JPMorgan Chase Financial
Company LLC |
July 2024 |
Pricing Supplement
Registration Statement Nos. 333-270004 and
333-270004-01
Dated July 31, 2024
Filed pursuant to Rule 424(b)(2)
Structured
Investments
Opportunities in U.S. Equities
Auto-Callable Trigger PLUS Based on the Value of the S&P
500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The Auto-Callable Trigger PLUS, or “Trigger PLUS,” will pay no
interest and do not guarantee any return of your principal at maturity. If the closing level of the underlying index on the redemption
observation date is greater than or equal to the initial index value, the Trigger PLUS will be automatically redeemed for a cash payment
of $1,080.00 per Trigger PLUS, or 108.00% of the stated principal amount. If the Trigger PLUS have not been automatically redeemed prior
to maturity and the underlying index has appreciated in value, investors will receive the stated principal amount of their investment
plus leveraged upside performance of the underlying index. If the underlying index has depreciated in value but the final
index value is greater than or equal to 75% of the initial index value, which we refer to as the trigger level, investors will receive
the stated principal amount of the Trigger PLUS at maturity. However, if the Trigger PLUS have not been automatically redeemed prior to
maturity and the underlying index has depreciated in value so that the final index value is less than the trigger level, at maturity
investors will lose a significant portion or all of their investment, resulting in a 1% loss for every 1% decline in the value of the
underlying index over the term of the Trigger PLUS. The Trigger PLUS are for investors who are willing to risk their principal and forgo
current income in exchange for the possibility of receiving the early redemption payment and, if the Trigger PLUS have not been redeemed
early, the leverage feature that applies to any positive performance of the underlying index. The Trigger PLUS 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., issued as part of JPMorgan Financial’s Medium-Term Notes, Series A, program. Any
payment on the Trigger PLUS is subject to the credit risk of JPMorgan Financial, as issuer of the Trigger PLUS, and the credit risk of
JPMorgan Chase & Co., as guarantor of the Trigger PLUS. The investor may lose some or all of the stated principal amount
of the Trigger PLUS.
FINAL TERMS |
Issuer: |
JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. |
Guarantor: |
JPMorgan Chase & Co. |
Underlying index: |
S&P 500® Index (Bloomberg ticker: SPX Index) |
Aggregate principal amount: |
$3,477,000 |
Early redemption: |
If, on the redemption observation date, the closing level of the underlying index is greater than or equal to the initial index value, the Trigger PLUS will be automatically redeemed for the early redemption payment on the redemption date. No further payments will be made on the Trigger PLUS once they have been redeemed. In addition, if the Trigger PLUS are automatically redeemed prior to maturity, you will not benefit from the leverage feature that applies to the payment at maturity if the final index value is greater than the initial index value. Moreover, if the Trigger PLUS are automatically redeemed, your investment may underperform the underlying index, and the early redemption payment may be significantly less than the payment at maturity you would receive for the same level of appreciation of the underlying index had the Trigger PLUS not been automatically redeemed and instead remained outstanding until maturity. |
Early redemption payment: |
$1,080.00 per Trigger PLUS |
Payment at maturity: |
If the Trigger PLUS have not been automatically redeemed prior to maturity
and:
·
the final index value is greater than the initial index value, for each $1,000 stated principal
amount Trigger PLUS: $1,000 + leveraged upside payment |
|
· the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, for each $1,000 stated principal amount Trigger PLUS: $1,000 |
|
· the final index value is less than the trigger level, for each $1,000 stated principal amount Trigger PLUS: $1,000 × index performance factor |
|
This amount will be less than the stated principal amount of $1,000 per Trigger PLUS and will represent a loss of more than 25%, and possibly all, of your investment. |
Leveraged upside payment: |
$1,000 × leverage factor × index percent increase |
Index percent increase: |
(final index value – initial index value) / initial index value |
Leverage factor: |
125% |
Index performance factor: |
final index value / initial index value |
Stated principal amount: |
$1,000 per Trigger PLUS |
Issue price: |
$1,000 per Trigger PLUS (see “Commissions and issue price” below) |
Pricing date: |
July 31, 2024 |
Original issue date (settlement date): |
August 5, 2024 |
Maturity date*: |
August 5, 2026 |
|
Terms continued on the following page |
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
Commissions and issue price: |
Price to public(1) |
Fees and commissions |
Proceeds to issuer |
Per Trigger
PLUS |
$1,000.00 |
$20.00(2) |
$975.00 |
|
|
$5.00(3) |
|
Total |
$ 3,477,000.00 |
$86,925.00 |
$3,390,075,00 |
| (1) | See “Additional Information about the Trigger PLUS — Supplemental use of proceeds and hedging” in this document
for information about the components of the price to public of the Trigger PLUS. |
| (2) | JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of $20.00 per $1,000 stated principal amount
Trigger PLUS it receives from us to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”). See “Plan
of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
| (3) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5.00 for each $1,000
stated principal amount Trigger PLUS |
* 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
The estimated value of the Trigger PLUS on the pricing date was $967.10
per $1,000 stated principal amount Trigger PLUS. See “Additional Information about the Trigger PLUS — The estimated value
of the Trigger PLUS” in this document for additional information.
