06/27/2024 | Press release | Distributed by Public on 06/27/2024 13:15
June 25, 2024
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Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
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JPMorgan Chase Financial Company LLC
Structured Investments
$500,000
Auto Callable Contingent Interest Notes Linked to the Least
Performing of the Common Stock of Apple Inc., the Common Stock
of Microsoft Corporation and the Common Stock of NVIDIA
Corporation due December 31, 2026
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 each of the Reference Stocks is greater than or equal to 50.00% of its Initial Value, which we
refer to as an Interest Barrier.
●The notes will be automatically called if the closing price of one share of each Reference Stock 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 earliest date on which an automatic call may be initiated is December 26, 2024.
●Investors 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.
●Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linked to the
performance of each of the Reference Stocks individually, as described below.
●Minimum denominations of $1,000 and integral multiples thereof
●The notes priced on June 25, 2024 and are expected to settle on or about June 28, 2024.
●CUSIP:48135NBA3
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Price to Public (1)
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Fees and Commissions (2)
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Proceeds to Issuer
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Per note
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$1,000
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$25
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$975
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Total
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$500,000
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$12,500
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$487,500
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(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
$25.00 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.
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Issuer:JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks:As specified under "Key Terms Relating to
the Reference Stocks" in this pricing supplement
Contingent Interest Payments:
If the notes have not been automatically called and the closing
price of one share of each Reference Stock 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 $11.7083
(equivalent to a Contingent Interest Rate of 14.05% per annum,
payable at a rate of 1.17083% per month).
If the closing price of one share of any Reference Stock 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: 14.05% per annum, payable at a
rate of 1.17083% per month
Interest Barrier/Trigger Value: With respect to each Reference
Stock, 50.00% of its Initial Value, as specified under "Key Terms
Relating to the Reference Stocks" in this pricing supplement
Pricing Date: June 25, 2024
Original Issue Date (Settlement Date): On or about June 28,
2024
Review Dates*: July 25, 2024, August 26, 2024, September 25,
2024, October 25, 2024, November 25, 2024, December 26,
2024, January 27, 2025, February 25, 2025, March 25, 2025,
April 25, 2025, May 27, 2025, June 25, 2025, July 25, 2025,
August 25, 2025, September 25, 2025, October 27, 2025,
November 25, 2025, December 26, 2025, January 26, 2026,
February 25, 2026, March 25, 2026, April 27, 2026, May 26,
2026, June 25, 2026, July 27, 2026, August 25, 2026,
September 25, 2026, October 26, 2026, November 25, 2026
and December 28, 2026 (final Review Date)
Interest Payment Dates*: July 30, 2024, August 29, 2024,
September 30, 2024, October 30, 2024, November 29, 2024,
December 31, 2024, January 30, 2025, February 28, 2025,
March 28, 2025, April 30, 2025, May 30, 2025, June 30, 2025,
July 30, 2025, August 28, 2025, September 30, 2025, October
30, 2025, December 1, 2025, December 31, 2025, January 29,
2026, March 2, 2026, March 30, 2026, April 30, 2026, May 29,
2026, June 30, 2026, July 30, 2026, August 28, 2026,
September 30, 2026, October 29, 2026, December 1, 2026 and
the Maturity Date
Maturity Date*: December 31, 2026
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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Automatic Call:
If the closing price of one share of each Reference Stock 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 the Final
Value of each Reference Stock 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 Reference Stock 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 Stock Return)
If the notes have not been automatically called and the Final
Value of any Reference Stock 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 Reference Stock:The Reference Stock with
the Least Performing Stock Return
Least Performing Stock Return:The lowest of the Stock
Returns of the Reference Stocks
Stock Return:With respect to each Reference Stock,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date,
as specified under "Key Terms Relating to the Reference
Stocks" in this pricing supplement
Final Value:With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review
Date
Stock Adjustment Factor: With respect to each Reference
Stock, the Stock Adjustment Factor is referenced in determining
the closing price of one share of that Reference Stock and is set
equal to 1.0 on the Pricing Date. The Stock Adjustment Factor of
each Reference Stock is subject to adjustment upon the
occurrence of certain corporate events affecting that 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.
