Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under “Key Terms Relating to
the Reference Stocks” in this pricing supplement
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of each Reference Stock 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
$26.375 (equivalent to a Contingent Interest Rate of at least
10.55% per annum, payable at a rate of at least 2.6375% per
quarter) (to be provided in the pricing supplement), plus any
previously unpaid Contingent Interest Payments for any prior
Review Dates.
If the Contingent Interest Payment is not paid on any Interest
Payment Date, that unpaid Contingent Interest Payment will be
paid on a later Interest Payment Date if the closing price of one
share of each Reference Stock on the Review Date related to
that later Interest Payment Date is greater than or equal to its
Interest Barrier. You will not receive any unpaid Contingent
Interest Payments if the closing price of one share of any
Reference Stock on each subsequent Review Date is less than
its Interest Barrier.
Contingent Interest Rate: At least 10.55% per annum, payable
at a rate of at least 2.6375% per quarter (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each Reference
Stock, 60.00% of its Strike Value, as specified under "Key Terms
Relating to the Reference Stocks" in this pricing supplement
Strike Date: May 15, 2024
Pricing Date: On or about May 16, 2024
Original Issue Date (Settlement Date): On or about May 21,
2024
Review Dates*: August 15, 2024, November 15, 2024, February
18, 2025, May 15, 2025, August 15, 2025, November 17, 2025,
February 17, 2026, May 15, 2026, August 17, 2026, November
16, 2026, February 16, 2027 and May 17, 2027 (final Review
Date)
Interest Payment Dates*: August 20, 2024, November 20,
2024, February 21, 2025, May 20, 2025, August 20, 2025,
November 20, 2025, February 20, 2026, May 20, 2026, August
20, 2026, November 19, 2026, February 19, 2027 and the
Maturity Date
Maturity Date*: May 20, 2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the final Review Date), 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 Multiple Underlyings” 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 each Reference Stock on any
Review Date (other than the final Review Date) is greater than
or equal to its Strike 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 plus (c) any previously unpaid
Contingent Interest Payments for any prior Review Dates,
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 of each Reference Stock 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 plus (c) any previously unpaid Contingent Interest
Payments for any prior Review Dates.
If the notes have not been automatically called and the Final
Value of any Reference Stock 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 Stock Return)
If the notes have not been automatically called and the Final
Value of any Reference Stock is less than its 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.
Least Performing Reference Stock: The Reference Stock with
the Least Performing Stock Return
Least Performing Stock Return: The lowest of the Stock
Returns of the Reference Stocks
Stock Return: With respect to each Reference Stock,
(Final Value – Strike Value)
Strike Value
Strike Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Strike Date,
as specified under “Key Terms Relating to the Reference
Stocks” in this pricing supplement. The Strike Value of each
Reference Stock is not the closing price of one share of that
Reference Stock on the Pricing Date.
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Strike Date. The Stock Adjustment Factor of
each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that Reference
Stock. See “The Underlyings — Reference Stocks —
Anti-Dilution Adjustments” and “The Underlyings — Reference
Stocks — Reorganization Events” in the accompanying product
supplement for further information.
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