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January 31, 2024 Registration Statement Nos. 333-222672 and 333-222672-01; Rule
424(b)(2)
JPMorgan Chase Financial Company LLC
Structured InvestmentsR$1,696,000 Auto
Callable Contingent Interest❤️ Notes Linked to the Common Stock of Biogen Inc. due May 5,
2024 Fully and Unconditionally Guaranteed by JPMorgan Chase❤️ & Co. ● The notes are
designed for investors who seek a Contingent Interest Payment with respect to each
Review❤️ Date for which the closing price of one share of the Reference Stock is greater
than or equal to 55.00%❤️ of the Initial Value, which we refer to as the Interest
Barrier. ● The notes will be automatically called if❤️ the closing price of one share of
the Reference Stock on any Review Date (other than the first and final❤️ Review Dates) is
greater than or equal to the Initial Value. ● The earliest date on which an automatic
call❤️ may be initiated is July 31, 2024. ● Investors in the notes should be willing to
accept the risk of❤️ losing some or all of their principal and the risk that no
Contingent Interest Payment may be made with respect❤️ to some or all Review Dates. ●
Investors should also be willing to forgo fixed interest and dividend payments, in
❤️ exchange for the opportunity to receive Contingent Interest Payments. ● 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❤️ ofR$1,000 and integral
multiples thereof ● The notes priced on January 31, 2024 and are expected to settle on
or❤️ about February 5, 2024. ● CUSIP: 48132HUM2
Investing in the notes involves a number
of risks. See “Risk Factors” beginning on❤️ page PS-10 of the accompanying product
supplement and “Selected Risk Considerations” beginning on page PS-5 of this pricing
supplement.
Neither the❤️ Securities and Exchange Commission (the “SEC”) nor any state
securities commission has approved or disapproved of the notes or passed❤️ upon the
accuracy or the adequacy of this pricing supplement or the accompanying product
supplement, prospectus supplement and prospectus. Any❤️ representation to the contrary is
a criminal offense.
Price to Public (1) Fees and Commissions (2) Proceeds to Issuer Per
noteR$1,000R$15R$985❤️ TotalR$1,696,000R$25,440R$1,670,560 (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
ofR$15.00 perR$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.
The estimated value of the notes,❤️ when the terms of
the notes were set, wasR$952.80 perR$1,000 principal amount note. See “The Estimated
Value of the Notes”❤️ in this pricing supplement for additional information.
The notes
are not bank deposits, are not insured by the Federal Deposit Insurance❤️ Corporation or
any other governmental agency and are not obligations of, or guaranteed by, a
bank.
Pricing supplement to product supplement❤️ no. 4-I dated April 5, 2024 and the
prospectus and prospectus supplement, each dated April 5, 2024
Key Terms
Issuer:
JPMorgan Chase❤️ Financial Company LLC, an indirect, wholly owned finance subsidiary of
JPMorgan Chase & Co. Guarantor: JPMorgan Chase & Co. Reference❤️ Stock: The common stock
of Biogen Inc., par valueR$0.0005 per share (Bloomberg ticker: BIIB). We refer to
Biogen Inc. as❤️ “Biogen”. Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of❤️ the Reference Stock on any
Review Date is greater than or equal to the Interest Barrier, you will receive on❤️ the
applicable Interest Payment Date for eachR$1,000 principal amount note a Contingent
Interest Payment ofR$29.50 (equivalent to a Contingent Interest❤️ Rate of 11.80% per
annum, payable at a rate of 2.95% per quarter). If the closing price of one share❤️ of
the Reference Stock on any Review Date is less than the Interest Barrier, no Contingent
Interest Payment will be❤️ made with respect to that Review Date. Contingent Interest
Rate: 11.80% per annum, payable at a rate of 2.95% per❤️ quarter Interest Barrier/Trigger
Value: 55.00% of the Initial Value, which isR$147.8675 Pricing Date: January 31, 2024
Original Issue Date (Settlement❤️ Date): On or about February 5, 2024 Review Dates*:
April 30, 2024, July 31, 2024, November 2, 2024, February 1,❤️ 2024 and April 30, 2024
(final Review Date) Interest Payment Dates*: May 5, 2024, August 5, 2024, November 5,
2024,❤️ February 4, 2024 and the Maturity Date Maturity Date*: May 5, 2024 Call
Settlement Date*: If the notes are automatically❤️ called on any Review Date (other than
the first 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 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 Automatic Call: If the
closing price of one share of the Reference Stock on any Review❤️ Date (other than the
first and final Review Dates) is greater than or equal to the Initial Value, the notes
❤️ will be automatically called for a cash payment, for eachR$1,000 principal amount note,
equal to (a)R$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 is❤️ greater than or equal to the Initial Value or (ii) a Trigger
