Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The common stock of NVIDIA Corporation,
par value $0.001 per share (Bloomberg ticker: NVDA). We refer
to NVIDIA Corporation as “NVIDIA”.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of the Reference Stock on any Review Date
is greater than or equal to the 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 $12.75 (equivalent to a Contingent Interest Rate of at least
15.30% per annum, payable at a rate of at least 1.275% per
month) (to be provided in the pricing supplement).
If the closing price of one share of the Reference Stock on any
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 15.30% per annum, payable
at a rate of at least 1.275% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: 55.00% of the Initial Value
Pricing Date: On or about May 13, 2024
Original Issue Date (Settlement Date): On or about May 16,
2024
Review Dates*: June 13, 2024, July 15, 2024, August 13, 2024,
September 13, 2024, October 14, 2024, November 13, 2024,
December 13, 2024, January 13, 2025, February 13, 2025,
March 13, 2025, April 14, 2025, May 13, 2025, June 13, 2025,
July 14, 2025, August 13, 2025, September 15, 2025, October
13, 2025, November 13, 2025, December 15, 2025, January 13,
2026, February 13, 2026, March 13, 2026, April 13, 2026, May
13, 2026, June 15, 2026, July 13, 2026, August 13, 2026,
September 14, 2026, October 13, 2026 and November 13, 2026
(final Review Date)
Interest Payment Dates*: June 18, 2024, July 18, 2024, August
16, 2024, September 18, 2024, October 17, 2024, November
18, 2024, December 18, 2024, January 16, 2025, February 19,
2025, March 18, 2025, April 17, 2025, May 16, 2025, June 18,
2025, July 17, 2025, August 18, 2025, September 18, 2025,
October 16, 2025, November 18, 2025, December 18, 2025,
January 16, 2026, February 19, 2026, March 18, 2026, April 16,
2026, May 18, 2026, June 18, 2026, July 16, 2026, August 18,
2026, September 17, 2026, October 16, 2026 and the Maturity
Date
Maturity Date*: November 18, 2026
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second, third, fourth, fifth
and final Review Dates), the first Interest Payment Date
immediately following that 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 a Single Underlying — Notes
Linked to a Single Underlying (Other Than a Commodity Index)” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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Automatic Call:
If the closing price of one share of the Reference Stock on any
Review Date (other than the first, second, third, fourth, fifth and
final Review Dates) is greater than or equal to the Initial Value,
the notes will be automatically called for a cash payment, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment applicable to that Review Date,
payable on the applicable Call Settlement Date. No further
payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than or equal to the 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 automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
45.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Stock Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing price of one share of the Reference
Stock on the Pricing Date
Final Value: The closing price of one share of the Reference
Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one share of the
Reference Stock and is set equal to 1.0 on the Pricing Date. The
Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the Reference
Stock. See “The Underlyings — Reference Stocks —
Anti-Dilution Adjustments” and “The Underlyings — Reference
Stocks — Reorganization Events” in the accompanying product
supplement for further information.
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