04/23/2024 | Press release | Distributed by Public on 04/23/2024 12:33
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
$907,000
Callable Contingent Interest Notes Linked to the Least
Performing of the Russell 2000® Index, the S&P 500®
Index and the VanEck® Gold Miners ETF due October
23, 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 Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners ETF, which we refer to as
the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.
●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates).
●The earliest date on which the notes may be redeemed early is July 24, 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 19, 2024 and are expected to settle on or about April 24, 2024.
●CUSIP: 48134XJ63
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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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$22.25
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$977.75
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Total
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$907,000
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$20,180.75
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$886,819.25
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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
$22.25 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 Russell 2000® Index (Bloomberg ticker: RTY)
and the S&P 500® Index (Bloomberg ticker: SPX) (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 previously redeemed early 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 $7.6667
(equivalent to a Contingent Interest Rate of 9.20% per annum,
payable at a rate of 0.76667% 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: 9.20% per annum, payable at a rate
of 0.76667% per month
Interest Barrier:With respect to each Underlying, 70.00% of its
Initial Value, which is 1,363.3592 for the Russell 2000® Index,
3,477.061 for the S&P 500® Index and $23.849 for the VanEck®
Gold Miners ETF
Trigger Value:With respect to each Underlying, 60.00% of its
Initial Value, which is 1,168.5936 for the Russell 2000® Index,
2,980.338 for the S&P 500® Index and $20.442 for the VanEck®
Gold Miners ETF
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 and October 20, 2025 (the "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 and the Maturity Date
Maturity Date*: October 23, 2025
*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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Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates) at a price, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The Depository Trust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemed early.
Payment at Maturity:
If the notes have not been redeemed early 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, if any, applicable to the final
Review Date.
If the notes have not been redeemed early 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 redeemed early and the Final Value
of any Underlying is less than its Trigger Value, you will lose
more than 40.00% 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 1,947.656 for
the Russell 2000® Index, 4,967.23 for the S&P 500® Index and
$34.07 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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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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PS-2 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® 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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$138.0000
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17
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$130.3333
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16
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$122.6667
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15
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$115.0000
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14
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$107.3333
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13
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$99.6667
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12
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$92.0000
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11
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$84.3333
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10
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$76.6667
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9
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$69.0000
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8
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$61.3333
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7
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$53.6667
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6
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$46.0000
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5
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$38.3333
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4
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$30.6667
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3
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$23.0000
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2
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$15.3333
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1
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$7.6667
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0
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$0.0000
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PS-3 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® 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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95.00
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$7.6667
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Second Review Date
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85.00
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$7.6667
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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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$1,007.6667
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Total Payment
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$1,023.00 (2.30% 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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$7.6667
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Second Review Date
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85.00
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$7.6667
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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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60.00
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$1,000.00
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Total Payment
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$1,015.3333 (1.53333% 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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55.00
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$0
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Second Review Date
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50.00
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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-4 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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PS-5 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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PS-6 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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PS-7 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® 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 S&P 500® Index
Source: Bloomberg
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PS-8 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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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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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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PS-10 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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PS-11 | Structured Investments
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Callable Contingent Interest Notes Linked to the Least Performing of the
Russell 2000® Index, the S&P 500® Index and the VanEck® Gold Miners
ETF
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