摩根大通美股招股说明书(2025-12-11版)

Capped Buffered Return Enhanced NotesLinked to the S&P 500®Index due June 11,2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a return of 1.20 times any appreciation of the S&P 500®Index, up to a maximum return of at least 15.35%,at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00%oftheir principal amount at maturity.●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.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about December 19, 2025 and are expected to settle on or aboutDecember 24, 2025.●CUSIP:48136MBR7 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-4 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, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Anyrepresentation to the contrary is a 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. If the notes priced today, the estimated value of the notes would be approximately $990.10 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 $960.00 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 Payment at Maturity:If the Final Value is greater than theInitial Value, your payment at maturity per $1,000 principalamount note will be calculated as follows: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor:JPMorgan Chase & Co. $1,000 + ($1,000 × Index Return × Upside Leverage Factor),subject to the Maximum Return Index:The S&P 500®Index (Bloomberg ticker: SPX) Maximum Return:At least 15.35% (corresponding to amaximum payment at maturity of at least $1,153.50 per$1,000 principal amount note) (to be provided in the pricingsupplement) If the Final Value is equal to the Initial Value or is less thanthe Initial Value by up to the Buffer Amount, you will receivethe principal amount of your notes at maturity. Upside Leverage Factor:1.20 Buffer Amount:15.00% Pricing Date:On or about December 19, 2025 $1,000 + [$1,000 × (Index Return + Buffer Amount)] If the Final Value is less than the Initial Value by more thanthe Buffer Amount, you will lose some or most of yourprincipal amount at maturity. Observation Date*:June 8, 2027 Maturity Date*:June 11, 2027 * Subject to postponement in the event of a marketdisruption event and as described under “General Terms ofNotes — Postponement of a Determination Date — NotesLinked to a Single Underlying — Notes Linked to a SingleUnderlying (Other Than a Commodity Index)” and “GeneralTerms of Notes — Postponement of a Payment Date” in theaccompanying product supplement Initial Value:The closing level of the Index on the PricingDate Final Value:The closing level of the Index on theObservation Date Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the eventof manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes.Notwithstanding anything to the contrary in the indenture governing the notes, that amendment will become effective withoutconsent of the holders of the notes or any other party. Hypothetical Payout Profile The following table and graph illustrate the hypoth