June 28, 2024
JPMorgan Chase Bank, National Association
Structured
Investments
$1,194,000
Certificates of Deposit Linked to the J.P. Morgan Multi-Asset
Index due July 2, 2026
| ● | The certificates of deposit (“CDs”) are designed for investors who seek exposure to any appreciation of the J.P. Morgan
Multi-Asset Index over the term of the CDs. |
| ● | Investors should be willing to forgo interest payments, while seeking full repayment of principal at maturity. |
| ● | The CDs are issued by JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank”). The CDs are insured only within
the limits and to the extent described in this disclosure supplement and in the accompanying disclosure statement. See “Selected
Risk Considerations — Risks Relating to the CDs Generally — Limitations on FDIC Insurance” in this disclosure supplement.
Any payment on the CDs in excess of FDIC insurance limits is subject to the credit risk of JPMorgan Chase Bank. |
| ●
| Investing in the CDs is not equivalent to investing in a conventional CD or directly in the J.P. Morgan Multi-Asset Index or any of
its Constituents. |
| ● | Minimum denominations of $1,000 and integral multiples thereof |
| ● | The CDs priced on June 28, 2024 and are expected to settle on or
about July 3, 2024. |
| ● | JPMorgan Chase & Co., our parent company, and/or its affiliates have previously agreed to make unconditional and irrevocable donations
to UPchieve, Inc. (“UPchieve”), a nonprofit organization, to support the provision of free, online tutoring and college counseling
to low-income high school students in the United States. These donations are not contingent on the sale of the CDs and will not impact
the final terms of the CDs. We or our affiliates expect to realize profits for assuming risks inherent in hedging our obligations
under the CDs. Some of these projected profits, if any, may be used to offset a portion of the donations. See “Supplemental
Donation Information” in this disclosure supplement. |
| ● | The issuance of the CDs and the related use of proceeds are not intended to comply with the Social Bond Principles,
June 2021 (with June 2022 Appendix 1). See “Supplemental Donation Information” in this disclosure supplement. |
Investing in the CDs involves a number of risks. See “Risk
Factors” beginning on page 7 of the accompanying disclosure statement, “Risk Factors” beginning on page US-4 of the
accompanying underlying supplement and “Selected Risk Considerations” beginning on page DS-5 of this disclosure supplement.
Issue Price: $1,000 per $1,000 CD
Fees and Discounts: J.P. Morgan Securities LLC, which we refer
to as JPMS, and its affiliates will pay all of the selling commissions received from us to other affiliated or unaffiliated dealers. These
selling commissions will vary and will be up to $50.00 per $1,000 CD.
The estimated value of the CDs as determined by JPMS, when
the terms of the CDs were set, was $962.50 per $1,000 CD. See “JPMS’s Estimated Value of the CDs” in this disclosure
supplement for additional information.
Our affiliate, JPMS, certain of its affiliates and other broker-dealers
may use this disclosure supplement and the accompanying disclosure statement and underlying supplement in connection with offers and sales
of the CDs after the date hereof.
Disclosure supplement to the disclosure statement dated
July 7, 2023 and underlying supplement no. CD-41-II dated August 25, 2023
Key Terms
Index: The
J.P. Morgan Multi-Asset Index (Bloomberg ticker: MAX). The level of the Index reflects a 1.00% per annum daily deduction.
Participation Rate:
300.00%
Pricing Date: June
28, 2024
Original Issue Date (Settlement
Date): On or about July 3, 2024
Observation Date*: June
29, 2026
Maturity Date*:
July 2, 2026
* Subject to postponement
in the event of a market disruption event and as described under “Supplemental Terms of the CDs — Postponement of a Determination
Date — CDs linked solely to the Index” in the accompanying underlying supplement and “General Terms of the CDs —
Postponement of a Payment Date” in the accompanying disclosure statement |
|
Payment at Maturity:
At maturity, you will receive a cash payment,
for each $1,000 CD, of $1,000 plus the Additional Amount, which may be zero.
You will receive no other interest payments during the term of the
CDs. The repayment of your full principal amount applies only at maturity, subject to the credit risk of JPMorgan Chase Bank and applicable
FDIC limits.
Additional Amount†:
The Additional Amount payable at maturity per
$1,000 CD will equal:
$1,000
× the Index Return × the Participation Rate,
provided that the Additional
Amount will not be less than zero.
Index Return:
(Final
Value – Initial Value)
Initial Value
Initial Value:
The closing level of the Index on the Pricing Date, which was 293.71
Final Value:
The closing level of the Index on the Observation Date
Early Withdrawals:
At par upon death or adjudication of incompetence
of a beneficial holder of the CDs. For information about early withdrawals and the limitations on such early withdrawals, see “General
Terms of the CDs — Additions and Withdrawals” in the accompanying disclosure statement.
†
Subject to the impact of a commodity hedging disruption event as described under “General Terms of the CDs — Consequences
of a Commodity Hedging Disruption Event” in the accompanying disclosure statement. In the event of a commodity hedging disruption
event, we have the right, but not the obligation, to cause the CD calculation agent to determine on the commodity hedging disruption date
the value of the Additional Amount payable at maturity. Under these circumstances, the value of the Additional Amount payable at maturity
will be determined prior to, and without regard to the closing level of the Index on, the Observation Date. |
DS-1 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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The J.P.
Morgan Multi-Asset Index
The J.P. Morgan Multi-Asset Index (the “Index”)
was developed and is maintained and calculated by JPMS, one of our affiliates. The Index is reported by Bloomberg
L.P. under the ticker symbol “MAX Index.”
The Index seeks to provide a dynamic and diversified
asset allocation based on a momentum investment strategy. The Index tracks the return of (a) a dynamic notional portfolio consisting of
up to 10 excess return futures-based indices (each a “Constituent,” and collectively the “Constituents”), converted
into U.S. dollars (in the case of Constituents not denominated in U.S. dollars), less (b) a 1.00% per annum daily deduction. The
Constituents represent a broad range of asset classes (equities, fixed income and commodities) and developed markets (the United States,
Germany and Japan).
The Index selects and rebalances into a new notional
portfolio composed of the Constituents at least once each month using a methodology that is designed to:
| · | maintain a diversified allocation at all times; |
| · | allocate dynamically based on the market cycle; and |
| · | select allocations that attempt to deliver a stable volatility
over time. |
Maintaining a diversified allocation. A diversified
portfolio’s return is the weighted average of its constituents’ returns, but its volatility is less than the weighted average
of its constituents’ volatilities, because different assets don’t always move in the same direction — in this sense,
a diversified portfolio can be said to deliver average returns with below-average volatility. In order to ensure diversification, the
Index constitutes its selected portfolio from a universe of 10 Constituents, and imposes caps and floors on the Constituent weights at
the individual and asset class levels. Each Constituent’s assigned weight must also be an increment of 5%, and the assigned weights
must sum to 100%. The following table sets forth the current Constituents, the ticker for each Constituent, the minimum and maximum assigned
weight for each Constituent and the minimum and maximum aggregate assigned weight for each asset class. For additional information about
the Constituents, see “Background on the J.P. Morgan Futures Indices” in the accompanying underlying supplement.
|
Constituent |
Ticker |
Individual
Assigned
Weight
Constraints |
Aggregate
Assigned
Weight
Constraints |
1 |
J.P. Morgan US Large Cap Equities Futures Index |
JPUSLGEQ |
Minimum:
-10%
Maximum:
40% |
Minimum:
10%
Maximum:
60% |
2 |
J.P. Morgan US Small Cap Equities Futures Index |
JPUSSMEQ |
3 |
J.P. Morgan German Equities Futures Index |
JPDEEQ |
4 |
J.P. Morgan Japanese Equities Futures Index |
JPJPEQ |
5 |
J.P. Morgan 5Y U.S. Treasury Futures Index |
JPUS5YT |
Minimum:
-10%
Maximum:
40% |
Minimum:
10%
Maximum:
80% |
6 |
J.P. Morgan 10Y U.S. Treasury Futures Index |
JPUS10YT |
7 |
J.P. Morgan German Government Bond Futures Index |
JPDEBUND |
8 |
J.P. Morgan Japanese Government Bond Futures Index |
JPJP10YB |
9 |
J.P. Morgan Brent Crude Oil Futures Index |
JPBRENT |
Minimum:
-20%
Maximum:
20% |
Minimum:
-30%
Maximum:
30% |
10 |
J.P. Morgan Gold Futures Index |
JPMGOLD |
Allocating dynamically based on the market cycle.
