Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Nasdaq-100® Technology Sector IndexSM
(Bloomberg ticker: NDXT) and the Russell 2000® Index
(Bloomberg ticker: RTY) (each an “Index” and collectively, the
“Indices”) and the VanEck® Gold Miners ETF (Bloomberg ticker:
GDX) (the “Fund”) (each of the Indices and the Fund, an
“Underlying” and collectively, the “Underlyings”)
Contingent Interest Payments:
If the notes have not been previously redeemed early and the
closing value of each Underlying 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 at least
$7.4167 (equivalent to a Contingent Interest Rate of at least
8.90% per annum, payable at a rate of at least 0.74167% per
month) (to be provided in the pricing supplement).
If the closing value of any Underlying 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: At least 8.90% per annum, payable
at a rate of at least 0.74167% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each
Underlying, 55.00% of its Initial Value
Pricing Date: On or about May 23, 2024
Original Issue Date (Settlement Date): On or about May 29,
2024
Review Dates*: June 24, 2024, July 23, 2024, August 23, 2024,
September 23, 2024, October 23, 2024, November 25, 2024,
December 23, 2024, January 23, 2025, February 24, 2025,
March 24, 2025, April 23, 2025, May 23, 2025, June 23, 2025,
July 23, 2025, August 25, 2025, September 23, 2025, October
23, 2025, November 24, 2025, December 23, 2025, January 23,
2026, February 23, 2026, March 23, 2026 and April 23, 2026
(the “final Review Date”)
Interest Payment Dates*: June 27, 2024, July 26, 2024, August
28, 2024, September 26, 2024, October 28, 2024, November
29, 2024, December 27, 2024, January 28, 2025, February 27,
2025, March 27, 2025, April 28, 2025, May 29, 2025, June 26,
2025, July 28, 2025, August 28, 2025, September 26, 2025,
October 28, 2025, November 28, 2025, December 29, 2025,
January 28, 2026, February 26, 2026, March 26, 2026 and the
Maturity Date
Maturity Date*: April 28, 2026
* 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
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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 Underlying 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 Underlying 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 Underlying Return)
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its 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.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value 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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