摩根大通美股招股说明书(2025-12-08版)

JPMorgan Chase Financial Company LLC Performing of the Nasdaq-100 Index®and the Russell 2000Index due June 28, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date forwhich the closing level of each of the Nasdaq-100 Index®and the Russell 2000®Index, which we refer to as the Indices,is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.●The notes will be automatically called if the closing level of each Index on any Review Date (other than the first, second,third, fourth, fifth and final Review Dates) is greater than or equal to its Initial Value. ●The earliest date on which an automatic call may be initiated is June 23, 2026. Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no ●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive ●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 theperformance of each of the Indices individually, as described below. 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,underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a If the notes priced today, the estimated value of the notes would be approximately $980.70 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 supplement 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. Automatic Call: If the closing level of each Index on any Review Date (otherthan the first, second, third, fourth, fifth and final ReviewDates) is greater than or equal to its Initial Value, the noteswill be automatically called for a cash payment, for each$1,000 principal amount note, equal to (a) $1,000plus(b) the Guarantor:JPMorgan Chase & Co. Indices:The Nasdaq-100 Index®(Bloomberg ticker: NDX)and the Russell 2000®Index (Bloomberg ticker: RTY) (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 $8.2083 Payment at Maturity: If the notes have not been automatically called and the FinalValue of each Index is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each$1,000 principal amount note, equal to (a) $1,000plus(b) the If the closing level of either Index on any Review Date is lessthan its Interest Barrier, no Contingent Interest Payment will be If the notes have not been automatically called and the FinalValue of either Index is less than its Trigger Value, your payment Contingent Interest Rate:At least 9.85% per annum, payableat a rate of at least 0.82083% per month (to be provided in the $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 Trigger Value, you will lose Interest Barrier/Trigger Value:With respect to each Index,70.00% of its Initial Value Pricing Date:On or about December 23, 2025 Original Issue Date (Settlement Date):On or about December29, 2025 Lesser Performing Index:The Index with the LesserPerforming Index Return Review Dates*:January 23, 2026, February 23, 2026, March23, 2026, April 23, 2026, May 26, 2026, June 23, 2026, July 23,2026, August 24, 2026, September 23, 2026, October 23, 2026,November 23, 2026, December 23, 2026, January 25, 2027,February 23, 2027, March 23, 2027, April 23, 2027, May 24,2027 and June 23, 2027 (final Review Date) Lesser Performing Index Return:The lower of the Index Index Return:With respect to each Index, (Final Value – Initial Value)Initial Value Interest Payment Dates*:January 28,