Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The Class B common stock of NIKE, Inc., par value no par value per share (Bloomberg ticker: NKE). We refer to NIKE, Inc. as “NIKE”.
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 $9.9167 (equivalent to a Contingent Interest Rate of 11.90% per annum, payable at a rate of 0.99167% per month).
If the closing price of one share of the Reference Stock on any Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to that Review Date.
Contingent Interest Rate: 11.90% per annum, payable at a rate of 0.99167% per month
Interest Barrier/Trigger Value: 75.00% of the Strike Value, which is $55.065
Strike Date: July 12, 2024
Pricing Date: July 17, 2024
Original Issue Date (Settlement Date): On or about July 22, 2024
Review Dates*: August 12, 2024, September 12, 2024, October 14, 2024, November 12, 2024, December 12, 2024, January 13, 2025, February 12, 2025, March 12, 2025, April 14, 2025, May 12, 2025, June 12, 2025, July 14, 2025, August 12, 2025, September 12, 2025, October 13, 2025, November 12, 2025, December 12, 2025 and January 12, 2026 (final Review Date)
Interest Payment Dates*: August 15, 2024, September 17, 2024, October 17, 2024, November 15, 2024, December 17, 2024, January 16, 2025, February 18, 2025, March 17, 2025, April 17, 2025, May 15, 2025, June 17, 2025, July 17, 2025, August 15, 2025, September 17, 2025, October 16, 2025, November 17, 2025, December 17, 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, 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.
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 25.00% 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 $73.42. 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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