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424B2 Filing
JPMorgan Chase & Co. (JPM) 424B2Prospectus for primary offering
Filed: 2 Jul 24, 2:51pm
June 28, 2024 | Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC Structured Investments $493,000 Capped Notes Linked to the Dow Jones Industrial AverageTM due July 1, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek exposure to any appreciation of the Dow Jones Industrial AverageTM over the term of the notes up to a maximum return of 35.60% at maturity. ●Investors should be willing to forgo interest and dividend payments, while seeking repayment of at least 95.00% of principal at maturity. ●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 priced on June 28, 2024 and are expected to settle on or about July 3, 2024. ●CUSIP: 48135M2X5 |
| Price to Public (1) | Fees and Commissions (2) | Proceeds to Issuer |
Per note | $1,000 | $7.1765 | $992.8235 |
Total | $493,000 | $3,538 | $489,462 |
(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. These selling commissions will vary and will be up to $10.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. |
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor: JPMorgan Chase & Co. Index: The Dow Jones Industrial AverageTM (Bloomberg ticker: INDU) Participation Rate: 100.00% Maximum Amount: $356.00 per $1,000 principal amount note Pricing Date: June 28, 2024 Original Issue Date (Settlement Date): On or about July 3, 2024 Observation Date*: June 28, 2027 Maturity Date*: July 1, 2027 * 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 | Payment at Maturity: If the Final Value is greater than the Initial Value, at maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which will not be greater than the Maximum Amount. If the Final Value is equal to or less than the Initial Value, your payment at maturity will be calculated as follows: $1,000 + ($1,000 × Index Return) In no event, however, will the payment at maturity be less than $950.00 per $1,000 principal amount note. If the Final Value is less than the Initial Value, you will lose up to 5.00% of your principal amount at maturity. You are entitled to repayment of at least $950.00 per $1,000 principal amount note at maturity, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. Additional Amount: The Additional Amount payable at maturity per $1,000 principal amount note will equal: $1,000 × Index Return × Participation Rate, provided that the Additional Amount will not be greater than the Maximum Amount. Index Return: (Final Value – Initial Value) Initial Value Initial Value: The closing level of the Index on the Pricing Date, which was 39,118.86 Final Value: The closing level of the Index on the Observation Date |
PS-1 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
Final Value | Index Return | Additional Amount | Payment at Maturity |
200.00 | 100.00% | $356.00 | $1,356.00 |
190.00 | 90.00% | $356.00 | $1,356.00 |
180.00 | 80.00% | $356.00 | $1,356.00 |
170.00 | 70.00% | $356.00 | $1,356.00 |
160.00 | 60.00% | $356.00 | $1,356.00 |
150.00 | 50.00% | $356.00 | $1,356.00 |
140.00 | 40.00% | $356.00 | $1,356.00 |
135.60 | 35.60% | $356.00 | $1,356.00 |
130.00 | 30.00% | $300.00 | $1,300.00 |
120.00 | 20.00% | $200.00 | $1,200.00 |
110.00 | 10.00% | $100.00 | $1,100.00 |
105.00 | 5.00% | $50.00 | $1,050.00 |
101.00 | 1.00% | $10.00 | $1,010.00 |
100.00 | 0.00% | N/A | $1,000.00 |
99.00 | -1.00% | N/A | $990.00 |
97.50 | -2.50% | N/A | $975.00 |
95.00 | -5.00% | N/A | $950.00 |
90.00 | -10.00% | N/A | $950.00 |
80.00 | -20.00% | N/A | $950.00 |
70.00 | -30.00% | N/A | $950.00 |
60.00 | -40.00% | N/A | $950.00 |
50.00 | -50.00% | N/A | $950.00 |
40.00 | -60.00% | N/A | $950.00 |
30.00 | -70.00% | N/A | $950.00 |
20.00 | -80.00% | N/A | $950.00 |
10.00 | -90.00% | N/A | $950.00 |
0.00 | -100.00% | N/A | $950.00 |
PS-2 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
| Note Payoff at Maturity | ············ | Index Performance | ||
| |||||
Index Return |
PS-3 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
PS-4 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
PS-5 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
Historical Performance of the Dow Jones Industrial Average™ Source: Bloomberg |
PS-6 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
Calendar Period | Accrued OID During Calendar Period (Per $1,000 Principal Amount Note) | Total Accrued OID from Original Issue Date (Per $1,000 Principal Amount Note) as of End of Calendar Period | |
Original Issue Date through December 31, 2024... | $27.09 | $27.09 | |
January 1, 2025 through December 31, 2025... | $57.38 | $84.47 | |
January 1, 2026 through December 31, 2026... | $60.58 | $145.05 | |
January 1, 2027 through July 1, 2027... | $31.73 | $176.78 |
The comparable yield and projected payment schedule are determined solely to calculate the amount on which you will be taxed with respect to the notes in each year and are neither a prediction nor a guarantee of what the actual yield will be. The amount you actually receive at maturity or earlier sale or exchange of your notes will affect your income for that year, as described above under “Tax Treatment.” |
PS-7 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
PS-8 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |
PS-9 | Structured Investments | |
Capped Notes Linked to the Dow Jones Industrial AverageTM |