Historical data and statistical analysis support the premise that assets tend to move in multi-year cycles. Depending on the asset
class, these cycles can range from five to 30 years. The presence of these trends is one possible explanation for the academic research
showing that, historically, asset classes exhibiting strong recent returns have been more likely to continue to exhibit positive returns.
The Index attempts to take advantage of this dynamic by identifying a selected portfolio that reflects the strongest recent returns in
local-currency terms from among the possible portfolios that meet the weight constraints set forth above and the volatility threshold
described below.
Targeting stable volatility. One measure of risk
used by many investors is volatility, which reflects the degree of variation in the value of an asset or portfolio over a period of time.
Unlike asset-allocation approaches that aim to maintain stable proportions of different assets
DS-2 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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throughout the market cycle, the Index attempts to maintain
a stable level of volatility over time. As compared to an approach that maintains consistent weights through the market cycle, the Index
is designed to take on more volatility risk in calm markets and deliver lower volatility in choppy ones.
Identifying a selected portfolio. At least once
each month, the Index identifies every notional portfolio that meets the individual Constituent and asset class weight constraints set
forth above with weights in increments of 5% and a total weight of 100% and that has a recent historical volatility at or below a volatility
threshold of 4%. The Index then selects and rebalances into the notional portfolio from that set with the strongest recent performance
in local-currency terms. If no such notional portfolio exists, then the volatility threshold is increased by 1% (e.g., from 4%
to 5%), and the procedure described in this paragraph is repeated, including the increase to the volatility threshold, until a notional
portfolio has been selected.
Calculating the level of the Index. On any given
day, the closing level of the Index (the “Index Level”) reflects (a) the weighted U.S. dollar performance of the Constituents
tracked by the Index on that day less (b) the 1.00% per annum daily deduction. The Index Level was set equal to 100.00 on February
22, 1994, the base date of the Index. The Index Calculation Agent (as defined below) began calculating the Index on a live basis on November
18, 2022.
The Index is an “excess return” index because
it provides notional exposure to the Constituents that in turn provide exposure to futures contract returns that reflect changes in the
price of those futures contracts, as well as their “roll” returns. The Index is not a “total return” index because
the Constituents do not reflect interest that could be earned on funds notionally committed to the trading of futures contracts.
JPMS is currently the sponsor of the Index (the “Index
Sponsor”) and the calculation agent of the Index (the “Index Calculation Agent”).
See “The J.P. Morgan Multi-Asset Index” in
the accompanying underlying supplement for additional information about the Index.
No assurance can be given that the investment strategy
used to construct the Index will be successful or that the Index will outperform any alternative portfolio or strategy that might be constructed
from the Constituents. There is no guarantee that past performance trends referenced in identifying a selected portfolio will continue
during the subsequent period when the Index provides exposure to that selected portfolio. In addition, no assurance can be given that
the actual realized volatility of the Index will approximate 4%. The actual realized volatility of the Index will depend on the performance
of the Constituents included in the selected portfolio(s) from time to time, and, at any time or for extended periods, may be greater
than 4%, perhaps significantly, or less than 4%. Furthermore, the volatility threshold is subject to upward adjustment and, thus, the
realized volatility threshold used to determine any selected portfolio may be greater than 4%, perhaps significantly.
The Index is described as a “notional”
or “synthetic” portfolio of assets because there is no actual portfolio of assets to which any person is entitled or in which
any person has any ownership interest. The Index merely references certain assets, the performance of which will be used as a reference
point for calculating the Index Level.
DS-3 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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Hypothetical
Payout Profile
The following table and graph illustrate the hypothetical
payment at maturity on the CDs linked to a hypothetical Index. The hypothetical payments set forth below assume the following:
| ● | an Initial Value of 100.00; and |
| ● | a Participation Rate of 300.00%. |
The hypothetical Initial Value of 100.00 has been chosen
for illustrative purposes only and does not represent the actual Initial Value. The actual Initial Value is the closing level of the Index
on the Pricing Date and is specified under “Key Terms — Initial Value” in this disclosure supplement. For historical
data regarding the actual closing levels of the Index, please see the historical information set forth under “Hypothetical Back-Tested
Data and Historical Information” in this disclosure supplement.
Each hypothetical payment at maturity set forth below
is for illustrative purposes only and may not be the actual payment at maturity applicable to a purchaser of the CDs. The numbers appearing
in the following table and graph have been rounded for ease of analysis.
Final Value |
Index Return |
Additional Amount |
Payment at Maturity |
Annual Percentage Yield
(APY) |
165.00 |
65.00% |
$1,950.00 |
$2,950.00 |
71.88% |
150.00 |
50.00% |
$1,500.00 |
$2,500.00 |
58.21% |
140.00 |
40.00% |
$1,200.00 |
$2,200.00 |
48.40% |
130.00 |
30.00% |
$900.00 |
$1,900.00 |
37.90% |
120.00 |
20.00% |
$600.00 |
$1,600.00 |
26.53% |
115.00 |
15.00% |
$450.00 |
$1,450.00 |
20.45% |
110.00 |
10.00% |
$300.00 |
$1,300.00 |
14.04% |
105.00 |
5.00% |
$150.00 |
$1,150.00 |
7.25% |
100.00 |
0.00% |
$0.00 |
$1,000.00 |
0.00% |
95.00 |
-5.00% |
$0.00 |
$1,000.00 |
0.00% |
90.00 |
-10.00% |
$0.00 |
$1,000.00 |
0.00% |
85.00 |
-15.00% |
$0.00 |
$1,000.00 |
0.00% |
80.00 |
-20.00% |
$0.00 |
$1,000.00 |
0.00% |
70.00 |
-30.00% |
$0.00 |
$1,000.00 |
0.00% |
60.00 |
-40.00% |
$0.00 |
$1,000.00 |
0.00% |
50.00 |
-50.00% |
$0.00 |
$1,000.00 |
0.00% |
40.00 |
-60.00% |
$0.00 |
$1,000.00 |
0.00% |
30.00 |
-70.00% |
$0.00 |
$1,000.00 |
0.00% |
20.00 |
-80.00% |
$0.00 |
$1,000.00 |
0.00% |
10.00 |
-90.00% |
$0.00 |
$1,000.00 |
0.00% |
0.00 |
-100.00% |
$0.00 |
$1,000.00 |
0.00% |
DS-4 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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The following graph demonstrates the hypothetical payments
at maturity on the CDs for a range of Index Returns. There can be no assurance that the performance of the Index will result in a payment
at maturity in excess of $1,000 per $1,000 CD.
How the
CDs Work
Upside Scenario:
If the Final Value is greater than the Initial Value,
investors will receive at maturity the $1,000 principal amount plus the Additional Amount, which is equal to $1,000 times
the Index Return times the Participation Rate of 300.00%, for each $1,000 CD.
| ● | If the closing level of the Index increases 5.00%, investors will receive at maturity a return equal to 15.00% (APY: 7.25%), or $1,150.00
per $1,000 CD. |
Par Scenario:
If the Final Value is equal to the Initial Value or is
less than the Initial Value, the Additional Amount will be zero and investors will receive at maturity only the principal amount of their
CDs.