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PS-1 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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Reference Stock
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Bloomberg
Ticker Symbol
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Initial Value
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Interest Barrier
/ Trigger Value
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Common stock of Apple Inc., par value $0.00001 per share
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AAPL
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$209.07
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$104.535
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Common stock of Microsoft Corporation, par value $0.00000625 per
share
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MSFT
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$450.95
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$225.475
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Common stock of NVIDIA Corporation, par value $0.001 per share
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NVDA
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$126.09
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$63.045
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PS-2 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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Number of Contingent
Interest Payments
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Total Contingent Interest
Payments
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30
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$351.2500
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29
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$339.5417
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28
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$327.8333
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27
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$316.1250
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26
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$304.4167
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25
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$292.7083
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24
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$281.0000
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23
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$269.2917
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22
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$257.5833
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21
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$245.8750
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20
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$234.1667
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19
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$222.4583
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18
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$210.7500
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17
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$199.0417
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16
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$187.3333
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15
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$175.6250
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14
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$163.9167
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13
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$152.2083
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12
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$140.5000
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11
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$128.7917
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10
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$117.0833
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9
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$105.3750
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8
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$93.6667
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7
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$81.9583
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6
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$70.2500
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5
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$58.5417
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4
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$46.8333
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3
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$35.1250
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2
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$23.4167
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1
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$11.7083
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0
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$0.0000
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PS-3 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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Date
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Closing Price of One
Share of Least
Performing Reference
Stock
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Payment (per $1,000 principal amount note)
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First Review Date
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$105.00
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$11.7083
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Second Review Date
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$110.00
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$11.7083
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Third Review Date
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$110.00
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$11.7083
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Fourth Review Date
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$105.00
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$11.7083
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Fifth Review Date
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$110.00
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$11.7083
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Sixth Review Date
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$120.00
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$1,011.7083
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Total Payment
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$1,070.25 (7.025% return)
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PS-4 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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Date
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Closing Price of One
Share of Least
Performing Reference
Stock
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Payment (per $1,000 principal amount note)
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First Review Date
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$95.00
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$11.7083
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Second Review Date
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$85.00
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$11.7083
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Third through
Twenty-Ninth Review
Dates
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Less than Interest Barrier
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$0
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Final Review Date
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$90.00
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$1,011.7083
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Total Payment
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$1,035.125 (3.5125% return)
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Date
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Closing Price of One
Share of Least
Performing Reference
Stock
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Payment (per $1,000 principal amount note)
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First Review Date
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$40.00
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$0
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Second Review Date
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$45.00
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$0
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Third through
Twenty-Ninth Review
Dates
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Less than Interest Barrier
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$0
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Final Review Date
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$40.00
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$400.00
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Total Payment
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$400.00 (-60.00% return)
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PS-5 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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PS-6 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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PS-7 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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Reference Stock
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Bloomberg
Ticker Symbol
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Relevant Exchange
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SEC File Number
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Closing Price on
June 25, 2024
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Common stock of Apple Inc., par value $0.00001
per share
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AAPL
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The NASDAQ Stock
Market
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001-36743
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$209.07
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Common stock of Microsoft Corporation, par value
$0.00000625 per share
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MSFT
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The NASDAQ Stock
Market
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001-37845
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$450.95
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Common stock of NVIDIA Corporation, par value
$0.001 per share
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NVDA
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The NASDAQ Stock
Market
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000-23985
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$126.09
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Historical Performance of Apple Inc.
Source: Bloomberg
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PS-8 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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Historical Performance of Microsoft Corporation
Source: Bloomberg
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Historical Performance of NVIDIA Corporation
Source: Bloomberg
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PS-9 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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PS-10 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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PS-11 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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PS-12 | Structured Investments
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Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Common Stock of Apple Inc., the Common Stock of Microsoft
Corporation and the Common Stock of NVIDIA Corporation
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