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

Rhea-AI Filing Summary

J.P. Morgan is marketing 5-year “Uncapped Buffered Return Enhanced Notes” linked to the MSCI EAFE® Index (MXEA). The notes will be issued by JPMorgan Chase Financial Company LLC and fully guaranteed by JPMorgan Chase & Co. Key dates are a Pricing Date of 30 Jun 2025, a single Observation Date of 1 Jul 2030, and a Maturity Date of 5 Jul 2030. Minimum investment is $1,000 (CUSIP 48136E6Q3).

Return profile

• Upside is uncapped and multiplied by an Upside Leverage Factor ≥ 1.195 (final factor set on the pricing date).
• A 20 % downside buffer means investors receive full principal if the index is flat or falls by ≤ 20 %.
• If the index declines by > 20 %, principal is reduced 1-for-1 beyond the buffer: Payment = $1,000 + [$1,000 × (Index Return + 20 %)]

Valuation metrics

• Estimated value at issuance ≥ $920 per $1,000 note, reflecting internal funding costs; secondary-market prices may differ.
• No periodic coupons, dividends, or voting rights.

Principal risks highlighted

• Credit risk of both the issuer and guarantor.
• Market risk tied to non-U.S. equities and FX movements embedded in the MSCI EAFE index.
• Liquidity risk: JP Morgan Securities LLC may make a market but is not obliged to repurchase notes.
• Potential conflicts of interest from JP Morgan’s roles as issuer, hedger, and calculation agent.
• Possible early acceleration upon a change-in-law event.

The Free Writing Prospectus (FWP) is filed under Rule 433 (Registration Nos. 333-270004 & -01); investors should review the full preliminary pricing supplement for complete terms, risk factors, and tax disclosure.

Positive

• 20 % downside buffer protects full principal for index losses up to 20 %.
• Uncapped upside with ≥ 1.195x leverage enhances gains if MSCI EAFE advances.
• Estimated value ≥ 92 % of par is relatively high versus many structured notes, indicating lower embedded costs.

Negative

• Principal at risk for index declines beyond 20 %, potentially leading to substantial loss.
• Credit exposure to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. with no FDIC insurance.
• No interim interest or dividends; total return only realized at maturity, reducing liquidity and opportunity cost flexibility.
• Secondary-market liquidity not guaranteed; bid-offer spreads may be significant.
• Currency and non-U.S. equity risk inherent in MSCI EAFE can amplify volatility for USD investors.

Insights

Structured Products Analyst

TL;DR – Uncapped upside with 20 % buffer; attractive for moderate bulls but standard credit & liquidity risks.

The note gives leveraged, uncapped exposure to developed-market equities while offering a 20 % downside cushion. The minimum 1.195x payoff boosts positive returns yet still lags direct equity ownership above ~36 % index gain. Credit-linked, zero-coupon design means total return is delivered only at maturity, so time value and reinvestment risk arise. With an estimated value of ≥ 92 c on the dollar, initial investor cost includes a typical 8 % structuring premium. Currency and non-U.S. equity volatility could widen mark-to-market swings, and secondary-market liquidity is discretionary. Overall, the terms are competitive for the product type but do not materially change JPM’s risk/return trade-off versus similar 20 % buffer notes.

Risk Analyst

TL;DR – Principal loss beyond 20 % and single-name credit exposure temper appeal.

Investors face concentrated credit risk in JPMorgan, with no FDIC protection. A single observation date exposes holders to gap risk—short-term index shocks near maturity bypass the buffer. The absence of interim coupons reduces carry; therefore, real returns rely entirely on the index finishing positive. Estimated value below issue price signals negative carry from day one, and potential early acceleration adds legal uncertainty. For risk-averse portfolios, these factors may outweigh the 20 % protection.

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 Index: MSCI EAFE ® Index Pricing Date: June 30, 2025 Observation Date: July 1, 2030 Maturity Date: July 5, 2030 Upside Leverage Factor: At least 1.195* Buffer Amount: 20.00% 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 î Index Return î Upside Leverage Factor) If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount, you will receive the principal amount of your notes at maturity. 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 î (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. CUSIP: 48136E6Q3 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136E6Q3/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 $920.00 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 Upside Leverage Factor will be provided in the pricing supplement and will not be less than 1.195. ** Reflects an Upside Leverage Factor equal to the minimum Upside Leverage Factor 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 5y MXEA Uncapped Buffered Return Enhanced Notes H North America Structured Investments Hypothetical Total Returns** Total Return on the Notes Index Return Final Value 77.675% 65.00% 165.00 47.800% 40.00% 140.00 23.900% 20.00% 120.00 11.950% 10.00% 110.00 5.975% 5.00% 105.00 1.195% 1.00% 101.00 0.000% 0.00% 100.00 0.000% - 5.00% 95.00 0.000% - 10.00% 90.00 0.000% - 20.00% 80.00 - 10.000% - 30.00% 70.00 - 20.000% - 40.00% 60.00 - 40.000% - 60.00% 40.00 - 60.000% - 80.00% 20.00 - 80.000% - 100.00% 0.00

 

 

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. • 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. • We may accelerate your notes if a change - in - law event occurs. • The notes are subject to the risks associated with non - U.S. securities. • The notes are subject to currency exchange risk. • 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 does not represent future values and may differ from others’ estimates. • The estimated value of the notes is determined by reference to an internal funding rate. • 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 c all ing 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 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. 5y MXEA Uncapped Buffered Return Enhanced Notes

 

FAQ

What is the Upside Leverage Factor on the VYLD FWP notes?

The Upside Leverage Factor will be set on 30 Jun 2025 and will not be lower than 1.195.

How much downside protection do the notes offer?

Investors are protected against index losses up to 20 %; losses beyond that reduce principal one-for-one.

What is the estimated value at issuance?

J.P. Morgan estimates the value will be at least $920 per $1,000 note, or ≥ 92 % of par.

Are there any periodic interest or dividend payments?

No. The notes pay no coupons or dividends; any gain is delivered only at maturity.

Can I sell the notes before maturity?

JP Morgan Securities LLC intends, but is not required, to make a secondary market; prices may be well below $1,000.

What risks are associated with non-U.S. securities in the MSCI EAFE Index?

Performance is affected by foreign market volatility and currency exchange rates, which may negatively impact returns.