The hypothetical returns and hypothetical payments on
the CDs shown above apply only if you hold the CDs for their entire term. These hypotheticals do not reflect the fees or expenses
that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns and
hypothetical payments shown above would likely be lower.
Selected
Risk Considerations
An investment in the CDs involves significant risks.
These risks are explained in more detail in the “Risk Factors” sections of the accompanying disclosure statement and underlying
supplement.
Risks Relating to the CDs Generally
| ● | THE CDs MAY NOT PAY MORE THAN THE PRINCIPAL AMOUNT AT MATURITY — |
If the Final Value is less than or equal to
the Initial Value, you will receive only the principal amount of your CDs at maturity, and you will not be compensated for any loss in
value due to inflation and other factors relating to the value of money over time.
| ● | THE INDEX IS SUBJECT TO A 1.00% PER ANNUM DAILY DEDUCTION — |
This per annum deduction will be deducted
daily. As a result of the per annum deduction, the level of the Index will trail the value of a hypothetical identically constituted notional
portfolio from which no such deduction is made.
| ● | CREDIT RISK OF JPMORGAN CHASE BANK — |
A depositor purchasing a principal amount
of CDs in excess of FDIC insurance limits, when aggregated with all other deposits held by the depositor in the same right and capacity
at JPMorgan Chase Bank, will be subject to the credit risk of JPMorgan Chase Bank. Investors are dependent on JPMorgan Chase Bank’s
ability to pay any amounts due on the CDs in excess of FDIC
DS-5 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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insurance limits. Any actual or potential
change in the creditworthiness, credit ratings or credit spreads related to us or our affiliates, as determined by the market for taking
that credit risk, is likely to adversely affect the value of the CDs.
| ● | WE MAY DETERMINE THE ADDITIONAL AMOUNT FOR YOUR CDs EARLY IF A COMMODITY HEDGING DISRUPTION EVENT OCCURS — |
If we or our affiliates are unable to effect
transactions necessary to hedge our obligations under the CDs due to a commodity hedging disruption event, we may, in our sole and absolute
discretion, cause the CD calculation agent to determine the Additional Amount for your CDs early based on the CD calculation agent’s
good faith determination of the option value for your CDs (i.e., the price of the embedded option representing the Additional Amount
payable on the CDs at maturity) on the date on which the CD calculation agent determines that a commodity hedging disruption event has
occurred, which may be significantly earlier than the Observation Date. Under these circumstances, the amount due and payable on your
CDs will be due and payable only at maturity, and that amount will not reflect any appreciation of the Index after such early determination.
See “General Terms of the CDs — Consequences of a Commodity Hedging Disruption Event” in the accompanying disclosure
statement for more information.
We and our affiliates play a variety of roles
in connection with the CDs. In performing these duties, our economic interests are potentially adverse to your interests as an investor
in the CDs. It is possible that hedging or trading activities of ours or our affiliates in connection with the CDs could result in substantial
returns for us or our affiliates while the value of the CDs declines. Please refer to “Risk Factors — Risks Relating to Conflicts
of Interest” in the accompanying disclosure statement. See also “— Risks Relating to the Index — Our Affiliate,
JPMS, Is the Index Calculation Agent and May Adjust the Index in a Way that Affects Its Level” below.
In addition, one of our affiliates, JPMS,
is one of the primary dealers through which the U.S. Federal Reserve conducts open-market purchases and sales of U.S. Treasury and federal
agency securities, including U.S. Treasury notes. These activities may affect the prices and yields on the U.S. Treasury notes, which
may in turn affect the levels of two of the Bond Constituents and the level of the Index. JPMS has no obligation to take into consideration
your interests as a holder of the CDs when undertaking these activities.
| ● | THE CDs DO NOT PAY INTEREST. |
| ● | YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE CONSTITUENTS, THE FUTURES CONTRACTS UNDERLYING THE CONSTITUENTS OR THE SECURITIES
OR COMMODITIES UNDERLYING THOSE FUTURES CONTRACTS. |
| ● | JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED RECOMMENDATIONS THAT ARE INCONSISTENT WITH
INVESTING IN OR HOLDING THE CDs, AND MAY DO SO IN THE FUTURE — |
Any research, opinions or recommendations
could affect the market value of the CDs. Investors should undertake their own independent investigation of the merits of investing in
the CDs, the Constituents, the futures contracts in the Constituents and the securities and commodities underlying those futures contracts.
The CDs will not be listed on an organized
securities exchange. JPMS and its affiliates may offer to purchase the CDs upon terms and conditions acceptable to them, but are not required
to do so. You may not be able to sell your CDs. The CDs are not designed to be short-term trading instruments. Accordingly, you should
be able and willing to hold your CDs to maturity. For more information, see “General Terms of the CDs — Additions and Withdrawals”
and “Discounts and Secondary Market” in the accompanying disclosure statement.
| ● | LIMITATIONS ON FDIC INSURANCE — |
As a general matter, a holder who purchases
a principal amount of CDs, together with other deposits that it maintains at JPMorgan Chase Bank in the same ownership capacity, that
is greater than the applicable limits set by federal law and regulation will not be insured by the FDIC for the principal amount exceeding
such limit. In addition, under FDIC interpretations, the return on the CDs, which is reflected in the form of the Additional Amount, is
not insured by the FDIC until the Observation Date or, if applicable in the case of a commodity hedging disruption event, such earlier
date upon which the return payable at maturity is determined. Any amounts due on the CDs in excess of the applicable FDIC insurance limits
will be subject to the credit risk of JPMorgan Chase Bank. For more information, see “Deposit Insurance” in the accompanying
disclosure statement.
DS-6 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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| ● | JPMS’S ESTIMATED VALUE OF THE CDs IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE CDs — |
JPMS’s estimated value is only an estimate
determined by reference to several factors. The original issue price of the CDs exceeds JPMS’s estimated value because costs associated
with selling, structuring and hedging the CDs are included in the original issue price of the CDs. These costs include the selling commissions,
the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the
CDs and the estimated cost of hedging our obligations under the CDs. See “JPMS’s Estimated Value of the CDs” in this
disclosure supplement.
| ● | JPMS’S ESTIMATED VALUE DOES NOT REPRESENT FUTURE VALUES OF THE CDs AND MAY DIFFER FROM OTHERS’ ESTIMATES — |
See “JPMS’s Estimated Value of
the CDs” in this disclosure supplement.
| ● | JPMS’S ESTIMATED VALUE IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE — |
The internal funding rate used in the determination
of JPMS’s estimated value may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity
issued by us or our affiliates. Any difference may be based on, among other things, our view of the funding value of the CDs as well as
the issuance, operational and ongoing liability management costs of the CDs. This internal funding rate is based on certain market inputs
and assumptions, which may prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the
CDs. Our use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the CDs and
any secondary market prices of the CDs. See “JPMS’s Estimated Value of the CDs” in this disclosure supplement.
| ● | THE VALUE OF THE CDs AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN JPMS’S
THEN-CURRENT ESTIMATED VALUE OF THE CDs FOR A LIMITED TIME PERIOD — |
We generally expect that some of the costs
included in the original issue price of the CDs will be partially paid back to you in connection with any repurchases of your CDs by JPMS
in an amount that will decline to zero over an initial predetermined period. See “Secondary Market Prices of the CDs” in this
disclosure supplement for additional information relating to this initial period. Accordingly, the estimated value of your CDs during
this initial period may be lower than the value of the CDs as published by JPMS (and which may be shown on your customer account statements).
| ● | SECONDARY MARKET PRICES OF THE CDs WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE CDs — |
Any secondary market prices of the CDs will
likely be lower than the original issue price of the CDs because, among other things, secondary market prices take into account our internal
secondary market funding rates for structured issuances and, also, because secondary market prices may exclude selling commissions, projected
hedging profits, if any, and estimated hedging costs that are included in the original issue price of the CDs. As a result, the price,
if any, at which JPMS will be willing to buy the CDs from you in secondary market transactions, if at all, is likely to be lower than
the original issue price. Any sale by you prior to the Maturity Date could result in a substantial loss to you.
