Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年7月17日 - 1:05AM
Edgar (US Regulatory)
JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to
Rule 433
Registration Statement Nos. 333-270004 and
333-270004-01
Dated July 16, 2024
3y
MXEF Dual Directional Trigger PLUS
This document provides a summary of the terms of the
Dual Directional Trigger PLUS, which we refer to as the Trigger PLUS. Investors must carefully review the accompanying preliminary pricing
supplement referenced below, product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum and
the “Risk Considerations” on the following page, prior to making an investment decision.
SUMMARY TERMS |
Issuer: |
JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) |
Guarantor: |
JPMorgan Chase & Co. |
Underlying index: |
MSCI Emerging Markets Index (Bloomberg ticker: MXEF Index) |
Payment at maturity: |
If the final index value is greater than the initial index value, for
each $1,000 stated principal amount Trigger PLUS:
$1,000 + leveraged upside payment
Under these circumstances, in no event will the payment at maturity
exceed the maximum upside payment at maturity.
If the final index value is less than or equal to the initial index
value but is greater than or equal to the trigger level, for each $1,000 stated principal amount Trigger PLUS:
$1,000 + ($1,000 × absolute index return)
In this scenario, you will receive a 1% positive return on the Trigger
PLUS for each 1% negative return on the underlying index. In no event will this amount exceed the stated principal amount plus $200.00.
Accordingly, the maximum downside payment at maturity is $1,200.00 per Trigger PLUS.
If the final index value is less than the trigger level, for each $1,000
stated principal amount Trigger PLUS:
$1,000 × index performance factor
This amount will be less than the stated principal amount of $1,000 per
Trigger PLUS and will represent a loss of more than 20%, and possibly all, of your investment. |
Leveraged upside payment: |
$1,000 × leverage factor × index percent change |
Index percent change: |
(final index value – initial index value) / initial index value |
Absolute index return: |
The absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return. |
Initial index value: |
The closing level of the underlying index on the pricing date |
Final index value: |
The closing level of the underlying index on the valuation date |
Trigger level: |
80% of the initial index value |
Leverage factor: |
200% |
Index performance factor: |
final index value / initial index value |
Maximum upside payment at maturity: |
At least $1,355.00 (at least 135.50% of the stated principal amount) per Trigger PLUS |
Stated principal amount: |
$1,000 per Trigger PLUS |
Issue price: |
$1,000 per Trigger PLUS |
Pricing date: |
Expected to be July 31, 2024 |
Original issue date (settlement date): |
3 business days after the pricing date |
Valuation date†: |
July 30, 2027 |
Maturity date†: |
August 4, 2027 |
CUSIP / ISIN: |
48135PLB5 / US48135PLB57 |
Preliminary pricing supplement: |
http://www.sec.gov/Archives/edgar/data/
1665650/000121390024061491/ea177446_424b2.htm |
†Subject to postponement
The estimated value of the Trigger PLUS on the pricing date will be provided
in the pricing supplement and will not be less than $930.00 per $1,000 stated principal amount security. For information about the estimated
value of the Trigger PLUS, which likely will be lower than the price you paid for the Trigger PLUS, please see the hyperlink above.
Any payment on the Trigger PLUS is subject to the credit risk of JPMorgan
Financial as issuer of the Trigger PLUS, and the credit risk of JPMorgan Chase & Co., as guarantor of the Trigger PLUS.
Dual Directional Trigger PLUS Payoff Diagram* |
![](https://www.sec.gov/Archives/edgar/data/19617/000121390024061677/image_001.jpg) |
*The actual maximum upside payment at maturity will be provided in the
pricing supplement and will not be less than $1,355.00 per security.
