摩根大通美股招股说明书(2025-12-29版)

Uncapped Accelerated Barrier Notes Linked to theLesser Performing of the Russell 2000®Index and theS&P 500®Index due December 27, 2030 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of 1.445 times any appreciation of the lesser performingof the Russell 2000®Index and the S&P 500®Index, which we refer to as the Indices, at maturity.●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 priced on December 23, 2025 and are expected to settle on or about December 29, 2025.●CUSIP:48136MHA8 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. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissionsof $6.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts ofInterest)” in the accompanying product supplement. The estimated value of the notes, when the terms of the notes were set, was $978.50 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 agencyand are not obligations of, or guaranteed by, a bank. Key Terms Payment at Maturity: 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 its InitialValue, your payment at maturity per $1,000 principal amountnote will be calculated as follows: Indices:The Russell 2000®Index (Bloomberg ticker: RTY)and the S&P 500®Index (Bloomberg ticker: SPX) (each an“Index” and collectively, the “Indices”) $1,000 + ($1,000 × Lesser Performing Index Return × UpsideLeverage Factor) If the Final Value of either Index is equal to or less than itsInitial Value but the Final Value of each Index is greater thanor equal to its Barrier Amount, you will receive the principalamount of your notes at maturity. Upside Leverage Factor:1.445 Barrier Amount:With respect to each Index, 65.00% of itsInitial Value, which is 1,651.7293 for the Russell 2000®Indexand 4,491.3635 for the S&P 500®Index If the Final Value of either Index is less than its BarrierAmount, your payment at maturity per $1,000 principalamount note will be calculated as follows: Pricing Date:December 23, 2025 Original Issue Date (Settlement Date):On or aboutDecember 29, 2025 $1,000 + ($1,000 × Lesser Performing Index Return) Observation Date*:December 23, 2030 If the Final Value of either Index is less than its BarrierAmount, you will lose more than 35.00% of your principalamount at maturity and could lose all of your principal amountat maturity. Maturity Date*:December 27, 2030 * 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 Date” in the accompanyingproduct supplement Lesser Performing Index:The Index with the LesserPerforming Index Return Lesser Performing Index Return:The lower of the IndexReturns of the Indices Index Return:With respect to each Index, Initial Value:With respect to each Index, the closing level ofthat Index on the Pricing Date, which was 2,541.122 for theRussell 2000®Index and 6,909.79 for the S&P 500®Index Final Value:With respect to each Index, the closing level ofthat Inde