Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
June 20 2024 - 5:08PM
Edgar (US Regulatory)
JPMorgan Chase Financial Company LLC
Fully and Unconditionally Guaranteed
by JPMorgan Chase & Co.
Market Linked Securities |
Filed Pursuant to Rule 433
Registration Statement Nos. 333-270004 and 333-270004-01 |
![](https://www.sec.gov/Archives/edgar/data/19617/000121390024054344/image_001.jpg)
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Market Linked Securities—Callable with Contingent
Coupon with Daily Observation and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing
of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index due June
24, 2027
Fact Sheet dated June 20, 2024 to Preliminary Pricing
Supplement dated June 20, 2024 |
Summary of Terms
Issuer: |
JPMorgan
Chase Financial Company LLC |
Guarantor: |
JPMorgan
Chase & Co. |
Indices: |
S&P
500® Index, Russell 2000® Index and the EURO STOXX 50® Index |
Pricing
Date1: |
June
20, 2024 |
Issue
Date1: |
June
25, 2024 |
Stated
Maturity Date1, 2: |
June
24, 2027 |
Principal
Amount: |
$1,000
per security (100% of par) |
Contingent
Coupon Payment: |
With respect to each observation period, you will
receive on the related contingent coupon payment date a contingent coupon payment at a per annum rate equal to the contingent coupon
rate if, and only if, the closing level of the lowest performing Index on each eligible trading day during that observation
period is greater than or equal to its coupon threshold level. Each “contingent coupon payment,” if any, will be calculated
per security as follows:
($1,000 × contingent coupon
rate) / 4. |
Contingent
Coupon Payment Dates1, 2: |
Quarterly,
on the third business day following each observation period end-date, provided that the contingent coupon payment date with
respect to the final observation period will be the stated maturity date |
Contingent
Coupon Rate: |
At
least 9.65% per annum (to be provided in the pricing supplement) |
Optional
Redemption: |
We
may, at our option, redeem the securities, in whole but not in part, on any optional redemption date. If we elect to redeem
the securities prior to the stated maturity date, you will be entitled to receive on the applicable optional redemption date a cash
payment per security in U.S. dollars equal to the principal amount plus
any contingent coupon payment otherwise due. |
Observation
Period End-Dates 1, 2: |
Quarterly,
on the 20th day of each March, June, September and December, commencing September 2024 and ending June 2027, provided
that the June 2027 observation period end date will be June 21, 2027. We refer to June 21, 2027 as the “final
calculation day.” |
Observation
Periods: |
Each
observation period will consist of each day that is a trading day for at least one Index (each such day, an “eligible trading
day”) from but excluding an observation period end-date to and including the following observation period end-date, provided
that the first observation period will consist of each eligible trading day from but excluding the pricing date to and including
the first observation period end-date. |
Optional
Redemption-Dates 1, 2: |
Quarterly,
on the contingent coupon payment dates following each observation period end-date scheduled to occur from September 2024 to March
2027, inclusive |
Maturity
Payment Amount (per security): |
If we do not redeem the securities prior to the
stated maturity date:
· If
the ending level of the lowest performing Index on the final calculation day is greater than or equal to its downside threshold level:
$1,000; or
· If
the ending level of the lowest performing Index on the final calculation day is less than its downside threshold level:
$1,000 + ($1,000 ×
index return of the lowest performing Index on the final calculation day) |
Lowest
Performing Index: |
For
any eligible trading day during an observation period (including the final calculation day),
the “lowest performing Index” will be the Index with the lowest index return on that eligible trading day and
that has not been disregarded due to a market disruption event or non-trading day . |
Summary of Terms (continued)
Starting
Level: |
For each Index, its closing level on the pricing date |
Ending
Level: |
For each Index, its closing level on the final calculation day |
Index
Return: |
For each Index on any eligible trading day during an observation period, (closing level on that day – starting level) / starting level |
Coupon
Threshold Level: |
For each Index, 70% of its starting level |
Downside
Threshold Level: |
For each Index, 60% of its starting level |
Calculation
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
Denominations: |
$1,000 and any integral multiple of $1,000 |
CUSIP: |
48135NMG8 |
Fees
and Commissions: |
Up to 1.275% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 1.00% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this offering, JPMS may pay a fee of up to 0.15% to selected dealers in consideration for marketing and other services in connection with the distribution of the securities to other dealers. |
Tax
Considerations: |
See the preliminary pricing supplement. |
1 Subject to change
2 Subject to postponement |
Hypothetical Payout
Profile (Maturity
Payment Amount)
![](https://www.sec.gov/Archives/edgar/data/19617/000121390024054344/image_002.jpg)
If we do not redeem the securities prior to stated maturity and the ending
level of the lowest performing Index on the final calculation day is less than its downside threshold level, you will lose more than 40%,
and possibly all, of the principal amount of your securities at maturity.
