Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The MSCI EAFE® Index (Bloomberg ticker:
MXEA) and the MSCI Emerging Markets Index (Bloomberg
ticker: MXEF) (each an “Index” and collectively, the “Indices”)
and the iShares® Russell 2000 ETF (Bloomberg ticker: IWM)
(the “Fund”) (each of the Indices and the Fund, an “Underlying”
and collectively, the “Underlyings”)
Contingent Interest Payments:
If the notes have not been previously redeemed early and the
closing value of each Underlying on any Review Date is greater
than or equal to its Interest Barrier, you will receive on the
applicable Interest Payment Date for each $1,000 principal
amount note a Contingent Interest Payment equal to at least
$8.5417 (equivalent to a Contingent Interest Rate of at least
10.25% per annum, payable at a rate of at least 0.85417% per
month) (to be provided in the pricing supplement).
If the closing value of any Underlying on any Review Date is
less than its Interest Barrier, no Contingent Interest Payment will
be made with respect to that Review Date.
Contingent Interest Rate: At least 10.25% per annum, payable
at a rate of at least 0.85417% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each
Underlying, 70.00% of its Initial Value
Pricing Date: On or about May 9, 2024
Original Issue Date (Settlement Date): On or about May 14,
2024
Review Dates*: June 10, 2024, July 9, 2024, August 9, 2024,
September 9, 2024, October 9, 2024, November 11, 2024,
December 9, 2024, January 9, 2025, February 10, 2025, March
10, 2025, April 9, 2025, May 9, 2025, June 9, 2025, July 9,
2025, August 11, 2025, September 9, 2025, October 9, 2025,
November 10, 2025, December 9, 2025, January 9, 2026,
February 9, 2026, March 9, 2026, April 9, 2026, May 11, 2026,
June 9, 2026, July 9, 2026, August 10, 2026, September 9,
2026, October 9, 2026, November 9, 2026, December 9, 2026,
January 11, 2027, February 9, 2027, March 9, 2027, April 9,
2027, May 10, 2027, June 9, 2027, July 9, 2027, August 9,
2027, September 9, 2027, October 11, 2027, November 9, 2027,
December 9, 2027, January 10, 2028, February 9, 2028, March
9, 2028, April 10, 2028, May 9, 2028, June 9, 2028, July 10,
2028, August 9, 2028, September 11, 2028, October 9, 2028,
November 9, 2028, December 11, 2028, January 9, 2029,
February 9, 2029, March 9, 2029, April 9, 2029 and May 9, 2029
(the “final Review Date”)
Interest Payment Dates*: June 13, 2024, July 12, 2024, August
14, 2024, September 12, 2024, October 15, 2024, November
14, 2024, December 12, 2024, January 14, 2025, February 13,
2025, March 13, 2025, April 14, 2025, May 14, 2025, June 12,
2025, July 14, 2025, August 14, 2025, September 12, 2025,
October 15, 2025, November 14, 2025, December 12, 2025,
January 14, 2026, February 12, 2026, March 12, 2026, April 14,
2026, May 14, 2026, June 12, 2026, July 14, 2026, August 13,
2026, September 14, 2026, October 15, 2026, November 13,
2026, December 14, 2026, January 14, 2027, February 12,
2027, March 12, 2027, April 14, 2027, May 13, 2027, June 14,
2027, July 14, 2027, August 12, 2027, September 14, 2027,
October 14, 2027, November 15, 2027, December 14, 2027,
January 13, 2028, February 14, 2028, March 14, 2028, April 13,
2028, May 12, 2028, June 14, 2028, July 13, 2028, August 14,
2028, September 14, 2028, October 12, 2028, November 14,
2028, December 14, 2028, January 12, 2029, February 14,
2029, March 14, 2029, April 12, 2029 and the Maturity Date
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Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates) at a price, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The Depository Trust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value
of each Underlying is greater than or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the final Review Date.
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, you will lose
more than 30.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings – Funds –
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
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