摩根大通美股招股说明书(2025-11-28版)

JPMorgan Chase Financial Company LLC Trigger In-Digital Notes $3,554,000 Linked to a Brent Crude Oil Futures Contract due February 26, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase&Co. Investment Description Trigger In-Digital Notes, which we refer to as the “Notes,” are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial Company LLC(“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed by JPMorgan Chase&Co., with a return linked to the performance of the firstnearby month futures contract for Brent crude oil traded on ICE Futures Europe (Bloomberg ticker: CO1) or, on any day that falls on the last trading day of suchcontract (all pursuant to the rules of ICE Futures Europe), the second nearby month futures contract for Brent crude oil (Bloomberg ticker: CO2) (the “Underlying”).If the Final Value is greater than or equal to the Digital Barrier (which is equal to the Downside Threshold), JPMorgan Financial will repay your principal amount atmaturity and pay a return equal to the Digital Return of 12.40%. However, if the Final Value is less than the Downside Threshold, JPMorgan Financial will repayless than your principal amount at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Underlying Return.In this case, you willhave full downside exposure to the Underlying from the Initial Value to the Final Value and could lose all of your principal amount. In no event, however, will the Features Digital Return Feature —If the Final Value is greater than or equal tothe Digital Barrier (which is equal to the Downside Threshold) on theFinal Valuation Date, JPMorgan Financial will repay your principalamount at maturity and pay a return equal to the Digital Return,regardless of any appreciation of the Underlying. However, if the Final 1 Subject to postponement in the event of a market disruption event and asdescribed under “General Terms of Notes — Postponement of aDetermination Date — Notes Linked to a Single Underlying — Notes Linkedto a Single Commodity or Commodity Futures Contract” and “GeneralTerms of Notes — Postponement of a Payment Date” in the accompanyingproduct supplement or early acceleration in the event of a commodityhedging disruption event as described under “General Terms of Notes — Downside Exposure —If the Final Value is less than the DownsideThreshold (which is equal to the Digital Barrier), JPMorgan Financial willrepay less than your principal amount at maturity, if anything, resulting ina loss of principal that is proportionate to the negative UnderlyingReturn. In no event, however, will the payment at maturity be less than$0.You may lose a significant portion or all of your principal. The THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAYTHE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING. THISMARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT, UNDER “RISKFACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT, IN ANNEX A TO THE ACCOMPANYING PROSPECTUS ADDENDUMAND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-11 OF THE ACCOMPANYING PRODUCT SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTSRELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, We are offering Trigger In-Digital Notes linked to a Brent Crude Oil Futures Contract. The Notes are offered at a minimum investment of $1,000 indenominations of $10 and integral multiples thereof. * Rounded to two decimal placesSee “Additional Information about JPMorgan Financial, JPMorgan Chase&Co. and the Notes” in this pricing supplement. The Notes will have the terms specified in the prospectus and the prospectus supplement, each dated April 13, 2023, the prospectus addendum dated June 3,2024, product supplement no. 2-I dated April 13, 2023 and this pricing supplement.The terms of the Notes as set forth in this pricingsupplement, to the extent they differ or conflict with those set forth in the accompanying product supplement, will supersede the terms set Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notesor passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectus, the accompanying prospectussupplement, the accompanying prospectus addendum and the accompanying product supplement. Any representation to the contrary is a Offering of Notes The estimated value of the Notes, when the terms of the Notes were set, was $9.60 per $10 principal amount Note. See “The Estimated Valueof the Notes” in this