Issuer: JPMorgan
Chase Financial Company LLC, an indirect, 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 $7.7083 (equivalent to a Contingent Interest Rate of 9.25% per annum, payable at a rate of 0.77083% per month).
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: 9.25%
per annum, payable at a rate of 0.77083% per month
Interest
Barrier/Trigger Value: With respect
to each Index, 70.00% of its Initial Value, which is 12,523.553 for the NASDAQ-100 Index®,
1,425.0061 for the Russell 2000® Index
and 3,589.453 for the S&P 500® Index
Pricing Date: May
3, 2024
Original Issue Date (Settlement
Date): On or about May 8, 2024
Review Dates*: June
3, 2024, July 3, 2024, August 5, 2024, September 3, 2024, October 3, 2024, November 4, 2024, December 3, 2024, January 3, 2025, February
3, 2025, March 3, 2025, April 3, 2025, May 5, 2025, June 3, 2025, July 3, 2025, August 4, 2025, September 3, 2025, October 3, 2025, November
3, 2025, December 3, 2025, January 5, 2026, February 3, 2026, March 3, 2026, April 6, 2026, May 4, 2026, June 3, 2026, July 6, 2026, August
3, 2026, September 3, 2026, October 5, 2026, November 3, 2026, December 3, 2026, January 4, 2027, February 3, 2027, March 3, 2027, April
5, 2027, May 3, 2027, June 3, 2027, July 6, 2027, August 3, 2027, September 3, 2027, October 4, 2027, November 3, 2027, December 3, 2027,
January 3, 2028, February 3, 2028, March 3, 2028, April 3, 2028, May 3, 2028, June 5, 2028, July 3, 2028, August 3, 2028, September 5,
2028, October 3, 2028, November 3, 2028, December 4, 2028, January 3, 2029, February 5, 2029, March 5, 2029, April 3, 2029 and May 3,
2029 (the “final Review Date”)
Interest Payment Dates*: June
6, 2024, July 9, 2024, August 8, 2024, September 6, 2024, October 8, 2024, November 7, 2024, December 6, 2024, January 8, 2025, February
6, 2025, March 6, 2025, April 8, 2025, May 8, 2025, June 6, 2025, July 9, 2025, August 7, 2025, September 8, 2025, October 8, 2025, November
6, 2025, December 8, 2025, January 8, 2026, February 6, 2026, March 6, 2026, April 9, 2026, May 7, 2026, June 8, 2026, July 9, 2026, August
6, 2026, September 9, 2026, October 8, 2026, November 6, 2026, December 8, 2026, January 7, 2027, February 8, 2027, March 8, 2027, April
8, 2027, May 6, 2027, June 8, 2027, July 9, 2027, August 6, 2027, September 9, 2027, October 7, 2027, November 8, 2027, December 8, 2027,
January 6, 2028, February 8, 2028, March 8, 2028, April 6, 2028, May 8, 2028, June 8, 2028, July 7, 2028, August 8, 2028, September 8,
2028, October 6, 2028, November 8, 2028, December 7, 2028, January 8, 2029, February 8, 2029, March 8, 2029, April 6, 2029 and the Maturity
Date
Maturity Date*: May
8, 2029
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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 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 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 30.00% 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, which was 17,890.79 for the NASDAQ-100 Index®,
2,035.723 for the Russell 2000® Index
and 5,127.79 for the S&P 500® Index
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 |