Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The common stock of PayPal Holdings, Inc.,
par value $0.0001 per share (Bloomberg ticker: PYPL). We refer
to PayPal Holdings, Inc. as “PayPal”.
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
$25.35 (equivalent to a Contingent Interest Rate of 10.14% per
annum, payable at a rate of 2.535% per quarter), 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 the Reference Stock on the Review Date related to that
later Interest Payment Date is greater than or equal to the
Interest Barrier. You will not receive any unpaid Contingent
Interest Payments if the closing price of one share of the
Reference Stock on each subsequent Review Date is less than
the Interest Barrier.
Contingent Interest Rate: 10.14% per annum, payable at a
rate of 2.535% per quarter
Interest Barrier/Trigger Value: 60.00% of the Initial Value,
which is $36.381
Pricing Date: June 14, 2024
Original Issue Date (Settlement Date): On or about June 20,
2024
Review Dates*: September 16, 2024, December 16, 2024,
March 14, 2025, June 16, 2025, September 15, 2025,
December 15, 2025, March 16, 2026, June 15, 2026,
September 14, 2026, December 14, 2026, March 15, 2027,
June 14, 2027, September 14, 2027, December 14, 2027,
March 14, 2028 and June 14, 2028 (final Review Date)
Interest Payment Dates*: September 19, 2024, December 19,
2024, March 19, 2025, June 20, 2025, September 18, 2025,
December 18, 2025, March 19, 2026, June 18, 2026,
September 17, 2026, December 17, 2026, March 18, 2027,
June 17, 2027, September 17, 2027, December 17, 2027,
March 17, 2028 and the Maturity Date
Maturity Date*: June 20, 2028
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second, third 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 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 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 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 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 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
40.00% 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 $60.635
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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