Issuer: JPMorgan Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The Energy Select Sector SPDR® Fund (Bloomberg ticker: XLE) and the Utilities Select Sector SPDR® Fund (Bloomberg ticker: XLU) (each a “Fund” and collectively, the “Funds”)
Contingent Interest Payments:
If the notes have not been previously redeemed early and the closing price of one share of each Fund 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 $7.4583 (equivalent to a Contingent Interest Rate of at least 8.95% per annum, payable at a rate of at least 0.74583% per month) (to be provided in the pricing supplement).
If the closing price of one share of either Fund on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 8.95% per annum, payable at a rate of at least 0.74583% per month (to be provided in the pricing supplement)
Interest Barrier/Trigger Value: With respect to each Fund, 70.00% of its Initial Value
Pricing Date: On or about May 8, 2024
Original Issue Date (Settlement Date): On or about May 13, 2024
Review Dates*: June 10, 2024, July 8, 2024, August 8, 2024, September 9, 2024, October 8, 2024, November 8, 2024, December 9, 2024, January 8, 2025, February 10, 2025, March 10, 2025, April 8, 2025, May 8, 2025, June 9, 2025, July 8, 2025, August 8, 2025, September 8, 2025, October 8, 2025, November 10, 2025, December 8, 2025, January 8, 2026, February 9, 2026, March 9, 2026, April 8, 2026, May 8, 2026, June 8, 2026, July 8, 2026, August 10, 2026, September 8, 2026, October 8, 2026, November 9, 2026, December 8, 2026, January 8, 2027, February 8, 2027, March 8, 2027, April 8, 2027 and May 10, 2027 (the “final Review Date”)
Interest Payment Dates*: June 13, 2024, July 11, 2024, August 13, 2024, September 12, 2024, October 11, 2024, November 14, 2024, December 12, 2024, January 13, 2025, February 13, 2025, March 13, 2025, April 11, 2025, May 13, 2025, June 12, 2025, July 11, 2025, August 13, 2025, September 11, 2025, October 14, 2025, November 14, 2025, December 11, 2025, January 13, 2026, February 12, 2026, March 12, 2026, April 13, 2026, May 13, 2026, June 11, 2026, July 13, 2026, August 13, 2026, September 11, 2026, October 14, 2026, November 13, 2026, December 11, 2026, January 13, 2027, February 11, 2027, March 11, 2027, April 13, 2027 and the Maturity Date
Maturity Date*: May 13, 2027
* Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponement of a Determination Date — Notes Linked to Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement
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Early Redemption:
We, at our election, may redeem the notes early, in whole but not in part, on any of the Interest Payment Dates (other than the first, second, third, fourth, fifth and final Interest Payment Dates) at a price, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment, if any, applicable to the immediately preceding Review Date. If we intend to redeem your notes early, we will deliver notice to The Depository Trust Company, or DTC, at least three business days before the applicable Interest Payment Date on which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value of each Fund is greater than or equal to its Trigger Value, you will receive a cash payment at maturity, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment applicable to the final Review Date.
If the notes have not been redeemed early and the Final Value of either Fund 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 × Lesser Performing Fund Return)
If the notes have not been redeemed early and the Final Value of either Fund is less than its Trigger Value, you will lose more than 30.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser Performing Fund Return
Lesser Performing Fund Return: The lower of the Fund Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value) Initial Value
Initial Value: With respect to each Fund, the closing price of one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the Share Adjustment Factor is referenced in determining the closing price of one share of that Fund and is set equal to 1.0 on the Pricing Date. The Share Adjustment Factor of each Fund is subject to adjustment upon the occurrence of certain events affecting that Fund. See “The Underlyings — Funds — Anti-Dilution Adjustments” in the accompanying product supplement for further information.
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