In addition, if JPMS or any other affiliate
of ours purchases your CDs in the secondary market within six days after their initial issuance, you will be subject to early withdrawal
penalties we are required to impose pursuant to Regulation D of the Federal Reserve Board. Under these circumstances, the repurchase price
will be less than the original issue price of the CDs.
| ● | SECONDARY MARKET PRICES OF THE CDs WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS — |
The secondary market price of the CDs during
their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the
selling commissions, projected hedging profits, if any, estimated hedging costs and the level of the Index. Additionally, independent
pricing vendors and/or third party broker-dealers may publish a price for the CDs, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the CDs, if any, at which JPMS may be willing to purchase your CDs in
the secondary market. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the CDs —
Secondary market prices of the CDs will be impacted by many economic and market factors” in the accompanying disclosure statement.
DS-7 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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Risks Relating to the Index
| ● | OUR PARENT COMPANY, JPMORGAN CHASE & CO., IS CURRENTLY ONE OF THE COMPANIES THAT MAKE
UP THE S&P 500® INDEX, THE REFERENCE INDEX UNDERLYING THE FUTURES CONTRACTS INCLUDED IN ONE OF THE EQUITY CONSTITUENTS, |
but
JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect the
securities included in the reference index underlying the futures contracts included in that Equity Constituent.
| ● | OUR AFFILIATE, JPMS, IS THE INDEX SPONSOR AND INDEX CALCULATION AGENT AND MAY ADJUST THE INDEX IN A WAY THAT AFFECTS ITS LEVEL
— |
JPMS, one of our affiliates, currently acts
as the Index Sponsor and the Index Calculation Agent and is responsible for calculating and maintaining the Index and developing the guidelines
and policies governing their composition and calculation. In performing these duties, JPMS may have interests adverse to the interests
of the holders of the CDs, which may affect your return on the CDs, particularly where JPMS, as the Index Sponsor and the Index Calculation
Agent, is entitled to exercise discretion. The rules governing the Index may be amended at any time by the Index Sponsor, in its sole
discretion. The rules also permit the use of discretion by the Index Sponsor and the Index Calculation Agent in relation to the Index
in specific instances, including, but not limited to, the determination of whether to replace a Constituent with a substitute or successor
upon the occurrence of certain events affecting that Constituent, the selection of any substitute or successor and the determination of
the levels to be used in the event of market disruptions that affect the ability of the Index Calculation Agent to calculate and publish
the levels of the Index and the interpretation of the rules governing the Index. Although JPMS, acting as the Index Sponsor and the Index
Calculation Agent, will make all determinations and take all action in relation to the Index acting in good faith, it should be noted
that JPMS may have interests adverse to the interests of the holders of the CDs and the policies and judgments for which JPMS is responsible
could have an impact, positive or negative, on the level of the Index and the value of your CDs.
Although judgments, policies and determinations
concerning the Index are made by JPMS, JPMorgan Chase & Co., as the ultimate parent company of JPMorgan Chase Bank and JPMS, ultimately
controls JPMorgan Chase Bank and JPMS. JPMS has no obligation to consider your interests in taking any actions that might affect the value
of your CDs. Furthermore, the inclusion of any Constituent in the Index is not an investment recommendation by us or JPMS of that Constituent
or any of the futures contracts underlying that Constituent.
| ● | AN INVESTMENT IN THE CDs CARRIES THE RISKS ASSOCIATED WITH THE INDEX’S MOMENTUM INVESTMENT STRATEGY — |
The Index construction reflects a momentum
investment strategy. Momentum investing generally seeks to capitalize on positive trends in the returns of financial instruments. As such,
the weights of the Constituents in the Index are based in part on the recent performance of the Constituents. However, there is no guarantee
that recent performance trends will continue in the future. In addition, the caps and floors on the Constituent weights applied at the
individual and asset class levels will result in lower weights for the Constituents with the best recent performance than would be the
case if those caps and floors were not applied. Moreover, the aggregate assigned weights of the J.P. Morgan US Large Cap Equities Futures
Index, the J.P. Morgan US Small Cap Equities Futures Index, the J.P. Morgan German Equities Futures Index and the J.P. Morgan Japanese
Equities Futures Index (the “Equity Constituents”) and the aggregate assigned weights of the J.P. Morgan 5Y U.S. Treasury
Futures Index, the J.P. Morgan 10Y U.S. Treasury Futures Index, the J.P. Morgan German Government Bond Futures Index and the J.P. Morgan
Japanese Government Bond Futures Index (the “Bond Constituents”) will, in each case, not be less than 10%, even in cases where
the recent performance of the Equity Constituents or the Bond Constituents, as applicable, is significantly worse than the recent performance
of the remaining Constituents.
Furthermore, the Index will maintain a 100%
net long exposure to the Constituents at all times, even when most or all Constituents are displaying negative performance. Moreover,
once a selected portfolio has been identified and implemented, the Index will track the performance of the relevant Constituent until
the next rebalancing of the Index, even when the performance of those Constituents is worse than their recent performance, or than the
performance of the remaining Constituents.
In addition, due to the Index’s momentum
investment strategy, the Index may fail to realize gains that could occur as a result of obtaining exposures to financial instruments
that have experienced returns one direction, but which subsequently experience a sudden return in the other direction. As a result, if
market conditions do not represent a continuation of prior observed trends, the level of the Index, which is rebalanced based on prior
trends, may decline.
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| ● | THE INDEX MAY PERFORM POORLY AT TIMES WHEN THE PHASE OF THE MARKET CYCLE IS CHANGING OR DURING PERIODS CHARACTERIZED BY SHORT-TERM
VOLATILITY — |
While historical data and statistical analysis
support the premise that assets tend to move in multi-year cycles, performance of assets will be variable, even within a particular phase
of a market cycle, and the nature of a market cycle is such that the performance of assets will shift from phases of positive performance
to phases of negative performance over time. Because the Index’s strategy is based on momentum investing, the Index may perform
poorly during times when a Constituent’s performance is not consistent with the current phase of the market cycle or when the current
phase of the market cycle for that Constituent is changing. In non-trending, sideways markets, momentum investment strategies are subject
to “whipsaws.” A whipsaw occurs when the market reverses and does the opposite of what is indicated by the trend indicator,
resulting in a trading loss during the particular period. Consequently, the Index may perform poorly in non-trending, “choppy”
markets characterized by short-term volatility.
| ● | BECAUSE THE INDEX MAY INCLUDE NOTIONAL SHORT POSITIONS, THE CDs MAY BE SUBJECT TO ADDITIONAL RISKS — |
During each rebalancing of the Index, the
Index may assign negative weights as low as -10% to one or more of the Equity Constituents and the Bond Constituents and negative weights
as low as -20% to one or both of the J.P. Morgan Brent Crude Oil Futures Index and the J.P. Morgan Gold Futures Index (the “Commodity
Constituents”), thereby providing notional short exposure to one or more Constituents. Unlike long positions, short positions are
subject to unlimited risk of loss because there is no limit on the appreciation of the price of the relevant asset before the short position
is closed. It is possible that a Constituent may appreciate substantially while the Index is providing a notional short exposure to that
Constituent, thus resulting in an adverse effect on the level of the Index and the value of your CDs.
