摩根大通美股招股说明书(2025-11-24版)

November RegistrationStatement Nos.333-270004 and333-270004-01; Rule 424(b)(2) JPMorganChaseFinancialCompany LLCStructured Investments Uncapped Buffered Return Enhanced Notes Linked tothe Least Performing of the Nasdaq-100 Index®,the Excess Return Index due December 1, 2028Fully and UnconditionallyGuaranteedby JPMorganChase &Co. ●The notes aredesigned for investors whoseek an uncappedreturnof at least 1.75timesany appreciation of the leastperformingof the Nasdaq-100Index®, the Russell 2000®Index and the S&P 500®FuturesExcess ReturnIndex, which werefer to astheIndices, atmaturity. ●Investors should be willingto forgo interestpayments andbe willing to loseup to80.00%oftheirprincipalamountatmaturity. ●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 risk of JPMorgan Chase & Co., as guarantor of thenotes.●Payments onthenotes are notlinkedto abasketcomposedof theIndices. Payments on the notes are linked to the 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 oftheaccompanying productsupplement and “Selected Risk Considerations”beginning on page PS-5of 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 werefer toasJPMS, acting as agentforJPMorganFinancial, will payallof thesellingcommissions itreceivesfrom us to otheraffiliatedor unaffiliateddealers. In noevent will thesesellingcommissionsexceed$9.50per $1,000principalamount note. See“Plan ofDistribution (Conflictsof Interest)”intheaccompanyingproductsupplement. If the notes priced today, the estimated value of thenotes would be approximately $976.50per $1,000 principalamountnote. The estimated value ofthe notes,whenthe terms of the notes areset, will beprovidedin thepricing supplement andwill not belessthan$940.00 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 Supplemental Terms of the Notes Hypothetical Payout Profile The followinggraph demonstratesthehypothetical payments atmaturity onthenotes fora sub-setof LeastPerforming Index Returnsdetailedin the table above (-50% to50%).There can be noassurance that the performance of the LeastPerforming Index will result in How the Notes Work Upside Scenario: If theFinal Valueof eachIndex isgreater thanitsInitialValue, investors willreceive atmaturitythe$1,000 principal amountplusa Downside Scenario: If theFinal Valueof any Indexis less than its Initial Valuebymore thanthe Buffer Amountof 20.00%,investors willlose 1% of theprincipal amount oftheir notes for every 1% thatthe Final Value of theLeast Performing Indexisless thanits Initial Value bymorethanthe Buffer Amount. The hypothetical returnsandhypothetical payments on the notesshown above applyonlyif you hold thenotesfor theirentire term.These hypotheticals do not reflect the feesor expenses thatwould be associated withanysaleinthesecondarymarket.If these fees PS-4 |Structured Investments Selected Risk Considerations An investment in the notesinvolvessignificant risks. Theserisks areexplainedinmore detail inthe“Risk Factors” sections of theaccompanyingprospectus supplement andproductsupplement and in Annex A to the accompanying prospectus addendum. The notes donot guaranteeany return of principal. If the Final Value of any Indexis lessthan its Initial Valueby morethan20.00%, you will lose 1%of the principalamountof your notes forevery1% that the FinalValueof the Least PerformingIndex isless than its Initial Valuebymore than 20.00%. Accordingly, under these circumstances, you willlose up to80.00% of your ●CREDIT RISKS OF JPMORGAN FINANCIAL ANDJPMORGAN CHASE & CO.—Investors aredependent on our andJPMorganChase & Co.’s ability to pay all amountsdue on the notes. Any actual orpotential change in ourorJPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined bythemarket for taking thatcreditrisk, is likely to adversely affect thevalue of thenotes.If we and JPMorgan Chase &Co. were to default on ourpaymentobligations, you maynot receive any amounts owed toyouunder