[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, fully guaranteed by JPMorgan Chase & Co., is marketing 6-year Uncapped Dual Directional Accelerated Barrier Notes linked to the S&P 500 Futures Excess Return Index. Key commercial terms are:

• Pricing Date / Maturity: 25 Jul 2025 / 30 Jul 2031
• Minimum Denomination: US$1,000
• Upside Leverage Factor: ≥ 1.72× on positive index performance (exact factor set on pricing date)
• Barrier Amount: 60 % of Initial Value, observed only at maturity
• Payment Profiles:
  • Final Value > Initial Value: Principal + (Principal × Index Return × Upside Leverage)
  • Final ≤ Initial but ≥ Barrier: Principal + (Principal × |Index Return|) — producing a positive “absolute” return on losses up to 40 %
  • Final < Barrier: Principal + (Principal × Index Return) — full downside participation below –40 %
• Effective Cap: 40 % total return in scenarios where the Index Return is negative (because the absolute-return feature tops out at –40 %)
• Estimated Value at Issuance: ≥ US$920 per US$1,000 note (below offer price, reflecting dealer margin and hedging costs)
• CUSIP: 48136FNH1; free-writing prospectus filed under Rule 433

The notes pay no periodic coupons and are subject to the credit risk of both the issuer and its parent guarantor. Secondary-market liquidity is expected to be limited; J.P. Morgan Securities LLC may provide bid prices but is not obligated to do so. Investors have no ownership rights in E-Mini S&P 500 futures contracts or underlying S&P 500 equities.

Material risk factors highlighted include potential loss of principal below the 60 % barrier, limited upside in negative index scenarios, negative roll yield inherent in futures-based indices, conflicts of interest arising from JPMorgan’s hedging and calculation-agent roles, and uncertain U.S. tax treatment.

Positive

• Upside Leverage ≥ 1.72× amplifies gains when the index ends higher than its initial level.
• 40 % downside buffer with absolute-return feature allows positive returns on index losses up to –40 %.
• Single-observation barrier means intra-term breaches do not trigger losses; only final level matters.

Negative

• Principal fully at risk below –40 %; investors participate 1:1 in deeper declines and could lose entire investment.
• No coupon or dividend yield; performance depends solely on final index level.
• Limited liquidity; JPMS is not obliged to make markets, potentially causing significant bid–offer deterioration.
• Estimated value ≤ 92 % of face indicates immediate economic cost to investor.
• Credit risk of issuer and guarantor could affect note value regardless of index performance.

Insights

Structured-Product Analyst

TL;DR: Note offers ≥1.72× upside, 40 % buffer, but capital is fully at risk below –40 % and upside is limited on declines.

From a structured-product standpoint, the deal combines three common features: leveraged upside participation, an absolute-return component for moderate declines, and a European barrier that converts to linear downside below –40 %. The structure appeals to investors expecting the S&P 500 to be range-bound or moderately bullish over six years. Estimated fair value (≥92 % of face) implies a ~8 % placement fee/hedging cost, in line with market norms. Credit exposure to JPM Chase is investment-grade, but spread widening could pressure secondary prices. Overall, risk-reward is balanced yet complex; suitability is limited to sophisticated investors who can tolerate illiquidity and potential full principal loss.

Multi-Asset Portfolio Manager

TL;DR: Instrument provides asymmetric equity exposure but sacrifices dividends, liquidity and carries issuer credit risk.

Relative to a direct S&P 500 allocation, investors gain leverage on the upside and buffered absolute performance through –40 %. However, they forgo dividend yield (~1.4 % annually) and face path-dependency: a single observation at maturity sets the outcome, rendering interim index rallies irrelevant if the index finishes lower. The 40 % cap on negative scenarios also curtails benefits of the buffer. In portfolio construction, the note could replace a small equity slice for clients seeking defined outcomes, yet its complexity, tax uncertainty and low estimated value argue for caution. I deem the market impact minimal—JPMS issues similar paper regularly without affecting broader credit or equity markets.

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: S&P 500 ® Futures Excess Return Index Pricing Date: July 25, 2025 Observation Date: July 25, 2031 Maturity Date: July 30, 2031 Upside Leverage Factor: At least 1.72* Barrier Amount: 60% of the Initial Value 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 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 Index Return) This payout formula results in an effective cap of 40.00% on your return at maturity if the Index Return is negative. Under these limited circumstances, your maximum payment at maturity is $1,400.00 per $1,000 principal amount note. 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 Index Return) If the Final Value is less than the Barrier Amount, you will lose more than 40.00% of your principal amount at maturity and could lose all of your principal amount at maturity. CUSIP: 48136FNH1 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136FNH1/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 1.72. **Reflects an Upside Leverage Factor equal to the minimum Upside Leverage Factor set forth herein for illustrative purposes. Capitalized terms used but not defined herein shall have the meanings set forth in the preliminary pricing supplement. 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 6y SPXFP Uncapped Dual Directional Accelerated Barrier Notes H North America Structured Investments Hypothetical Total Returns** Total Return on the Notes Absolute Index Return Index Return 111.80% N/A 65.00% 68.80% N/A 40.00% 34.40% N/A 20.00% 17.20% N/A 10.00% 8.60% N/A 5.00% 1.72% N/A 1.00% 0.00% 0.00% 0.00% 5.00% 5.00% - 5.00% 10.00% 10.00% - 10.00% 20.00% 20.00% - 20.00% 30.00% 30.00% - 30.00% 40.00% 40.00% - 40.00% - 40.01% N/A - 40.01% - 50.00% N/A - 50.00% - 60.00% N/A - 60.00% - 80.00% N/A - 80.00% - 100.00% N/A - 100.00%

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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 by the Barrier Amount if the Index 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. • As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. • The benefit provided by the Barrier Amount may terminate on the Observation Date. • No interest payments. • You will not have any rights to the E - Mini ® S&P 500 ® Futures Contracts (the “Underlying Futures Contracts”) or the securities included in the index underlying the Underlying Futures Contracts. • JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 ® Index, the index underlying the Underlying Futures Contracts of the Index. • The Index is subject to significant risks associated with the Underlying Futures Contracts. • Suspension or disruptions of market trading in the Underlying Futures Contracts may adversely affect the value of your notes. • The performance of the Index will differ from the performance of the index underlying the Underlying Futures Contracts. • Negative roll returns associated with the Underlying Futures Contracts may adversely affect the level of the Index and the value of the notes. • The Index comprises notional assets and liabilities. There is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. 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. 6y SPXFP Uncapped Dual Directional Accelerated Barrier Notes

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FAQ

What is the Upside Leverage Factor on the JPMorgan 6-year barrier notes?

The Upside Leverage Factor will be set on the pricing date at not less than 1.72× of the positive Index Return.

How does the 60 % barrier protect my principal?

If the Index never falls below the barrier at maturity, you receive at least your principal plus an absolute return on moves between 0 % and –40 %.

What happens if the S&P 500 Futures Excess Return Index drops more than 40 %?

You incur 1:1 downside exposure below the barrier, potentially losing all of your principal at maturity.

Are there any periodic interest payments on these notes?

No. The notes do not pay coupons; all returns are realized only at maturity.

Can I sell the notes before maturity?

JPMS may repurchase the notes in the secondary market, but is not obligated to do so and prices may be well below face value.

What is the estimated value of the notes at issuance?

J.P. Morgan estimates the initial value at no less than US$920 per US$1,000 note, reflecting dealer margins and hedging costs.

Do I have any ownership in S&P 500 futures or index constituents?

No. The notes are unsecured obligations; investors have no direct rights to the underlying futures contracts or equities.