May , 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
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Nasdaq-100® Technology Sector IndexSM, the
Russell 2000® Index and the Utilities Select Sector SPDR® Fund
due April 14, 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 value of each of the Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and the Utilities Select Sector
SPDR® Fund, 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 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 August 9, 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 are expected to price on or about May 9, 2024 and are expected to settle on or about May 14, 2024.
●CUSIP: 48135MHS0
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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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$1,000
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$
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$
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Total
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$
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$
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$
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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 it
receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $22.25 per $1,000 principal
amount note. 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® Technology Sector IndexSM
(Bloomberg ticker: NDXT) and the Russell 2000® Index
(Bloomberg ticker: RTY) (each an “Index” and collectively, the
“Indices”) and the Utilities Select Sector SPDR® Fund
(Bloomberg ticker: XLU) (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 at least $6.6667
(equivalent to a Contingent Interest Rate of at least 8.00% per
annum, payable at a rate of at least 0.66667% per month) (to be
provided in the pricing supplement).
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: At least 8.00% per annum, payable
at a rate of at least 0.66667% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each
Underlying, 70.00% of its Initial Value
Pricing Date: On or about May 9, 2024
Original Issue Date (Settlement Date): On or about May 14,
2024
Review Dates*: June 10, 2024, July 9, 2024, August 9, 2024,
September 9, 2024, October 9, 2024, November 11, 2024,
December 9, 2024, January 9, 2025, February 10, 2025, March
10, 2025, April 9, 2025, May 9, 2025, June 9, 2025, July 9,
2025, August 11, 2025, September 9, 2025, October 9, 2025,
November 10, 2025, December 9, 2025, January 9, 2026,
February 9, 2026, March 9, 2026 and April 9, 2026 (final Review
Date)
Interest Payment Dates*: June 13, 2024, July 12, 2024, August
14, 2024, September 12, 2024, October 15, 2024, November
14, 2024, December 12, 2024, January 14, 2025, February 13,
2025, March 13, 2025, April 14, 2025, May 14, 2025, June 12,
2025, July 14, 2025, August 14, 2025, September 12, 2025,
October 15, 2025, November 14, 2025, December 12, 2025,
January 14, 2026, February 12, 2026, March 12, 2026 and the
Maturity Date
Maturity Date*: April 14, 2026
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 30.00% 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
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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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23
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$153.3333
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22
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$146.6667
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21
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$140.0000
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20
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$133.3333
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19
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$126.6667
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18
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$120.0000
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17
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$113.3333
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16
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$106.6667
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15
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$100.0000
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14
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$93.3333
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13
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$86.6667
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12
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$80.0000
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11
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$73.3333
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10
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$66.6667
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9
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$60.0000
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8
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$53.3333
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7
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$46.6667
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6
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$40.0000
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5
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$33.3333
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4
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$26.6667
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3
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$20.0000
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2
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$13.3333
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1
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$6.6667
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0
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$0.0000
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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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$6.6667
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Second Review Date
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110.00
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$6.6667
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Third Review Date
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110.00
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$1,006.6667
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Total Payment
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$1,020.00 (2.00% 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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$6.6667
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Second Review Date
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85.00
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$6.6667
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Third through
Twenty-Second 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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$1,006.6667
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Total Payment
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$1,020.00 (2.00% 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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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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60.00
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$0
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Second Review Date
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65.00
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$0
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Third through
Twenty-Second 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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$600.00
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Total Payment
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$600.00 (-40.00% 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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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Historical Performance of the Nasdaq-100® Technology Sector IndexSM
Source: Bloomberg
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Historical Performance of the Russell 2000® Index
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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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Historical Performance of the Utilities Select Sector SPDR® Fund
Source: Bloomberg
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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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® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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(1)
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“Index Market Value” shall be calculated as follows:
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“Index Security” shall mean a security that has been selected for membership in the Nasdaq-100® Technology Sector IndexSM,
having met all applicable eligibility requirements.
n = Number of Index Securities included in the Nasdaq-100® Technology Sector IndexSM
qi = Number of shares of Index Security i applied in the Nasdaq-100® Technology Sector IndexSM.
pi = Price in quote currency of Index Security i. Depending on the time of the calculation, the price can be either of the following:
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PS-13 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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a.
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The Start of Day (SOD) price which is the previous index calculation day’s (t-1) closing price for Index Security i adjusted
for corporate action(s) occurring prior to market open on date t, if any, for the SOD calculation only;
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b.
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The intraday price which reflects the current trading price received from the Nasdaq during the index calculation day;
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c.
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The End of Day (EOD) price refers to the Last Sale Price, which refers to the last regular-way trade reported on Nasdaq; or
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d.
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The Volume Weighted Average Price (VWAP)
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t = current index calculation day
t-1 = current index calculation day
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(2)
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“PR Index Divisor” should be calculated as follows:
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PS-14 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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PS-15 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Nasdaq-100® Technology Sector IndexSM, the Russell 2000® Index and
the Utilities Select Sector SPDR® Fund
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