Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The SPDR® S&P® Regional Banking ETF (Bloomberg ticker:
KRE) and the VanEck® Semiconductor ETF (Bloomberg ticker: SMH)
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of each Fund 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
$7.7083 (equivalent to a Contingent Interest Rate of at least 9.25% per
annum, payable at a rate of at least 0.77083% per month) (to be
provided in the pricing supplement).
If the closing price of one share of either Fund 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 9.25% per annum, payable at a rate
of at least 0.77083% per month (to be provided in the pricing
supplement)
Interest Barrier: With respect to each Fund, 75.00% of its Initial Value
Buffer Threshold: With respect to each Fund, 80.00% of its Initial
Value
Buffer Amount: 20.00%
Pricing Date: On or about January 17, 2025
Original Issue Date (Settlement Date): On or about January 23, 2025
Review Dates*: February 18, 2025, March 17, 2025, April 17, 2025,
May 19, 2025, June 17, 2025, July 17, 2025, August 18, 2025,
September 17, 2025, October 17, 2025, November 17, 2025, December
17, 2025, January 20, 2026, February 17, 2026, March 17, 2026, April
17, 2026, May 18, 2026, June 17, 2026, July 17, 2026, August 17,
2026, September 17, 2026, October 19, 2026, November 17, 2026,
December 17, 2026, January 19, 2027, February 17, 2027, March 17,
2027, April 19, 2027, May 17, 2027, June 17, 2027, July 19, 2027,
August 17, 2027, September 17, 2027 and October 18, 2027 (final
Review Date)
Interest Payment Dates*: February 21, 2025, March 20, 2025, April
23, 2025, May 22, 2025, June 23, 2025, July 22, 2025, August 21,
2025, September 22, 2025, October 22, 2025, November 20, 2025,
December 22, 2025, January 23, 2026, February 20, 2026, March 20,
2026, April 22, 2026, May 21, 2026, June 23, 2026, July 22, 2026,
August 20, 2026, September 22, 2026, October 22, 2026, November
20, 2026, December 22, 2026, January 22, 2027, February 22, 2027,
March 22, 2027, April 22, 2027, May 20, 2027, June 23, 2027, July 22,
2027, August 20, 2027, September 22, 2027 and the Maturity Date
Maturity Date*: October 21, 2027
Call Settlement Date*: If the notes are automatically called on any
Review Date (other than the first through 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
Automatic Call:
If the closing price of one share of each Fund on any Review Date
(other than the first through 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 Fund is greater than or equal to its Buffer Threshold, 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 Fund is less than its Buffer Threshold, your payment at maturity
per $1,000 principal amount note, in addition to any Contingent Interest
Payment, will be calculated as follows:
$1,000 + [$1,000 × (Lesser Performing Fund Return + Buffer Amount)]
If the notes have not been automatically called and the Final Value of
either Fund is less than its Buffer Threshold, you will lose some or most
of your principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser Performing Fund
Return
Lesser Performing Fund Return: The lower of the Fund Returns of
the Funds
Fund Return:
With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of one share
of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of one share
of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the Share
Adjustment Factor is referenced in determining the closing price of one
share of that Fund and is set equal to 1.0 on the Pricing Date. The
Share Adjustment Factor of each Fund is subject to adjustment upon
the occurrence of certain events affecting that Fund. See “The
Underlyings — Funds — Anti-Dilution Adjustments” in the
accompanying product supplement for further information.