Issuer: JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Fund: The
VanEck Vectors® Gold Miners ETF (Bloomberg
ticker: GDX)
Contingent Interest Payments:
If the notes have not been
automatically called and the closing price of one share of the Fund 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 $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 price of one share of the Fund
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 7.00% per annum, payable at a rate of at least 0.58333% per month (to be provided in the pricing supplement)
Interest Barrier: 80.00%
of the Initial Value
Trigger Value: 60.00% of the Initial Value
Pricing Date: On
or about July 8, 2021
Original Issue Date (Settlement Date): On
or about July 13, 2021
Review Dates*: August
9, 2021, September 8, 2021, October 8, 2021, November 8, 2021, December 8, 2021, January 10, 2022, February 8, 2022, March 8, 2022, April
8, 2022, May 9, 2022, June 8, 2022, July 8, 2022, August 8, 2022, September 8, 2022, October 10, 2022, November 8, 2022, December 8, 2022,
January 9, 2023, February 8, 2023, March 8, 2023, April 10, 2023, May 8, 2023, June 8, 2023, July 10, 2023, August 8, 2023, September
8, 2023, October 9, 2023, November 8, 2023, December 8, 2023, January 8, 2024, February 8, 2024, March 8, 2024 and April 8, 2024 (final
Review Date)
Interest Payment Dates*: August
12, 2021, September 13, 2021, October 14, 2021, November 12, 2021, December 13, 2021, January 13, 2022, February 11, 2022, March 11, 2022,
April 13, 2022, May 12, 2022, June 13, 2022, July 13, 2022, August 11, 2022, September 13, 2022, October 13, 2022, November 14, 2022,
December 13, 2022, January 12, 2023, February 13, 2023, March 13, 2023, April 13, 2023, May 11, 2023, June 13, 2023, July 13, 2023, August
11, 2023, September 13, 2023, October 12, 2023, November 13, 2023, December 13, 2023, January 11, 2024, February 13, 2024, March 13, 2024
and the Maturity Date
Maturity Date*: April
11, 2024
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 Fund
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, if any, 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 × Fund Return)
If the notes have not been automatically called
and the Final Value is less than the Trigger Value, you will lose more than 40.00% of your principal amount at maturity and could lose
all of your principal amount at maturity.
Fund Return:
(Final
Value – Initial Value)
Initial Value
Initial Value: The
closing price of one share of the Fund on the Pricing Date
Final Value: The
closing price of one share of the Fund on the final Review Date.
Share Adjustment Factor: The
Share Adjustment Factor is referenced in determining the closing price of one share of the Fund and is set equal to 1.0 on the Pricing
Date. The Share Adjustment Factor is subject to adjustment upon the occurrence of certain events affecting the Fund. See “The Underlyings
— Funds — Anti-Dilution Adjustments” in the accompanying product supplement for further information.
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