Issuer: JPMorgan Chase Financial Company LLC, an indirect,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The NASDAQ-100 Index® (Bloomberg ticker:
NDX) and the Russell 2000® Index (Bloomberg ticker: RTY)
(each an “Index” and collectively, the “Indices”) and the
VanEck® Gold Miners ETF (Bloomberg ticker: GDX) (the
“Fund”) (each of the Indices and the Fund, an “Underlying” and
collectively, the “Underlyings”)
Contingent Interest Payments:
If the notes have not been automatically called and the closing
value of each Underlying 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
$9.7083 (equivalent to a Contingent Interest Rate of at least
11.65% per annum, payable at a rate of at least 0.97083% per
month) (to be provided in the pricing supplement).
If the closing value of any Underlying 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 11.65% per annum,
payable at a rate of at least 0.97083% per month (to be
provided in the pricing supplement)
Interest Barrier/Trigger Value: With respect to each
Underlying, 50.00% of its Initial Value
Pricing Date: On or about March 31, 2023
Original Issue Date (Settlement Date): On or about April 5,
2023
Review Dates*: May 1, 2023, May 31, 2023, June 30, 2023,
July 31, 2023, August 31, 2023, October 2, 2023, October 31,
2023, November 30, 2023, January 2, 2024, January 31,
2024, February 29, 2024, April 1, 2024, April 30, 2024, May
31, 2024, July 1, 2024, July 31, 2024, September 3, 2024 and
September 30, 2024 (final Review Date)
Interest Payment Dates*: May 4, 2023, June 5, 2023, July 6,
2023, August 3, 2023, September 6, 2023, October 5, 2023,
November 3, 2023, December 5, 2023, January 5, 2024,
February 5, 2024, March 5, 2024, April 4, 2024, May 3, 2024,
June 5, 2024, July 5, 2024, August 5, 2024, September 6,
2024 and the Maturity Date
Maturity Date*: October 3, 2024
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second 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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Automatic Call:
If the closing value of each Underlying on any Review Date
(other than the first, second 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 Underlying is greater than or equal to its Trigger
Value, 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 any Underlying is less than its Trigger Value, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been automatically called and the Final
Value of any Underlying is less than its Trigger Value, you will
lose more than 50.00% of your principal amount at maturity
and could lose all of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return: With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing
value of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing
value of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See “The Underlyings – Funds –
Anti-Dilution Adjustments” in the accompanying product
supplement for further information.
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