Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
July 11 2024 - 5:23PM
Edgar (US Regulatory)
JPMorgan Chase Financial Company LLC
Fully and Unconditionally
Guaranteed by JPMorgan Chase & Co.
Market Linked Notes |
Filed Pursuant to Rule 433
Registration Statement Nos. 333-270004 and 333-270004-01 |
![](https://www.sec.gov/Archives/edgar/data/19617/000101376224000242/image_001.jpg)
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Market Linked Notes — Upside Participation
to a Cap and Principal Return at Maturity
Notes Linked to the Nasdaq-100 Index®
due January 27, 2028
Fact Sheet dated July 11, 2024 to Preliminary Pricing
Supplement dated July 11, 2024 |
Summary of Terms
Issuer: |
JPMorgan Chase Financial Company LLC |
Guarantor: |
JPMorgan Chase & C0. |
Index: |
Nasdaq-100 Index® (Bloomberg ticker: NDX) |
Pricing
Date1: |
July 24, 2024 |
Issue
Date1: |
July 29, 2024 |
Calculation
Day1, 2: |
January 24, 2028 |
Stated
Maturity Date1, 2: |
January 27, 2028 |
Principal
Amount: |
$1,000 per note (100% of par) |
Maturity
Payment Amount: |
· if
the ending level is greater than the starting level: $1,000 plus the lesser of:
(i) $1,000
× index return × upside participation rate; and
(ii) the
maximum return; or
· if
the ending level is less than or equal to the starting level: $1,000 |
Starting
Level: |
The closing level of the Index on the pricing date |
Ending
Level: |
The closing level of the Index on the calculation day |
Maximum
Return: |
At least 27.55% of the principal amount (at least $275.50 per note) (to be provided in the pricing supplement) |
Upside
Participation Rate: |
100% |
Index
Return: |
(ending level – starting level) / starting level |
Calculation
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
Denominations: |
$1,000 and any integral multiple of $1,000 |
CUSIP: |
48135PGU9 |
Fees
and Commissions: |
Up to 3.325% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 2.25% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.075%. In addition, with respect of certain notes sold in this offering, JPMS may pay a fee of up to 0.35% to selected dealers in consideration for marketing and other services in connection with the distribution of the notes to other dealers. |
Tax
Considerations: |
See the preliminary pricing supplement. |
1 Subject to change
2 Subject to postponement |
Hypothetical Payout Profile*
![A graph of a graph
Description automatically generated](https://www.sec.gov/Archives/edgar/data/19617/000101376224000242/image_002.jpg)
*Assumes a maximum return equal to the lowest maximum return
If the ending level is less than or equal to the starting level, you will
not receive any positive return on the notes.
The notes 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 notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan
Chase & Co., as guarantor of the notes.
If the notes priced on the date of the accompanying preliminary pricing supplement,
the estimated value of the notes would be approximately $957.90 per note. The estimated value of the notes, when the terms of the notes
are set, will be provided in the pricing supplement and will not be less than $940.00 per note. See “The Estimated Value of the
Notes” in the preliminary pricing supplement for additional information.
Preliminary Pricing Supplement: http://www.sec.gov/Archives/edgar/data/1665650/
000121390024060742/ea177298_424b2.htm
The notes have complex features and investing in the notes 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 notes 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.
· You
May Not Receive Any Positive Return on the Notes.
· Your
Return Will Be Limited to the Maximum Return and May Be Lower Than the Return on a Direct Investment in the Securities Composing the Index.
· The
Notes 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.
· No
Interest or Dividend Payments or Voting Rights
· Lack
of Liquidity
· The
Final Terms and Estimated Valuation of the Notes Will Be Provided in the Pricing Supplement.
· You
Will Be Required to Recognize Taxable Income on the Notes Prior to Maturity.
· Potential
Conflicts
· The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes.
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· The
Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates.
· The
Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate.
· The
Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current
Estimated Value of the Notes for a Limited Time Period.
· Secondary
Market Prices of the Notes Will Likely Be Lower Than the Original Issue Price of the Notes.
· Many
Economic and Market Factors Will Impact the Value of the Notes.
· The
Notes Are Subject to Non-U.S. Securities Risk.
· The
Maturity Payment Amount Will Depend upon the Performance of the Index and Therefore the Notes Are Subject to the Risks Associated with
the Index, as Discussed in the Accompanying Pricing Supplement and Product Supplement.
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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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