Investing in the Trigger PLUS involves a number of risks. See “Risk
Factors” beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk
Factors” beginning on page PS-11 of the accompanying product supplement and “Risk Factors” beginning on page 8 of this
document.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state securities commission has approved or disapproved of the Trigger PLUS or passed upon the accuracy or the adequacy of this
document or the accompanying product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any
representation to the contrary is a criminal offense.
The Trigger PLUS 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.
You should read this document together with the
related product supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum, each of which can be accessed
via the hyperlinks below. Please also see “Additional Information about the Trigger PLUS” at the end of this document.
Product supplement no. 4-I dated April 13, 2023: http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
Prospectus supplement and prospectus, each dated April
13, 2023: http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
Prospectus addendum dated June 3, 2024: http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Terms continued from previous page:
Initial index value: |
The closing level of the underlying index on the pricing date, which was 5,522.30 |
Final index value: |
The closing level of the underlying index on the valuation date |
Trigger level: |
4,141.725, which is 75% of the initial index value |
Redemption observation date*: |
August 7, 2025 |
Redemption date*: |
August 12, 2025 |
Valuation date*: |
July 31, 2026 |
CUSIP / ISIN: |
48135PLC3 / US48135PLC31 |
Listing: |
The Trigger PLUS will not be listed on any securities exchange. |
* 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
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary
Auto-Callable Trigger Performance Leveraged
Upside Securities
Principal at Risk Securities
The Auto-Callable Trigger PLUS Based on the Value of the S&P
500® Index due August 5, 2026 (the “Trigger PLUS”) can be used:
| § | To provide an opportunity to earn the early redemption payment, which is an amount equal to $1,080.00 per Trigger PLUS, or 108.00%
of the stated principal amount, if the closing level of the underlying index on the redemption observation date is greater than or equal
to the initial index value. |
| § | As an alternative to direct exposure to the underlying index that, if the Trigger PLUS have not been automatically redeemed prior
to maturity, enhances returns for any positive performance of the underlying index. |
| § | If the Trigger PLUS have not been automatically redeemed prior to maturity, to potentially achieve similar levels of upside exposure
to the underlying index as a direct investment, while using fewer dollars by taking advantage of the leverage factor. |
| § | If the Trigger PLUS have not been automatically redeemed prior to maturity, to provide limited market downside protection against
loss of principal in the event of a decline of the underlying index but only if the final index value is greater than or equal to the
trigger level. |
Maturity: |
2 years |
Early redemption payment: |
$1,080.00 per Trigger PLUS (108.00% of the stated principal amount) |
Leverage factor: |
125% (applicable only if the Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is greater than the initial index value) |
Trigger level: |
75% of the initial index value |
Minimum payment at maturity: |
None. Investors may lose their entire initial investment in the Trigger PLUS. |
Supplemental Terms of the Trigger PLUS
For purposes of the accompanying product supplement, the underlying
index is an “Index.”
Any values of the underlying index, and any values derived therefrom,
included in this document may be corrected, in the event of manifest error or inconsistency, by amendment of this document and the corresponding
terms of the Trigger PLUS. Notwithstanding anything to the contrary in the indenture governing the Trigger PLUS, that amendment will become
effective without consent of the holders of the Trigger PLUS or any other party.
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale
If the closing level of the underlying index on the redemption observation
date is greater than or equal to the initial index value, the Trigger PLUS will be automatically redeemed for a cash payment per Trigger
PLUS equal to $1,080.00, or 108.00% of the stated principal amount. If the Trigger PLUS have not been automatically redeemed prior to
maturity, the Trigger PLUS offer leveraged exposure to the underlying index, while providing limited protection against negative performance
of the underlying index. In exchange for enhanced returns from any positive performance of the underlying index, investors are exposed
to the risk of loss or some or all of their investment due to the trigger feature. If the Trigger PLUS have not been automatically redeemed
prior to maturity and the underlying index has appreciated, at maturity investors will receive the stated principal amount of their
investment plus leveraged upside performance of the underlying index. If the Trigger PLUS have not been automatically redeemed
prior to maturity and the underlying index has depreciated but is at or above 75% of the initial index value, which we refer to
as the trigger level, investors will receive the stated principal amount of their investment. However, if the Trigger PLUS have not been
automatically redeemed prior to maturity and the underlying index has depreciated below the trigger level, at maturity investors
are fully exposed to the negative performance of the underlying index. Investors may lose some or all of the stated principal amount
of the Trigger PLUS.
In addition, if the Trigger PLUS are automatically redeemed prior
to maturity, you will not benefit from the leverage feature that applies to the payment at maturity if the final index value is greater
than the initial index value. Moreover, if the Trigger PLUS are automatically redeemed, your investment may underperform the underlying
index, and the early redemption payment may be significantly less than the payment at maturity you would receive for the same level of
appreciation of the underlying index had the Trigger PLUS not been automatically redeemed and instead remained outstanding until maturity.
