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

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, fully and unconditionally guaranteed by JPMorgan Chase & Co., plans to issue $1,000-denominated Market Linked Securities that combine an auto-call feature, 100% upside participation and a 10% fixed downside buffer. The notes are linked to the S&P 500 Index and the Dow Jones Industrial Average; investors are exposed to the lowest-performing of the two indices at every measurement date.

• Pricing date: 18 Jul 2025  |  Issue date: 23 Jul 2025
• Potential automatic call: 23 Jul 2026 if the worst index is at or above its starting level; investors then receive principal plus a ≥10.40% call premium.
• Maturity: 21 Jul 2028. If not called, payout depends on the worst index on the final calculation day:
  • Above start level – principal plus full upside.
  • Between 90% and 100% of start – principal only.
  • Below 90% of start – 1-for-1 downside beyond the 10% buffer (losses up to 90%).
• Estimated value: ≈$960.80 per $1,000 note today; final estimate to be ≥$940 in the pricing supplement.
• Fees: Up to 2.575% selling concession (incl. Wells Fargo and other dealers); JPMS may pay up to 0.30% additional distribution fees.
• Credit exposure: unsecured obligations of JPMorgan Financial, guaranteed by JPMorgan Chase & Co.

The accompanying documents highlight key risks: capped upside if auto-called, potential 90% principal loss at maturity, reinvestment risk, liquidity constraints, valuation discounts versus issue price, tax uncertainty and reliance on JPM’s creditworthiness.

Positive

• 10% fixed downside buffer provides limited principal protection versus direct index exposure.
• Automatic call premium of ≥10.40% delivers double-digit return if indices are flat or up after one year.
• 100% upside participation beyond the call date allows full equity gains at maturity if not called.
• Full guarantee by JPMorgan Chase & Co. adds investment-grade credit backing.

Negative

• Potential loss of up to 90% of principal if the worst index falls more than 10% by maturity.
• Upside capped to the call premium if note is auto-called in year one, limiting long-term equity participation.
• Liquidity and valuation risk: secondary prices expected to trade below issue price due to embedded fees.
• Complex tax treatment with uncertain U.S. federal consequences for holders.

Insights

Structured Products Analyst

TL;DR: Routine structured-note launch; limited upside, 10% buffer, credit-linked to JPM, neutral overall impact.

The issuance follows JPMorgan’s typical calendar of retail-oriented market-linked notes. From a product design view, the 10% downside buffer and ≥10.4% one-year call premium are standard in today’s rate/volatility environment. The instrument is attractive to investors seeking equity exposure with partial protection, but total upside is either capped by an early call or fully market-tracking only at maturity. Because the lowest-performing index drives outcomes, correlation risk is meaningful. Estimated value of $960.80 implies a 3.9% initial embedded cost, consistent with similar offerings. For JPM, the deal raises inexpensive funding; for investors, risk/return is highly path-dependent. I classify the filing as non-material to JPM’s broader financial outlook.

Risk Analyst

TL;DR: Investors face 1-for-1 downside beyond 10% and liquidity/valuation risks—product is complex and unsuitable for short-term trading.

The fact sheet lists 17 distinct risk factors, most notably the potential 90% principal loss if the worst index falls more than 10% by July 2028. Secondary-market pricing will likely be below par because of fees and issuer spread, and JPMS’s published value may temporarily exceed fair value. Auto-call reinvestment risk is underestimated—if markets rise early, investors are forced out into lower-yield alternatives. Finally, because both JPM and Wells Fargo are current constituents of the reference indices, conflicts could arise around hedging and trading. Overall risk profile is elevated relative to plain bonds or index ETFs, though credit risk remains investment-grade. Impact to JPM credit is negligible; impact to retail investors is potentially significant.

