Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
June 27 2024 - 11:28AM
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 |
![Kwan's HD:Users:design:Documents:Kwan:JPM logos:J.P. Morgan Logos:Logo_2008_JPM_allSizes_RGB:PNG:Logo2008_JPM_C_RGB.png](https://www.sec.gov/Archives/edgar/data/19617/000121390024056429/image_001.jpg)
|
Market Linked Securities — Leveraged Upside
Participation and Contingent Downside
Principal at Risk Securities Linked to the Lowest
Performing of the S&P 500® Index, the Russell 2000® Index and the Dow Jones Industrial Average®
due July 3, 2029
Fact Sheet dated June 27, 2024 to Preliminary Pricing
Supplement dated June 27, 2024 |
Summary of Terms
Issuer: |
JPMorgan Chase Financial Company LLC |
Guarantor: |
JPMorgan Chase & C0. |
Indices: |
S&P 500® Index, Russell 2000® Index and Dow Jones Industrial Average® |
Pricing
Date1: |
June 28, 2024 |
Issue
Date1: |
July 3, 2024 |
Calculation
Day1, 2: |
June 28, 2029 |
Stated
Maturity Date1, 2: |
July 3, 2029 |
Principal
Amount: |
$1,000 per security (100% of par) |
Maturity
Payment Amount: |
· if
the ending level of the lowest performing Index is greater than its starting level:
$1,000 + ($1,000 × index
return of the lowest performing Index × upside participation rate)
· if
the ending level of the lowest performing Index is less than or equal to its starting level, but greater than or equal to its threshold
level: $1,000; or
· if
the ending level of the lowest performing Index is less than its threshold level:
$1,000 + ($1,000 × index
return of the lowest performing Index)
|
Lowest
Performing Index |
The Index with the lowest index return |
Upside
Participation Rate: |
At least 157.25%, to be determined on the pricing date |
Starting
Level: |
For each Index, its closing level on the pricing date |
Ending
Level: |
For each Index, its closing level on the calculation day |
Threshold
Level: |
For each Index, 70% of its starting level |
Index
Return: |
For each Index, (ending level – starting level) / starting level |
Calculation
Agent: |
J.P. Morgan Securities LLC (“JPMS”) |
Denominations: |
$1,000 and any integral multiple of $1,000 |
CUSIP: |
48135N5S1 |
Fees
and Commissions: |
Up to 3.87% for Wells Fargo Securities, LLC (“WFS”); WFS has advised us that dealers, including Wells Fargo Advisors (“WFA”), may receive 3.00% of WFS’s fee, and WFA may also receive a distribution expense fee of 0.12%. In addition, with respect of certain securities sold in this offering, JPMS may pay a fee of up to 0.50% 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*
![](https://www.sec.gov/Archives/edgar/data/19617/000121390024056429/image_002.jpg)
*Assumes an upside participation rate equal to the minimum upside participation
rate.
If the ending level of the lowest performing Index is less than its threshold
level, you will have full downside exposure to the decrease in the level of that Index from its starting level and will lose more than
30%, and possibly all, of the principal amount of your securities at maturity.
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 $931.30 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 $920.00 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/
000121390024056385/ea176499_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
the Ending Level of the Lowest Performing Index Is Less Than Its Threshold Level, You Will Lose More Than 30%, and Possibly All, of the
Principal Amount of Your Securities at Maturity.
· 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
Payment at Maturity Will Be Determined by the Lowest Performing Index.
· You
Will Be Subject to Risks Resulting from the Relationship Among the Indices.
· The
Benefit Provided by the Threshold Level May Terminate on the Calculation Day.
· No
Interest or 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
U.S. Federal Tax Consequences of the Securities Are Uncertain, and May Be Adverse to a Holder of the Securities.
· 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, and JPMorgan Chase & Co. Is Currently One of the Companies that Make Up the Dow Jones Industrial
Average®.
· An
Investment in the Securities Is Subject to Risks Associated with Small Capitalization Stocks with Respect to the Russell 2000®
Index.
· The
Maturity Payment Amount Will Depend upon the Performance of Each Index and Therefore the Securities Are Subject to the Risks Associated
with the Indices, as Discussed in the Accompanying Pricing Supplement and Product Supplement.
|
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.
JP Morgan Alerian MLP (AMEX:AMJ)
Historical Stock Chart
From May 2024 to Jun 2024
JP Morgan Alerian MLP (AMEX:AMJ)
Historical Stock Chart
From Jun 2023 to Jun 2024