Event has not occurred, you will receive a❤️ cash payment at maturity, for eachR$1,000
principal amount note, equal to (a)R$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 is less than❤️ the Initial Value and (ii) a Trigger Event has
occurred, your payment at maturity perR$1,000 principal amount note, in addition❤️ to any
Contingent Interest Payment, will be calculated as follows:R$1,000 + ($1,000 × Stock
Return) If the notes have not❤️ been automatically called and (i) the Final Value is less
than the Initial Value and (ii) a Trigger Event has❤️ occurred, you will lose some or all
of your principal amount at maturity. Trigger Event: A Trigger Event occurs if,❤️ on any
day during the Monitoring Period, the closing price of one share of the Reference Stock
is less than❤️ the Trigger Value Monitoring Period: The period from but excluding the
Pricing Date to and including the final Review Date❤️ Stock Return: (Final Value –
Initial Value) Initial Value Initial Value: The closing price of one share of the
Reference❤️ Stock on the Pricing Date, which wasR$268.85 Final Value: The closing price
of one share of the Reference Stock on❤️ the final Review Date. Stock Adjustment Factor:
The Stock Adjustment Factor is referenced in determining the closing price of one❤️ share
of the Reference Stock and is set equal to 1.0 on the Pricing Date. The Stock
Adjustment Factor is❤️ subject to adjustment upon the occurrence of certain corporate
events affecting the Reference Stock. See “The Underlyings — Reference Stocks❤️ —
Anti-Dilution Adjustments” and “The Underlyings — Reference Stocks — Reorganization
Events” in the accompanying product supplement for further information.
PS-❤️ 1 |
Structured Investments Auto Callable Contingent Interest Notes Linked to the Common
Stock of Biogen Inc.
How the Notes Work
Payment❤️ in Connection with the First Review
Date
Payments in Connection with Review Dates (Other than the First and Final Review
Dates)
Payment❤️ at Maturity If the Notes Have Not Been Automatically Called
PS- 2 |
Structured Investments Auto Callable Contingent Interest Notes Linked❤️ to the Common
Stock of Biogen Inc.
Total Contingent Interest Payments
The table below illustrates the
total Contingent Interest Payments perR$1,000 principal❤️ amount note over the term of
the notes based on the Contingent Interest Rate of 11.80% per annum, depending on❤️ how
many Contingent Interest Payments are made prior to automatic call or maturity.
Number
of Contingent
Interest Payments Total Contingent Interest
Payments 5R$147.50❤️ 4R$118.00
3R$88.50 2R$59.00 1R$29.50 0R$0.00
Hypothetical Payout Examples
The following examples
illustrate payments on the notes linked to a hypothetical Reference Stock❤️ , assuming a
range of performances for the hypothetical Reference Stock on the Review Dates. The
hypothetical payments set forth❤️ below assume the following:
● an Initial Value
ofR$100.00;
● an Interest Barrier and a Trigger Value ofR$55.00 (equal to 55.00% of❤️ the
hypothetical Initial Value); and
● a Contingent Interest Rate of 11.80% per annum
(payable at a rate of 2.95% per❤️ quarter).
The hypothetical Initial Value ofR$100.00 has
been chosen for illustrative purposes only and does not represent the actual Initial
Value.
The❤️ actual Initial Value is the closing price of one share of the Reference
Stock on the Pricing Date and is❤️ specified under "Key Terms - Initial Value" in this
pricing supplement. For historical data regarding the actual closing prices of❤️ one
share of the Reference Stock, please see the historical information set forth under
“The Reference Stock” in this pricing❤️ supplement.
Each hypothetical payment set forth
below is for illustrative purposes only and may not be the actual payment applicable to
❤️ a purchaser of the notes. The numbers appearing in the following examples have been
rounded for ease of analysis.
Example 1❤️ — Notes are automatically called on the second
Review Date.
Date Closing Price Payment (perR$1,000 principal amount note) First Review
DateR$105.00R$29.50❤️ Second Review DateR$110.00R$1,029.50 Total PaymentR$1,059.00 (5.90%
return)
Because the closing price of one share of the Reference Stock on the second
❤️ Review Date is greater than or equal to the Initial Value, the notes will be
automatically called for a cash❤️ payment, for eachR$1,000 principal amount note,
ofR$1,029.50 (orR$1,000 plus the Contingent Interest Payment applicable to the second
Review Date), payable❤️ on the applicable Call Settlement Date. The notes are not
automatically callable before the second Review Date, even though the❤️ closing price of
one share of the Reference Stock on the first Review Date is greater than the Initial
Value.❤️ When added to the Contingent Interest Payment received with respect to the prior
Review Date, the total amount paid, for❤️ eachR$1,000 principal amount note,
isR$1,059.00. No further payments will be made on the notes.
