摩根大通美股招股说明书(2025-11-07版)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, theclosing price of one share of the Reference Stock is at or above the applicable Call Value.•The earliest date on which an automatic call may be initiated is November 9, 2026.•Investors should be willing to forgo interest and dividendpayments and be willing to accept the risk of losing a significantportion or all of their principal amount at maturity.•The notes are unsecured and unsubordinatedobligations of JPMorgan Chase Financial Company LLC, which we refer toas JPMorgan Financial, the paymenton 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.•Minimum denominations of $1,000 and integral multiples thereof•The notes priced on November 5, 2025 (the “Pricing Date”) andare expected to settle on or about November 10, 2025.The Strike Value has been determined by reference to the closing price of one share of the Reference Stock onNovember 3, 2025 andnotby reference to the closingprice of one share of the Reference Stock on the PricingDate.•CUSIP:48136JQF4 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 page PS-11of the accompanying product supplement and “Selected Risk Considerations”beginning onpage PS-4 of thispricingsupplement. Neither the Securities and Exchange Commission (the “SEC”) norany state securities commission has approved or disapprovedof the notes or passed upon the accuracyor the adequacy of this pricing supplement or the accompanying product supplement,prospectus supplement, prospectus and prospectus addendum.Any representation to the contrary is a criminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplementfor information 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 of $10.00 per $1,000 principal amount note it receivesfrom us to other affiliated or unaffiliated dealers. See “Plan ofDistribution (Conflicts of Interest)”in the accompanying product supplement. The estimated value of the notes, when the terms of the notes were set, was $932.30 per $1,000 principal amount note.See“The Estimated Valueof the Notes” in thispricingsupplement for additionalinformation. 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, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing price of one shareof the Reference Stock on anyReview Date is greater than or equal to the applicable Call Value,the notes will be automatically called for a cash payment, for each$1,000 principal amount note, equal to (a) $1,000plus(b) the CallPremium Amount applicable to that Review Date, payable on theapplicable Call Settlement Date. No further payments will be madeon the notes. Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Fiserv, Inc., par value$0.01 per share (Bloomberg ticker: FI). We refer toFiserv, Inc.as “Fiserv.”Call Premium Amount:The Call Premium Amount with respect to each Review Date is set forth below: • first Review Date:• second Review Date:• third Review Date:• fourth Review Date:• fifth Review Date:• sixth Review Date:• seventh Review Date:• eighth Review Date:• ninth Review Date:• tenth Review Date:• eleventh Review Date:• twelfth Review Date:• final Review Date: Payment at Maturity: If the notes have not been automatically called (and therefore theFinal Value is less than the Barrier Amount),your payment atmaturity per $1,000 principal amount note will be calculated asfollows: $1,000 + ($1,000 × Stock Return) Call Value:The Call Value with respect to each Review Date is setforth below:•first through twelfth Review Dates: 100.00% of the Strike Value If the notes have not been automatically called (and therefore theFinal Value is less than the BarrierAmount), you will lose morethan 50.00% of your principal amount at maturity and could lose allof your principal amount at maturity. •final Review Date: 50.00% of the Strike Value Barrier Amount:50.00% of the Strike Value, which is$32.57 Strike Date:November 3, 2025Pricing Date:November 5, 2025 Stock Return: (Final Value – Strike Value)Strike Value Original Issue Date(Settlement Date):On or about November10, 2025 Strike Value:The closing price of one share of the ReferenceStock on the Strike Date, which was $65.