摩根大通美股招股说明书(2025-11-17版)

JPMorgan Chase FinancialCompany LLCStructured Investments Callable Contingent Interest Notes Linkedto theLesserPerforming of the Russell 2000®Index and the S&P 500®Indexdue May 18, 2027 Fully and UnconditionallyGuaranteedby JPMorganChase &Co. ●The notes aredesigned for investors whoseek a ContingentInterest Payment with respectto each Review Date for whichthe closinglevelof each of the Russell2000®Index and theS&P 500®Index, which we refer to as the Indices,is greaterthan orequal to 65.00% ofitsStrike Value, which we referto as an Interest Barrier.●The notes may be redeemed early,in wholebutnotin part, atour option onany of the Interest Payment Dates (otherthanthe first,second and final Interest Payment Dates).●The earliestdateon which thenotes may be redeemedearlyis February 19, 2026.●Investors should be willingtoaccept the riskof losingsome or allof their principal and the risk that no Contingent InterestPaymentmay bemade with respect tosomeor all Review Dates.●Investors should alsobe willing to forgo fixed interest and dividend payments, in exchangefor the opportunity to receiveContingentInterest Payments.●The notes areunsecuredandunsubordinated obligationsofJPMorgan Chase FinancialCompany LLC, which we refertoasJPMorgan Financial,thepayment on which is fully and unconditionallyguaranteed by JPMorgan Chase &Co.Anypayment on the notes issubject to the credit riskof JPMorgan Financial, as issuer ofthe notes, and thecredit riskof JPMorgan Chase & Co., as guarantor of thenotes.●Payments onthenotes are notlinkedto abasketcomposedof theIndices. Payments on the notes are linked to theperformance of eachof the Indices individually, as describedbelow.●Minimum denominationsof $1,000 and integralmultiplesthereof●The notesareexpected to price on orabout November14, 2025 (the “Pricing Date”)andare expected to settle onor aboutNovember 19, 2025.The Strike Valueof each Indexhas been determined by referenceto the closinglevel of thatIndex on November 13, 2025andnotby referenceto theclosinglevel of that Index on the Pricing Date.●CUSIP: 48136LEG0 Investing in the notes involves a number ofrisks. See“Risk Factors” beginningon page S-2of theaccompanyingprospectus supplement, Annex A to the accompanyingprospectus addendum, “Risk Factors” beginning on page PS-11 ofthe accompanyingproductsupplement and “Selected Risk Considerations”beginning on page PS-5of thispricingsupplement. Neitherthe Securities and Exchange Commission (the “SEC”) nor anystate securitiescommission has approved or disapproved ofthe notes or passedupontheaccuracy ortheadequacyof thispricingsupplement ortheaccompanyingproductsupplement,underlyingsupplement,prospectus supplement,prospectusand prospectusaddendum. Any representation to the contrary isacriminal offense. (1) See “Supplemental Use ofProceeds”in this pricingsupplementforinformation aboutthecomponentsofthepriceto public of thenotes.(2) J.P. MorganSecurities LLC, which we refer toasJPMS,acting as agentforJPMorganFinancial, will payallofthesellingcommissions itreceivesfrom us to other affiliatedor unaffiliated dealers. In noevent will thesesellingcommissionsexceed$2.50per $1,000principalamount note. See“Plan ofDistribution (Conflictsof Interest)”intheaccompanyingproductsupplement. If the notes priced today, the estimated value of thenotes would beapproximately $987.20per $1,000principalamountnote. The estimated value ofthe notes,whenthe terms of the notes areset, will beprovidedin thepricing supplement andwill not belessthan$900.00 per $1,000principal amountnote. See “The Estimated Value of the Notes”in this pricingsupplement foradditional 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, orguaranteedby,a bank. Key Terms Issuer:JPMorganChase Financial Company LLC, adirect,wholly owned financesubsidiary ofJPMorganChase & 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 thanthe first, second and final Interest Payment Dates) at a price,foreach$1,000principalamountnote,equalto(a)$1,000plus(b) the Contingent Interest Payment, if any, applicable to theimmediately preceding Review Date. If we intendto redeemyour notes early, we will deliver notice to The Depository TrustCompany,orDTC,atleastthreebusinessdaysbeforetheapplicableInterest Payment Date on which the notes areredeemedearly. Guarantor:JPMorgan Chase& Co. Indices:TheRussell2000®Index(Bloombergticker:RTY)andthe S&P 500®Index (Bloomberg ticker: SPX) (each an “Index”andcollectively, the“Indices”) Contingent InterestPayments:If thenotes have not been previously redeemed early and the closing levelofeach Indexonany Review DateisgreaterthanorequaltoitsInterestBarrier,youwillreceiveontheapplicableInterestPaymentDateforeach$1,000principalamountnoteaContingentInterest Payment equal to at least$7.875(equivalent to a Contingent Interest Rat