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424B2 Filing
JPMorgan Chase & Co. (JPM) 424B2Prospectus for primary offering
Filed: 2 Jul 24, 3:46pm
July , 2024 | Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC Structured Investments Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index due August 5, 2026 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of at least 1.18 times any appreciation, or a capped, unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 10.00%), of the lesser performing of the Russell 2000® Index and the S&P 500® Index, which we refer to as the Indices, at maturity. ●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00% of their principal amount 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. ●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the performance of each of the Indices individually, as described below. ●Minimum denominations of $1,000 and integral multiples thereof ●The notes are expected to price on or about July 31, 2024 and are expected to settle on or about August 5, 2024. ●CUSIP: 48135PAX9 |
| Price to Public (1) | Fees and Commissions (2) | Proceeds to Issuer |
Per note | $1,000 | $ | $ |
Total | $ | $ | $ |
(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 $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. Indices: The Russell 2000® Index (Bloomberg ticker: RTY) and the S&P 500® Index (Bloomberg ticker: SPX) (each an “Index” and collectively, the “Indices”) Upside Leverage Factor: At least 1.18 (to be provided in the pricing supplement) Buffer Amount: 10.00% Pricing Date: On or about July 31, 2024 Original Issue Date (Settlement Date): On or about August 5, 2024 Observation Date*: July 31, 2026 Maturity Date*: August 5, 2026 * 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 | Payment at Maturity: If the Final Value of each Index is greater than its Initial Value, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 × Lesser Performing Index Return × Upside Leverage Factor) If (i) the Final Value of one Index is greater than its Initial Value and the Final Value of the other Index is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount or (ii) the Final Value of each Index is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 × Absolute Index Return of the Lesser Performing Index) This payout formula results in an effective cap of 10.00% on your return at maturity if the Lesser Performing Index Return is negative. Under these limited circumstances, your maximum payment at maturity is $1,100.00 per $1,000 principal amount note. If the Final Value of either Index is less than its Initial Value by more than the Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + [$1,000 × (Lesser Performing Index Return + Buffer Amount)] If the Final Value of either Index is less than its Initial Value by more than the Buffer Amount, you will lose some or most of your principal amount at maturity. Absolute Index Return: With respect to each Index, the absolute value of its Index Return. For example, if the Index Return of an Index is -5%, its Absolute Index Return will equal 5%. Lesser Performing Index: The Index with the Lesser Performing Index Return Lesser Performing Index Return: The lower of the Index Returns of the Indices Index Return: With respect to each Index, (Final Value – Initial Value) Initial Value Initial Value: With respect to each Index, the closing level of that Index on the Pricing Date Final Value: With respect to each Index, the closing level of that Index on the Observation Date |
PS-1 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
Final Value of the Lesser Performing Index | Lesser Performing Index Return | Absolute Index Return of the Lesser Performing Index | Total Return on the Notes | Payment at Maturity |
180.00 | 80.00% | N/A | 94.40% | $1,944.00 |
165.00 | 65.00% | N/A | 76.70% | $1,767.00 |
150.00 | 50.00% | N/A | 59.00% | $1,590.00 |
140.00 | 40.00% | N/A | 47.20% | $1,472.00 |
130.00 | 30.00% | N/A | 35.40% | $1,354.00 |
120.00 | 20.00% | N/A | 23.60% | $1,236.00 |
110.00 | 10.00% | N/A | 11.80% | $1,118.00 |
105.00 | 5.00% | N/A | 5.90% | $1,059.00 |
101.00 | 1.00% | N/A | 1.18% | $1,011.80 |
100.00 | 0.00% | 0.00% | 0.00% | $1,000.00 |
95.00 | -5.00% | 5.00% | 5.00% | $1,050.00 |
90.00 | -10.00% | 10.00% | 10.00% | $1,100.00 |
85.00 | -15.00% | N/A | -5.00% | $950.00 |
80.00 | -20.00% | N/A | -10.00% | $900.00 |
70.00 | -30.00% | N/A | -20.00% | $800.00 |
60.00 | -40.00% | N/A | -30.00% | $700.00 |
50.00 | -50.00% | N/A | -40.00% | $600.00 |
40.00 | -60.00% | N/A | -50.00% | $500.00 |
30.00 | -70.00% | N/A | -60.00% | $400.00 |
20.00 | -80.00% | N/A | -70.00% | $300.00 |
10.00 | -90.00% | N/A | -80.00% | $200.00 |
0.00 | -100.00% | N/A | -90.00% | $100.00 |
PS-2 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
PS-3 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
PS-4 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
PS-5 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
Historical Performance of the Russell 2000® Index Source: Bloomberg |
Historical Performance of the S&P 500® Index Source: Bloomberg |
PS-6 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
PS-7 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
PS-8 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |
PS-9 | Structured Investments | |
Uncapped Dual Directional Buffered Return Enhanced Notes Linked to the Lesser Performing of the Russell 2000® Index and the S&P 500® Index |