PS- 3 | Structured
Investments Auto Callable❤️ Contingent Interest Notes Linked to the Common Stock of
Biogen Inc.
Example 2 — Notes have NOT been automatically called, the❤️ Final Value is
greater than or equal to the Initial Value and a Trigger Event has occurred.
Date
Closing Price Payment❤️ (perR$1,000 principal amount note) First Review
DateR$95.00R$29.50 Second Review DateR$85.00R$29.50 Third through Fourth Review Dates
Less than Interest BarrierR$0 Final❤️ Review DateR$105.00R$1,029.50 Total
PaymentR$1,088.50 (8.85% return)
Because the notes have not been automatically called
and the Final Value is greater than❤️ or equal to the Initial Value (and, therefore, the
Interest Barrier), even though a Trigger Event has occurred, the payment❤️ at maturity,
for eachR$1,000 principal amount note, will beR$1,029.50 (orR$1,000 plus the Contingent
Interest Payment applicable to the final Review❤️ Date). When added to the Contingent
Interest Payments received with respect to the prior Review Dates, the total amount
paid,❤️ for eachR$1,000 principal amount note, isR$1,088.50.
Example 3 — Notes have NOT
been automatically called, the Final Value is less than❤️ the Initial Value and a Trigger
Event has NOT occurred.
Date Closing Price Payment (perR$1,000 principal amount note)
First Review DateR$95.00R$29.50❤️ Second Review DateR$95.00R$29.50 Third through Fourth
Review Dates Greater than Interest BarrierR$29.50 Final Review DateR$55.00R$1,029.50
Total PaymentR$1,147.50 (14.75% return)
Because the❤️ notes have not been automatically
called, the Final Value is greater than or equal to the Interest Barrier and a❤️ Trigger
Event has not occurred, even though the Final Value is less than the Initial Value, the
payment at maturity,❤️ for eachR$1,000 principal amount note, will beR$1,029.50
(orR$1,000 plus the Contingent Interest Payment applicable to the final Review Date).
When❤️ added to the Contingent Interest Payments received with respect to the prior
Review Dates, the total amount paid, for eachR$1,000❤️ principal amount note,
isR$1,147.50.
Example 4 — Notes have NOT been automatically called, the Final Value is
less than the Initial❤️ Value and the Interest Barrier and a Trigger Event has
occurred.
Date Closing Price Payment (perR$1,000 principal amount note) First Review
❤️ DateR$40.00R$0 Second Review DateR$45.00R$0 Third through Fourth Review Dates Less than
Interest BarrierR$0 Final Review DateR$45.00R$450.00 Total PaymentR$450.00 (-55.00%
return)
Because❤️ the notes have not been automatically called, the Final Value of the
Reference Stock is less than the Initial Value❤️ and the Interest Barrier, a Trigger
Event has occurred and the Stock Return is -55.00%, the payment at maturity will
❤️ beR$450.00 perR$1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 ×
(-55.00%)] =R$450.00
The hypothetical returns and hypothetical payments on the❤️ notes
shown above apply only if you hold the notes for their entire term or until
automatically called. These hypotheticals❤️ do not reflect the fees or expenses that
would be associated with any sale in the secondary market. If these❤️ fees and expenses
were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
PS- 4 | Structured❤️ Investments Auto Callable Contingent Interest Notes
Linked to the Common Stock of Biogen Inc.
Selected Risk Considerations
An investment in
the notes❤️ involves significant risks. These risks are explained in more detail in the
“Risk Factors” section of the accompanying product supplement.
●❤️ YOUR INVESTMENT IN THE
NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If❤️ the
notes have not been automatically called and (i) the Final Value is less than the
Initial Value and (ii)❤️ a Trigger Event has occurred, you will lose 1% of the principal
amount of your notes for every 1% that❤️ the Final Value is less than the Initial Value.
Accordingly, under these circumstances, you will lose some or all of❤️ your principal
amount at maturity.
● THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT
PAY ANY INTEREST❤️ AT ALL —
If the notes have not been automatically called, we will make
a Contingent Interest Payment with respect to❤️ a Review Date only if the closing price
of one share of the Reference Stock on that Review Date is❤️ greater than or equal to the
Interest Barrier. If the closing price of one share of the Reference Stock on❤️ that
Review Date is less than the Interest Barrier, no Contingent Interest Payment will be
made with respect to that❤️ Review Date. Accordingly, if the closing price of one share
of the Reference Stock on each Review Date is less❤️ than the Interest Barrier, you will
not receive any interest payments over the term of the notes.