JPMorgan Chase Financial Company LLC Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. Market Linked Securities				Filed Pursuant to Rule 433 Registration Statement Nos. 333-270004 and 333-270004-01
Market Linked Securities— Auto-Callable with Upside Participation and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Dow Jones Industrial Average® due July 21, 2028 Fact Sheet dated July 2, 2025 to Preliminary Pricing Supplement dated July 2, 2025
Summary of Terms			Hypothetical Payout Profile*
Issuer:	JPMorgan Chase Financial Company LLC		*Assumes a call premium equal to the lowest possible call premium that may be determined on the pricing date If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the closing level of the lowest performing Index on the call date significantly exceeds its starting level. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the lowest performing Index on the final calculation day at the upside participation rate. If the securities are not automatically called and the ending level of the lowest performing Index on the final calculation day is less than its threshold level, you will have 1-to-1 downside exposure to the decrease in the level of that Index in excess of the buffer amount, and you will lose some, and possibly up to 90%, of the principal amount of your securities at maturity. The securities are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the securities is subject to the credit risk of JPMorgan Financial, as issuer of the securities, and the credit risk of JPMorgan Chase & Co., as guarantor of the securities. If the securities priced on the date of the accompanying preliminary pricing supplement, the estimated value of the securities would be approximately $960.80 per security. The estimated value of the securities, when the terms of the securities are set, will be provided in the pricing supplement and will not be less than $940.00 per security. See “The Estimated Value of the Securities” in the preliminary pricing supplement for additional information. Preliminary Pricing Supplement: http://www.sec.gov/Archives/edgar/data/19617/000183988225036869/jpm_424b2-20069.htm
Guarantor:	JPMorgan Chase & C0.
Indices:	S&P 500® Index and Dow Jones Industrial Average®
Pricing Date1:	July 18, 2025
Issue Date1:	July 23, 2025
Final Calculation Day1, 2:	July 18, 2028
Stated Maturity Date1, 2:	July 21, 2028
Principal Amount:	$1,000 per security (100% of par)
Automatic Call:	If the closing level of the lowest performing Index on the call date is greater than or equal to its starting level, the securities will be automatically called, and on the call settlement date, investors will receive the principal amount plus the call premium.
Call Premium:	At least 10.40% of the principal amount (the actual call premium will be provided in the pricing supplement)
Call Date1, 2:	July 23, 2026
Call Settlement Date1, 2:	Three business days after the call date
Maturity Payment Amount:	If the securities are not automatically called on the call date, the “maturity payment amount” per security will equal: If the ending level of the lowest performing Index on the final calculation day is greater than its starting level: $1,000 + ($1,000 × index return of the lowest performing Index on the final calculation day × upside participation rate); If the ending level of the lowest performing Index on the final calculation day is less than or equal to its starting level, but greater than or equal to its threshold level: $1,000; or If the ending level of the lowest performing Index on the final calculation day is less than its threshold level: $1,000 + [$1,000 × (index return of the lowest performing Index on the final calculation day + buffer amount)]
Lowest Performing Index	On the call date or the calculation date, the Index with the lowest index return on that day
Starting Level:	For each Index, its closing level on the pricing date
Ending Level:	For each Index, its closing level on the final calculation day
Upside Participation Rate:	100%
Buffer Amount	10%
Threshold Level:	For each Index, 90% of its starting level
Index Return:	For the call date or the final calculation day and for each Index: (closing level on that day – starting level) / starting level
Calculation Agent:	J.P. Morgan Securities LLC (“JPMS”)
Denominations:	$1,000 and any integral multiple of $1,000
CUSIP:	48136FJD5
Fees and Commissions:	Up to 2.575% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 2.00% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.075%. In addition, with respect of certain securities sold in this offering, JPMS may pay a fee of up to 0.30% to selected dealers in consideration for marketing and other services in connection with the distribution of the securities to other dealers.
Tax Considerations:	See the preliminary pricing supplement.
1 Subject to change 2 Subject to postponement

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities. See “Risk Factors” in the accompanying prospectus supplement and the accompanying product supplement, Annex A to the accompanying prospectus addendum and “Selected Risk Considerations” in the accompanying preliminary pricing supplement.

