摩根大通美股招股说明书(2025-12-10版)

JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Contingent Interest Notes Linked to the LeastPerforming of the Common Stock of Advanced MicroDevices, Inc., the Class C Capital Stock of Alphabet Inc.and the Common Stock of Tesla, Inc. due December 21,2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a Contingent Interest Payment with respect to each ReviewDate for which the closing price of one share of each of the Reference Stocks is greater than or equal to60.00% of its Initial Value, which we refer to as an Interest Barrier.●If the closing price of one share of each Reference Stock is greater than or equal to its Interest Barrier on anyReview Date, investors will receive, in addition to the Contingent Interest Payment with respect to thatReview Date, any previously unpaid Contingent Interest Payments for prior Review Dates.●The notes will be automatically called if the closing price of one share of each Reference Stock on anyReview Date (other than the first through eleventh and final Review Dates) is greater than or equal to itsInitial Value.●The earliest date on which an automatic call may be initiated is December 18, 2026.●Investors should be willing to accept the risk of losing a significant portion or all of their principal and the riskthat no Contingent 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 opportunityto receive Contingent Interest Payments.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC,which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed byJPMorgan Chase & Co.Any payment on the notes is subject to the credit risk of JPMorgan Financial,as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.●Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notesare linked to the performance of each of the Reference Stocks individually, as described below.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about December 18, 2025 and are expected to settle on or aboutDecember 23, 2025.●CUSIP: 48136MAV9 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 pagePS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-7 ofthis pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanyingproduct supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary isa criminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.(2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser.These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying productsupplement.(3) J.P. Morgan Securities LLC, which we refer to as JPMS, may pay a structuring fee of $8.00 per $1,000 principal amount note with respect to some or all of the notes to affiliated or unaffiliated dealers. If the notes priced today, the estimated value of the notes would be approximately $960.00 per $1,000 principalamount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricingsupplement and will not be less than $930.00 per $1,000 principal amount note. See “The Estimated Value of theNotes” in this pricing supplement for additional information. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmentalagency and 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. Automatic Call: If the closing price of one share of each Reference Stockon any Review Date (other than the first through eleventhand final Review Dates) is greater than or equal to its InitialValue, the notes will be automatically called for a cashpayment, for each $1,000 principal amount note, equal to(a) $1,000plus(b) the Contingent Interest Paymentapplicable to that Review Dateplus(c) any previouslyunpaid Contingent Interest Payments for any prior ReviewDates, payable on the applicable Call Settlement Date. Nofurther payment