Moreover, if the Index provides both notional
long and short exposures to the Constituents, the total long and short exposure to the Constituents may exceed 100%, perhaps significantly,
which increases the risk that the Index will suffer losses, thereby adversely affecting any payment on the CDs and the value of the CDs.
| ● | THE INDEX MAY NOT APPROXIMATE ITS INITIAL VOLATILITY THRESHOLD OF 4% — |
No assurance can be given that the Index will
maintain an annualized realized volatility that approximates its initial volatility threshold of 4%. The actual realized volatility of
the Index will depend on the performance of the Constituents included in the selected portfolio(s) from time to time, and, at any time
or for extended periods, may be greater than 4%, perhaps significantly, or less than 4%. Furthermore, the volatility threshold of the
Index is subject to upward adjustment and, thus, the realized volatility threshold used to determine any selected portfolio may be greater
than 4%, perhaps significantly. While the assigned weights of the notional portfolio(s) tracked by the Index are based in part on the
recent historical volatility of the relevant notional portfolio, there is no guarantee that trends existing in the relevant measurement
periods will continue in the future. The volatility of the notional portfolio on any day may change quickly and unexpectedly. Accordingly,
the actual realized annualized volatility of the Index on a daily basis may be greater than or less than the volatility threshold used
to select to the relevant selected portfolio(s), which may adversely affect the level of the Index and the value of the CDs.
In addition, due to the weight constraints
applied in constructing the Index, the aggregate assigned weights of the Equity Constituents will not be less than 10%, even if Equity
Constituents are performing poorly. In general, the Equity Constituents will tend to receive their minimum weight of 10% during periods
when equities are experiencing poor performance or high volatility. In addition, during periods when equities are experiencing high volatility,
the initial volatility threshold, and the actual realized volatility, may be significantly higher than 4%, even if other assets are not
experiencing high volatility.
| ● | A SIGNIFICANT PORTION OF THE INDEX’S EXPOSURE MAY BE ALLOCATED TO THE BOND CONSTITUENTS — |
Under normal market conditions, the Equity
Constituents and the Commodity Constituents have tended to exhibit realized volatilities that are higher than the realized volatilities
of the Bond Constituents in general over time. As a result, the Index will generally need to reduce its exposure to the Equity Constituents
and the Commodity Constituents in order to satisfy the volatility threshold. Therefore, the Index may have significant exposure for an
extended period of time to the Bond Constituents, and that exposure may be greater, perhaps significantly greater, than its exposure to
the Equity Constituents and the Commodity Constituents. However, the returns of the Bond Constituents may be significantly lower than
the returns of the Equity Constituents and the Commodity Constituents, and possibly even negative while the returns of the Equity Constituents
and the Commodity Constituents are positive, which will adversely affect the level of the Index and any payment on, and the value of,
the CDs.
| ● | THE INDEX IS SUBJECT TO CONCENTRATION RISK IN ITS ALLOCATION AMONG THE CONSTITUENTS — |
The strategy employed by the Index involves
an asset allocation that imposes certain weight caps and floors that may result in the Index being allocated to as few as three Constituents,
with up to 40% of the Index being allocated to a single Equity Constituent
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and/or any single Bond Constituent. Under
these circumstances, the Index may face more risks than if it were diversified broadly over numerous asset classes and geographical regions.
Accordingly, the Index may be more adversely affected by negative economic, political or regulatory occurrences affecting its Constituents
and the relevant asset classes than a more broadly diversified allocation among its Constituents. Additionally, the Index allocation will
sometimes result in exposure to only Equity Constituents and Bond Constituents, without any exposure to the Commodity Constituents.
| ● | CHANGES IN THE VALUES OF THE CONSTITUENTS MAY OFFSET EACH OTHER — |
Because the CDs are linked to the Index, which
is linked to the performance of the Constituents, which collectively represent a broad range of asset classes
(equities, fixed income and commodities) and developed markets (the United States, Germany and Japan), price movements between
the Constituents representing different asset classes or developed markets may not correlate with each other. At a time when the value
of a Constituent representing a particular asset class or developed market increases, the value of other Constituents representing a different
asset class or developed market may not increase as much or may decline. Therefore, in calculating the level of the Index, increases in
the values of some of the Constituents may be moderated, or more than offset, by lesser increases or declines in the values of other Constituents.
In addition, high correlation during periods of negative returns among Constituents could have a material adverse effect on the performance
of the Index.
| ● | THE INDEX IS AN “EXCESS RETURN” INDEX AND NOT A “TOTAL RETURN” INDEX BECAUSE THE CONSTITUENTS DO NOT REFLECT
INTEREST THAT COULD BE EARNED ON FUNDS NOTIONALLY COMMITTED TO THE TRADING OF FUTURES CONTRACTS — |
Each of the Constituents is an excess return
index and not a total return index. The Index, by providing exposure to the Constituents, is also an excess return index and not a total
return index. The return from investing in futures contracts derives from three sources: (a) changes in the price of the relevant futures
contracts (which is known as the “price return”); (b) any profit or loss realized when rolling the relevant futures contracts
(which is known as the “roll return”); and (c) any interest earned on the cash deposited as collateral for the purchase of
the relevant futures contracts (which is known as the “collateral return”).
Some indices, including the Constituents (and
indirectly, the Index), that track futures contracts are excess return indices that measure the returns accrued from investing in uncollateralized
futures contracts (i.e., the sum of the price return and the roll return associated with an investment in futures contracts). By
contrast, a total return index, in addition to reflecting those returns, also reflects interest that could be earned on funds committed
to the trading of the underlying futures contracts (i.e., the collateral return associated with an investment in futures contracts).
Investing in the CDs will not generate the same return as would be generated from investing directly in the relevant futures contracts
or in a total return index related to those futures contracts.
| · | HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND ARE SUBJECT
TO INHERENT LIMITATIONS — |
The hypothetical back-tested performance of
the Index set forth under “Hypothetical Back-Tested Data and Historical Information” in this disclosure supplement is purely
theoretical and does not represent the actual historical performance of the Index and has not been verified by an independent third party.
Hypothetical back-tested performance measures have inherent limitations. Alternative modeling techniques might produce significantly different
results and may prove to be more appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative
of future results. This type of information has inherent limitations and you should carefully consider these limitations before placing
reliance on such information. Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested
model that has been designed with the benefit of hindsight.
| · | THE INVESTMENT STRATEGY USED TO CONSTRUCT THE INDEX INVOLVES REGULAR REBALANCING AND WEIGHTING CONSTRAINTS
THAT ARE APPLIED TO THE CONSTITUENTS — |
The Constituents are subject to regular rebalancing
and weighting constraints applied individually and by asset type. By contrast, a notional portfolio that does not rebalance monthly and
is not subject to any weighting constraints could see greater compounded gains over time through exposure to a consistently and rapidly
appreciating portfolio consisting of the Constituents. Therefore, your return on the CDs may be less than the return you could realize
on an alternative investment in the Constituents that is not subject to regular rebalancing or weighting constraints. No assurance can
be given that the investment strategy used to construct the Index will outperform any alternative investment in the Constituents.
| ● | A CONSTITUENT MAY BE REPLACED BY A SUBSTITUTE INDEX UPON THE OCCURRENCE OF CERTAIN EXTRAORDINARY EVENTS — |
Following the occurrence of certain extraordinary
events with respect to a Constituent, the affected Constituent may be replaced by a substitute index or the Index Calculation Agent may
cease calculation and publication of the Index on a date determined by the Index Calculation Agent. These extraordinary events generally
include events that could materially interfere with the ability of
DS-10 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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market participants to transact in, or events
that could materially change the underlying economic exposure of, positions with respect to the Index, any Constituent or any reference
index, where that material interference or change is not acceptable to the Index Calculation Agent. If the Index Calculation Agent determines
in its discretion that no suitable substitute is available for an affected Constituent, then the Index Calculation Agent will determine
its good faith estimate of the closing level of that Constituent and remove it from the Index. In any such case, the Index Calculation
Agent will, in good faith, make related adjustments to the Rules that it determines to be appropriate. See “The J.P. Morgan Multi-Asset
Index — Succession and Extraordinary Events” in the accompanying underlying supplement for a summary of events that could
trigger an extraordinary event.
