04/23/2024 | Press release | Distributed by Public on 04/23/2024 12:38
April 19, 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
$939,000
Auto Callable Contingent Interest Notes Linked to the Lesser
Performing of the Common Stock of Advanced Micro Devices, Inc.
and the Common Stock of Occidental Petroleum Corporation due
April 23, 2026
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 price of one share of each of the Reference Stocks 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 price of one share of each Reference Stock on any Review Date (other
than the first, second, third, fourth, fifth 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 October 21, 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 Reference Stocks. Payments on the notes are linked to the
performance of each of the Reference Stocks individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes priced on April 19, 2024 and are expected to settle on or about April 24, 2024.
●CUSIP:48134XPH2
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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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$30
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$970
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Total
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$939,000
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$28,170
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$910,830
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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
$30.00 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.
Reference Stocks:As specified under "Key Terms Relating to
the Reference Stocks" in this pricing supplement
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of each Reference Stock 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 $10.50
(equivalent to a Contingent Interest Rate of 12.60% per annum,
payable at a rate of 1.05% per month).
If the closing price of one share of either Reference Stock 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: 12.60% per annum, payable at a
rate of 1.05% per month
Interest Barrier/Trigger Value: With respect to each Reference
Stock, 50.00% of its Initial Value, as specified under "Key Terms
Relating to the Reference Stocks" in this pricing supplement
Pricing Date: April 19, 2024
Original Issue Date (Settlement Date): On or about April 24,
2024
Review Dates*: May 20, 2024, June 20, 2024, July 19, 2024,
August 19, 2024, September 19, 2024, October 21, 2024,
November 19, 2024, December 19, 2024, January 21, 2025,
February 19, 2025, March 19, 2025, April 21, 2025, May 19,
2025, June 20, 2025, July 21, 2025, August 19, 2025,
September 19, 2025, October 20, 2025, November 19, 2025,
December 19, 2025, January 20, 2026, February 19, 2026,
March 19, 2026 and April 20, 2026 (final Review Date)
Interest Payment Dates*: May 23, 2024, June 25, 2024, July
24, 2024, August 22, 2024, September 24, 2024, October 24,
2024, November 22, 2024, December 24, 2024, January 24,
2025, February 24, 2025, March 24, 2025, April 24, 2025, May
22, 2025, June 25, 2025, July 24, 2025, August 22, 2025,
September 24, 2025, October 23, 2025, November 24, 2025,
December 24, 2025, January 23, 2026, February 24, 2026,
March 24, 2026 and the Maturity Date
Maturity Date*: April 23, 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 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 price of one share of each Reference Stock on any
Review Date (other than the first, second, third, fourth, fifth 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 Reference Stock 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 either Reference Stock 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 × Lesser Performing Stock Return)
If the notes have not been automatically called and the Final
Value of either Reference Stock 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.
Lesser Performing Reference Stock:The Reference Stock
with the Lesser Performing Stock Return
Lesser Performing Stock Return:The lower of the Stock
Returns of the Reference Stocks
Stock Return:With respect to each Reference Stock,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date,
as specified under "Key Terms Relating to the Reference
Stocks" in this pricing supplement
Final Value:With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of
each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that 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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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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Reference Stock
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Bloomberg
Ticker Symbol
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Initial Value
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Interest Barrier
/ Trigger Value
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Common stock of Advanced Micro Devices, Inc., par value $0.01
per share
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AMD
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$146.64
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$73.32
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Common stock of Occidental Petroleum Corporation, par value
$0.20 per share
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OXY
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$66.63
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$33.315
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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24
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$252.00
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23
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$241.50
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22
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$231.00
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21
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$220.50
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20
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$210.00
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19
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$199.50
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18
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$189.00
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17
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$178.50
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16
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$168.00
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15
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$157.50
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14
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$147.00
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13
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$136.50
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12
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$126.00
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11
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$115.50
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10
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$105.00
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9
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$94.50
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8
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$84.00
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7
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$73.50
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6
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$63.00
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5
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$52.50
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4
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$42.00
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3
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$31.50
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2
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$21.00
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1
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$10.50
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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 Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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Date
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Closing Price of One
Share of Lesser
Performing Reference
Stock
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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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$10.50
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Second Review Date
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$110.00
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$10.50
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Third Review Date
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$110.00
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$10.50
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Fourth Review Date
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$105.00
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$10.50
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Fifth Review Date
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$110.00
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$10.50
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Sixth Review Date
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$120.00
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$1,010.50
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Total Payment
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$1,063.00 (6.30% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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Date
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Closing Price of One
Share of Lesser
Performing Reference
Stock
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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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$10.50
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Second Review Date
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$85.00
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$10.50
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Third through
Twenty-Third 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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$1,010.50
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Total Payment
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$1,031.50 (3.15% return)
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Date
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Closing Price of One
Share of Lesser
Performing Reference
Stock
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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
Twenty-Third 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 Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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Reference Stock
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Bloomberg
Ticker Symbol
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Relevant Exchange
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SEC File Number
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Closing Price on
April 19, 2024
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Common stock of Advanced Micro Devices, Inc.,
par value $0.01 per share
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AMD
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The NASDAQ Stock
Market
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001-07882
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$146.64
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Common stock of Occidental Petroleum
Corporation, par value $0.20 per share
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OXY
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New York Stock
Exchange
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001-09210
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$66.63
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Historical Performance of Advanced Micro Devices, Inc.
Source: Bloomberg
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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Historical Performance of Occidental Petroleum Corporation
Source: Bloomberg
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Lesser Performing of
the Common Stock of Advanced Micro Devices, Inc. and the Common Stock
of Occidental Petroleum Corporation
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