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 at
least $36.00 (equivalent to a Contingent Interest Rate of at least
14.40% per annum, payable at a rate of at least 3.60% per
quarter) (to be provided in the pricing supplement).
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: At least 14.40% per annum, payable
at a rate of at least 3.60% per quarter (to be provided in the
pricing supplement)
Interest Barrier: 80.00% of the Strike Value, which is $58.736
Trigger Value: 70.00% of the Strike Value, which is $51.394
Strike Date: July 12, 2024
Pricing Date: On or about July 15, 2024
Original Issue Date (Settlement Date): On or about July 18,
2024
Review Dates*: October 14, 2024, January 13, 2025, April 14,
2025, July 14, 2025, October 13, 2025, January 12, 2026, April
13, 2026, July 13, 2026, October 12, 2026, January 12, 2027,
April 12, 2027 and July 12, 2027 (final Review Date)
Interest Payment Dates*: October 17, 2024, January 16, 2025,
April 17, 2025, July 17, 2025, October 16, 2025, January 15,
2026, April 16, 2026, July 16, 2026, October 15, 2026, January
15, 2027, April 15, 2027 and the Maturity Date
Maturity Date*: July 15, 2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first 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 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, if any, 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
30.00% 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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