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 Common
Stock of NVIDIA Corporation due November 18, 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 the Reference Stock is greater than or equal to 55.00% of the Initial Value, which we refer to as
the Interest Barrier.
●The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (other than
the first, second, third, fourth, fifth and final Review Dates) is greater than or equal to the Initial Value.
●The earliest date on which an automatic call may be initiated is November 13, 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.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes are expected to price on or about May 13, 2024 and are expected to settle on or about May 16, 2024.
●CUSIP: 48135MHY7
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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 $25.00 per $1,000 principal
amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
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Key Terms
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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 Stock: The common stock of NVIDIA Corporation,
par value $0.001 per share (Bloomberg ticker: NVDA). We refer
to NVIDIA Corporation as “NVIDIA”.
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 $12.75 (equivalent to a Contingent Interest Rate of at least
15.30% per annum, payable at a rate of at least 1.275% per
month) (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 15.30% per annum, payable
at a rate of at least 1.275% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: 55.00% of the Initial Value
Pricing Date: On or about May 13, 2024
Original Issue Date (Settlement Date): On or about May 16,
2024
Review Dates*: June 13, 2024, July 15, 2024, August 13, 2024,
September 13, 2024, October 14, 2024, November 13, 2024,
December 13, 2024, January 13, 2025, February 13, 2025,
March 13, 2025, April 14, 2025, May 13, 2025, June 13, 2025,
July 14, 2025, August 13, 2025, September 15, 2025, October
13, 2025, November 13, 2025, December 15, 2025, January 13,
2026, February 13, 2026, March 13, 2026, April 13, 2026, May
13, 2026, June 15, 2026, July 13, 2026, August 13, 2026,
September 14, 2026, October 13, 2026 and November 13, 2026
(final Review Date)
Interest Payment Dates*: June 18, 2024, July 18, 2024, August
16, 2024, September 18, 2024, October 17, 2024, November
18, 2024, December 18, 2024, January 16, 2025, February 19,
2025, March 18, 2025, April 17, 2025, May 16, 2025, June 18,
2025, July 17, 2025, August 18, 2025, September 18, 2025,
October 16, 2025, November 18, 2025, December 18, 2025,
January 16, 2026, February 19, 2026, March 18, 2026, April 16,
2026, May 18, 2026, June 18, 2026, July 16, 2026, August 18,
2026, September 17, 2026, October 16, 2026 and the Maturity
Date
Maturity Date*: November 18, 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 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, second, third, fourth, fifth and
final Review Dates) is greater than or equal to the 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 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 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
45.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Stock Return:
(Final Value – Initial Value)
Initial Value
Initial Value: 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 Pricing 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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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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Supplemental Terms of the Notes
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How the Notes Work
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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30
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$382.50
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29
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$369.75
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28
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$357.00
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27
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$344.25
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26
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$331.50
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25
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$318.75
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24
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$306.00
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23
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$293.25
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22
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$280.50
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21
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$267.75
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20
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$255.00
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19
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$242.25
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18
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$229.50
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17
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$216.75
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16
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$204.00
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15
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$191.25
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14
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$178.50
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13
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$165.75
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12
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$153.00
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11
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$140.25
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10
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$127.50
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9
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$114.75
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8
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$102.00
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7
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$89.25
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6
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$76.50
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5
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$63.75
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4
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$51.00
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3
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$38.25
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2
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$25.50
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1
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$12.75
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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 Common Stock of
NVIDIA Corporation
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Hypothetical Payout Examples
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Date
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Closing Price
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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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$12.75
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Second Review Date
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$110.00
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$12.75
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Third Review Date
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$110.00
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$12.75
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Fourth Review Date
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$105.00
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$12.75
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Fifth Review Date
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$110.00
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$12.75
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Sixth Review Date
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$120.00
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$1,012.75
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Total Payment
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$1,076.50 (7.65% return)
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Date
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Closing Price
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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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$12.75
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Second Review Date
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$85.00
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$12.75
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Third through
Twenty-Ninth 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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$1,012.75
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Total Payment
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$1,038.25 (3.825% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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Date
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Closing Price
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Payment (per $1,000 principal amount note)
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First Review Date
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$45.00
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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
Twenty-Ninth 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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$45.00
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$450.00
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Total Payment
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$450.00 (-55.00% return)
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Selected Risk Considerations
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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The Reference Stock
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Historical Performance of NVIDIA Corporation
Source: Bloomberg
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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Tax Treatment
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The Estimated Value of the Notes
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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Secondary Market Prices of the Notes
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Supplemental Use of Proceeds
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Additional Terms Specific to the Notes
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Common Stock of
NVIDIA Corporation
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