Early Redemption Feature |
On the redemption observation date, if the closing level of the underlying index is greater than or equal to the initial index value, the Trigger PLUS will be automatically redeemed for a cash payment per Trigger PLUS equal to the early redemption payment on the redemption date. No further payments will be made on the Trigger PLUS after they have been redeemed. |
Leveraged Performance |
If the Trigger PLUS have not been automatically redeemed prior to maturity, the Trigger PLUS offer investors an opportunity to capture enhanced returns for any positive performance relative to a direct investment in the underlying index. |
Trigger Feature |
If the Trigger PLUS have not been automatically redeemed prior to maturity, even if the underlying index has declined over the term of the Trigger PLUS, investors will receive their stated principal amount but only if the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level. |
Upside Scenario |
The Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is greater than the initial index value and, at maturity, the Trigger PLUS pay the stated principal amount of $1,000 plus a return equal to 125% of the index percent increase. |
Par Scenario |
The Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is less than or equal to the initial index value but is greater than or equal to the trigger level, which is 75% of the initial index value. In this case, the Trigger PLUS pay the stated principal amount of $1,000 per Trigger PLUS at maturity even when the underlying index has depreciated. |
Downside Scenario |
The Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is less than the trigger level. In this case, the Trigger PLUS pay an amount that is over 25% less than the stated principal amount and this decrease will be by an amount that is proportionate to the percentage decline in the final index value from the initial index value. (Example: If the underlying index decreases in value by 50%, the Trigger PLUS will pay an amount that is less than the stated principal amount by 50%, or $500 per Trigger PLUS.) |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How the Auto-Callable Trigger PLUS Work
Payoff Diagram
The diagrams below illustrate the payment upon automatic early redemption
or at maturity on the Trigger PLUS based on the following terms:
Stated principal amount: |
$1,000 per Trigger PLUS |
Early redemption payment: |
$1,080.00 per Trigger PLUS (108.00% of the stated principal amount) |
Leverage factor: |
125% |
Trigger level: |
75% of the initial index value |
Diagram #1: Redemption Observation Date:
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024064821/image_001.jpg)
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Diagram #2: Payment at Maturity if No Automatic
Early Redemption Occurs
Auto-Callable Trigger PLUS Payoff Diagram |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024064821/image_002.jpg) |
How it works
| § | Early Redemption Scenario. On the redemption
observation date, if the closing level of the underlying index is greater than or equal to the initial index value, under the terms of
Trigger PLUS, the Trigger PLUS will be automatically redeemed for a cash payment per Trigger PLUS equal to the early redemption payment
of $1,080.00 per Trigger PLUS, or 108.00% of the stated principal amount. If the Trigger PLUS are automatically redeemed prior to maturity,
you will not benefit from the leverage feature that applies to the payment at maturity if the final index value is greater than the initial
index value. Moreover, if the Trigger PLUS are automatically redeemed, your investment may underperform the underlying index, and the
early redemption payment may be significantly less than the payment at maturity you would receive for the same level of appreciation of
the underlying index had the Trigger PLUS not been automatically redeemed and instead remained outstanding until maturity. |
| § | Upside
Scenario. If the Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is greater
than the initial index value, for each $1,000 principal amount Trigger PLUS, investors will receive the $1,000 stated principal amount
plus a return equal to 125% of the appreciation of the underlying index over the term of the Trigger PLUS. |
| § | For example, if the underlying index appreciates 5%, investors
will receive a 6.25% return, or $1,062.50 per Trigger PLUS. |
| § | For example, if the underlying index appreciates 20%, investors
will receive a 25.00% return, or $1,250.00 per Trigger PLUS, at maturity. This is significantly more than the early redemption payment
the investor would have received if the underlying index had appreciated 20% or more as of the redemption observation date, and as a
result, the Trigger PLUS were automatically redeemed. |
| § | Par
Scenario. If the Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is less than
or equal to the initial index value but is greater than or equal to the trigger level, investors will receive the stated principal amount
of $1,000 per Trigger PLUS. |
| § | For example, if the underlying index depreciates 5%, investors will receive the $1,000 stated principal amount. |
| § | Downside
Scenario. If the Trigger PLUS have not been automatically redeemed prior to maturity and the final index value is less than
the trigger level, investors will receive an amount that is significantly less than the stated principal amount by an amount proportionate
to the percentage decrease of the final index value from the initial index value. This amount will be less than 75% of the stated principal
amount per Trigger PLUS. |
| § | For example, if the underlying index depreciates 50%, investors will lose 50% of their principal and receive only $500.00 per Trigger
PLUS at maturity, or 50% of the stated principal amount. |
The hypothetical returns and hypothetical payments
on the Trigger PLUS shown above apply only if you hold the Trigger PLUS for their entire term. These hypotheticals do not reflect
fees or expenses that would be
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
associated with any sale in the secondary market.
If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors
The following
is a non-exhaustive list of certain key risk factors for investors in the Trigger PLUS. For further discussion of these
and other risks, you should read the sections entitled “Risk Factors” of the accompanying prospectus supplement and the accompanying
product supplement and in Annex A to the accompanying prospectus addendum. We urge you to consult your investment, legal, tax, accounting
and other advisers in connection with your investment in the Trigger PLUS.
