Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The NASDAQ-100 Index® (Bloomberg ticker: NDX), the
Russell 2000® Index (Bloomberg ticker: RTY) and the S&P 500®
Index (Bloomberg ticker: SPX) (each an “Index” and collectively,
the “Indices”)
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of each Index 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 $7.9583
(equivalent to a Contingent Interest Rate of at least 9.55% per
annum, payable at a rate of at least 0.79583% per month) (to be
provided in the pricing supplement).
If the closing level of any Index 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 9.55% per annum, payable
at a rate of at least 0.79583% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each Index,
60.00% of its Initial Value
Pricing Date: On or about February 9, 2023
Original Issue Date (Settlement Date): On or about February
14, 2023
Review Dates*: March 9, 2023, April 10, 2023, May 9, 2023,
June 9, 2023, July 10, 2023, August 9, 2023, September 11,
2023, October 9, 2023, November 9, 2023, December 11, 2023,
January 9, 2024, February 9, 2024, March 11, 2024, April 9,
2024, May 9, 2024, June 10, 2024, July 9, 2024 and August 9,
2024 (final Review Date)
Interest Payment Dates*: March 14, 2023, April 13, 2023, May
12, 2023, June 14, 2023, July 13, 2023, August 14, 2023,
September 14, 2023, October 12, 2023, November 14, 2023,
December 14, 2023, January 12, 2024, February 14, 2024,
March 14, 2024, April 12, 2024, May 14, 2024, June 13, 2024,
July 12, 2024 and the Maturity Date
Maturity Date*: August 14, 2024
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 Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
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Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest 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 final Review Date
Trigger Event: A Trigger Event occurs if, on any day during the
Monitoring Period, the closing level of any Index is less than its
Trigger Value
Monitoring Period: The period from but excluding the Pricing
Date to and including the final Review Date
Automatic Call: If the closing level of each Index on any
Review Date (other than the first, second, third, fourth, 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 (i) the Final
Value of each Index is greater than or equal to its Initial Value or
(ii) a Trigger Event has not occurred, 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 (i) the Final
Value of any Index is less than its Initial Value and (ii) a Trigger
Event has occurred, 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 × Least Performing Index Return)
If the notes have not been automatically called and (i) the Final
Value of any Index is less than its Initial Value and (ii) a Trigger
Event has occurred, you will lose some or all of your principal
amount at maturity.
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