● CREDIT RISKS OF
❤️ JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and
JPMorgan Chase & Co.’s ability to pay❤️ all amounts due on the notes. Any actual or
potential change in our or JPMorgan Chase & Co.’s creditworthiness or❤️ credit spreads,
as determined by the market for taking that credit risk, is likely to adversely affect
the value of❤️ the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive❤️ any amounts owed to you under the notes and you could
lose your entire investment.
● AS A FINANCE SUBSIDIARY, JPMORGAN❤️ FINANCIAL HAS NO
INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS —
As a finance subsidiary of JPMorgan
Chase & Co., we have❤️ no independent operations beyond the issuance and administration
of our securities. Aside from the initial capital contribution from JPMorgan Chase❤️ &
Co., substantially all of our assets relate to obligations of our affiliates to make
payments under loans made by❤️ us or other intercompany agreements. As a result, we are
dependent upon payments from our affiliates to meet our obligations❤️ under the notes. If
these affiliates do not make payments to us and we fail to make payments on the❤️ notes,
you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and
that guarantee will❤️ rank pari passu with all other unsecured and unsubordinated
obligations of JPMorgan Chase & Co.
● THE APPRECIATION POTENTIAL OF THE❤️ NOTES IS
LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS THAT MAY BE PAID OVER THE TERM
OF THE❤️ NOTES,
regardless of any appreciation of the Reference Stock, which may be
significant. You will not participate in any appreciation of❤️ the Reference Stock.
●
POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with
the notes. In❤️ performing these duties, our and JPMorgan Chase & Co.’s economic
interests are potentially adverse to your interests as an investor❤️ in the notes. It is
possible that hedging or trading activities of ours or our affiliates in connection
with the❤️ notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer❤️ to “Risk Factors — Risks Relating to
Conflicts of Interest” in the accompanying product supplement.
● THE BENEFIT PROVIDED
BY THE❤️ TRIGGER VALUE MAY TERMINATE ON ANY DAY DURING THE MONITORING PERIOD—
If, on any
day during the Monitoring Period, the closing❤️ price of one share of the Reference Stock
is less than the Trigger Value (i.e., a Trigger Event occurs) and❤️ the notes have not
been automatically called, the benefit provided by the Trigger Value will terminate and
you will be❤️ fully exposed to any depreciation of the Reference Stock. You will be
subject to this potential loss of principal even❤️ if the Reference Stock subsequently
recovers such that the closing price of one share of the Reference Stock is greater
❤️ than or equal to the Trigger Value.
● THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL
EARLY EXIT —
If your notes❤️ are automatically called, the term of the notes may be
reduced to as short as approximately six months and you❤️ will not receive any Contingent
Interest Payments after the applicable Call Settlement Date. There is no guarantee that
you would❤️ be able to reinvest the proceeds from an investment in the notes at a
comparable return and/or with a comparable❤️ interest rate for a similar level of risk.
Even in cases where the notes are called before maturity, you are❤️ not entitled to any
fees and commissions described on the front cover of this pricing supplement.
● YOU
WILL NOT RECEIVE❤️ DIVIDENDS ON THE REFERENCE STOCK OR HAVE ANY RIGHTS WITH RESPECT TO
THE REFERENCE STOCK.
● NO AFFILIATION WITH THE REFERENCE❤️ STOCK ISSUER —
We have not
independently verified any of the information about the Reference Stock issuer
contained in this pricing❤️ supplement. You should undertake your own investigation into
the Reference Stock and its issuer. We are not responsible for the❤️ Reference Stock
issuer’s public disclosure of information, whether contained in SEC filings or
otherwise.
● THE ANTI-DILUTION PROTECTION FOR THE REFERENCE❤️ STOCK IS LIMITED AND MAY BE
DISCRETIONARY —
The calculation agent will not make an adjustment in response to all
events❤️ that could affect the Reference Stock. The calculation agent may make
adjustments in response to events that are not described❤️ in the accompanying product
supplement to account for any diluting or concentrative effect, but the calculation
agent is under no❤️ obligation to do so or to consider your interests as a holder of the
notes in making these determinations.
PS- 5❤️ | Structured Investments Auto Callable
Contingent Interest Notes Linked to the Common Stock of Biogen Inc.
● THE RISK OF THE
❤️ CLOSING PRICE OF THE REFERENCE STOCK FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER
VALUE IS GREATER IF THE PRICE❤️ OF THE REFERENCE STOCK IS VOLATILE.
● LACK OF
LIQUIDITY—
The notes will not be listed on any securities exchange. Accordingly, the
❤️ price at which you may be able to trade your notes is likely to depend on the price, if
any,❤️ at which JPMS is willing to buy the notes. You may not be able to sell your notes.
The notes❤️ are not designed to be short-term trading instruments. Accordingly, you
should be able and willing to hold your notes to❤️ maturity.
