摩根大通美股招股说明书(2025-12-23版)

$692,000 Review Notes Linked to the MerQube US Tech+ VolAdvantage Index due December 24, 2030 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 any Review Date, the closinglevel of the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index, is at or above the Call Value.●The earliest date on which an automatic call may be initiated is December 23, 2026.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 70.00% of their principalamount at maturity. ●The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM, Series1 (the “QQQ Fund”) is subject to a notional financing cost.These deductions will offset any appreciation of thecomponents of the Index, will heighten any depreciation of those components and will generally be a drag on theperformance of the Index.The Index will trail the performance of an identical index without such deductions.See“Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will Include a ●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.●Minimum denominations of $1,000 and integral multiples thereof●The notes priced on December 19, 2025 and are expected to settle on or about December 24, 2025.●CUSIP: 48136MJB4 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, “Risk Factors” beginning on page US-4 of the accompanying underlyingsupplement and “Selected Risk Considerations” beginning on page PS-7 of this pricing supplement. 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 The estimated value of the notes, when the terms of the notes were set, was $907.70 per $1,000 principal amount note. See“The Estimated Value of the Notes” in this pricing supplement for additional information. 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. Automatic Call: If the closing level of the Index on any Review Date isgreater than or equal to the 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 applicable to that Review Date, payable on Guarantor:JPMorgan Chase & Co. Index:The MerQube US Tech+ Vol Advantage Index(Bloomberg ticker: MQUSTVA).The level of the Index reflectsa deduction of 6.0% per annum that accrues daily, and the Payment at Maturity: Call Premium Amount:As specified under “Key TermsRelating to the Call Premium Amount” in this pricing If the notes have not been automatically called and the FinalValue is less than the Initial Value by up to the Buffer Call Value:100.00% of the Initial Value If the notes have not been automatically called and the FinalValue is less than the Initial Value by more than the Buffer Buffer Amount:30.00% Pricing Date:December 19, 2025 $1,000 + [$1,000 × (Index Return + Buffer Amount)] Review Dates*:December 23, 2026, January 19, 2027,February 19, 2027, March 19, 2027, April 19, 2027, May 19,2027, June 21, 2027, July 19, 2027, August 19, 2027,September 20, 2027, October 19, 2027, November 19, 2027,December 20, 2027, January 19, 2028, February 22, 2028,March 20, 2028, April 19, 2028, May 19, 2028, June 20, 2028,July 19, 2028, August 21, 2028, September 19, 2028, October19, 2028, November 20, 2028, December 19, 2028, January19, 2029, February 20, 2029, March 19, 2029, April 19, 2029,May 21, 2029, June 20, 2029, July 19, 2029, August 20, 2029,September 19, 2029, October 19, 2029, November 19, 2029,December 19, 2029, January 22, 2030, February 19, 2030,March 19, 2030, April 22, 2030, May 20, 2030, June 20, 2030,July 19, 2030, August 19, 2030, September 19, 2030, October21, 2030, November 19, 2030 and December 19, 2030 (final If the notes have not been automatically called and the FinalValue is less than the Initial Value by more than the BufferAmount