The securities are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.

THIS FACT SHEET DOES NOT PROVIDE ALL OF THE INFORMATION THAT AN INVESTOR SHOULD CONSIDER PRIOR TO MAKING AN INVESTMENT DECISION. This fact sheet should be read in conjunction with the accompanying preliminary pricing supplement, prospectus, prospectus supplement, prospectus addendum, product supplement and underlying supplement.

Selected Risk Considerations

The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement, the “Risk Factors” sections in the accompanying prospectus supplement and product supplement and Annex A to the accompanying prospectus addendum. Please review the risk disclosure carefully.

●If the Securities Are Not Automatically Called and the Ending Level of the Lowest Performing Index on the Final Calculation Day Is Less Than Its Threshold Level, You Will Lose Up to 90% of the Principal Amount of Your Securities at Maturity. ●If the Securities Are Automatically Called, the Return on the Securities Will Be Limited to the Call Premium. ●You Will Be Subject to Reinvestment Risk. ●The Securities Are Subject to the Credit Risks of JPMorgan Financial and JPMorgan Chase & Co. ●As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and Has Limited Assets. ●You Are Exposed to the Risk of Decline in the Level of Each Index. ●Your Payment at Maturity Will Be Determined by the Lowest Performing Index. ●You Will Be Subject to Risks Resulting from the Relationship Between the Indices. ●No Interest or Dividend Payments or Voting Rights ●Lack of Liquidity ●The Final Terms and Estimated Valuation of the Securities Will Be Provided in the Pricing Supplement. ●The U.S. Federal Tax Consequences of the Securities Are Uncertain, and May be Adverse to a Holder of the Securities. ●Potential Conflicts ●The Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public) of the Securities. ●The Estimated Value of the Securities Does Not Represent Future Values of the Securities and May Differ from Others’ Estimates. ●The Estimated Value of the Securities Is Derived by Reference to an Internal Funding Rate. ●The Value of the Securities as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited Time Period. ●Secondary Market Prices of the Securities Will Likely Be Lower Than the Original Issue Price of the Securities. ●Many Economic and Market Factors Will Impact the Value of the Securities. ●Each of JPMorgan Chase & Co. and Wells Fargo & Company (the Parent Company of WFS) Is Currently One of the Companies that Make Up the S&P 500® Index, and JPMorgan Chase & Co. Is Currently One of the Companies that Make Up the Dow Jones Industrial Average®. ●Any Payment on the Securities Will Depend upon the Performance of Each Index and Therefore the Securities Are Subject to the Risks Associated with Each Index, Each as Discussed in the Accompanying Preliminary Pricing Supplement and Product Supplement.

SEC Legend: JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a prospectus) 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 JPMorgan 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 these 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 participating in 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 calling toll-free 1-866-535-9248.

As used in this fact sheet, “we,” “us” and “our” refer to JPMorgan Financial Company LLC. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

FAQ

How does the auto-call feature work on JPMorgan's Market Linked Securities?

If on 23 Jul 2026 the lowest-performing index is at or above its starting level, the notes are redeemed early for $1,000 plus a ≥10.40% premium.

What downside protection do the securities offer?

A 10% buffer: investors start losing principal only if the worst index ends below 90% of its starting level on 18 Jul 2028.

What is the estimated value relative to the $1,000 issue price?

Current estimate is $960.80; the final estimate, disclosed in the pricing supplement, will not be less than $940.

Who bears the credit risk of these securities?

Holders are unsecured creditors of JPMorgan Chase Financial Company LLC; payments are guaranteed by JPMorgan Chase & Co.

Are interest or dividends paid during the term?

No. The notes pay neither periodic interest nor pass through dividends from the underlying indices.

What fees are embedded in the product?

Selling concessions up to 2.575% plus up to 0.30% in additional dealer fees are included in the pricing.