● THE ESTIMATED VALUE OF THE
NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE NOTES❤️ —
The
estimated value of the notes is only an estimate determined by reference to several
factors. The original issue price❤️ of the notes exceeds the estimated value of the notes
because costs associated with selling, structuring and hedging the notes❤️ are included
in the original issue price of the notes. These costs include the selling commissions,
the projected profits, if❤️ any, that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the notes and the❤️ estimated cost of hedging
our obligations under the notes. See “The Estimated Value of the Notes” in this pricing
supplement.
●❤️ THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE
NOTES AND MAY DIFFER FROM OTHERS’ ESTIMATES❤️ —
See “The Estimated Value of the Notes” in
this pricing supplement.
● THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY❤️ REFERENCE TO
AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the
estimated value of the❤️ notes may differ from the market-implied funding rate for
vanilla fixed income instruments of a similar maturity issued by JPMorgan❤️ Chase & Co.
or its affiliates. Any difference may be based on, among other things, our and our
affiliates’ view❤️ of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of❤️ the notes in comparison to those
costs for the conventional fixed income instruments of JPMorgan Chase & Co. This
internal❤️ funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to❤️ approximate the prevailing market replacement
funding rate for the notes. The use of an internal funding rate and any potential
❤️ changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices❤️ of the notes. See “The Estimated Value of the Notes” in this
pricing supplement.
● THE VALUE OF THE NOTES AS❤️ PUBLISHED BY JPMS (AND WHICH MAY BE
REFLECTED ON CUSTOMER ACCOUNT STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED
VALUE❤️ OF THE NOTES FOR A LIMITED TIME PERIOD —
We generally expect that some of the
costs included in the original❤️ issue price of the notes will be partially paid back to
you in connection with any repurchases of your notes❤️ by JPMS in an amount that will
decline to zero over an initial predetermined period. See “Secondary Market Prices of
❤️ the Notes” in this pricing supplement for additional information relating to this
initial period. Accordingly, the estimated value of your❤️ notes during this initial
period may be lower than the value of the notes as published by JPMS (and which❤️ may be
shown on your customer account statements).
● SECONDARY MARKET PRICES OF THE NOTES WILL
LIKELY BE LOWER THAN THE❤️ ORIGINAL ISSUE PRICE OF THE NOTES —
Any secondary market
prices of the notes will likely be lower than the original❤️ issue price of the notes
because, among other things, secondary market prices take into account our internal
secondary market funding❤️ rates for structured debt issuances and, also, because
secondary market prices may exclude selling commissions, projected hedging profits, if
any,❤️ and estimated hedging costs that are included in the original issue price of the
notes. As a result, the price,❤️ if any, at which JPMS will be willing to buy the notes
from you in secondary market transactions, if at❤️ all, is likely to be lower than the
original issue price. Any sale by you prior to the Maturity Date❤️ could result in a
substantial loss to you.
● SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY
MANY ECONOMIC❤️ AND MARKET FACTORS —
The secondary market price of the notes during their
term will be impacted by a number of❤️ economic and market factors, which may either
offset or magnify each other, aside from the selling commissions, projected hedging
profits,❤️ if any, estimated hedging costs and the price of the Reference Stock.
Additionally, independent pricing vendors and/or third party broker-dealers❤️ may publish
a price for the notes, which may also be reflected on customer account statements. This
price may be❤️ different (higher or lower) than the price of the notes, if any, at which
JPMS may be willing to purchase❤️ your notes in the secondary market. See “Risk Factors —
Risks Relating to the Estimated Value and Secondary Market Prices❤️ of the Notes —
Secondary market prices of the notes will be impacted by many economic and market
factors” in❤️ the accompanying product supplement.
The Reference Stock
All information
contained herein on the Reference Stock and on Biogen is derived from publicly
❤️ available sources, without independent verification. According to its publicly
available filings with the SEC, Biogen is a biotechnology company focused❤️ on
discovering, developing, manufacturing and marketing therapies for treatment of
multiple sclerosis and other autoimmune disorders, neurodegenerative diseases and
hemophilia.❤️ The common stock of Biogen, par valueR$0.0005 per share (Bloomberg ticker:
BIIB) is registered under the Securities Exchange Act of❤️ 1934, as amended, which we
refer to as the Exchange Act, and is listed on The NASDAQ Stock Market, which❤️ we refer
to as the relevant exchange for purposes of Biogen in the accompanying product
supplement. Information provided to or❤️ filed with the SEC by Biogen pursuant to the
Exchange Act can be located by reference to SEC file number❤️ 000-19311, and can be
accessed through sec. We do not make any representation that these publicly available
documents are accurate❤️ or complete.
PS- 6 | Structured Investments Auto Callable
Contingent Interest Notes Linked to the Common Stock of Biogen Inc.
