Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
25 July 2024 - 12:36AM
Edgar (US Regulatory)
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JPMorgan Chase Financial Company LLC
Fully and Unconditionally
Guaranteed by JPMorgan Chase & Co.
Market Linked Securities |
Filed Pursuant to Rule 433
Registration
Statement Nos. 333-270004 and
333-270004-01 |
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 |
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Market Linked Securities — Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to a Basket due
February 5, 2030
Fact Sheet dated July 24, 2024 to Preliminary Pricing
Supplement dated July 24, 2024 |
Summary of Terms
| Issuer: |
JPMorgan Chase Financial Company LLC |
| Guarantor: |
JPMorgan Chase & C0. |
| Basket
/ Basket Components: |
An unequally weighted basket composed of the following basket components, with the weighting percentages noted parenthetically: the EURO STOXX 50® Index (Bloomberg ticker: SX5E)(30%), the TOPIX® Index (Bloomberg ticker: TPX) (20%), the FTSE 100 Index (Bloomberg ticker: UKX)(15%) and the S&P/ASX 200 Index (Bloomberg ticker: AS51)(15%) (each referred to as an “Index,” and collectively as the “Indices”) and the iShares® MSCI Emerging Markets ETF (Bloomberg ticker: EEM) (20%) (the “Fund”) (each of the Indices and the Fund referred to as a “basket component” and collectively as the “basket components”) |
| Pricing
Date1: |
July 31, 2024 |
| Issue
Date1: |
August 5, 2024 |
| Calculation
Day1, 2: |
January 31, 2030 |
| Stated
Maturity Date1, 2: |
February 5, 2030 |
| Principal
Amount: |
$1,000 per security (100% of par) |
| Maturity
Payment Amount: |
· if
the ending level is greater than the starting level:
$1,000 + ($1,000 × basket return × upside participation rate);
· if
the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: $1,000; or
· if
the ending level is less than the threshold level:
$1,000 + ($1,000 × basket return)
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| Starting
Level: |
100.00 |
| Ending
Level: |
The weighted returns of the basket components, equal to the product of (i) 100 and (ii) an amount equal to 1 plus the sum of (A) 30% of the basket component return of the EURO STOXX 50® Index; (B) 20% of the basket component return of the TOPIX® Index; (C) 15% of the basket component return of the FTSE 100 Index; (D) 15% of the basket component return of the S&P/ASX 200 Index; and (E) 20% of the basket component return of the Fund |
| Threshold
Level: |
70.00, which is equal to 70% of the starting level |
| Upside
Participation Rate: |
184% |
| Basket
Return: |
(ending level – starting level) / starting level |
| Basket
Component Return: |
(final basket component value – initial basket component value) / initial basket component value |
| Initial
Basket Component Value |
For each basket component, its closing value on the pricing date |
| Final
Basket Component Value |
For each basket component, its closing value on the calculation day |
| Calculation
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
| Denominations: |
$1,000 and any integral multiple of $1,000 |
| CUSIP: |
48135PQT1 |
Summary of Terms, Cont.
| Fees
and Commissions: |
Up to 3.87% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 3.00% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.12%. In addition, with respect of certain securities sold in this offering, JPMS may pay a fee of up to 0.25% to selected dealers in consideration for marketing and other services in connection with the distribution of the securities to other dealers. |
| Tax
Considerations: |
See the preliminary pricing supplement. |
|
1 Subject to change
2 Subject to postponement |
Hypothetical Payout Profile*
*Assumes a maximum return equal to the lowest maximum return
If the ending level is less than the threshold level, you will have full downside
exposure to the decrease in the level of that Basket from the starting level and will lose more than 30%, and possibly all, of the principal
amount of your securities at maturity.
The securities are unsecured and unsubordinated obligations of JPMorgan Chase Financial
Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase &
Co. Any payment on the securities is subject to the credit risk of JPMorgan Financial, as issuer of the securities, and the credit
risk of JPMorgan Chase & Co., as guarantor of the securities.