Risks Relating to the
Trigger PLUS Generally
| § | The
Trigger PLUS do not pay interest or, if the Trigger PLUS have not been automatically redeemed prior to maturity, guarantee the return
of any principal and your investment in the Trigger PLUS may result in a loss. The terms of the Trigger PLUS differ from those
of ordinary debt securities in that the Trigger PLUS do not pay interest or, if the Trigger PLUS have not been automatically redeemed
prior to maturity, guarantee the payment of any principal amount at maturity. If the Trigger PLUS have not been automatically redeemed
prior to maturity and the final index value is less than the trigger level (which is 75% of the initial index value), the payment at
maturity will be an amount in cash that is over 25% less than the stated principal amount of each Trigger PLUS, and this decrease will
be by an amount that is proportionate to the decrease in the value of the underlying index and may be zero. There is no minimum payment
at maturity on the Trigger PLUS, and, accordingly, you could lose your entire initial investment in the Trigger PLUS. |
| § | If the Trigger PLUS are automatically redeemed prior to maturity, the appreciation
potential of the Trigger PLUS is limited to the early redemption payment. If the Trigger PLUS are
automatically redeemed prior to maturity, investors will not participate in any appreciation of the underlying index, and the return on
the Trigger PLUS is limited to the early redemption payment that is paid on the redemption date. In addition, if the Trigger
PLUS are automatically redeemed prior to maturity, you will not benefit from the leverage feature that applies to the payment at maturity
if the final index value is greater than the initial index value. Moreover, if the Trigger PLUS are automatically redeemed, your investment
may underperform the underlying index, and the early redemption payment may be significantly less than the payment at maturity you would
receive for the same level of appreciation of the underlying index had the Trigger PLUS not been automatically redeemed and instead remained
outstanding until maturity. |
| § | Early redemption risk. The term of
your investment in the Trigger PLUS may be limited to as short as approximately one year by the automatic early redemption feature of
the Trigger PLUS. If the Trigger PLUS are automatically redeemed prior to maturity, you may not be able to reinvest the proceeds from
an investment in the Trigger PLUS at a comparable return for a similar level of risk. |
| § | The
Trigger PLUS are subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co., and any actual or anticipated
changes to our or JPMorgan Chase & Co.’s credit ratings or credit spreads may adversely affect the market value of
the Trigger PLUS. Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts
due on the Trigger PLUS. Any actual or anticipated decline in our or JPMorgan Chase & Co.’s credit ratings or increase
in our or JPMorgan Chase & Co.’s credit spreads determined by the market for taking that credit risk is likely to
adversely affect the market value of the Trigger PLUS. If we and JPMorgan Chase & Co. were to default on our payment obligations,
you may not receive any amounts owed to you under the Trigger PLUS and you could lose your entire investment. |
| § | As
a finance subsidiary, JPMorgan Financial has no independent operations and has limited assets. As
a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration
of our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase & Co.,
substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the Trigger PLUS. We are not a key operating subsidiary of JPMorgan Chase & Co.
and in a bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our
obligations in respect of the Trigger PLUS as they come due. If JPMorgan Chase & Co. does not make payments to us and we
are unable to make payments on the Trigger PLUS, you may have to seek payment under the related guarantee by JPMorgan Chase & Co.,
and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co.
For more information, see the accompanying prospectus addendum. |
| § | The benefit provided by the trigger level may terminate on the valuation
date. If the Trigger PLUS have not been automatically redeemed prior to maturity and the final index
value is less than the trigger |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
level,
the benefit provided by the trigger level will terminate and you will be fully exposed to any depreciation of the underlying index.
| § | Secondary trading may be limited. The
Trigger PLUS will not be listed on a securities exchange. There may be little or no secondary market for the Trigger PLUS. Even if there
is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily.
JPMS may act as a market maker for the Trigger PLUS, but is not required to do so. Because we do not expect that other market makers
will participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to trade your Trigger
PLUS is likely to depend on the price, if any, at which JPMS
is willing to buy the Trigger PLUS. If at any time JPMS
or another agent does not act as a market maker, it is likely that there would be little or no secondary market for the Trigger PLUS. |
| § | The tax consequences of an investment in the Trigger PLUS are uncertain. There is no direct legal authority as to the proper
U.S. federal income tax characterization of the Trigger PLUS, and we do not intend to request a ruling from the IRS. The IRS might not
accept, and a court might not uphold, the treatment of the Trigger PLUS described in “Additional Information about the Trigger PLUS
― Additional Provisions ― Tax considerations” in this document and in “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement. If the IRS were successful in asserting an alternative treatment for the Trigger PLUS, the timing
and character of any income or loss on the Trigger PLUS could differ materially and adversely from our description herein. In addition,
in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue
income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or
loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Trigger PLUS, possibly
with retroactive effect. You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences”
in the accompanying product supplement and consult your tax adviser regarding the U.S. federal income tax consequences of an investment
in the Trigger PLUS, including possible alternative treatments and the issues presented by this notice. |
Risks Relating to Conflicts of Interest
| § | Economic interests of the issuer, the guarantor, the calculation agent, the agent of the offering of the Trigger PLUS and other
affiliates of the issuer may be different from those of investors. We
and our affiliates play a variety of roles in connection with the issuance of the Trigger PLUS, including acting as calculation agent
and as an agent of the offering of the Trigger PLUS, hedging our obligations under the Trigger PLUS and making the assumptions used to
determine the pricing of the Trigger PLUS and the estimated value of the Trigger PLUS, which we refer to as the estimated value of the
Trigger PLUS. In performing these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests
of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Trigger PLUS. The
calculation agent has determined the initial index value and the trigger level, will determine the final index value and will calculate
the amount of payment you will receive at maturity, if any. Determinations made by the calculation agent, including with respect to the
occurrence or non-occurrence of market disruption events, the selection of a successor to the underlying index or calculation of the final
index value in the event of a discontinuation or material change in method of calculation of the underlying index, may affect the payment
to you at maturity. |
In addition, our and JPMorgan Chase & Co.’s
business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic
interests to be adverse to yours and could adversely affect any payment on the Trigger PLUS and the value of the Trigger PLUS. It is possible
that hedging or trading activities of ours or our affiliates in connection with the Trigger PLUS could result in substantial returns for
us or our affiliates while the value of the Trigger PLUS declines. Please refer to “Risk Factors — Risks Relating to Conflicts
of Interest” in the accompanying product supplement for additional information about these risks.
