The following is a summary of the terms of the notes offered by the preliminary pricing supplement highlighted below.
Summary of Terms
Issuer:
JPMorgan Chase Financial Company LLC
Guarantor:
JPMorgan Chase & Co.
Minimum Denomination:
Denomination:$1,000
Indices:
S&P 500 ® Index and Russell 2000 ® Index
Upside Leverage Factor:
2.00
Buffer
Amount: 10.00%
Pricing Date:
May 15, 2020
Review
Date: May 20, 2021
Observation Date:
May 16, 2022
Maturity Date:
May 19, 2022
CUSIP:
48132K3M5
Preliminary Pricing
Supplement:
http://sp.jpmorgan.com/document/cusip/48132K3M5/doctype/Product_Termsheet/document.pdf
For more information about the estimated value of the notes, which will likely be lower than the price you paid for the notes
, p lease see the hyperlink above.
You may lose some or all of your principal at maturity. Any payment on the notes is subject to the credit risk of JPMorgan Ch
ase 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 level of
each Index on the Review Date is greater than or equal to its Call Value, the notes 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 of each Index is greater than its Initial Value. Because the Upside Leverage Factor does not apply to the payment upon an
automatic call, the payment upon an automatic call may be significantly less than the payment at maturity for the same level of
appreciation in the Lesser Performing Index
Payment At Maturity
If the notes have not been automatically called and the Final Value of each Index is greater than its Initial Value, your pay
men t at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000
×Lesser Performing Index Return ×Upside Leverage Factor
If the notes have not been automatically called and (i) the Final Value of one Index is greater than its Initial Value and th
e F inal Value of
the other Index is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount or (ii) the Final Val ue of each Index is
equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount, you will receive the principal amoun t o f your notes at
maturity..
If the notes have not been automatically called and the Final Value of either Index is less than its Initial Value by more th
an the Buffer
Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000
×(Lesser Performing Index Return + Buffer
If the notes have not been automatically called and the Final Value of either Index is less than its Initial Value by more th
an the Buffer
Amount, you will lose some or most of your principal amount at maturity
J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com
2
yr SPX/ RTY Auto Callable Buffered Return Enhanced Notes
North America Structured Investments
Call
Value Call
Premium*
100.00%
At least
10.00%
Hypothetical Examples of Amounts
Upon Automatic Call or at Maturity**
Lesser Performing
Index Return at
Review Date/
Observation Date
Total Return at
Review Date*
Total Return at
Maturity if not
Automatically Called
65.00%
10.00%
130.00%
50.00%
10.00%
100.00%
40.00%
10.00%
80.00%
20.00%
10.00%
40.00%
15.00%
10.00%
30.00%
5.00
10.00%
10.00
0.00%
10.00%
0.00%
-
5.00% N/A
0.00%
-
10.00 N/A
0.00%
-
20.00% N/A
-
10.00%
-
30.00 N/A
-
20.00%
-
40.00 N/A
-
30.00%
-
60.00% N/A
-
50.00%
-
80.00% N/A
-
70.00%
-
100.00% N/A
-
90.00%
N/A
indicates that the notes would not be called and no payment
would be made.
* Reflects
a call premium of 10.00% per annum. The call premium
will be determined on the Pricing Date and will not be less than
10.00% 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.

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
•
If the notes are automatically called, the appreciation potential of the notes is limited to the
Call Premium Amount paid on the notes
•
You are exposed to the risk of decline in the level of each Index.
•
Your payment at maturity will be determined by the Lesser Performing Index
•
The automatic call may force a potential early exit
•
No interest payments, dividend payments or voting rights.
•
JPMorgan Chase & Co. is currently one of the companies that make up the S&P 500 ®
Index.
•
The notes are subject to the risks associated with small capitalization companies
•
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 decline.
•
The tax consequences of the notes may be uncertain. You should consult your tax advisor
regarding the U.S. federal income tax consequences of an investment in the notes .
Disclaimer
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 participating in the this offering will arrange to send you the pr ospectus 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.
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 address 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 advisors 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 236659 and 333 236659 01
North America Structured Investments
2yr
SPX/ RTY Auto Callable Buffered Return Enhanced Notes
The risks identified above are not exhaustive. Please see “Risk Factors” in
the prospectus supplement and the applicable product supplement and underlying supplement and
“Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information.