Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The common stock of NVIDIA Corporation,
par value $0.001 per share (Bloomberg ticker: NVDA). We refer
to NVIDIA Corporation as “NVIDIA”.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of the Reference Stock on any Review Date
is greater than or equal to the Interest Barrier, you will receive
on the applicable Interest Payment Date for each $1,000
principal amount note a Contingent Interest Payment equal to
$12.75 (equivalent to a Contingent Interest Rate of 15.30% per
annum, payable at a rate of 1.275% per month).
If the closing price of one share of the Reference Stock on any
Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: 15.30% per annum, payable at a
rate of 1.275% per month
Interest Barrier/Trigger Value: 55.00% of the Initial Value,
which is $508.6345
Pricing Date: May 17, 2024
Original Issue Date (Settlement Date): On or about May 22,
2024
Review Dates*: June 17, 2024, July 17, 2024, August 19, 2024,
September 17, 2024, October 17, 2024, November 18, 2024,
December 17, 2024, January 17, 2025, February 18, 2025,
March 17, 2025, April 17, 2025, May 19, 2025, June 17, 2025,
July 17, 2025, August 18, 2025, September 17, 2025, October
17, 2025, November 17, 2025, December 17, 2025, January 20,
2026, February 17, 2026, March 17, 2026, April 17, 2026, May
18, 2026, June 17, 2026, July 17, 2026, August 17, 2026,
September 17, 2026, October 19, 2026 and November 17, 2026
(final Review Date)
Interest Payment Dates*: June 21, 2024, July 22, 2024, August
22, 2024, September 20, 2024, October 22, 2024, November
21, 2024, December 20, 2024, January 23, 2025, February 21,
2025, March 20, 2025, April 23, 2025, May 22, 2025, June 23,
2025, July 22, 2025, August 21, 2025, September 22, 2025,
October 22, 2025, November 20, 2025, December 22, 2025,
January 23, 2026, February 20, 2026, March 20, 2026, April 22,
2026, May 21, 2026, June 23, 2026, July 22, 2026, August 20,
2026, September 22, 2026, October 22, 2026 and the Maturity
Date
Maturity Date*: November 20, 2026
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second, third, fourth, fifth
and final Review Dates), 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 a Single Underlying — Notes
Linked to a Single Underlying (Other Than a Commodity Index)” 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 the Reference Stock on any
Review Date (other than the first, second, third, fourth, fifth and
final Review Dates) is greater than or equal to the Initial 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,
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 is greater than or equal to the 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 automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Stock Return)
If the notes have not been automatically called and the Final
Value is less than the 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.
Stock Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing price of one share of the Reference
Stock on the Pricing Date, which was $924.79
Final Value: The closing price of one share of the Reference
Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one share of the
Reference Stock and is set equal to 1.0 on the Pricing Date. The
Stock Adjustment Factor is subject to adjustment upon the
occurrence of certain corporate events affecting the 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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