摩根大通美股招股说明书(2025-11-14版)

To prospectus dated April 13, 2023,prospectus supplement dated April 13, 2023 andproduct supplement no. 1-I dated April 13, 2023 $4,000,000Callable Fixed Rate Notes due November 12, 2032 General ·The notes are unsecured and unsubordinated obligations of JPMorgan Chase&Co.Any payment on the notes is subject to the credit risk ofJPMorgan Chase&Co.·These notes are designed for an investor who seeks a fixed income investment at an interest rate of 4.40% per annum but who is also willing toaccept the risk that the notes will be called prior to the Maturity Date.·At our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates specified below.·The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. Key Terms JPMorgan Chase&Co. Issuer:Payment at Maturity: On the Maturity Date, we will pay you the principal amount of your notesplusany accrued and unpaid interest,providedthat your notes are outstanding and have not previously been called on any Redemption Date. Call Feature: On the 14thcalendar day of May and November of each year, beginning on November 14, 2027 and ending onMay 14, 2032 (each, a “Redemption Date”), we may redeem your notes, in whole but not in part, at a price equalto the principal amount being redeemedplusany accrued and unpaid interest, subject to the Business DayConvention and the Interest Accrual Convention described below and in the accompanying productsupplement.If we intend to redeem your notes, we will deliver notice to The Depository Trust Company on anybusiness day after the Original Issue Date that is at least 5 business days before the applicable RedemptionDate. Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principal amountnote, we will pay you interest in arrears on each Interest Payment Date in accordance with the following formula:$1,000 × Interest Rate × Day Count Fraction. Interest: The period beginning on and including the Original Issue Date and ending on but excluding the first InterestPayment Date, and each successive period beginning on and including an Interest Payment Date and ending onbut excluding the next succeeding Interest Payment Date or, if the notes are redeemed prior to that succeedingInterest Payment Date, ending on but excluding the applicable Redemption Date, subject to the Interest AccrualConvention described below and in the accompanying product supplement Interest Periods: Interest on the notes will be payable in arrears on November 14 of each year, beginning on November 14, 2026to and including November 14, 2031, and on the Maturity Date (each, an “Interest Payment Date”), subject to anyearlier redemption and the Business Day Convention and Interest Accrual Convention described below and inthe accompanying product supplement. Interest Payment Dates: 4.40% per annum November 14, 2025, subject to the Business Day Convention (Settlement Date) November 12, 2032, subject to the Business Day Convention Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement,“Risk Factors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on pagePS-4 of this pricing supplement.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Anyrepresentation to the contrary is a criminal offense. (1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase&Co., will pay all of the selling commissions of $9.50per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are notobligations of, or guaranteed by, a bank. Additional Terms Specific to the Notes You should read this pricing supplement together with the accompanying prospectus, as supplemented by theaccompanying prospectus supplement relating to our Series E medium-term notes of which these notes are a part, andthe more detailed information contained in the accompanying product supplement. This pricing supplement, together withthe documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oralstatements as well as any other written materials including preliminary or indicative pricing terms, correspondence, tradeideas, structures for implementation,