摩根大通美股招股说明书(2025-09-02版)

Uncapped Dual DirectionalAccelerated Barrier NotesLinkedto the Least Performingof theNasdaq-100®TechnologySectorIndexSM, theS&P500®Indexand theRussell 2000®IndexdueOctober 3, 2030 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek an uncapped return of at least 1.535timesany appreciation of the leastperforming of the Nasdaq-100®Technology Sector IndexSM, the S&P 500®Indexand the Russell 2000®Index, which werefer to as the Indices, at maturity. •The notes are also designed for investors who seek a capped, unleveraged return equal to the absolute value of anydepreciation of theleast performing Index at maturity (up to 30.00%) if the FinalValue of each Index is greater than orequalto 70.00% of its Initial Value, which we refer to as a Barrier Amount.•Investors should be willing to forgointerest and dividendpayments and be willing to lose a significant portion or all oftheir principal amount at maturity.•The notes are unsecured and unsubordinated obligations of JPMorganChase 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 thenotes are not linked to a basket composed of the Indices.Payments onthe notes are linked to theperformanceof each of the Indicesindividually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about September 30, 2025and are expected to settle on or about October 3, 2025.•CUSIP: 48136GL65 Investing in thenotes involves anumber of risks. See “RiskFactors” beginning on page S-2 of the accompanyingprospectus supplement, Annex A to the accompanying prospectusaddendum, “RiskFactors” beginning on pagePS-11of the accompanying product supplement and “Selected RiskConsiderations” beginningon page PS-4 of this pricingsupplement. Neither theSecurities and Exchange Commission (the“SEC”) nor any state securities commissionhas approved or disapprovedof the notes or passed upon theaccuracy 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 forinformation about the components of the price to public of thenotes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, actingas agent for JPMorgan Financial, will pay all of the sellingcommissions it receives from us to other affiliated or unaffiliated dealers.Inno event will these selling commissions exceed $14.00per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the noteswould beapproximately $968.20 per $1,000 principal amountnote. 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 $900.00per $1,000 principal amount note.See“The Estimated Value of the Notes”in thispricing supplement for additional information. The notes are not bank deposits, arenot insured by the Federal Deposit Insurance Corporation or any other governmental agencyand are not obligations of, or guaranteed by, a bank. KeyTerms Payment at Maturity: Issuer:JPMorgan Chase Financial Company LLC,a direct,wholly owned finance subsidiary of JPMorgan Chase& Co. If theFinalValue of each Index is greater than its Initial Value,your payment at maturity per $1,000 principal amount notewillbe calculated as follows: Guarantor:JPMorgan Chase & Co. $1,000 + ($1,000 × Least Performing Index Return × UpsideLeverage Factor) Indices:The Nasdaq-100®Technology Sector IndexSM(Bloomberg ticker: NDXT),the S&P 500®Index (Bloombergticker: SPX)andthe Russell 2000®Index (Bloombergticker:RTY) If theFinalValue ofanyIndex is equal to or less than its InitialValue but the FinalValue of each Index is greater than or equalto its Barrier Amount, your payment at maturity per $1,000principal amount note will be calculatedas follows: Upside Leverage Factor:At least 1.535 (to be provided in thepricing supplement) Barrier Amount:With respect to each Index, 70.00% of itsInitial Value $1,000 + ($1,000 × Absolute Index Return of the LeastPerforming Index) This payout formularesults in an effective cap of 30.00% onyour returnat maturity if the Least Performing Index Return isnegative. Under these limited circumstances, your maximumpayment at maturity is$1,300.00 per $1,000 principal amountnote. Pricing Date:On or about September 30, 2025 OriginalIssue Date (Settlement Date):On or about October3, 2025 Observation Date*:September 30, 2030 Ifthe FinalValueofanyIndex is le