Change in Underlying Index |
Return on the Trigger PLUS* |
50.00% |
35.50% |
40.00% |
35.50% |
30.00% |
35.50% |
20.00% |
35.50% |
17.75% |
35.50% |
10.00% |
20.00% |
5.00% |
10.00% |
1.00% |
2.00% |
0.00% |
0.00% |
-5.00% |
5.00% |
-10.00% |
10.00% |
-20.00% |
20.00% |
-20.01% |
-20.01% |
-30.00% |
-30.00% |
-40.00% |
-40.00% |
-50.00% |
-50.00% |
-60.00% |
-60.00% |
-80.00% |
-80.00% |
-100.00% |
-100.00% |
*Assumes a maximum payment at maturity of 135.50% of the stated principal amount |
JPMorgan Chase Financial Company LLC
3y
MXEF Dual Directional Trigger PLUS
Underlying Index
For more information about the underlying
index, including historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks identified below are not exhaustive. Please see “Risk
Factors” in the accompanying prospectus supplement, product supplement, underlying supplement and preliminary pricing supplement
and Annex A to the accompanying prospectus addendum for additional information.
Risks Relating to the Trigger
PLUS Generally
| § | The Trigger PLUS do not pay interest or guarantee the return of any principal and your investment in
the Trigger PLUS may result in a loss. |
| § | The appreciation potential of the Trigger PLUS is limited by the maximum upside payment at maturity if
the underlying index has appreciated. |
| § | Your maximum downside gain on the Trigger PLUS is limited by the trigger level. |
| § | The Trigger PLUS are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.,
and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings or credit spreads may adversely
affect the market value of the Trigger PLUS. |
| § | As a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets. |
| § | The benefit provided by the trigger level may terminate on the valuation date. |
| § | Secondary trading may be limited. |
| § | We may accelerate your Trigger PLUS in our sole discretion and the calculation agent may adjust their
final payment in good faith and in a commercially reasonable manner if a change-in-law event occurs. |
| § | The final terms and estimated
valuation of the Trigger PLUS will be provided in the pricing supplement. |
| § | The tax consequences of an investment in the Trigger PLUS are uncertain. |
Risks Relating to Conflicts
of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of
the Trigger PLUS and other affiliates of the issuer may be different from those of investors. |
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of
the Trigger PLUS. |
Risks Relating to the Estimated
Value and Secondary Market Prices of the Trigger PLUS
| § | The estimated value of the Trigger PLUS will be lower than the original issue price (price to public)
of the Trigger PLUS. |
| § | The estimated value of the Trigger PLUS does not represent future values of the Trigger PLUS and may
differ from others’ estimates. |
| § | The estimated value of the Trigger PLUS is derived by reference to an internal funding rate. |
| § | The value of the Trigger PLUS as published by J.P. Morgan Securities LLC (and which may be reflected
on customer account statements) may be higher than the then-current estimated value of the Trigger PLUS for a limited time period. |
| § | Secondary market prices of the Trigger PLUS will likely be lower than the original issue price of the
Trigger PLUS. |
| § | Secondary market prices of the Trigger PLUS will be impacted by many economic and market factors. |
Risks Relating to the Underlying
Index
| § | Investing in the Trigger
PLUS is not equivalent to investing in the underlying index. |
| § | Adjustments to the underlying index could adversely affect the value of the Trigger PLUS. |
| § | The Trigger PLUS are subject to risks associated with securities issued by non-U.S. companies. |
| § | The Trigger PLUS are subject to risks associated with emerging markets. |
| § | The Trigger PLUS are subject to currency exchange risk. |
| § | Recent executive orders may adversely affect the performance of the underlying index. |
| § | Governmental legislative and regulatory actions, including sanctions, could adversely affect your investment
in the Trigger PLUS. |
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under “Additional Information about the Trigger PLUS — Tax considerations” concerning the U.S. federal
income tax consequences of an investment in the Trigger PLUS, and you should consult your tax adviser.
SEC Legend: JPMorgan Chase Financial
Company LLC and JPMorgan Chase & Co. have filed a registration statement (including a prospectus) with the SEC for any
offerings to which these materials relate. Before you invest, you should read the prospectus in that registration statement and the other
documents relating to this offering that JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. has filed with the
SEC for more complete information about JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. and this offering.
You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase Financial
Company LLC and JPMorgan Chase & Co., any agent or any dealer participating in the this offering will arrange to send you
the prospectus and each prospectus supplement as well as any product supplement, underlying supplement and preliminary pricing supplement
if you so request by calling toll-free 1-866-535-9248.
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