摩根大通美股招股说明书(2025-11-19版)

JPMorgan Chase FinancialCompany LLCStructured Investments Callable Contingent Interest Notes Linkedto theLeast Performing of theNasdaq-100 Index®, the Russell 2000®Index andthe S&P500®Index due December 5, 2030 Fully and UnconditionallyGuaranteedby JPMorganChase &Co. ●The notes may be redeemed early,in wholebutnotin part, atour option onany of the Interest Payment Dates (otherthanthe first,second, third, fourth, fifth and final Interest Payment Dates). ●The earliestdateon which thenotes may be redeemedearlyis June 4, 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 refertoas JPMorgan 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 risk 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-7of thispricing 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 is a (1) See “Supplemental Use ofProceeds”in this pricingsupplementforinformation aboutthecomponents ofthe priceto publicofthenotes.(2) J.P. MorganSecurities LLC, which we refer toasJPMS,acting as agentforJPMorganFinancial, will payallof thesellingcommissions itreceivesfrom us to otheraffiliatedor unaffiliateddealers. In noevent will thesesellingcommissionsexceed$11.25 per $1,000principalamount note. See“Plan ofDistribution (Conflictsof Interest)”intheaccompanyingproductsupplement. If the notes priced today, the estimated value of thenotes would beapproximately $960.90per $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 pricing The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Key Terms Relating to the Review Dates and Interest Payment Dates Review Dates*:January 2,2026, February 2,2026, March 2,2026, April 1, 2026,May 1, 2026, June1, 2026, July 1, 2026,August3, 2026, September 1,2026, October 1, 2026,November 2, 2026, December1, 2026,January 4, 2027,February 1,2027, March 1,2027, April 1,2027, May 3, 2027,June1, 2027,July1, 2027, August2, 2027, September 1,2027, October 1,2027, November1, 2027, December1,2027,January 3,2028, February 1,2028, March 1,2028,April 3, 2028,May 1,2028, June 1,2028, July 3, 2028,August1, 2028, September 1,2028, October 2, 2028,November 1, 2028, December1, 2028,January 2, 2029,February 1,2029, March 1,2029, April 2,2029, May 1, 2029,June1, 2029,July2, 2029, August1, 2029, September 4,2029, October 1,2029, November1, 2029, December3,2029,January 2,2030, February 1,2030, March 1,2030,April 1, 2030,May 1,2030, June 3,2030, July 1, 2030, Interest Payment Dates*:January 7, 2026,February 5,2026,March5, 2026, April7, 2026,May 6,2026, June 4,2026,July7, 2026, August 6,2026, September 4, 2026,October6, 2026, November5,2026,December 4, 2026,January7, 2027,February4, 2027,March4, 2027, April6,2027,May 6,2027, June4, 2027, July 7, 2027, August 5,2027, September 7, 2027, October 6,2027, November4,2027, December6,2027, January6, 2028,February4, 2028,March 6, 2028, April 6,2028,May4, 2028, June 6,2028,July7,2028, August 4,2028, September7, 2028,October 5,2028, November6,2028, December6, 2028,January 5,2029,February6, 2029,March 6, 2029,April5,2029, May 4,2029,June 6,2029, July 6,2029, August6, 2029,September7, 2029, October4, 2029, November6, 2029,December 6,2029,January 7,2030, February 6,2030, March 6,2030,April 4, 2030,May 6,2030, June 6,2030, July 5, 2030, * Subjectto postponementin theevent of amarket disruption eventand as describedunder“General Terms of Notes—Postponement ofa DeterminationDate—NotesLinkedtoMultipleUnderlyings” and“General TermsofNotes—Postponement ofaPaymentDate”inthe PS-2| Structured Investments Callable ContingentInterest Notes Linkedtothe Least Performing oftheNasdaq-100Index®, theRussell 2000®Index andthe S&P 500®Index Supplemental Terms of the Notes Any valu