摩根大通美股招股说明书(2025-12-19版)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a fixed return of at least 7.00% at maturity if the Final Value of the least performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index, which we refer to as the Indices, isgreater than or equal to 60.00% of its Initial Value, which we refer to as a Barrier Amount. ●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their 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 risk ●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 22, 2025 and are expected to settle on or about December 26, 2025.●CUSIP: 48136MLM7 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 of 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, (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 itreceives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $7.25 per $1,000 principalamount 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 $984.40 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 pricing The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the Final Value of each Index is greater than or equal to itsBarrier Amount, your payment at maturity per $1,000 principalamount note will be calculated as follows: Guarantor:JPMorgan Chase & Co. Barrier Amount:With respect to each Index, 60.00% of itsInitial Value Pricing Date:On or about December 22, 2025Original Issue Date (Settlement Date):On or aboutDecember 26, 2025 Least Performing Index:The Index with the LeastPerforming Index Return Observation Date*:January 22, 2027Maturity Date*:January 27, 2027 Least Performing Index Return:The lowest of the IndexReturns of the Indices * 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 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 Pricing Date Final Value:With respect to each Index, the closing level ofthat Index on the Observation Date PS-1| Structured Investments 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 event ofmanifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to three hypotheticalIndices. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the ●an Initial Value for the Least Performing Index of 100.00;●a Contingent Digital Return of 7.00%; and The hypothetical Initial Value of the Least Performing Index of 100.00 has been chosen for illustrative purposes only and may notrepresent a likely actual Initial Value of any Index. The actual Initial Value of each Index will be the closing level of that Index on the Each hypothetical total return or hypothetical payment at maturity set forth