Issuer: JPMorgan
Chase Financial Company LLC, an indirect, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan
Chase & Co.
Indices:
The Dow Jones Industrial AverageTM
(Bloomberg ticker: INDU), the Russell 2000®
Index (Bloomberg ticker: RTY) and the S&P
500® Index (Bloomberg
ticker: SPX) (each an “Index” and collectively, the “Indices”)
Contingent Interest Payments:
If
the notes have not been previously redeemed early and the closing level of each Index on any Review Date is greater than or equal to its
Interest Barrier, you will receive on the applicable Interest Payment Date for each $1,000 principal amount note a Contingent Interest
Payment equal to at least $6.6667 (equivalent to a Contingent Interest Rate of at least 8.00% per annum, payable at a rate of at least
0.66667% per month) (to be provided in the pricing supplement).
If the closing
level of any Index on any Review Date is less than its Interest Barrier, no Contingent Interest Payment will be made with respect to that
Review Date.
Contingent Interest Rate: At
least 8.00% per annum, payable at a rate of at least 0.66667% per month (to be provided in the pricing supplement)
Interest
Barrier/Trigger Value: With respect to each Index, 60.00%
of its Initial Value
Pricing Date: On
or about May 29, 2024
Original Issue Date (Settlement
Date): On or about June 3, 2024
Review Dates*: July
1, 2024, July 29, 2024, August 29, 2024, September 30, 2024, October 29, 2024, November 29, 2024, December 30, 2024, January 29, 2025,
February 28, 2025, March 31, 2025, April 29, 2025, May 29, 2025, June 30, 2025, July 29, 2025, August 29, 2025, September 29, 2025, October
29, 2025, December 1, 2025, December 29, 2025, January 29, 2026, March 2, 2026, March 30, 2026, April 29, 2026, May 29, 2026, June 29,
2026, July 29, 2026, August 31, 2026, September 29, 2026, October 29, 2026, November 30, 2026, December 29, 2026, January 29, 2027, March
1, 2027, March 29, 2027, April 29, 2027, June 1, 2027, June 29, 2027, July 29, 2027, August 30, 2027, September 29, 2027, October 29,
2027, November 29, 2027, December 29, 2027, January 31, 2028, February 29, 2028, March 29, 2028, May 1, 2028, May 30, 2028, June 29, 2028,
July 31, 2028, August 29, 2028, September 29, 2028, October 30, 2028, November 29, 2028, December 29, 2028, January 29, 2029, February
28, 2029, March 29, 2029, April 30, 2029 and May 29, 2029 (the “final Review Date”)
Interest Payment Dates*: July
5, 2024, August 1, 2024, September 4, 2024, October 3, 2024, November 1, 2024, December 4, 2024, January 3, 2025, February 3, 2025, March
5, 2025, April 3, 2025, May 2, 2025, June 3, 2025, July 3, 2025, August 1, 2025, September 4, 2025, October 2, 2025, November 3, 2025,
December 4, 2025, January 2, 2026, February 3, 2026, March 5, 2026, April 2, 2026, May 4, 2026, June 3, 2026, July 2, 2026, August 3,
2026, September 3, 2026, October 2, 2026, November 3, 2026, December 3, 2026, January 4, 2027, February 3, 2027, March 4, 2027, April
1, 2027, May 4, 2027, June 4, 2027, July 2, 2027, August 3, 2027, September 2, 2027, October 4, 2027, November 3, 2027, December 2, 2027,
January 3, 2028, February 3, 2028, March 3, 2028, April 3, 2028, May 4, 2028, June 2, 2028, July 5, 2028, August 3, 2028, September 1,
2028, October 4, 2028, November 2, 2028, December 4, 2028, January 4, 2029, February 1, 2029, March 5, 2029, April 4, 2029, May 3, 2029
and the Maturity Date
Maturity Date*: June
1, 2029 |
|
Early Redemption:
We, at our election, may redeem the
notes early, in whole but not in part, on any of the Interest Payment Dates (other than the first, second and final Interest Payment Dates)
at a price, for each $1,000 principal amount note, equal to (a) $1,000 plus (b) the Contingent Interest Payment, if any, applicable
to the immediately preceding Review Date. If we intend to redeem your notes early, we will deliver notice to The Depository Trust Company,
or DTC, at least three business days before the applicable Interest Payment Date on which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed
early and the Final Value of each Index is greater than or equal to its 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 redeemed early and the Final Value of any Index is less than its Trigger Value, your payment at maturity per $1,000 principal
amount note will be calculated as follows:
$1,000
+ ($1,000 × Least Performing Index Return)
If the notes have not been redeemed
early and the Final Value of any Index is less than its 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.
Least Performing Index: The
Index with the Least Performing Index Return
Least Performing Index Return: The
lowest of the Index Returns of the Indices
Index Return:
With
respect to each Index,
(Final
Value – Initial Value)
Initial Value
Initial Value:
With respect to each Index, the closing level of that Index on the
Pricing Date
Final Value: With
respect to each Index, the closing level of that Index on the final 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 Multiple Underlyings” and “General Terms of Notes — Postponement of a Payment
Date” in the accompanying product supplement |