摩根大通美股招股说明书(2025-11-10版)

JPMorgan Chase Financial Company LLCStructured Investments Capped Buffered Return Enhanced Notes Linked tothe S&P 500®Index due November 15, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a return of 2.00 times any appreciation of the S&P 500®Index, up to amaximum return of at least19.20%, at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to85.00% of their principalamount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we referto as 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.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about November 14, 2025 and are expected to settle on or about November 19,2025.●CUSIP: 48136LGZ6 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 on page PS-4 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, prospectus and prospectus 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 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 commissionsit receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $6.50 per $1,000 principalamount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $987.80 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 $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in thispricing supplement for additional information. The notesare notbank deposits,are notinsured bythe FederalDeposit InsuranceCorporation orany othergovernmental agencyand are not obligations of, or guaranteed by, a bank. Key Terms Payment at Maturity:If the Final Value is greater than the InitialValue, your payment at maturity per $1,000 principal amount notewill be calculated as follows: Upside Leverage Factor:2.00 Buffer Amount:15.00% Pricing Date:On or about November 14, 2025 Original Issue Date (Settlement Date):On or about November19, 2025 $1,000 + [$1,000 × (Index Return + Buffer Amount)]If the Final Value is less than the Initial Value by more than theBuffer Amount, you will lose some or most of your principalamount at maturity. Observation Date*:November 9, 2027 Maturity Date*:November 15, 2027 * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Underlying — Notes Linked to a Single Underlying (OtherThan a Commodity Index)” and “General Terms of Notes —Postponement of a Payment Date” in the accompanying productsupplement (Final Value – Initial Value)Initial Value Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in theevent of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes.Notwithstanding anything to the contrary in the indenture governing the notes, that amendment will become effective withoutconsent of the holders of the notes or any other party. Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypotheticalIndex. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparingthe payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth belowassume the following: ●an Initial Value of 100.00;●a Maximum Return of 19.20%;●an Upside Leverage Factor of 2.00; and●a Buffer Amount of 15.00%. The hypothetical Initial Value of 100.00 h