You should realize that the changing of a
Constituent may affect the performance of the Index, and therefore, the return on the CDs, as the replacement Constituent may perform
significantly better or worse than the original Constituent. Moreover, the policies of the sponsor of the substitute index concerning
the methodology and calculation of the substitute index, including decisions regarding additions, deletions or substitutions of the assets
underlying the substitute index, could affect the level of the substitute index and therefore the value of the CDs. The amount payable
on the CDs and their market value could also be affected if the sponsor of a substitute index or the sponsor of the reference index discontinues
or suspends calculation or dissemination of the index, in which case it may become difficult to determine the market value of the CDs.
The sponsor of the substitute index will have no obligation to consider your interests in calculating or revising such substitute index.
| · | THE CONSTITUENTS ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FUTURES CONTRACTS — |
The Constituents each track the returns of
futures contracts. The price of a futures contract depends not only on the price of the underlying asset referenced by the futures contract,
but also on a range of other factors, including but not limited to changing supply and demand relationships, interest rates, governmental
and regulatory policies and the policies of the exchanges on which the futures contracts trade. In addition, the futures markets are subject
to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation
of speculators and government regulation and intervention. These factors and others can cause the prices of futures contracts to be volatile
and could adversely affect the level of the Index and any payments on, and the value of, your CDs.
| · | SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE VALUE OF YOUR
CDs — |
Futures markets are subject to temporary distortions
or other disruptions due to various factors, including lack of liquidity, the participation of speculators, and government regulation
and intervention. In addition, futures exchanges generally have regulations that limit the amount of futures contract price fluctuations
that may occur in a single day. These limits are generally referred to as “daily price fluctuation limits” and the maximum
or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit
price has been reached in a particular contract, no trades may be made at a price beyond the limit, or trading may be limited for a set
period of time. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at
potentially disadvantageous times or prices. These circumstances could delay the calculation of the levels of the Constituents and the
level of the Index and could affect the levels of the Constituents and adversely affect the level of the Index and any payments on, and
the value of, your CDs.
| · | AN INCREASE IN THE MARGIN REQUIREMENTS FOR FUTURES CONTRACTS INCLUDED IN THE CONSTITUENTS MAY ADVERSELY
AFFECT THE LEVEL OF THAT CONSTITUENT — |
Futures exchanges require market participants
to post collateral in order to open and keep open positions in futures contracts. If an exchange increases the amount of collateral required
to be posted to hold positions in futures contracts underlying the Constituents, market participants who are unwilling or unable to post
additional collateral may liquidate their positions, which may cause the price of the relevant futures contracts to decline significantly.
As a result, the level of the Index and any payments on, and the value of, the CDs may be adversely affected.
| · | THE CONSTITUENTS MAY IN THE FUTURE INCLUDE CONTRACTS THAT ARE NOT TRADED ON REGULATED FUTURES EXCHANGES
— |
The Constituents are currently based solely
on futures contracts traded on regulated futures exchanges (referred to in the United States as “designated contract markets”).
If these exchange-traded futures contracts cease to exist, or if the calculation agent for the Constituents substitutes a futures contract
in certain circumstances, the Index may in the future include futures contracts or over-the-counter contracts traded on trading facilities
that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. As a result, trading in such contracts,
and the manner in which prices and volumes are reported by the relevant trading facilities, may not be subject to the provisions of, and
the protections afforded by, the U.S. Commodity Exchange Act, or other applicable statutes and related regulations that govern trading
on regulated U.S. futures exchanges or similar statutes and regulations that govern trading on regulated non-U.S. futures exchanges. In
addition, many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a
result, the trading of contracts on such facilities, and the inclusion of such contracts in the Index, through its exposure to the Constituents,
may be subject to certain risks not
DS-11 | Structured Investments Certificates of Deposit Linked to the J.P. Morgan Multi-Asset Index | ![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_001.jpg) |
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presented by futures contracts traded on regulated
futures exchanges, including risks related to the liquidity and price histories of the relevant contracts.
| ● | CHANGES IN FUTURE PRICES OF THE FUTURES CONTRACTS INCLUDED IN THE CONSTITUENTS RELATIVE TO THEIR CURRENT PRICES COULD LEAD TO A
DECREASE IN ANY PAYMENT ON THE CDs — |
The Constituents are composed of futures contracts.
As the contracts underlying the Constituents come to expiration, they are replaced by contracts that have a later expiration. For
example, a contract notionally purchased and held in August may specify an October expiration. As time passes, the contract expiring
in October is replaced by a contract for delivery in November. This is accomplished by notionally selling the October contract and
notionally purchasing the November contract. This process is referred to as “rolling.” Excluding other considerations,
if the market for the underlying futures contracts is in “contango,” where the prices are higher in the distant delivery months
than in the nearer delivery months, the notional purchase of the November contract would take place at a price that is higher than the
price of the October contract, thereby creating a negative “roll yield.” In addition, excluding other considerations,
if the market for the underlying futures contracts is in “backwardation,” where the prices are lower in the distant delivery
months than in the nearer delivery months, the notional purchase of the November contract would take place at a price that is lower than
the price of the October contract, thereby creating a positive “roll yield.”
When the Index provides long exposure to a
Constituent, the presence of contango in the relevant markets could adversely affect the values of that Constituent and the Index and,
accordingly, any payment on the CDs. In addition, when the Index provides short exposure to a Constituent, the presence of backwardation
in the relevant markets could positively affect the value of that Constituent and therefore adversely affect the value of the Index and,
accordingly, any payment on the CDs.
| ● | THE INDEX SHOULD NOT BE COMPARED TO ANY OTHER INDEX OR STRATEGY SPONSORED BY ANY OF OUR AFFILIATES — |
The Index follows a notional rules-based proprietary
strategy that may have objectives, features and/or constituents that are similar to those of another index or strategy sponsored by any
of our affiliates (each, a “J.P. Morgan Index”). No assurance can be given that these similarities will form a basis for comparison
between the Index and any other J.P. Morgan Index, and no assurance can be given that the Index would be more successful than or outperform
any other J.P. Morgan Index. The Index operates independently and does not necessarily revise, enhance, modify or seek to outperform any
other J.P. Morgan Index.
