摩根大通美股招股说明书(2025-12-03版)

JPMorgan Chase Financial Company LLC Auto Callable Contingent Interest Notes Linked to the LesserPerforming of the Russell 2000®Index and the S&P 500®Indexdue December 14, 2026 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that noContingent Interest Payment may be made with respect to some or all Review Dates. ●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receiveContingent Interest Payments. ●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we referto as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Any Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the ●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about December 9, 2025 and are expected to settle on or about December 12,2025.●CUSIP:48136LF46 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-11 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, If the notes priced today, the estimated value of the notes would be approximately $984.80 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 $900.00 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 agency Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor:JPMorgan Chase & Co. Lesser Performing Index Return:The lowerof the IndexReturns of the Indices Indices:The Russell 2000®Index (Bloomberg ticker: RTY) andthe S&P 500®Index (Bloomberg ticker: SPX) (each an “Index” and collectively, the “Indices”) Contingent Interest Payments: If the notes have not been automatically called and the closinglevel of each Index on any Review Date is greater than orequal to its Interest Barrier, you will receive on the applicableInterest Payment Date for each $1,000 principal amountnote a Contingent Interest Payment equal to at least $20.625 Initial Value:With respect to each Index,the closing level ofthat Index on the Pricing Date Final Value:With respect to each Index,the closing level of thatIndex on the final Review Date Trigger Event:A Trigger Event occurs if, on any day during theMonitoring Period, the closing level of either Index is less than If the closing level of either Index on any Review Date is lessthan its Interest Barrier, no Contingent Interest Payment will be Monitoring Period:The period from but excluding the PricingDate to and including the final Review Date Contingent Interest Rate:At least 8.25% per annum, payableat a rate of at least 2.0625% per quarter (to be provided in the If the closing level of each Index on any Review Date (otherthan the final Review Date) is greater than or equal to its InitialValue, the notes will be automatically called for a cash payment,for each $1,000 principal amount note, equal to (a) $1,000plus(b) the Contingent Interest Payment applicable to that Review Interest Barrier/Trigger Value:With respect to each Index,60.00% of its Initial Value Pricing Date:On or about December 9, 2025 Original Issue Date (Settlement Date):On or about December12, 2025 If the notes have not been automatically called and (i) the FinalValue of each Index is greater than or equal to its Initial Valueor (ii) a Trigger Event has not occurred, you will receive a cashpayment at maturity, for each $1,000 principal amount note, Review Dates*:March 9, 2026, June 9, 2026, September 9,2026 and December 9, 2026 (final Review Date) Interest Payment Dates*:March 12, 2026, June 12, 2026,September 14, 2026 and the Maturity Date Maturity Date*:December 14, 2026 If the notes have not been automatically called and (i) theFinal Value of either Index is less than its Initial Value and (ii)a Trigger Event has occurred, your payment at maturity per Call Settlement Date*:If the notes are automatically called onany Review Date (other than the final Review Date), the first * Subject to postponement in the event of a market disruption eventand as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings” and If t