| § | Hedging and trading activities by the issuer and its affiliates could potentially affect the value of the Trigger
PLUS. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect
to the Trigger PLUS on or prior to the pricing date and prior
to maturity could have adversely affected, and may continue to adversely affect, the value of the underlying index and, as a result, could
decrease the amount an investor may receive on the Trigger PLUS at maturity, if any. Any of these hedging or trading activities
on or prior to the pricing date could have affected the initial index value |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
and the trigger level and, therefore, if
the Trigger PLUS have not been automatically redeemed prior to maturity, could potentially increase the level that the final index value
must reach before you receive a payment at maturity that exceeds the issue price of the Trigger PLUS or so that you do not suffer a loss
on your initial investment in the Trigger PLUS. Additionally, these hedging or trading activities during the term of the Trigger
PLUS, including on the valuation date, could adversely affect the final index value and, accordingly, the payment to you at maturity,
if any. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the
value of the Trigger PLUS declines.
Risks Relating to the Estimated
Value and Secondary Market Prices of the Trigger PLUS
| § | The estimated value of the Trigger PLUS is lower than the original issue
price (price to public) of the Trigger PLUS. The estimated value of the Trigger PLUS is only an
estimate determined by reference to several factors. The original issue price of the Trigger PLUS exceeds the estimated value of the Trigger
PLUS because costs associated with selling, structuring and hedging the Trigger PLUS are included in the original issue price of the Trigger
PLUS. These costs include the selling commissions, the structuring fee, the projected profits, if any, that our affiliates expect to realize
for assuming risks inherent in hedging our obligations under the Trigger PLUS and the estimated cost of hedging our obligations under
the Trigger PLUS. See “Additional Information about the Trigger PLUS — The estimated value of the Trigger PLUS” in this
document. |
| § | The estimated value of the Trigger PLUS does not represent future values
of the Trigger PLUS and may differ from others’ estimates. The estimated value of the Trigger PLUS is determined by reference to
internal pricing models of our affiliates. This estimated value of the Trigger PLUS is based on
market conditions and other relevant factors existing at the time of pricing and assumptions about market parameters, which can include
volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the
Trigger PLUS that are greater than or less than the estimated value of the Trigger PLUS. In addition, market conditions and other relevant
factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the value of the Trigger PLUS could
change significantly based on, among other things, changes in market conditions, our or JPMorgan Chase & Co.’s creditworthiness,
interest rate movements and other relevant factors, which may impact the price, if any, at which JPMS would be willing to buy Trigger
PLUS from you in secondary market transactions. See “Additional Information about the Trigger PLUS — The estimated value of
the Trigger PLUS” in this document. |
| § | The estimated value of the Trigger PLUS is derived by reference to an internal
funding rate. The internal funding rate used in the determination of the estimated value of the
Trigger PLUS may differ from the market-implied funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan
Chase & Co. or its affiliates. Any difference may be based on, among other things, our and our affiliates’ view of
the funding value of the Trigger PLUS as well as the higher issuance, operational and ongoing liability management costs of the Trigger
PLUS in comparison to those costs for the conventional fixed income instruments of JPMorgan Chase & Co. This
internal funding rate is based on certain market inputs and assumptions, which may prove to be incorrect, and is intended to approximate
the prevailing market replacement funding rate for the Trigger PLUS. The
use of an internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the Trigger PLUS and
any secondary market prices of the Trigger PLUS. See “Additional Information about the Trigger PLUS — The estimated value
of the Trigger PLUS” in this document. |
| § | The value of the Trigger PLUS as published by JPMS (and which may be reflected
on customer account statements) may be higher than the then-current estimated value of the Trigger PLUS for a limited time period.
We generally expect that some of the costs included in the original issue price of the Trigger PLUS
will be partially paid back to you in connection with any repurchases of your Trigger PLUS by JPMS in an amount that will decline to zero
over an initial predetermined period. These costs can include selling commissions, the structuring fee, projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt issuances.