If the securities priced on the date of the accompanying preliminary pricing supplement,
the estimated value of the securities would be approximately $938.30 per security. The estimated value of the securities, when the terms
of the securities are set, will be provided in the pricing supplement and will not be less than $910.00 per security. See “The Estimated
Value of the Securities” in the preliminary pricing supplement for additional information.
Preliminary Pricing Supplement: http://www.sec.gov/Archives/edgar/data/1665650/
000121390024063787/ea177834_424b2.htm
The securities have complex features and investing in the securities involves
risks not associated with an investment in conventional debt securities. See “Risk Factors” in the accompanying prospectus
supplement and the accompanying product supplement, Annex A to the accompanying prospectus addendum and “Selected Risk Considerations”
in the accompanying preliminary pricing supplement.
The securities are
not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations
of, or guaranteed by, a bank.
THIS FACT
SHEET DOES NOT PROVIDE ALL OF THE INFORMATION THAT AN INVESTOR SHOULD CONSIDER PRIOR TO MAKING AN INVESTMENT DECISION. This
fact sheet should be read in conjunction with the accompanying preliminary pricing supplement, prospectus, prospectus supplement, prospectus
addendum, product supplement and underlying supplement.
Selected Risk Considerations
The risks set forth below are discussed in detail in the “Selected
Risk Considerations” section in the accompanying preliminary pricing supplement, the “Risk Factors” sections in the
accompanying prospectus supplement and product supplement and Annex A to the accompanying prospectus addendum. Please review the risk
disclosure carefully.
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· If the Ending Level Is Less Than the Threshold Level, You Will Lose More Than 30%, and Possibly All, of the Principal Amount
of Your Securities at Maturity.
·
The Securities Are Subject to the Credit Risks of JPMorgan Financial and JPMorgan Chase & Co.
·
As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and Has Limited Assets.
·
Changes in the Values of the Basket Components May Offset Each Other.
·
Correlation of Performances Among the Basket Components May Reduce the Performance of the Securities.
·
No Interest or Dividend Payments or Voting Rights
·
Lack of Liquidity
·
The Final Terms and Estimated Valuation of the Securities Will Be Provided in the Pricing Supplement.
·
The Tax Consequences of an Investment in the Securities Are Uncertain.
·
Potential Conflicts
·
The Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public) of the Securities.
·
The Estimated Value of the Securities Does Not Represent Future Values of the Securities and May Differ from Others’ Estimates.
·
The Estimated Value of the Securities Is Derived by Reference to an Internal Funding Rate.
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·
The Value of the Securities as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than
the Then-Current Estimated Value of the Securities for a Limited Time Period.
·
Secondary Market Prices of the Securities Will Likely Be Lower Than the Original Issue Price of the Securities.
·
Many Economic and Market Factors Will Impact the Value of the Securities.
·
The Securities Are Subject to Non-U.S. Securities Risk.
·
No Direct Exposure to Fluctuations in Foreign Exchange Rates with Respect to the Indices.
·
There Are Risks Associated with the Fund.
·
The Performance and Market Value of the Fund, Particularly
During Periods of Market Volatility, May Not Correlate with the Performance of the Fund’s Fund Underlying Index As Well As the Net
Asset Value Per Share.
·
Emerging Markets Risk with Respect to the Fund
·
The Notes Are Subject to Currency Exchange Risk With Respect To The Fund
·
Recent Executive Orders May Adversely Affect the Performance of the Fund
·
The Anti-Dilution Protection for the Fund Is Limited and May Be Discretionary.
·
The Maturity Payment Amount Will Depend upon the Performance of the Basket and Therefore
the Securities Are Subject to the Risks Associated with the Basket Components.
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SEC Legend: JPMorgan Chase Financial Company LLC and JPMorgan
Chase & Co. have filed a registration statement (including a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that
JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan
Chase Financial Company LLC and JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR
on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co., any agent or any
dealer participating in this offering will arrange to send you the prospectus and each prospectus supplement as well as any product supplement,
underlying supplement and preliminary pricing supplement if you so request by calling toll-free 1-866-535-9248.
As used in this fact sheet, “we,” “us”
and “our” refer to JPMorgan Financial Company LLC. Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services,
LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells
Fargo & Company.
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