Any return on the securities will be limited to the sum of your contingent
coupon payments, if any. You will not participate in any appreciation of any Index, but you will have full downside exposure to the lowest
performing Index on the final calculation day if its ending level is less than its downside threshold level.
The securities 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 securities is subject to the credit risk of JPMorgan Financial, as issuer of the securities,
and the credit risk of JPMorgan Chase & Co., as guarantor of the securities.
If the securities priced on the date of the accompanying preliminary pricing
supplement, the estimated value of the securities would be approximately $963.70 per security. The estimated value of the securities,
when the terms of the securities are set, will be provided in the pricing supplement and will not be less than $940.00 per security. See
“The Estimated Value of the Securities” in the preliminary pricing supplement for additional information.
Preliminary Pricing Supplement: http://www.sec.gov/Archives/edgar/data/1665650/
000121390024054087/ea176169_424b2.htm
The securities have complex features and investing in the securities 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 securities 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.
· If
We Do Not Redeem the Securities Prior to Stated Maturity and the Ending Level of the Lowest Performing Index on the Final Calculation
Day Is Less Than Its Downside Threshold Level, You Will Lose More Than 40%, and Possibly All, of the Principal Amount of Your Securities
at Maturity.
· The
Securities Do Not Guarantee the Payment of Interest and May Not Pay Any Interest at All.
· The
Potential Return on the Securities Is Limited to the Sum of Any Contingent Coupon Payments and You Will Not Participate
in Any Appreciation of Any Index.
· Whether
You Receive a Contingent Coupon Payment on a Contingent Coupon Payment Date Will Depend on the Closing Level of the Lowest Performing
Index on Each Eligible Trading Day During the Related Observation Period.
· You
Will Be Subject to Reinvestment Risk and Our Redemption Right May Limit Your Potential to Receive Contingent Coupon Payments.
· The
Securities 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.
· You
Are Exposed to the Risk of Decline in the Level of Each Index.
· Your
Maturity Payment Amount Will Be Determined by the Lowest Performing Index.
· You
Will Be Subject to Risks Resulting from the Relationship Among the Indices.
· Higher
Contingent Coupon Rates Are Associated with Greater Risk.
· The
Benefit Provided by the Downside Threshold Level May Terminate on the Final Calculation Day.
· No
Dividend Payments or Voting Rights
· Lack
of Liquidity
· The
Final Terms and Estimated Valuation of the Securities Will Be Provided in the Pricing Supplement.
· The
Tax Consequences of an Investment in the Securities Are Uncertain.
· Potential
Conflicts
· The
Estimated Value of the Securities Will Be Lower Than the Original Issue Price (Price to Public) of the Securities. |
· The
Estimated Value of the Securities Does Not Represent Future Values of the Securities and May Differ from Others Estimates.
· The
Estimated Value of the Securities Is Derived by Reference to an Internal Funding Rate.
· The
Value of the Securities as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-Current
Estimated Value of the Securities for a Limited Time Period.
· Secondary
Market Prices of the Securities Will Likely Be Lower Than the Original Issue Price of the Securities.
· Many
Economic and Market Factors Will Impact the Value of the Securities.
· Each
of JPMorgan Chase & Co. and Wells Fargo & Company (the Parent Company of WFS) Is Currently One
of the Companies that Make Up the S&P 500® Index.
· An
Investment in the Securities Is Subject to Risks Associated with Small Capitalization
Stocks with Respect to the Russell 2000® Index.
· The
Securities Are Subject to Non-U.S. Securities Risk with Respect to the EURO STOXX 50® Index.
· No
Direct Exposure to Fluctuations in Foreign Exchange Rates with Respect to the EURO STOXX 50®
Index.
· Any
Payment on the Securities Will Depend upon the Performance of each Index and Therefore the Securities Are Subject to Risks Associated
with Each Index, Each 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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