See “Additional Information about the Trigger PLUS — Secondary market prices of the Trigger PLUS” in this document for
additional information relating to this initial period. Accordingly, the estimated value of your Trigger PLUS during this initial period
may be lower than the value of the Trigger PLUS as published by JPMS (and which may be shown on your customer account statements). |
| § | Secondary market prices of the Trigger PLUS will likely be lower than the
original issue price of the Trigger PLUS. Any secondary market prices of the Trigger PLUS will likely
be lower than the original issue price of the Trigger PLUS because, among other things, secondary market prices take into account our
internal secondary market funding rates for structured debt issuances and, also, because secondary market prices may exclude selling commissions,
the structuring fee, projected hedging profits, if any, and estimated hedging costs that are included in the original issue price of the
Trigger PLUS. As a result, the price, if any, at which JPMS will be willing to buy Trigger PLUS from you in secondary market transactions,
if at all, is likely to be lower than the original issue price. Any sale by you prior to the maturity date could |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
result
in a substantial loss to you. See the immediately following risk factor for information about additional factors that will impact any
secondary market prices of the Trigger PLUS.
The Trigger
PLUS are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Trigger PLUS to maturity.
See “— Risks Relating to the Trigger PLUS Generally — Secondary trading may be limited” above.
| § | Secondary market prices of the Trigger PLUS will be impacted by many economic
and market factors. The secondary market price of the Trigger PLUS during their term will be impacted by a number of
economic and market factors, which may either offset or magnify each other, aside from the selling commissions, structuring fee, projected
hedging profits, if any, estimated hedging costs and the closing level of the underlying index, including: |
| o | any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads; |
| o | customary bid-ask spreads for similarly sized trades; |
| o | our internal secondary market funding rates for structured debt issuances; |
| o | the actual and expected volatility of the underlying index; |
| o | the time to maturity of the Trigger PLUS; |
| o | the likelihood of an automatic early redemption being triggered; |
| o | the dividend rates on the equity securities included in the underlying index; |
| o | interest and yield rates in the market generally; and |
| o | a variety of other economic, financial, political, regulatory and judicial events. |
Additionally, independent pricing vendors
and/or third party broker-dealers may publish a price for the Trigger PLUS, which may also be reflected on customer account statements.
This price may be different (higher or lower) than the price of the Trigger PLUS, if any, at which JPMS may be willing to purchase your
Trigger PLUS in the secondary market.
Risks Relating to the Underlying
Index
| § | JPMorgan Chase & Co. is currently one of the companies that
make up the underlying index. JPMorgan Chase & Co. is currently one of the companies
that make up the underlying index. JPMorgan Chase & Co. will not have any obligation to consider your interests as a holder
of the Trigger PLUS in taking any corporate action that might affect the value of the underlying index or the Trigger PLUS. |
| § | Investing in the Trigger PLUS is not equivalent to investing in the underlying
index. Investing in the Trigger PLUS is not equivalent to investing in the underlying index or its component stocks. Investors
in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect
to the stocks that constitute the underlying index. |
| § | Adjustments to the underlying index could adversely affect the value of
the Trigger PLUS. The underlying index publisher may discontinue or suspend calculation or publication
of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor
index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published
by the calculation agent or any of its affiliates. |
| § | Governmental legislative and regulatory actions, including sanctions, could
adversely affect your investment in the Trigger PLUS. Governmental
legislative and regulatory actions, including, without limitation, sanctions-related actions by the U.S. or a foreign government, could
prohibit or otherwise restrict persons from holding the Trigger PLUS or the securities included in the underlying index, or engaging in
transactions in them, and any such action could adversely affect the value of the Trigger PLUS or the underlying index. These legislative
and regulatory actions could result in restrictions on the Trigger PLUS. You may lose a significant portion or all of your initial
investment in the Trigger PLUS if you are forced to divest the Trigger PLUS due to the government mandates, especially if such divestment
must be made at a time when the value of the Trigger PLUS has declined. |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
S&P 500® Index Overview
The S&P 500® Index, which is
calculated, maintained and published by S&P Dow Jones Indices LLC, consists of stocks of 500 companies selected to provide a performance
benchmark for the U.S. equity markets. For additional information about the S&P 500® Index, see “Equity Index
Descriptions — The S&P U.S. Indices” in the accompanying underlying supplement.
Information as of market close on July 31, 2024:
Bloomberg Ticker Symbol: |
SPX |
52 Week High (on 7/16/2024): |
5,667.20 |
Current Closing Level: |
5,522.30 |
52 Week Low (on 10/27/2023): |
4,117.37 |
52 Weeks Ago (on 7/31/2023): |
4,588.96 |
|
|
The following table sets forth the published high and low closing
levels, as well as end-of-quarter closing levels, of the underlying index for each quarter in the period from January 2, 2019 through
July 31, 2024. The closing level of the underlying index on July 31, 2024 was 5,522.30. The associated graph shows the closing levels
of the underlying index for each day in the same period. We obtained the closing level information above and in the table and graph below
from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The historical closing
levels of the underlying index should not be taken as an indication of future performance, and no assurance can be given as to the closing
level of the underlying index on the valuation date. The payment of dividends on the stocks that constitute the underlying index are not
reflected in its closing level and, therefore, have no effect on the calculation of the payment at maturity.
