Issuer: JPMorgan
Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Indices:
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 $6.9167 (equivalent to a Contingent Interest Rate of 8.30% per annum, payable at a rate of 0.69167% per month).
If the closing
level of either 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: 8.30%
per annum, payable at a rate of 0.69167% per month
Interest
Barrier: With respect to each Index,
70.00% of its Initial Value, which is 1,412.1737 for the Russell 2000® Index
and 3,831.219 for the S&P 500® Index
Trigger Value: With
respect to each Index, 65.00% of its Initial Value, which is 1,311.30415 for the Russell 2000® Index
and 3,557.5605 for the S&P 500® Index
Pricing Date: June
20, 2024
Original Issue Date (Settlement
Date): On or about June 25, 2024
Review Dates*: July
22, 2024, August 20, 2024, September 20, 2024, October 21, 2024, November 20, 2024, December 20, 2024, January 21, 2025, February 20,
2025, March 20, 2025, April 21, 2025, May 20, 2025, June 20, 2025, July 21, 2025, August 20, 2025, September 22, 2025, October 20, 2025,
November 20, 2025, December 22, 2025, January 20, 2026, February 20, 2026, March 20, 2026, April 20, 2026, May 20, 2026, June 22, 2026,
July 20, 2026, August 20, 2026, September 21, 2026, October 20, 2026, November 20, 2026, December 21, 2026, January 20, 2027, February
22, 2027, March 22, 2027, April 20, 2027, May 20, 2027, June 21, 2027, July 20, 2027, August 20, 2027, September 20, 2027, October 20,
2027, November 22, 2027, December 20, 2027, January 20, 2028, February 22, 2028, March 20, 2028, April 20, 2028, May 22, 2028, June 20,
2028, July 20, 2028, August 21, 2028, September 20, 2028, October 20, 2028, November 20, 2028, December 20, 2028, January 22, 2029, February
20, 2029, March 20, 2029, April 20, 2029, May 21, 2029 and June 20, 2029 (the “final Review Date”)
Interest Payment Dates*: July
25, 2024, August 23, 2024, September 25, 2024, October 24, 2024, November 25, 2024, December 26, 2024, January 24, 2025, February 25,
2025, March 25, 2025, April 24, 2025, May 23, 2025, June 25, 2025, July 24, 2025, August 25, 2025, September 25, 2025, October 23, 2025,
November 25, 2025, December 26, 2025, January 23, 2026, February 25, 2026, March 25, 2026, April 23, 2026, May 26, 2026, June 25, 2026,
July 23, 2026, August 25, 2026, September 24, 2026, October 23, 2026, November 25, 2026, December 24, 2026, January 25, 2027, February
25, 2027, March 25, 2027, April 23, 2027, May 25, 2027, June 24, 2027, July 23, 2027, August 25, 2027, September 23, 2027, October 25,
2027, November 26, 2027, December 23, 2027, January 25, 2028, February 25, 2028, March 23, 2028, April 25, 2028, May 25, 2028, June 23,
2028, July 25, 2028, August 24, 2028, September 25, 2028, October 25, 2028, November 24, 2028, December 26, 2028, January 25, 2029, February
23, 2029, March 23, 2029, April 25, 2029, May 24, 2029 and the Maturity Date |
|
Maturity Date*: June
25, 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, 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, if any, applicable to the final
Review Date.
If the notes
have not been redeemed early and the Final Value of either 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 × Lesser Performing Index Return)
If the notes have not been redeemed
early and the Final Value of either 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.
Lesser Performing Index: The
Index with the Lesser Performing Index Return
Lesser Performing Index Return: The
lower 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 2,017.391 for the Russell 2000® Index
and 5,473.17 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 |