摩根大通美股招股说明书(2025-12-19版)

Digital Barrier Notes Linked to the Least Performing ofthe Nasdaq-100 Index®, the Russell 2000®Index andthe S&P 500®Index due January 27, 2027 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 leastperforming 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 principalamount 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 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 ofthe accompanying product supplement and “Selected Risk Considerations” beginning on page PS-3 of 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 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 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. Payment at Maturity: 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. Indices:The Nasdaq-100 Index®(Bloomberg ticker: NDX),the Russell 2000®Index (Bloomberg ticker: RTY) and the S&P500®Index (Bloomberg ticker: SPX) (each an “Index” andcollectively, the “Indices”) $1,000 + ($1,000 × Contingent Digital Return) If the Final Value of any Index is less than its Barrier Amount,your payment at maturity per $1,000 principal amount notewill be calculated as follows: Contingent Digital Return:At least 7.00% (to be provided inthe pricing supplement) $1,000 + ($1,000 × Least Performing Index Return) Barrier Amount:With respect to each Index, 60.00% of itsInitial Value If the Final Value of any Index is less than its Barrier Amount,you will lose more than 40.00% of your principal amount atmaturity and could lose all of your principal amount atmaturity. Pricing Date:On or about December 22, 2025 Original Issue Date (Settlement Date):On or aboutDecember 26, 2025 Least Performing Index:The Index with the LeastPerforming Index Return Observation Date*:January 22, 2027 Least Performing Index Return:The lowest of the IndexReturns of the Indices Maturity Date*:January 27, 2027 * 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 toMultiple Underlyings” and “General Terms of Notes —Postponement of a Payment