factor: 2.00 Barrier Amount: 70.00% of the Initial Value CUSIP: 48136E7B5 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136E7B5/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 $950.00 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. You may lose a significant portion or all of your principal at maturity. Any payment on the notes is subject to the credit ri sk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. Automatic Call If the closing price of one share of the Reference Stock on the Review Date is greater than or equal to the Call Value, the n ote s will be automatically called for a cash payment, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Call Premium Amount, payable on the Call Settlement Date. No further payments will be made on the notes. If the notes are automatically called, you will not benefit from the Upside Leverage Factor that applies to the payment at ma tur ity if the Final Value is greater than the Initial Value or the absolute return feature that applies to the payment at maturity if the F ina l Value is equal to or less than the Initial Value but greater than or equal to the Barrier Amount. Because the Upside Leverage Factor and th e a bsolute return feature do not apply to the payment upon an automatic call, the payment upon an automatic call may be significantly le ss than the payment at maturity for the same level of change in the Reference Stock. Payment At Maturity If the notes have not been automatically called and the Final Value is greater than the Initial Value, your payment at maturi ty per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Stock Return î Upside Leverage Factor) If the notes have not been automatically called and the Final Value is equal to the Initial Value or is less than the Initial Va lue but greater than or equal to the Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Absolute Stock Return) This payout formula results in an effective cap of 30.00% on your return at maturity if the Stock Return is negative. Under the se limited circumstances, your maximum payment at maturity is $1,300.00 per $1,000 principal amount note. If the notes have not been automatically called and the Final Value is less than the Barrier Amount, your payment at maturity pe r $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 Barrier Amount, you will lose more than 30. 00% of your principal amount at maturity and could lose all of your principal amount at maturity. J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com 2y NVDA Auto Callable Dual Directional Accelerated Barrier Notes North America Structured Investments Call Premium* Call Value At least 20.75% 100.00% of the Initial Value Hypothetical Examples of Amounts Payable Upon Automatic Call or at Maturity** N/A – indicates that the notes would not be called and no payment would be made. * Reflects a call premium of 20.75% per annum. The call premium will be determined on the Pricing Date and will not be less than 20.75% per annum. **The hypothetical returns 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 returns would likely be lower. Total Return at Maturity if not Automatically Called Absolute Stock Return if not Automatically Called Total Return at Review Date* Stock Return at Review Date / Observation Date 130.00% N/A 20.75% 65.00% 100.00% N/A 20.75% 50.00% 80.00% N/A 20.75% 40.00% 60.00% N/A 20.75% 30.00% 40.00% N/A 20.75% 20.00% 20.00% N/A 20.75% 10.00% 10.00% N/A 20.75% 5.00% 0.00% 0.00% 20.75% 0.00% 5.00% 5.00% N/A - 5.00% 10.00% 10.00% N/A - 10.00% 20.00% 20.00% N/A - 20.00% 30.00% 30.00% N/A - 30.00% - 30.01% N/A N/A - 30.01% - 40.00% N/A N/A - 40.00% - 60.00% N/A N/A - 60.00% - 80.00% N/A N/A - 80.00% - 100.00% N/A N/A - 100.00%

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. • Your maximum gain on the notes is limited by the Barrier Amount if the notes have not been called and the Stock Return is negative. • 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. • If the notes are automatically called, the appreciation potential of the notes is limited to the Call Premium Amount paid on the notes. • The benefit provided by the Barrier Amount may terminate on the Observation Date. • The automatic call feature may force a potential early exit. • No interest payments, 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 - 53 5 - 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 2y NVDA Auto Callable Dual Directional Accelerated Barrier 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 JPMorgan's NVDA auto-callable notes?

The notes mature on July 15 2027, unless automatically called one year earlier.

How much is the minimum call premium on these notes?

If automatically called, investors receive a minimum 20.75 % annual call premium on top of their $1,000 principal.

What happens if NVIDIA stock falls below the 70 % barrier?

If the final price is below 70 % of the initial value, investors lose principal in line with the stock's negative return and could lose their entire investment.

Is upside participation leveraged?

Yes. If not called and NVDA ends above its initial price, investors earn 2× the positive stock return at maturity.

Who guarantees payment on the notes?

Payments are guaranteed by JPMorgan Chase & Co., subject to its credit risk.

Can I sell the notes before maturity?

JPMS intends to make a market but is not obligated to buy your notes, so liquidity and pricing are uncertain.