Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
July 01 2024 - 4:17PM
Edgar (US Regulatory)
JPMorgan Chase Financial Company LLC
Free Writing Prospectus Filed Pursuant to
Rule 433
Registration Statement Nos. 333-270004 and
333-270004-01
Dated July 1, 2024
15.5-Month
SX5E PLUS
This document provides a summary of the terms of the PLUS.
Investors must carefully review the accompanying preliminary pricing supplement referenced below, product supplement, underlying supplement,
prospectus supplement, prospectus and prospectus addendum and the “Risk Considerations” on the following page, prior to making
an investment decision.
SUMMARY
TERMS |
Issuer:
|
JPMorgan Chase Financial Company LLC (“JPMorgan
Financial”) |
Guarantor: |
JPMorgan Chase & Co. |
Underlying
index: |
EURO STOXX 50® Index (Bloomberg ticker:
SX5E Index) |
Payment
at maturity: |
If the final index value is greater than the initial index
value, for each $1,000 stated principal amount PLUS,
$1,000 + leveraged upside payment
In no event will the payment at maturity exceed the maximum payment
at maturity.
If the final index value is less than or equal to the initial
index value, for each $1,000 stated principal amount PLUS,
$1,000 × index performance factor
This amount will be less than or equal to the stated principal
amount of $1,000 per PLUS. |
Leveraged
upside payment: |
$1,000 × leverage factor × index percent
increase |
Index
percent increase: |
(final index value – initial index value) /
initial index value |
Initial
index value: |
The closing level of the underlying index on the pricing
date |
Final
index value: |
The closing level of the underlying index on the valuation
date |
Leverage
factor: |
300% |
Index
performance factor: |
final index value / initial index value |
Maximum
payment at maturity: |
At least $1,221.50 (at least 122.15% of the stated
principal amount) per PLUS |
Stated
principal amount: |
$1,000 per PLUS |
Issue
price: |
$1,000 per PLUS |
Pricing
date: |
Expected to be July 17, 2024 |
Original
issue date (settlement date): |
3 business days after the pricing date |
Valuation
date†: |
October 31, 2025 |
Maturity
date†: |
November 5, 2025 |
CUSIP
/ ISIN: |
48135N6D3 / US48135N6D35 |
Preliminary
pricing supplement: |
http://www.sec.gov/Archives/edgar/data
/1665650/000121390024057412/ea176661_424b2.htm |
†Subject to postponement
The estimated value of the PLUS on the pricing date will be provided
in the pricing supplement and will not be less than $950.00 per $1,000 stated principal amount PLUS. For information about the estimated
value of the PLUS, which likely will be lower than the price you paid for the PLUS, please see the hyperlink above.
Any payment on the PLUS is subject to the credit risk of JPMorgan
Financial as issuer of the PLUS, and the credit risk of JPMorgan Chase & Co., as guarantor of the PLUS.
PLUS
Payoff Diagram* |
|
*The actual maximum payment at maturity will be provided in
the pricing supplement and will not be less than $1,221.50 per PLUS.
Change
in Underlying Index |
Return
on the PLUS* |
50.00000% |
22.15% |
40.00000% |
22.15% |
30.00000% |
22.15% |
20.00000% |
22.15% |
10.00000% |
22.15% |
7.38334% |
22.15% |
5.00000% |
15.00% |
1.00000% |
3.00% |
0.00000% |
0.00% |
-10.00000% |
-10.00% |
-20.00000% |
-20.00% |
-30.00000% |
-30.00% |
-40.00000% |
-40.00% |
-50.00000% |
-50.00% |
-60.00000% |
-60.00% |
-80.00000% |
-80.00% |
-100.00000% |
-100.00% |
*Assumes
a maximum payment at maturity of 122.15% of the stated principal amount |
JPMorgan Chase Financial Company LLC
15-Month
SX5E PLUS
Underlying Index
For more information about the underlying
index, including historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks identified below are not exhaustive. Please see “Risk
Factors” in the accompanying prospectus supplement, product supplement and preliminary pricing supplement and Annex A to the accompanying
prospectus addendum for additional information.
Risks Relating to the
PLUS Generally
| § | The
PLUS do not pay interest or guarantee the return of any principal and your investment in
the PLUS may result in a loss. |
| § | The
appreciation potential of the PLUS is limited by the maximum payment at maturity. |
| § | The
PLUS are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.,
and any actual or anticipated changes to our or JPMorgan Chase & Co.’s credit ratings
or credit spreads may adversely affect the market value of the PLUS. |
| § | As
a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets. |
| § | Secondary
trading may be limited. |
| § | We
may accelerate your PLUS if a change-in-law event occurs. |
| § | The
final terms and estimated valuation of the PLUS will be provided in the pricing supplement. |
| § | The
tax consequences of an investment in the PLUS are uncertain. |
Risks Relating to Conflicts
of Interest
| § | Economic
interests of the issuer, the guarantor, the calculation agent, the agent of the offering
of the PLUS and other affiliates of the issuer may be different from those of investors. |
| § | Hedging
and trading activities by the issuer and its affiliates could potentially affect the value
of the PLUS. |
Risks Relating to the
Estimated Value and Secondary Market Prices of the PLUS
| § | The
estimated value of the PLUS will be lower than the original issue price (price to public)
of the PLUS. |
| § | The
estimated value of the PLUS does not represent future values of the PLUS and may differ from
others’ estimates. |
| § | The
estimated value of the PLUS is derived by reference to an internal funding rate. |
| § | The
value of the PLUS as published by J.P. Morgan Securities LLC (and which may be reflected
on customer account statements) may be higher than the then-current estimated value of the
PLUS for a limited time period. |
| § | Secondary
market prices of the PLUS will likely be lower than the original issue price of the PLUS.
|
| § | Secondary
market prices of the PLUS will be impacted by many economic and market factors. |
Risks Relating to the
Underlying Index
| § | Investing
in the PLUS is not equivalent to investing in the underlying index. |
| § | Adjustments
to the underlying index could adversely affect the value of the PLUS. |
| § | The
PLUS are subject to risks associated with securities issued by non-U.S. companies. |
| § | The
PLUS are not directly exposed to fluctuations in foreign exchange rates. |
| § | Governmental legislative and regulatory
actions, including sanctions, could adversely affect your investment in the PLUS. |
Tax Considerations
You should review carefully the discussion in the accompanying
preliminary pricing supplement under “Additional Information about the PLUS — Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax adviser.
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 the 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.
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