摩根大通美股招股说明书(2025-11-25版)

Jones Industrial Average®and the Nasdaq-100 Index®dueDecember 17, 2029Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, theclosing level of each of the Dow Jones Industrial Average®and the Nasdaq-100 Index®, which we refer to as the Indices,is at or above its Call Value. •The earliest date on which an automatic call may be initiated is December 15, 2026. •Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significantportion or all of their principal amount at maturity. •The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas 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 credit •Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to theperformance of each of the Indices individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about December 12, 2025 and are expected to settle on or about December 17,2025.•CUSIP: 48136LWL9 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-5 of this pricing 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 a (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the sellingcommissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $20.00per $1,000 principal amount 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 $940.00 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 $920.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agencyand are not obligations of, or guaranteed by, a bank. Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the closing level of each Index on any Review Date is greaterthan or equal to its Call Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amountnote, equal to (a) $1,000plus(b) the Call Premium Amount Guarantor:JPMorgan Chase & Co. Indices:The Dow Jones Industrial Average®(Bloomberg ticker: INDU) and theNasdaq-100 Index®(Bloomberg ticker: NDX)Call Premium Amount:The Call Premium Amount withrespect to each Review Date is set forth below: •first Review Date:at least 10.00% × $1,000•second Review Date:at least 20.00% × $1,000•third Review Date:at least 30.00% × $1,000 Payment at Maturity: If the notes have not been automatically called and the FinalValue of each Index is greater than or equal to its Barrier (in each case, to be provided in the pricing supplement) Call Value:With respect to each Index, 100.00% of its Initial If the notes have not been automatically called and the FinalValue of either Index is less than its Barrier Amount, your Barrier Amount:With respect to each Index, 70.00% of its Pricing Date:On or about December 12, 2025 Original Issue Date (Settlement Date):On or about December $1,000 + ($1,000 × Lesser Performing Index Return)If the notes have not been automatically called and the FinalValue of either Index is less than its Barrier Amount, you willlose more than 30.00% of your principal amount at maturity and Review Dates*:December 15, 2026, December 13, 2027,December 12, 2028 and December 12, 2029 (final Review Call Settlement Dates*:December 18, 2026, December 16,2027, December 15, 2028 and the Maturity Date Lesser Performing Index Return:The lower of the Index Maturity Date*:December 17, 2029 * Subject to postponement i