Historical
Information
The❤️ following graph sets forth the historical performance of the Reference
Stock based on the weekly historical closing prices of one❤️ share of the Reference Stock
from January 2, 2024 through January 31, 2024. The closing price of one share of❤️ the
Reference Stock on January 31, 2024 wasR$268.85. We obtained the closing prices above
and below from the Bloomberg Professional®❤️ service (“Bloomberg”), without independent
verification. The closing prices above and below may have been adjusted by Bloomberg
for corporate actions,❤️ such as stock splits, public offerings, mergers and
acquisitions, spin-offs, delistings and bankruptcy.
The historical closing prices of
one share of❤️ the Reference Stock should not be taken as an indication of future
performance, and no assurance can be given as❤️ to the closing price of one share of the
Reference Stock on any Review Date or any day during the❤️ Monitoring Period. There can
be no assurance that the performance of the Reference Stock will result in the return
of❤️ any of your principal amount or the payment of any interest.
Historical Performance
of Biogen Inc. Source: Bloomberg
Tax Treatment
You should review❤️ carefully the section
entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. In determining our❤️ reporting responsibilities we intend to treat
(i) the notes for U.S. federal income tax purposes as prepaid forward contracts with
❤️ associated contingent coupons and (ii) any Contingent Interest Payments as ordinary
income, as described in the section entitled “Material U.S.❤️ Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Prepaid Forward
Contracts with Associated Contingent❤️ Coupons” in the accompanying product supplement.
Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel,❤️ we believe
that this is a reasonable treatment, but that there are other reasonable treatments
that the IRS or a❤️ court may adopt, in which case the timing and character of any income
or loss on the notes could be❤️ materially affected. In addition, in 2007 Treasury and
the IRS released a notice requesting comments on the U.S. federal income❤️ tax treatment
of “prepaid forward contracts” and similar instruments. The notice focuses in
particular on whether to require investors in❤️ these instruments to accrue income over
the term of their investment. It also asks for comments on a number of❤️ related topics,
including the character of income or loss with respect to these instruments and the
relevance of factors such❤️ as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate❤️ transition
rules and effective dates, any Treasury regulations or other guidance promulgated after
consideration of these issues could materially affect❤️ the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in
the accompanying❤️ product supplement do not address the consequences to taxpayers
subject to special tax accounting rules under Section 451(b) of the❤️ Code. You should
consult your tax adviser regarding the U.S. federal income tax consequences of an
investment in the notes,❤️ including possible alternative treatments and the issues
presented by the notice described above.
Non-U.S. Holders — Tax Considerations. The
U.S. federal❤️ income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position❤️ that Contingent Interest
Payments are not subject to U.S. withholding tax (at least if an applicable Form W-8 is
provided),❤️ a withholding agent may nonetheless withhold on these payments (generally at
a rate of 30%, subject to the possible reduction❤️ of that rate under an applicable
income tax treaty), unless income from your notes is effectively connected with your
conduct❤️ of a trade or business in the United States (and, if an applicable treaty so
requires, attributable to a permanent❤️ establishment in the United States). If you are
not a United States person, you are urged to consult your tax❤️ adviser regarding the
U.S. federal income tax consequences of an investment in the notes in light of your
particular circumstances.
PS-❤️ 7 | Structured Investments Auto Callable Contingent
Interest Notes Linked to the Common Stock of Biogen Inc.
Section 871(m) of the❤️ Code and
Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30%
withholding tax (unless an income tax treaty applies)❤️ on dividend equivalents paid or
deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to
U.S. equities❤️ or indices that include U.S. equities. Section 871(m) provides certain
exceptions to this withholding regime, including for instruments linked to❤️ certain
broad-based indices that meet requirements set forth in the applicable Treasury
regulations (such an index, a “Qualified Index”). Additionally,❤️ a recent IRS notice
excludes from the scope of Section 871(m) instruments issued prior to January 1, 2024
that do❤️ not have a delta of one with respect to underlying securities that could pay
U.S.-source dividends for U.S. federal income❤️ tax purposes (each an “Underlying
Security”). Based on certain determinations made by us, our special tax counsel is of
the❤️ opinion that Section 871(m) should not apply to the notes with regard to Non-U.S.
Holders. Our determination is not binding❤️ on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend❤️ on your
particular circumstances, including whether you enter into other transactions with
respect to an Underlying Security. You should consult❤️ your tax adviser regarding the
potential application of Section 871(m) to the notes.
