摩根大通美股招股说明书(2025-12-12版)

Callable Contingent Interest Notes Linked to the LeastPerforming of the S&P 500®Index, the Dow Jones IndustrialAverage®and the VanEck®Semiconductor ETF dueNovember 19, 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 value of each of the S&P 500®Index, the Dow Jones Industrial Average®and theVanEck®Semiconductor ETF, which we refer to as the Underlyings, is greater than or equal to 70.00% of its Initial Value, whichwe refer to as an Interest Barrier.●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (otherthan the first, second and final Interest Payment Dates).●The earliest date on which the notes may be redeemed early is March 19, 2026.●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 refer toas JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Anypayment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the creditrisk of JPMorgan Chase & Co., as guarantor of the notes.●Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to theperformance of each of the Underlyings individually, as described below.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about December 16, 2025 and are expected to settle on or about December 19,2025.●CUSIP: 48136MFB8 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-5 of this pricingsupplement. 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 acriminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $22.25 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 $963.80 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 thispricing supplement for additional information. 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 and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Early Redemption: Guarantor:JPMorgan Chase & Co.Underlyings:TheS&P 500®Index(Bloomberg ticker: SPX)and theDow Jones Industrial Average®(Bloomberg ticker:INDU) (each of theS&P 500®Indexand theDow JonesIndustrial Average®, an “Index” and collectively, the “Indices”)and the VanEck®Semiconductor ETF (Bloomberg ticker: SMH)(the “Fund”) (each of the Indices and the Fund, an “Underlying”and collectively, the “Underlyings”)Contingent InterestPayments:If the notes have not beenpreviously redeemed early and the closing value of eachUnderlying on any Review Date is greater than or equal to itsInterest Barrier, you will receive on the applicable InterestPayment Date for each $1,000 principal amount note aContingent Interest Payment equal to at least $10.8333(equivalent to a Contingent Interest Rate of at least