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, 2027 Fully 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.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 credit riskof JPMorgan Chase & Co., as guarantor of the notes.●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.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about December 26, 2025 and are expected to settle on or about December 31, 2025.●CUSIP: 48136MMS3 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 pricingsupplement. 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 acriminal 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) 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. If the notes priced today, the estimated value of the notes would be approximately $963.10 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 andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricingsupplement 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. 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 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. Nofurther payments will be made on the notes. 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”) 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 notapply to the payment upon an automatic call, the paymentupon an automatic call may be significantly less than thepayment at maturity for the same level of appreciation in theLeast Performing Index. 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 Upside Leverage Factor:2.54 Barrier Amount:With respect to each Index, 70.00% of itsInitial Value Payment at Maturity: Pricing Date:On or ab