FATCA. Withholding under
legislation commonly referred to as❤️ “FATCA” could apply to payments with respect to the
notes that are treated as U.S.-source “fixed or determinable annual or❤️ periodical”
income (“FDAP Income”) for U.S. federal income tax purposes (such as interest, if the
notes are recharacterized, in whole❤️ or in part, as debt instruments, or Contingent
Interest Payments if they are otherwise treated as FDAP Income). If the❤️ notes are
recharacterized, in whole or in part, as debt instruments, withholding could also apply
to payments of gross proceeds❤️ of a taxable disposition, including an early redemption
or redemption at maturity, although under recently proposed regulations (the preamble
to❤️ which specifies that taxpayers are permitted to rely on them pending finalization),
no withholding will apply to payments of gross❤️ proceeds (other than any amount treated
as FDAP Income). You should consult your tax adviser regarding the potential
application of❤️ FATCA to the notes.
In the event of any withholding on the notes, we
will not be required to pay any❤️ additional amounts with respect to amounts so
withheld.
The Estimated Value of the Notes
The estimated value of the notes set forth
❤️ on the cover of this pricing supplement is equal to the sum of the values of the
following hypothetical components:❤️ (1) a fixed-income debt component with the same
maturity as the notes, valued using the internal funding rate described below,❤️ and (2)
the derivative or derivatives underlying the economic terms of the notes. The estimated
value of the notes does❤️ not represent a minimum price at which JPMS would be willing to
buy your notes in any secondary market (if❤️ any exists) at any time. The internal
funding rate used in the determination of the estimated value of the notes❤️ may differ
from the market-implied funding rate for vanilla fixed income instruments of a similar
maturity issued by JPMorgan Chase❤️ & Co. or its affiliates. Any difference may be based
on, among other things, our and our affiliates’ view of❤️ the funding value of the notes
as well as the higher issuance, operational and ongoing liability management costs of
the❤️ notes in comparison to those costs for the conventional fixed income instruments of
JPMorgan Chase & Co. This internal funding❤️ rate is based on certain market inputs and
assumptions, which may prove to be incorrect, and is intended to approximate❤️ the
prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes❤️ to that rate may have an adverse effect on the
terms of the notes and any secondary market prices of❤️ the notes. For additional
information, see “Selected Risk Considerations — The Estimated Value of the Notes Is
Derived by Reference❤️ to an Internal Funding Rate” in this pricing supplement.
The value
of the derivative or derivatives underlying the economic terms of❤️ the notes is derived
from internal pricing models of our affiliates. These models are dependent on inputs
such as the❤️ traded market prices of comparable derivative instruments and on various
other inputs, some of which are market-observable, and which can❤️ include volatility,
dividend rates, interest rates and other factors, as well as assumptions about future
market events and/or environments. Accordingly,❤️ the estimated value of the notes is
determined when the terms of the notes are set based on market conditions❤️ and other
relevant factors and assumptions existing at that time.
The estimated value of the
notes does not represent future values❤️ of the notes and may differ from others’
estimates. Different pricing models and assumptions could provide valuations for the
notes❤️ that are greater than or less than the estimated value of the notes. In addition,
market conditions and other relevant❤️ factors in the future may change, and any
assumptions may prove to be incorrect. On future dates, the value of❤️ the notes could
change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s❤️ creditworthiness, interest rate movements and other relevant
factors, which may impact the price, if any, at which JPMS would be❤️ willing to buy
notes from you in secondary market transactions.
The estimated value of the notes is
lower than the original❤️ issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original❤️ issue price of the
notes. These costs include the selling commissions paid to JPMS and other affiliated or
unaffiliated dealers,❤️ the projected profits, if any, that our affiliates expect to
realize for assuming risks inherent in hedging our obligations under❤️ the notes and the
estimated cost of hedging our obligations under the notes. Because hedging our
obligations entails risk and❤️ may be influenced by market forces beyond our control,
this hedging may result in a profit that is more or❤️ less than expected, or it may
result in a loss. A portion of the profits, if any, realized in hedging❤️ our obligations
under the notes may be allowed to other affiliated or unaffiliated dealers, and we or
one or more❤️ of our affiliates will retain any remaining hedging profits. See “Selected
Risk Considerations — The Estimated Value of the Notes❤️ Is Lower Than the Original Issue
Price (Price to Public) of the Notes” in this pricing supplement.
PS- 8 | Structured
❤️ Investments Auto Callable Contingent Interest Notes Linked to the Common Stock of
Biogen Inc.
