摩根大通美股招股说明书(2025-12-04版)

Index due September 8, 2028 •The notes are designed for investors who seek an uncapped return of at least 1.48timesany appreciation of the lesserperforming of the Nasdaq-100 Futures Excess ReturnTMIndex and the S&P 500®Futures Excess Return Index, which we refer to as the Indices, at maturity.•Investors should be willing to forgo interest payments and be willing to lose up to 75.00% of their principal amount atmaturity. •The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to 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-4 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 (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 $5.50 per$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 $980.00 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 $950.00 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. Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus andprospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Payment at Maturity: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co.Guarantor:JPMorgan Chase & Co.Indices:The Nasdaq-100 Futures Excess ReturnTMIndex(Bloomberg ticker: NDXNQER) and the S&P 500®FuturesExcess Return Index (Bloomberg ticker: SPXFP)Upside Leverage Factor:At least 1.48 (to be provided in thepricing supplement)Buffer Amount:25.00%Pricing Date:On or about December 5, 2025Original Issue Date (Settlement Date):On or about December10, 2025 If the Final Value of each Index is greater than its Initial Value,your payment at maturity per $1,000 principal amount note willbe calculated as follows: Observation Date*:September 5, 2028Maturity Date*:September 8, 2028 * 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” PS-1 | Structured InvestmentsUncapped Buffered Return Enhanced Notes Linked to the LesserPerforming of the Nasdaq-100 Futures Excess ReturnTMIndex and the S&P500®Futures Excess Return Index Supplemental Terms of the Notes The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, as amended(the “Commodity Exchange Act”).The notes are offered pursuant to an exemption from regulation under the Commodity ExchangeAct, commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the For purposes of the accompanying product supplement, each Index will be deemed to be an Equity Index, except as provided below,and any references in the accompanying product supplement to the securities included in an Equity Index (or similar references) should be read to refer to the securities included in the Nasdaq-100®Index or the S&P 500®Index, as applicable, which are the reference indices for the futures contracts included in the Nasdaq-100 Futures Excess ReturnTMIndex and the S&P 500®Futures Excess ReturnIndex, respectively. Notwithstanding the foregoing, each Index will be deemed to be a Commodity Index for purposes of the sectionentitled “The Underlyings — Indices — Discontinuation of an Index; Alteration of Method of Calculation” in the accompanying product supplement. Notwithstanding anything to the contrary in the accompanying product supplement, if a Determination Date (as defined in theaccompanying product supplement) has been postponed to the applicable Final Disrupted Determination Date (as defined in theaccompanying