Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Nasdaq-100® Technology Sector IndexSM
(Bloomberg ticker: NDXT) and the Russell 2000® Index
(Bloomberg ticker: RTY) (each an “Index” and collectively, the
“Indices”) and the Utilities Select Sector SPDR® Fund
(Bloomberg ticker: XLU) (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
$6.6667 (equivalent to a Contingent Interest Rate of at least
8.00% per annum, payable at a rate of at least 0.66667% 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 8.00% per annum, payable
at a rate of at least 0.66667% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Underlying, 70.00% of its
Initial Value
Trigger Value: With respect to each Underlying, 65.00% of its
Initial Value
Pricing Date: On or about May 24, 2024
Original Issue Date (Settlement Date): On or about May 30,
2024
Review Dates*: June 24, 2024, July 24, 2024, August 26, 2024,
September 24, 2024, October 24, 2024, November 25, 2024,
December 24, 2024, January 24, 2025, February 24, 2025,
March 24, 2025, April 24, 2025, May 27, 2025, June 24, 2025,
July 24, 2025, August 25, 2025, September 24, 2025, October
24, 2025, November 24, 2025, December 24, 2025, January 26,
2026, February 24, 2026, March 24, 2026, April 24, 2026, May
26, 2026, June 24, 2026, July 24, 2026, August 24, 2026,
September 24, 2026, October 26, 2026, November 24, 2026,
December 24, 2026, January 25, 2027, February 24, 2027,
March 24, 2027, April 26, 2027 and May 24, 2027 (the “final
Review Date”)
Interest Payment Dates*: June 27, 2024, July 29, 2024, August
29, 2024, September 27, 2024, October 29, 2024, November
29, 2024, December 30, 2024, January 29, 2025, February 27,
2025, March 27, 2025, April 29, 2025, May 30, 2025, June 27,
2025, July 29, 2025, August 28, 2025, September 29, 2025,
October 29, 2025, November 28, 2025, December 30, 2025,
January 29, 2026, February 27, 2026, March 27, 2026, April 29,
2026, May 29, 2026, June 29, 2026, July 29, 2026, August 27,
2026, September 29, 2026, October 29, 2026, November 30,
2026, December 30, 2026, January 28, 2027, March 1, 2027,
March 30, 2027, April 29, 2027 and the Maturity Date
Maturity Date*: May 27, 2027
*Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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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, third, fourth, fifth 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, if any, 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 35.00% 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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