S&P 500® Index |
High |
Low |
Period End |
2019 |
|
|
|
First Quarter |
2,854.88 |
2,447.89 |
2,834.40 |
Second Quarter |
2,954.18 |
2,744.45 |
2,941.76 |
Third Quarter |
3,025.86 |
2,840.60 |
2,976.74 |
Fourth Quarter |
3,240.02 |
2,887.61 |
3,230.78 |
2020 |
|
|
|
First Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
Second Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
Third Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
Fourth Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
2021 |
|
|
|
First Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
Second Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
Third Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
Fourth Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
2022 |
|
|
|
First Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
Second Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
Third Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
Fourth Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
2023 |
|
|
|
First Quarter |
4,179.76 |
3,808.10 |
4,109.31 |
Second Quarter |
4,450.38 |
4,055.99 |
4,450.38 |
Third Quarter |
4,588.96 |
4,273.53 |
4,288.05 |
Fourth Quarter |
4,783.35 |
4,117.37 |
4,769.83 |
2024 |
|
|
|
First Quarter |
5,254.35 |
4,688.68 |
5,254.35 |
Second Quarter |
5,487.03 |
4,967.23 |
5,460.48 |
Third Quarter (through July 31, 2024) |
5,667.20 |
5,399.22 |
5,522.30 |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
S&P 500® Index
– Daily Closing Levels*
January 2, 2019 to July 31,
2024 |
![](https://www.sec.gov/Archives/edgar/data/1665650/000121390024064821/image_003.jpg)
|
*The dotted line in the graph indicates the trigger level, equal to 75% of the initial index value. |
License Agreement. “S&P®” and
“S&P 500®” are trademarks of S&P Global, Inc. or its affiliates and have been licensed for use by JPMorgan
Chase & Co. and its affiliates, including JPMorgan Financial. See “Equity Index Descriptions — The S&P U.S.
Indices — License Agreement” in the accompanying underlying supplement.
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Additional Information about the Trigger PLUS
Please read this information in conjunction with the terms on the
front cover of this document.
Additional Provisions: |
Postponement of maturity date: |
If the scheduled maturity date is not a business day, then the maturity date will be the following business day. If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than three business days prior to the scheduled maturity date, the maturity date of the Trigger PLUS will be postponed to the third business day following the valuation date as postponed. |
Minimum ticketing size: |
$1,000 / 1 Trigger PLUS |
Trustee: |
Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) |
Calculation agent: |
JPMS |
The estimated value of the Trigger PLUS: |
The estimated value of the Trigger PLUS set forth on
the cover of this document is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt component
with the same maturity as the Trigger PLUS, valued using the internal funding rate described below, and (2) the derivative or derivatives
underlying the economic terms of the Trigger PLUS. The estimated value of the Trigger PLUS does not represent a minimum price at which
JPMS would be willing to buy your Trigger PLUS in any secondary market (if any exists) at any time. The internal funding rate used in
the determination of the estimated value of the Trigger PLUS may differ from the market-implied funding rate for vanilla fixed income
instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may be based on, among
other things, our and our affiliates’ view of the funding value of the Trigger PLUS as well as the higher issuance, operational
and ongoing liability management costs of the Trigger PLUS in comparison to those costs for the conventional fixed income instruments
of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove to
be incorrect, and is intended to approximate the prevailing market replacement funding rate for the Trigger PLUS. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the Trigger PLUS and any secondary market
prices of the Trigger PLUS. For additional information, see “Risk Factors — Risks Relating to the Estimated Value and Secondary
Market Prices of the Trigger PLUS — The estimated value of the Trigger PLUS is derived by reference to an internal funding rate”
in this document. The value of the derivative or derivatives underlying the economic terms of the Trigger PLUS is derived from internal
pricing models of our affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments
and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and
other factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the Trigger
PLUS on the pricing date is based on market conditions and other relevant factors and assumptions existing at that time. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — The estimated value of the
Trigger PLUS does not represent future values of the Trigger PLUS and may differ from others’ estimates” in this document.
The estimated value of the Trigger PLUS is lower than the original
issue price of the Trigger PLUS because costs associated with selling, structuring and hedging the Trigger PLUS are included in the original
issue price of the Trigger PLUS. These costs include the selling commissions paid to JPMS and other affiliated or unaffiliated dealers,
the structuring fee, the projected profits, if any, that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the Trigger PLUS and the estimated cost of hedging our obligations under the Trigger PLUS. Because hedging our obligations entails
risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected,
or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the Trigger PLUS may be allowed
to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging profits. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — The estimated value of the
Trigger PLUS is lower than the original issue price (price to public) of the Trigger PLUS” in this document. |
Secondary market prices of the Trigger PLUS: |
For information about factors that will impact any secondary market prices of the Trigger PLUS, see “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — Secondary market prices of the Trigger PLUS will be impacted by many economic and market factors” in this document. In addition, we generally expect that some of the costs included in the original issue price of the Trigger PLUS will be partially paid back to you in connection with any repurchases of your Trigger PLUS by JPMS in an amount that will decline to zero over an initial predetermined period that is intended to be the shorter of two years and one-half of the stated term of the Trigger PLUS. The length of any such initial period |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
reflects the structure of the Trigger PLUS, whether our affiliates expect to earn a profit in connection with our hedging activities, the estimated costs of hedging the Trigger PLUS and when these costs are incurred, as determined by our affiliates. See “Risk Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Trigger PLUS — The value of the Trigger PLUS as published by JPMS (and which may be reflected on customer account statements) may be higher than the then-current estimated value of the Trigger PLUS for a limited time period.” |
Tax considerations: |
You should review carefully the section entitled “Material
U.S. Federal Income Tax Consequences” in the accompanying product supplement no. 4-I. The following discussion, when read in combination
with that section, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S.
federal income tax consequences of owning and disposing of the Trigger PLUS.
