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 Enphase Energy, Inc.,
par value $0.00001 per share (Bloomberg ticker: ENPH). We
refer to Enphase Energy, Inc. as “Enphase”.
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 at
least $22.50 (equivalent to a Contingent Interest Rate of at least
27.00% per annum, payable at a rate of at least 2.25% per
month) (to be provided in the pricing supplement), 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: At least 27.00% per annum, payable
at a rate of at least 2.25% per month (to be provided in the
pricing supplement)
Interest Barrier: 70.00% of the Strike Value, which is $74.725
Trigger Value: 50.00% of the Strike Value, which is $53.375
Strike Date: July 10, 2024
Pricing Date: On or about July 12, 2024
Original Issue Date (Settlement Date): On or about July 17,
2024
Review Dates*: August 12, 2024, September 10, 2024, October
10, 2024, November 11, 2024, December 10, 2024, January 10,
2025, February 10, 2025, March 10, 2025, April 10, 2025, May
12, 2025, June 10, 2025, July 10, 2025, August 11, 2025,
September 10, 2025, October 10, 2025, November 10, 2025,
December 10, 2025 and January 12, 2026 (final Review Date)
Interest Payment Dates*: August 15, 2024, September 13,
2024, October 16, 2024, November 14, 2024, December 13,
2024, January 15, 2025, February 13, 2025, March 13, 2025,
April 15, 2025, May 15, 2025, June 13, 2025, July 15, 2025,
August 14, 2025, September 15, 2025, October 16, 2025,
November 14, 2025, December 15, 2025 and the Maturity Date
Maturity Date*: January 15, 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 Strike 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, if any, applicable to the final Review Date plus (c) if
the Contingent Interest Payment applicable to the final Review
Date is payable, 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
50.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Stock Return:
(Final Value – Strike Value)
Strike Value
Strike Value: The closing price of one share of the Reference
Stock on the Strike Date, which was $106.75. The Strike Value
is not the closing price of one share of the Reference Stock
on the Pricing Date.
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 Strike 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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