摩根大通美股招股说明书(2025-12-18版)

Auto Callable Accelerated Barrier Notes Linked to theLeast Performing of the Nasdaq-100 Index®, theRussell 2000®Index and the S&P 500®Index dueDecember 30, 2027Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, the closinglevel of each of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index, which we refer to as the Indices,is at or above its Call Value.●The date on which an automatic call may be initiated is January 4, 2027.●The notes are also designed for investors who seek an uncapped return of 2.54 times any appreciation of the leastperforming of the Indices at maturity, if the notes have not been automatically called. ●Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing some or all oftheir principal amount at maturity. 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 ofthe accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4of this pricing Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe 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 (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.(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 receivesfrom us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $26.50 per $1,000 principal amount note. See“Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Automatic Call: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co.Guarantor:JPMorgan Chase & Co.Indices:The Nasdaq-100 Index®(Bloomberg ticker: NDX), theRussell 2000®Index (Bloomberg ticker: RTY) and the S&P500®Index (Bloomberg ticker: SPX) (each an “Index” andcollectively, the “Indices”)Call Premium Amount:At least $120.00 per $1,000 principalamount note (to be provided in the pricing supplement)Call Value:With respect to each Index, 100.00% of its InitialValue If the closing level of each Index on the Review Date isgreater than or equal to its Call Value, the notes will beautomatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) the CallPremium Amount, payable on the Call Settlement Date. No If the notes are automatically called, you will not benefit fromthe Upside Leverage Factor that applies to the payment atmaturity if the Final Value of each Index is greater than itsInitial Value. Because the Upside Leverage Factor does not Upside Leverage Factor:2.54Barrier Amount:With respect to each Index, 70.00% of itsInitial Value Payment at Maturity: Pricing Date:On or about December 26, 2025Original Issue Date (Settlement Date):On or aboutDecember 31, 2025 If the notes have not been automatically called and the FinalValue of each Index is greater than its Initial Value, yourpayment at maturity per $1,000 principal amount note will be Review Date*:January 4, 2027Call Settlement Date*:January 7, 2027Observation Date*:December 27, 2027Maturity Date*:December 30, 2027 $1,000 + ($1,000 × Least Performing Index Return × UpsideLeverage Factor) If the notes have not been automatically called and the FinalValue of any Index is equal to or less than its Initial Value butthe Final Value of each Index is greater than or equal to its * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to If the notes have not been automatically called and the FinalValue of any Index is less than its Barrier Amount, your $1,000 + ($1,000 × Least Performing Index Return) If the notes have not been automatically called and the FinalValue of any Index is less than its Barrier Amount, you willlose more than 30.00% of your principal amount at maturity Least Performing Index:The Index with the LeastPerforming Index Return Least Performing Index Return:The lowest of the IndexReturns of the Indices Index Return:With respect to each Index,(Final Value – Initial Value)Initial Value Initial Value:With respect to each Index, the closing level ofthat Index on the