Based on current market conditions, in the opinion
of our special tax counsel, it is reasonable to treat your Trigger PLUS as “open transactions” that are not debt instruments
for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences
to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement.
Assuming this treatment is respected, the gain or loss on your Trigger PLUS should be treated as long-term capital gain or loss if you
hold your Trigger PLUS for more than a year, whether or not you are an initial purchaser of Trigger PLUS at the issue price. However,
the IRS or a court may not respect this treatment of the Trigger PLUS, in which case the timing and character of any income or loss on
the Trigger PLUS could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular
on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on
a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such
as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain
as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective
dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect
the tax consequences of an investment in the Trigger PLUS, possibly with retroactive effect. You should consult your tax adviser regarding
the U.S. federal income tax consequences of an investment in the Trigger PLUS, including possible alternative treatments and the issues
presented by this notice.
Section 871(m) of the Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities. Section 871(m) provides certain exceptions to this withholding regime, including for instruments linked to certain broad-based
indices that meet requirements set forth in the applicable Treasury regulations. Additionally, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2027 that do not have a delta of one with respect to underlying securities that
could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”). Based on certain determinations
made by us, our special tax counsel is of the opinion that Section 871(m) should not apply to the Trigger PLUS with regard to Non-U.S.
Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and
its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying
Security. You should consult your tax adviser regarding the potential application of Section 871(m) to the Trigger PLUS. |
Supplemental use of proceeds and hedging: |
The Trigger PLUS are offered to meet investor demand for products
that reflect the risk-return profile and market exposure provided by the Trigger PLUS. See “How the Auto-Callable Trigger PLUS Work”
in this document for an illustration of the risk-return profile of the Trigger PLUS and “S&P 500® Index Overview”
in this document for a description of the market exposure provided by the Trigger PLUS.
The original issue price of the Trigger PLUS is equal to the
estimated value of the Trigger PLUS plus the selling commissions paid to JPMS and other affiliated or unaffiliated dealers and the structuring
fee, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent in hedging our obligations
under the Trigger PLUS, plus the estimated cost of hedging our obligations under the Trigger PLUS. |
Benefit plan investor considerations: |
See “Benefit Plan Investor Considerations” in the accompanying product supplement. |
Supplemental plan of distribution: |
Subject to regulatory constraints, JPMS intends to use its reasonable efforts to offer to purchase the Trigger PLUS in the secondary market, but is not required to do so. JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to Morgan Stanley Wealth Management. In addition, Morgan Stanley Wealth Management will receive a |
JPMorgan Chase Financial Company LLC
Auto-Callable Trigger PLUS Based on the Value of the S&P 500® Index due August 5, 2026
Auto-Callable Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
structuring fee as set forth
on the cover of this document for each Trigger PLUS.
We or our affiliate may enter into swap agreements or related hedge
transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Trigger PLUS and JPMS
and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “—
Supplemental use of proceeds and hedging” above and “Use of Proceeds and Hedging” in the accompanying product supplement. |
Validity of the Trigger PLUS and the guarantee: |
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the Trigger PLUS offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating to the master global note that represents such Trigger PLUS (the “master note”), and such Trigger PLUS have been delivered against payment as contemplated herein, such Trigger PLUS will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24, 2023. |
Where you can find more information: |
You should read this document together with the accompanying prospectus,
as supplemented by the accompanying prospectus supplement relating to our Series A medium-term notes of which these Trigger PLUS are a
part, the accompanying prospectus addendum and the more detailed information contained in the accompanying product supplement and the
accompanying underlying supplement.
This document, together with the documents listed below, contains
the terms of the Trigger PLUS and supersedes all other prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, stand-alone
fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth
in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex
A to the accompanying prospectus addendum, as the Trigger PLUS involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisers before you invest in the Trigger PLUS.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 4-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
• Underlying supplement
no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
• Prospectus supplement and prospectus, each dated April
13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and
JPMorgan Chase & Co.’s CIK is 19617.
As used in this document, “we,” “us,” and
“our” refer to JPMorgan Financial.
“Performance Leveraged Upside SecuritiesSM”
and “PLUSSM” are service marks of Morgan Stanley. |
S-3
424B2
EX-FILING FEES
333-270004
0000019617
JPMORGAN CHASE & CO
0000019617
2024-08-02
2024-08-02
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
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S-3
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JPMORGAN CHASE & CO
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The maximum aggregate offering price of the securities to which the prospectus relates is $3,477,000. The prospectus is a final prospectus for the related offering.
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v3.24.2.u1
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- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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