Secondary Market Prices of the Notes
For information❤️ about factors that
will impact any secondary market prices of the notes, see “Risk Factors — Risks
Relating to the❤️ Estimated Value and Secondary Market Prices of the Notes — Secondary
market prices of the notes will be impacted by❤️ many economic and market factors” in the
accompanying product supplement. In addition, we generally expect that some of the
costs❤️ included in the original issue price of the notes will be partially paid back to
you in connection with any❤️ repurchases of your notes by JPMS in an amount that will
decline to zero over an initial predetermined period. These❤️ costs can include selling
commissions, projected hedging profits, if any, and, in some circumstances, estimated
hedging costs and our internal❤️ secondary market funding rates for structured debt
issuances. This initial predetermined time period is intended to be the shorter of❤️ six
months and one-half of the stated term of the notes. The length of any such initial
period reflects the❤️ structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated❤️ costs of hedging the
notes and when these costs are incurred, as determined by our affiliates. See “Selected
Risk Considerations❤️ — The Value of the Notes as Published by JPMS (and Which May Be
Reflected on Customer Account Statements) May❤️ Be Higher Than the Then-Current Estimated
Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental
Use❤️ of Proceeds
The notes are offered to meet investor demand for products that reflect
the risk-return profile and market exposure provided❤️ by the notes. See “How the Notes
Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration
of❤️ the risk-return profile of the notes and “The Reference Stock” in this pricing
supplement for a description of the market❤️ exposure provided by the notes.
The original
issue price of the notes is equal to the estimated value of the notes❤️ plus the selling
commissions paid to JPMS and other affiliated or unaffiliated dealers, plus (minus) the
projected profits (losses) that❤️ our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the notes, plus the estimated cost❤️ of hedging
our obligations under the notes.
Supplemental Plan of Distribution
We expect that
delivery of the notes will be made against❤️ payment for the notes on or about the
Original Issue Date set forth on the front cover of this pricing❤️ supplement, which will
be the third business day following the Pricing Date of the notes (this settlement
cycle being referred❤️ to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of
1934, as amended, trades in the secondary market❤️ generally are required to settle in
two business days, unless the parties to that trade expressly agree otherwise.
Accordingly, purchasers❤️ who wish to trade notes on any date prior to two business days
before delivery will be required to specify❤️ an alternate settlement cycle at the time
of any such trade to prevent a failed settlement and should consult their❤️ own
advisors.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk &
Wardwell LLP, as special products counsel❤️ to JPMorgan Financial and JPMorgan Chase &
Co., when the notes offered by this pricing supplement have been executed and❤️ issued by
JPMorgan Financial and authenticated by the trustee pursuant to the indenture, and
delivered against payment as contemplated herein,❤️ such notes will be valid and binding
obligations of JPMorgan Financial and the related guarantee will constitute a valid and
❤️ binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar❤️ laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good❤️ faith, fair dealing and
the lack of bad faith), provided that such counsel expresses no opinion as to (i) the
❤️ effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above or (ii) any❤️ provision of the indenture that
purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable❤️ law by limiting the amount of JPMorgan Chase & Co.’s obligation
under the related guarantee. This opinion is given as❤️ of the date hereof and is limited
to the laws of the State of New York, the General Corporation Law❤️ of the State of
Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is
subject to customary❤️ assumptions about the trustee’s authorization, execution and
delivery of the indenture and its authentication of the notes and the validity,❤️ binding
nature and enforceability of the indenture with respect to the trustee, all as stated
in the letter of such❤️ counsel dated March 8, 2024, which was filed as an exhibit to the
Registration Statement on Form S-3 by JPMorgan❤️ Financial and JPMorgan Chase & Co. on
March 8, 2024.
PS- 9 | Structured Investments Auto Callable Contingent Interest Notes
Linked❤️ to the Common Stock of Biogen Inc.
Additional Terms Specific to the Notes
You
should read this pricing supplement together with the❤️ accompanying prospectus, as
supplemented by the accompanying prospectus supplement relating to our Series A
medium-term notes of which these notes❤️ are a part, and the more detailed information
contained in the accompanying product supplement. This pricing supplement, together
with the❤️ documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well❤️ as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas,
structures for implementation, sample structures, fact❤️ sheets, brochures or other
educational materials of ours. You should carefully consider, among other things, the
matters set forth in❤️ the “Risk Factors” section of the accompanying product supplement,
as the notes involve risks not associated with conventional debt securities.❤️ We urge
you to consult your investment, legal, tax, accounting and other advisers before you
invest in the notes.
You may❤️ access these documents on the SEC website at sec as
follows (or if such address has changed, by reviewing our❤️ filings for the relevant date
on the SEC website):
● Product supplement no. 4-I dated April 5,
2024:
http://sec/Archives/edgar/data/19617/000095010318004519/dp87528_424b2-ps4i.pdf
●
Prospectus supplement and❤️ prospectus, each dated April 5,
2024:
http://sec/Archives/edgar/data/19617/000095010318004508/dp87767_424b2-ps.pdf
Our
Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase❤️ & Co.’s
CIK is 19617. As used in this pricing supplement, “we,” “us” and “our” refer to
JPMorgan Financial.
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