| o | THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED IN RESPECT
OF THE CONSTITUENTS. |
| o | 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. |
| o | THE INDEX, WHICH WAS ESTABLISHED ON NOVEMBER 18, 2022, AND THE CONSTITUENTS, WHICH WERE ESTABLISHED ON
DECEMBER 22, 2020, NOVEMBER 29, 2021 OR OCTOBER 24, 2022, HAVE LIMITED OPERATING HISTORIES AND MAY PERFORM IN UNANTICIPATED WAYS. |
| o | THE CDs ARE SUBJECT TO CURRENCY EXCHANGE RISK BECAUSE THE VALUES OF THE CONSTITUENTS DENOMINATED IN CURRENCIES
OTHER THAN THE U.S. DOLLAR ARE CONVERTED INTO U.S. DOLLARS FOR PURPOSES OF CALCULATING THE LEVEL OF THE INDEX. |
| o | THE CDs ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH NON-U.S. SECURITIES MARKETS AND SMALL-CAPITALIZATION
STOCKS. |
| o | THE CDs ARE SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FIXED-INCOME SECURITIES, INCLUDING INTEREST
RATE-RELATED RISKS AND CREDIT RISK. |
| o | THE COMMODITY FUTURES CONTRACTS UNDERLYING THE COMMODITY CONSTITUENTS ARE SUBJECT TO UNCERTAIN LEGAL
AND REGULATORY REGIMES. |
| o | INVESTMENTS RELATED TO THE VALUES OF THE COMMODITIES TEND TO BE MORE VOLATILE THAN TRADITIONAL CD INVESTMENTS. |
| o | HIGHER FUTURE PRICES OF THE COMMODITY FUTURES CONTRACTS CONSTITUTING THE COMMODITY CONSTITUENTS RELATIVE
TO THEIR CURRENT PRICES MAY DECREASE THE AMOUNT PAYABLE AT MATURITY. |
| o | THE MARKET PRICE OF CRUDE OIL AND GOLD WILL AFFECT THE VALUE OF THE CDs. |
Please refer to the “Risk Factors” section
of the accompanying underlying supplement for more details regarding the above-listed and other risks.
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Hypothetical
Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested
performance of the Index based on the hypothetical back-tested weekly closing levels of the Index from January 4, 2019 through November
11, 2022, and the historical performance of the Index based on the weekly historical closing levels of the Index from November 18, 2022
through June 28, 2024. The Index was established on November 18, 2022, as represented by the red vertical line in the following graph.
All data to the left of that vertical line reflect hypothetical back-tested performance of the Index. All data to the right of that vertical
line reflect actual historical performance of the Index. The closing level of the Index on June 28, 2024 was 293.71. We obtained the closing
levels above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The data for the hypothetical back-tested performance
of the Index set forth in the following graph are purely theoretical and do not represent the actual historical performance of the Index.
See “Selected Risk Considerations — Risks Relating to the Index — Hypothetical Back-Tested Data Relating to the Index
Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations” above.
The hypothetical back-tested and historical closing levels
of the Index should not be taken as an indication of future performance, and no assurance can be given as to the closing level of the
Index on the Observation Date. There can be no assurance that the performance of the Index will result in a payment at maturity in excess
of your principal amount.
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024058416/image_003.jpg)
The hypothetical
back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third party. These hypothetical
back-tested closing levels are determined by means of a retroactive application of a back-tested model designed with the benefit of hindsight.
Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No representation is made that an investment
in the CDs will or is likely to achieve returns similar to those shown. Alternative modeling techniques or assumptions would produce different
hypothetical back-tested closing levels of the Index that might prove to be more appropriate and that might differ significantly from
the hypothetical back-tested closing levels of the Index set forth above.
Treatment
as Contingent Payment Debt Instruments
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences,” and in particular the subsection thereof entitled “— CDs with a Term of More
than One Year,” in the accompanying disclosure statement. Unlike a traditional certificate of deposit that provides for periodic
payments of interest at a single fixed rate, with respect to which a cash-method investor generally recognizes income only upon receipt
of stated interest, the CDs will be treated for U.S. federal income tax purposes as “contingent payment debt instruments.”
As discussed in that subsection, you generally will be required to accrue original issue discount ("OID") on your CDs in each
taxable year at the “comparable yield,” as determined by us, although we will not make any payment with respect to the CDs
until maturity. Upon sale or exchange (including at maturity), you will recognize taxable income or loss equal to the difference between
the amount received from the sale or exchange and your adjusted basis in the CD, which generally will equal the cost thereof, increased
by the amount of OID you have accrued in respect of the CD. You generally must treat any income as interest income and any loss as ordinary
loss to the extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital losses is subject to
limitations. The discussions herein and in the accompanying disclosure statement do not address the consequences to taxpayers subject
to special tax accounting rules under Section 451(b) of the Code. Purchasers who are not initial purchasers of CDs at their issue price
should consult their tax advisers with respect to the tax consequences of an investment in CDs, including the treatment of the difference,
if any, between the basis in their CDs and the CDs’ adjusted issue price.
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Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based
indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2027 that do not have a delta of one with respect to underlying securities that
could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations
made by us, our special tax counsel is of the opinion that Section 871(m) should not apply to the CDs with regard to Non-U.S. Holders.
Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security.
You should consult your tax adviser regarding the potential application of Section 871(m) to the CDs.
Withholding under legislation commonly referred to as
“FATCA” may apply to the payment on your CD at maturity, as well as to the gross proceeds of a sale or other disposition of
a CD prior to maturity, although under regulations proposed in 2018 (the preamble to which specifies that taxpayers are permitted to rely
on them pending finalization), no withholding will apply to payments of gross proceeds (other than any amount treated as interest). You
should consult your tax adviser regarding the potential application of FATCA to the CDs.
Comparable
Yield and Projected Payment Schedule
We have determined
that the “comparable yield” is an annual rate of 5.00%, compounded semiannually. Based upon our determination of the comparable
yield, the “projected payment schedule” per $1,000 CD consists of a single payment at maturity, equal to $1,103.66. Assuming
a semiannual accrual period, the following table states the amount of OID that will accrue with respect to the CDs during each calendar
period, based upon our determination of the comparable yield and the projected payment schedule.
Calendar Period |
Accrued OID During
Calendar Period (Per
$1,000 CD) |
Total Accrued OID from Original
Issue Date (Per $1,000 CD) as of
End of Calendar Period |
July
3, 2024 through December 31, 2024 |
$24.58 |
$24.58 |
January
1, 2025 through December 31, 2025 |
$51.86 |
$76.44 |
January
1, 2026 through July 2, 2026 |
$27.22 |
$103.66 |
The comparable
yield and projected payment schedule are determined solely to calculate the amount on which you will be taxed with respect to the CDs
in each year and are neither a prediction nor a guarantee of what the actual yield will be. The amount you actually receive at maturity
or earlier sale or exchange of your CDs will affect your income for that year, as described above under “Treatment as Contingent
Payment Debt Instruments.”
JPMS’s
Estimated Value of the CDs
JPMS’s estimated value of the CDs set forth on
the cover of this disclosure supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
component with the same maturity as the CDs, valued using an internal funding rate, and (2) the derivative or derivatives underlying the
economic terms of the CDs. JPMS’s estimated value does not represent a minimum price at which JPMS would be willing to buy your
CDs in any secondary market (if any exists) at any time. The internal funding rate used in the determination of JPMS’s estimated
value may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by us or our affiliates.
Any difference may be based on, among other things, our view of the funding value of the CDs as well as the issuance, operational and
ongoing liability management costs of the CDs. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the CDs. Our use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the CDs and any secondary market prices
of the CDs. For additional information, see “Selected Risk Considerations — Risks Relating to the CDs Generally — JPMS’s
Estimated Value Is Derived by Reference to an Internal Funding Rate.”
The value of the derivative or derivatives underlying
the economic terms of the CDs is derived from JPMS’s internal pricing models. These models are dependent on inputs such as the traded
market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which can include
volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments. Accordingly,
JPMS’s estimated value of the CDs is determined when the terms of the CDs are set based on market conditions and other relevant
factors and assumptions existing at that time.
