Issuer: JPMorgan
Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Indices:
The NASDAQ-100 Index®
(Bloomberg ticker: NDX), the Russell 2000®
Index (Bloomberg ticker: RTY) and the S&P
500® Index (Bloomberg
ticker: SPX) (each an “Index” and collectively, the “Indices”)
Contingent Interest Payments:
If
the notes have not been previously redeemed early and the closing level of each Index 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 $5.8333 (equivalent to a Contingent Interest Rate of at least 7.00% per annum, payable at a rate of at least
0.58333% per month) (to be provided in the pricing supplement).
If the closing
level of any Index 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 7.00% per annum, payable at a rate of at least 0.58333% per month (to be provided in the pricing supplement)
Interest
Barrier: With respect to each Index, 70.00% of its Initial
Value
Trigger Value: With
respect to each Index, 65.00% of its Initial Value
Pricing Date: On
or about July 24, 2024
Original Issue Date (Settlement
Date): On or about July 29, 2024
Review Dates*: 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, May 24, 2027, June 24, 2027, July 26, 2027, August 24, 2027, September 24, 2027, October 25, 2027, November 24, 2027,
December 27, 2027, January 24, 2028, February 24, 2028, March 24, 2028, April 24, 2028, May 24, 2028, June 26, 2028, July 24, 2028, August
24, 2028, September 25, 2028, October 24, 2028, November 24, 2028, December 26, 2028, January 24, 2029, February 26, 2029, March 26, 2029,
April 24, 2029, May 24, 2029, June 25, 2029 and July 24, 2029 (the “final Review Date”)
Interest Payment Dates*: 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, May 27, 2027, June 29, 2027, July 29, 2027, August 27, 2027, September 29, 2027, October 28, 2027, November 30, 2027,
December 30, 2027, January 27, 2028, February 29, 2028, March 29, 2028, April 27, 2028, May 30, 2028, June 29, 2028, July 27, 2028, August
29, 2028, September 28, 2028, October 27, 2028, November 29, 2028, December 29, 2028, January 29, 2029, March 1, 2029, March 29, 2029,
April 27, 2029, May 30, 2029, June 28, 2029 and the |
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Maturity Date
Maturity Date*: July 27, 2029
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 through eleventh 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 Index 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 Index 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 Index Return)
If the notes have not been redeemed
early and the Final Value of any Index 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 Index: The
Index with the Least Performing Index Return
Least Performing Index Return: The
lowest of the Index Returns of the Indices
Index Return:
With
respect to each Index,
(Final
Value – Initial Value)
Initial Value
Initial Value:
With respect to each Index, the closing level of that Index on the
Pricing Date
Final Value: With
respect to each Index, the closing level of that Index on the final Review Date
*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 |