摩根大通美股招股说明书(2025-02-18版)

JPMorgan Chase Financial Company LLCStructured Investments Callable Contingent Interest Notes Linked tothe LeastPerforming of the KraneShares CSI China Internet ETF, theVanEck®Junior Gold Miners ETFandtheSPDR®S&P®Biotech ETFdueFebruary 24, 2028 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, forwhich the closing price of one share of each of the KraneShares CSI China Internet ETF, the VanEck®Junior GoldMiners ETFandthe SPDR®S&P®Biotech ETF, which we refer to as the Funds, is greater than or equal to 70.00% of itsInitial Value, which we refer to as an Interest Barrier.●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (otherthan the first through fifth and final Interest Payment Dates).●The earliest date on which the notes may be redeemed early is August21, 2025.●Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent InterestPayment 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 receiveContingent Interest Payments.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase &Co.Anypayment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the creditrisk of JPMorgan Chase & Co., as guarantor of the notes.●Payments on the notes are not linked to a basket composed of the Funds.Payments on the notes are linked to theperformance of each of the Funds individually, as described below.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about February 18, 2025 and are expected to settle on or about February 21,2025.●CUSIP: 48136B7E5 Investing in the notes involves a number of risks. See“Risk Factors”beginning on page S-2 of the accompanyingprospectus supplement, Annex A to the accompanying prospectus addendum,“Risk Factors” beginning on pagePS-11of the accompanying product supplement and“Selected Risk Considerations”beginning on pagePS-6 of this pricingsupplement. Neither the Securities and Exchange Commission (the“SEC”) nor any state securities commission has approved or disapprovedof the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,underlying supplement, prospectus supplement, prospectusandprospectus addendum.Any representation to the contrary is acriminal offense. (1) See“Supplemental Use of Proceeds”in this pricing supplement for information about the components of the price to public of thenotes.(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 it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $9.50 per$1,000 principal amount note.See“Plan of Distribution (Conflicts of Interest)”inthe accompanying product supplement.If the notes priced today, the estimated value of the notes would be approximately $962.20 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplementand will not be less than $940.00per $1,000 principal amount note.See“TheEstimated Value of the Notes”in thispricing supplement for additional information. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agencyand are not obligations of, or guaranteed by, a bank. Key Terms Issuer:JPMorgan Chase Financial Company LLC, adirect,wholly owned finance subsidiary of JPMorgan Chase & Co.Guarantor:JPMorgan Chase & Co. Early Redemption: We, at our election, may redeem the notes early, in whole butnot in part, on any of the Interest Payment Dates (other than thefirst through fifth and final Interest Payment Dates) at a price,for each $1,000 principal amount note, equal to (a) $1,000plus(b) the Contingent Interest Payment, if any, applicable to theimmediately preceding Review Date. If we intend to redeemyour notes early, we will deliver notice to The Depository TrustCompany, or DTC, at least three business days before theapplicableInterest Payment Date on which the notes areredeemed early. Funds:The KraneShares CSI China Internet ETF (Bloombergticker: KWEB),the VanEck®Junior Gold Miners ETF(Bloomberg ticker: GDXJ) and the SPDR®S&P®Biotech ETF(Bloomberg ticker: XBI) Contingent InterestPayments:If the notes have not beenpreviously redeemed early and the closing price of one share ofeach Fund on any Review Date is greater than or equal to itsInterest Barrier, you will