04/18/2024 | Press release | Distributed by Public on 04/18/2024 10:39
April 16, 2024
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
$2,839,000
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the NASDAQ-100 Index®, the Russell 2000® Index
and the VanEck® Gold Miners ETF due October 21, 2025
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for which the
closing value of each of the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold Miners ETF, which we refer
to as the Underlyings, is greater than or equal to 50.00% of its Initial Value, which we refer to as an Interest Barrier.
●The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first, second
and final Review Dates) is greater than or equal to its Initial Value.
●The earliest date on which an automatic call may be initiated is July 16, 2024.
●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent Interest
Payment may be made with respect to some or all Review Dates.
●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
●The notes 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 notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of
JPMorgan Chase & Co., as guarantor of the notes.
●Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes priced on April 16, 2024 and are expected to settle on or about April 19, 2024.
●CUSIP:48134XXR1
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$5
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$995
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Total
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$2,839,000
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$14,195
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$2,824,805
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(1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the notes.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions of
$5.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of
Interest)" in the accompanying product supplement.
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Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings:The NASDAQ-100 Index® (Bloomberg ticker:
NDX) and the Russell 2000® Index (Bloomberg ticker: RTY)
(each an "Index" and collectively, the "Indices") and the VanEck®
Gold Miners ETF (Bloomberg ticker: GDX) (the "Fund") (each of
the Indices and the Fund, an "Underlying" and collectively, the
"Underlyings")
Contingent Interest Payments:
If the notes have not been automatically called and the closing
value of each Underlying 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 $6.75 (equivalent to a
Contingent Interest Rate of 8.10% per annum, payable at a rate
of 0.675% per month).
If the closing value of any Underlying 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: 8.10% per annum, payable at a rate
of 0.675% per month
Interest Barrier/Trigger Value: With respect to each
Underlying, 50.00% of its Initial Value, which is 8,856.83 for the
NASDAQ-100 Index®, 983.7375 for the Russell 2000® Index and
$16.515 for the VanEck® Gold Miners ETF
Pricing Date: April 16, 2024
Original Issue Date (Settlement Date): On or about April 19,
2024
Review Dates*: May 16, 2024, June 17, 2024, July 16, 2024,
August 16, 2024, September 16, 2024, October 16, 2024,
November 18, 2024, December 16, 2024, January 16, 2025,
February 18, 2025, March 17, 2025, April 16, 2025, May 16,
2025, June 16, 2025, July 16, 2025, August 18, 2025,
September 16, 2025 and October 16, 2025 (final Review Date)
Interest Payment Dates*: May 21, 2024, June 21, 2024, July
19, 2024, August 21, 2024, September 19, 2024, October 21,
2024, November 21, 2024, December 19, 2024, January 22,
2025, February 21, 2025, March 20, 2025, April 22, 2025, May
21, 2025, June 20, 2025, July 21, 2025, August 21, 2025,
September 19, 2025 and the Maturity Date
Maturity Date*: October 21, 2025
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second 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 Multiple Underlyings" and
"General Terms of Notes - Postponement of a Payment Date" in the
accompanying product supplement
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Automatic Call:
If the closing value of each Underlying on any Review Date
(other than the first, second and final Review Dates) is greater
than or equal to its Initial 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 of each Underlying 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 automatically called and the Final
Value of any Underlying 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 Underlying Return)
If the notes have not been automatically called and the Final
Value of any Underlying is less than its 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.
Least Performing Underlying:The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return:The lowest of the
Underlying Returns of the Underlyings
Underlying Return:With respect to each Underlying,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date, which was 17,713.66 for
the NASDAQ-100 Index®, 1,967.475 for the Russell 2000® Index
and $33.03 for the VanEck® Gold Miners ETF
Final Value:With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See "The Underlyings - Funds -
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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18
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$121.50
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17
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$114.75
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16
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$108.00
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15
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$101.25
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14
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$94.50
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13
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$87.75
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12
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$81.00
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11
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$74.25
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10
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$67.50
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9
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$60.75
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8
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$54.00
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7
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$47.25
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6
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$40.50
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5
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$33.75
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4
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$27.00
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3
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$20.25
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2
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$13.50
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1
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$6.75
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0
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$0.00
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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105.00
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$6.75
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Second Review Date
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110.00
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$6.75
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Third Review Date
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110.00
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$1,006.75
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Total Payment
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$1,020.25 (2.025% return)
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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95.00
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$6.75
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Second Review Date
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85.00
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$6.75
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Third through
Seventeenth Review
Dates
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Less than Interest Barrier
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$0
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Final Review Date
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90.00
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$1,006.75
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Total Payment
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$1,020.25 (2.025% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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Date
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Closing Value of Least
Performing Underlying
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Payment (per $1,000 principal amount note)
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First Review Date
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40.00
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$0
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Second Review Date
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45.00
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$0
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Third through
Seventeenth Review
Dates
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Less than Interest Barrier
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$0
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Final Review Date
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40.00
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$400.00
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Total Payment
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$400.00 (-60.00% return)
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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Historical Performance of the NASDAQ-100 Index®
Source: Bloomberg
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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Historical Performance of the Russell 2000® Index
Source: Bloomberg
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Historical Performance of the VanEck® Gold Miners ETF
Source: Bloomberg
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the NASDAQ-100 Index®, the Russell 2000® Index and the VanEck® Gold
Miners ETF
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