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

Rhea-AI Filing Summary

J.P. Morgan is marketing “13-month MRVL Digital Barrier Notes,” unsecured senior notes linked to the common stock of Marvell Technology, Inc. (the “Reference Stock”). The notes are issued by JPMorgan Chase Financial Company LLC and guaranteed by JPMorgan Chase & Co.

Key terms

• Minimum denomination: $1,000
• Pricing date: 15 Jul 2025
• Observation date: 17 Aug 2026
• Maturity date: 20 Aug 2026
• Contingent Digital Return (CDR): ≥ 18.50% ($185 per $1,000) if the final MRVL price is at or above the 55% barrier
• Barrier amount: 55% of the initial MRVL share price (knock-in level)
• Estimated value: at least $950 per $1,000 note, below the $1,000 offer price
• CUSIP: 48136FRM6

Pay-off mechanics

• If MRVL’s closing price on 17 Aug 2026 ≥ 55% of the initial value, investors receive: $1,000 + ($1,000 × CDR).
• If MRVL closes < 55% of the initial value, repayment equals $1,000 + ($1,000 × Stock Return). Downside is therefore unlimited to zero; investors could lose their entire principal.

Illustrative outcomes (assuming an 18.5% CDR): a flat or positive stock performance above the barrier yields 18.5% total return; a -45% stock decline returns $550; deeper declines mirror the stock loss one-for-one.

Risk highlights

• No periodic coupons, dividends, or voting rights.
• Upside capped at the CDR; full downside below the barrier.
• Subject to the credit risk of the issuer and guarantor.
• Estimated value uses J.P. Morgan’s internal funding rate and is <$1,000, creating an initial value gap.
• Secondary-market liquidity is limited and dealer-driven; exit prices may be substantially below issue price.

Positive

• Contingent Digital Return of at least 18.5% provides a fixed, above-market payoff if the stock remains above the 55% barrier.
• 45% downside buffer before losses begin, offering more protection than direct stock ownership during modest declines.
• Short 13-month tenor limits exposure duration compared with traditional longer-dated structured products.

Negative

• Upside is capped at the 18.5% digital return, while downside below the barrier is fully uncapped to zero.
• Estimated value (≥$950) is below the $1,000 issue price, implying an immediate economic haircut of up to 5%.
• Credit risk of both the issuer and guarantor applies; investors become unsecured creditors of JPMorgan.
• Limited secondary-market liquidity could force holders to realize significant discounts if they sell before maturity.

Insights

Structured-Products Analyst

TL;DR: Notes offer 18.5% capped upside with 45% knock-in; credit and liquidity risk temper appeal.

From a risk-return perspective, these digital barrier notes function like a short-dated put-spread with a fixed digital payout on the upside. Investors receive an attractive headline return (≥18.5%) provided MRVL does not breach the 45% downside threshold over 13 months. However, the structure’s asymmetric payoff—capped gains versus full downside exposure after the barrier—renders the risk profile closer to direct equity ownership minus dividends.

The embedded funding spread (estimated value ≥$950 vs. $1,000 offer) equates to roughly a 5% placement fee, reducing economic value at inception. Liquidity is dealer-dependent and may exacerbate mark-to-market volatility. Credit exposure to JPMorgan, while investment-grade, still adds a spread component not present in direct stock ownership.

Impact on JPMorgan is immaterial given its scale; impact on investors is highly conditional on MRVL’s trajectory. Suitable only for investors with a moderately bullish to range-bound view on MRVL who accept principal risk and limited upside.

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 Reference Stock: Common stock of Marvell Technology, Inc Pricing Date: July 15, 2025 Observation Date: August 17, 2026 Maturity Date: August 20. 2026 Contingent Digital Return: At least 18.50%* Barrier Amount: 55.00% of the Initial Value Payment at Maturity: If the Final Value is 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 Contingent Digital Return) If the Final Value is less than the Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Stock Return) If the Final Value is less than the Barrier Amount, you will lose more than 45.00 % of your principal amount at maturity and could lose all of your principal amount at maturity. CUSIP: 48136FRM6 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136FRM6/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. 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 Contingent Digital Return will be provided in the pricing supplement and will not be less than 18.50% J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Hypothetical Total Returns** Total Return on the Notes Stock Return Final Value 18.50% 80.00% $180.00 18.50% 65.00% $165.00 18.50% 40.00% $140.00 18.50% 20.00% $120.00 18.50% 18.50% $118.50 18.50% 10.00% $110.00 18.50% 5.00% $105.00 18.50% 1.00% $101.00 18.50% 0.00% $100.00 18.50% - 5.00% $95.00 18.50% - 10.00% $90.00 18.50% - 20.00% $80.00 18.50% - 30.00% $70.00 18.50% - 40.00% $60.00 18.50% - 45.00% $55.00 - 45.01% - 45.01% $54.99 - 50.00 % - 50.00% $50.00 - 60.00% - 60.00% $40.00 - 80.00% - 80.00% $20.00 - 100.00% - 100.00% $0.00 13m MRVL Digital Barrier Notes North America Structured Investments **Reflects a Contingent Digital Return equal to the minimum Contingent Digital Return set forth herein for illustrative purpo ses . 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 associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown ab ove would likely be lower.

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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 to the Contingent Digital Return. • Your ability to receive the Contingent Digital Return may terminate on the Observation Date. • 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 benefit provided by the Barrier Amount may terminate on the Observation Date. • 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 - 5 35 - 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 13m MRVL Digital 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.

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FAQ

What is the Contingent Digital Return on JPMorgan’s MRVL Digital Barrier Notes?

The notes will pay a minimum 18.5% fixed return ($185 per $1,000) if MRVL’s price on 17 Aug 2026 is at or above 55% of the initial level.

How much principal protection do these notes provide?

There is no full principal protection; if the final MRVL price is below the 55% barrier, investors absorb the full stock loss, potentially losing all principal.

When do the MRVL Digital Barrier Notes mature?

They mature on 20 August 2026, roughly 13 months after pricing.

What is the estimated value versus the purchase price?

J.P. Morgan estimates the fair value at no less than $950 per $1,000 note, below the $1,000 offering price due to embedded fees and funding spreads.

Are dividends on Marvell stock passed through to noteholders?

No. Investors do not receive dividends, interest, or voting rights associated with MRVL shares.

Can I sell the notes before maturity?

J.P. Morgan Securities may offer to repurchase the notes, but is not obligated; secondary-market liquidity may be limited and at discounted prices.