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424B2 Filing
JPMorgan Chase & Co. (JPM) 424B2Prospectus for primary offering
Filed: 16 Jul 24, 12:50pm
July 12, 2024 | Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) |
JPMorgan Chase Financial Company LLC Structured Investments $933,000 Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index due September 17, 2025 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a capped return of 2.00 times any appreciation (with a Maximum Upside Return of 11.25%) of the Russell 2000® Index at maturity. ●The notes are also designed for investors who seek a capped, unleveraged return equal to the absolute value of any depreciation of the Russell 2000® Index at maturity (up to 15.00%) if the Final Value is greater than or equal to 85.00% of the Initial Value, which we refer to as the Barrier Amount. ●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all 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. ●Minimum denominations of $1,000 and integral multiples thereof ●The notes priced on July 12, 2024 and are expected to settle on or about July 17, 2024. ●CUSIP: 48135PCK5 |
| Price to Public (1) | Fees and Commissions (2) | Proceeds to Issuer |
Per note | $1,000 | $20 | $980 |
Total | $933,000 | $18,660 | $914,340 |
(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 of $20.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. 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 Russell 2000® Index (Bloomberg ticker: RTY) Maximum Upside Return: 11.25% (corresponding to a maximum payment at maturity of $1,112.50 per $1,000 principal amount note if the Index Return is positive) Upside Leverage Factor: 2.00 Barrier Amount: 85.00% of the Initial Value, which is 1,826.02695 Pricing Date: July 12, 2024 Original Issue Date (Settlement Date): On or about July 17, 2024 Observation Date*: September 12, 2025 Maturity Date*: September 17, 2025 * 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, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 × Index Return × Upside Leverage Factor), subject to the Maximum Upside Return If the Final Value is equal to the Initial Value or is less than the Initial Value but greater than or equal to the Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 × Absolute Index Return) This payout formula results in an effective cap of 15.00% on your return at maturity if the Index Return is negative. Under these limited circumstances, your maximum payment at maturity is $1,150.00 per $1,000 principal amount note. If the Final Value is less than the Barrier Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 × Index Return) If the Final Value is less than the Barrier Amount, you will lose more than 15.00% of your principal amount at maturity and could lose all of your principal amount at maturity. Absolute Index Return: The absolute value of the Index Return. For example, if the Index Return is -5%, the Absolute Index Return will equal 5%. Index Return: (Final Value – Initial Value) Initial Value Initial Value: The closing level of the Index on the Pricing Date, which was 2,148.267 Final Value: The closing level of the Index on the Observation Date |
PS-1 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
Final Value | Index Return | Absolute Index Return | Total Return on the Notes | Payment at Maturity |
180.000 | 80.000% | N/A | 11.25% | $1,112.50 |
165.000 | 65.000% | N/A | 11.25% | $1,112.50 |
150.000 | 50.000% | N/A | 11.25% | $1,112.50 |
140.000 | 40.000% | N/A | 11.25% | $1,112.50 |
130.000 | 30.000% | N/A | 11.25% | $1,112.50 |
120.000 | 20.000% | N/A | 11.25% | $1,112.50 |
110.000 | 10.000% | N/A | 11.25% | $1,112.50 |
105.625 | 5.625% | N/A | 11.25% | $1,112.50 |
105.000 | 5.000% | N/A | 10.00% | $1,100.00 |
101.000 | 1.000% | N/A | 2.00% | $1,020.00 |
100.000 | 0.000% | 0.00% | 0.00% | $1,000.00 |
95.000 | -5.000% | 5.00% | 5.00% | $1,050.00 |
90.000 | -10.000% | 10.00% | 10.00% | $1,100.00 |
85.000 | -15.000% | 15.00% | 15.00% | $1,150.00 |
84.990 | -15.010% | N/A | -15.01% | $849.90 |
80.000 | -20.000% | N/A | -20.00% | $800.00 |
70.000 | -30.000% | N/A | -30.00% | $700.00 |
60.000 | -40.000% | N/A | -40.00% | $600.00 |
50.000 | -50.000% | N/A | -50.00% | $500.00 |
40.000 | -60.000% | N/A | -60.00% | $400.00 |
30.000 | -70.000% | N/A | -70.00% | $300.00 |
20.000 | -80.000% | N/A | -80.00% | $200.00 |
10.000 | -90.000% | N/A | -90.00% | $100.00 |
0.000 | -100.000% | N/A | -100.00% | $0.00 |
PS-2 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
PS-3 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
PS-4 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
PS-5 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
Historical Performance of the Russell 2000® Index Source: Bloomberg |
PS-6 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
PS-7 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |
PS-8 | Structured Investments | |
Capped Dual Directional Accelerated Barrier Notes Linked to the Russell 2000® Index |