JPMS’s estimated value of the CDs does not represent
future values of the CDs and may differ from others’ estimates. Different pricing models and assumptions could provide valuations
for the CDs that are greater than or less than JPMS’s estimated value. In addition,
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market conditions and other relevant factors in the future
may change, and any assumptions may prove to be incorrect. On future dates, the value of the CDs could change significantly based on,
among other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may
impact the price, if any, at which JPMS would be willing to buy CDs from you in secondary market transactions.
JPMS’s estimated value of the CDs is lower than
the original issue price of the CDs because costs associated with selling, structuring and hedging the CDs are included in the original
issue price of the CDs. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, the projected
profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the CDs and the estimated
cost of hedging our obligations under the CDs. Because hedging our obligations entails risk and may be influenced by market forces beyond
our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits,
if any, realized in hedging our obligations under the CDs may be allowed to other affiliated or unaffiliated dealers, and we or one or
more of our affiliates will retain any remaining hedging profits, if any. See “Selected Risk Considerations — Risks Relating
to the CDs Generally — JPMS’s Estimated Value of the CDs Is Lower Than the Original Issue Price (Price to Public) of the CDs”
in this disclosure supplement.
Secondary
Market Prices of the CDs
For information about factors that will impact any secondary
market prices of the CDs, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the CDs
— Secondary market prices of the CDs will be impacted by many economic and market factors” in the accompanying disclosure
statement. In addition, we generally expect that some of the costs included in the original issue price of the CDs will be partially paid
back to you in connection with any repurchases of your CDs by JPMS in an amount that will decline to zero over an initial predetermined
period. These costs can include selling commissions, projected hedging profits, if any, and, in some circumstances, estimated hedging
costs and our internal secondary market funding rates for structured issuances. This initial predetermined time period is intended to
be the shorter of six months and one-half of the stated term of the CDs. The length of any such initial period reflects the structure
of the CDs, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the
CDs and when these costs are incurred, as determined by JPMS. See “Selected Risk Considerations — Risks Relating to the CDs
Generally — The Value of the CDs as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher
Than JPMS’s Then-Current Estimated Value of the CDs for a Limited Time Period.”
Supplemental
Use of Proceeds
The CDs are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the CDs. See “Hypothetical Payout Profile” and “How
the CDs Work” in this disclosure supplement for an illustration of the risk-return profile of the CDs and “The J.P. Morgan
Multi-Asset Index” in this disclosure supplement for a description of the market exposure provided by the CDs.
The original issue price of the CDs is equal to JPMS’s
estimated value of the CDs plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the projected
profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the CDs, plus the
estimated cost of hedging our obligations under the CDs.
We intend to use the net proceeds from the sale of the
CDs for general corporate purposes and, in part, by us or by one or more of our affiliates in connection with hedging our obligations
under the CDs.
Supplemental
Donation Information
JPMorgan Chase & Co., our parent company, and/or
its affiliates (“J.P. Morgan”) have previously agreed to make unconditional and irrevocable donations of $300,000, in the
aggregate, to UPchieve to support the provision of free, online tutoring and college counseling to low-income high school students in
the United States. See Annex A in this disclosure supplement for more information about UPchieve. There is no assurance that UPchieve’s
stated mission or educational goals will be achieved or that J.P. Morgan’s donations will have a positive impact on upward mobility
of low-income high school students supported by UPchieve. These donations and the amounts of these donations are not contingent on the
sale of the CDs and will not impact the final terms of the CDs. To date, J.P. Morgan has donated $200,000 to UPchieve towards fulfilling
its previous agreements.
We or our
affiliates expect to realize profits for assuming risks inherent in hedging our obligations under the CDs. Some of these projected
profits, if any, may be used to offset a portion of the donations.
The issuance
of the CDs and the related use of proceeds described above are not intended to comply with the Social Bond Principles,
June 2021 (with June 2022 Appendix 1) (the “Principles”). The Principles are voluntary process guidelines published
by the International Capital Markets Association for the issuance of social bonds developed by a committee of issuers, investors and other
market participants. We cannot assure you that the donations to UPchieve meets your expectations concerning social investing, expectations
for sustainable finance products or any criteria or guidelines with which you are required to comply.
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Additional
Terms Specific to the CDs
You should read this disclosure supplement together with
the accompanying disclosure statement and the accompanying underlying supplement. This disclosure supplement, together with the documents
listed below, contains the terms of the CDs and supersedes all other prior or contemporaneous oral statements as well as any other written
materials, including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures,
fact sheets, brochures or other educational materials of ours and, to the extent of any inconsistency, any certificate of deposit disclosure
statement produced and furnished by any unaffiliated dealer. You should carefully consider, among other things, the matters set forth
in “Risk Factors” in the accompanying disclosure statement and “Risk Factors” in the accompanying underlying supplement,
as the CDs involve risks not associated with conventional certificates of deposit. We urge you to consult your investment, legal, tax,
accounting and other advisers before you invest in the CDs.
You may access these documents on our website:
| ● | Disclosure statement dated July 7, 2023:
http://www.jpmorgan.com/content/dam/jpm/structured-products-documents/2023/omnibus-cd-disclosure-statement-070723.pdf |
| ● | Underlying supplement no. CD-41-II dated August 25, 2023:
http://www.jpmorgan.com/content/dam/jpm/structured-products-documents/2023/jpm-multi-asset-index-underlying-supplement-08252023.pdf |
You may access information related to the audited Consolidated
Financial Statements of JPMorgan Chase Bank, N.A. as at December 31, 2023 and 2022 and for each of the three years in the period ended
December 31, 2023 at the following URL:
| · | http://jpmorganchaseco.gcs-web.com/static-files/423ded7f-aff2-403b-8f00-34860d63c2d1 |
As used in this disclosure supplement, “we,”
“us,” “our” and “JPMorgan Chase Bank” refer to JPMorgan Chase Bank, National Association.
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Annex
A
UPchieve
J.P. Morgan has previously agreed to make unconditional
and irrevocable donations of $300,000, in the aggregate, to UPchieve to support the provision of free, online tutoring and college counseling
to low-income high school students in the United States. There is no assurance that UPchieve’s stated mission or educational goals
will be achieved or that J.P. Morgan’s donations will have a positive impact on upward mobility of low-income high school students
supported by UPchieve. These donations and the amounts of these donations are not contingent on the sale of the CDs and will not impact
the final terms of the CDs. To date, J.P. Morgan has donated $200,000 to UPchieve towards fulfilling its previous agreements.
We have derived certain information about UPchieve
set forth below including, without limitation, the students supported by UPchieve, the services offered by UPchieve and UPchieve’s
mission from publicly available information, without independent verification.
UPchieve’s Mission
UPchieve states that it recognizes that a student’s
family income is still the #1 predictor of their academic success. UPchieve states that its mission is to democratize access to academic
support so that all students have an equal opportunity to finish high school, attend college and achieve upward mobility. UPchieve states
that it seeks to provide free, online tutoring and college counseling to low-income high school students in the United States.
UPchieve has described the assistance that it has provided
to students in the diagram below:
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UPchieve’s Educational Goals
Examples of UPchieve’s
educational goals that J.P. Morgan’s fixed donation is intended to support is described below:
Deepen impact |
Increase the number of tutoring sessions per student.
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Expand subject offerings |
Add new subjects such as World History and expand college counseling.
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Reach more students |
Strive to reach 50,000 students by the end of 2024.
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There is no assurance that UPchieve’s stated
mission or educational goals will be achieved or that J.P. Morgan’s donations will have a positive impact on upward mobility of
low-income high school students supported by UPchieve.
J.P. Morgan’s donations are not
intended to comply with the Social Bond Principles, June 2021 (with June 2022 Appendix 1). These donations are not a Commercial Co-Venture
with UPchieve.
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Exhibit 107.1
The pricing supplement to which this Exhibit is
attached is a final prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $1,194,000.
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