Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The Consumer Discretionary Select Sector SPDR®
Fund (Bloomberg ticker: XLY) and the VanEck® Semiconductor
ETF (Bloomberg ticker: SMH)
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing price of one share of
each Fund on any Review Date is greater than or equal to its
Interest Barrier, you will receive on the applicable Interest
Payment Date for each $1,000 principal amount note a
Contingent Interest Payment equal to at least $11.0417
(equivalent to a Contingent Interest Rate of at least 13.25% per
annum, payable at a rate of at least 1.10417% per month) (to
be provided in the pricing supplement).
If the closing price of one share of either Fund on any Review
Date is less than its Interest Barrier, no Contingent Interest
Payment will be made with respect to that Review Date.
Contingent Interest Rate: At least 13.25% per annum, payable
at a rate of at least 1.10417% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Fund, 70.00% of its
Initial Value
Trigger Value: With respect to each Fund, 60.00% of its Initial
Value
Pricing Date: On or about July 31, 2025
Original Issue Date (Settlement Date): On or about August 5,
2025
Review Dates*: September 2, 2025, September 30, 2025,
October 31, 2025, December 1, 2025, December 31, 2025,
February 2, 2026, March 2, 2026, March 31, 2026, April 30,
2026, June 1, 2026, June 30, 2026, July 31, 2026, August 31,
2026, September 30, 2026, November 2, 2026, November 30,
2026, December 31, 2026, February 1, 2027, March 1, 2027,
March 31, 2027, April 30, 2027, June 1, 2027, June 30, 2027,
August 2, 2027, August 31, 2027, September 30, 2027,
November 1, 2027, November 30, 2027, December 31, 2027,
January 31, 2028, February 29, 2028, March 31, 2028, May 1,
2028, May 31, 2028, June 30, 2028 and July 31, 2028 (final
Review Date)
Interest Payment Dates*: September 5, 2025, October 3,
2025, November 5, 2025, December 4, 2025, January 6, 2026,
February 5, 2026, March 5, 2026, April 6, 2026, May 5, 2026,
June 4, 2026, July 6, 2026, August 5, 2026, September 3, 2026,
October 5, 2026, November 5, 2026, December 3, 2026,
January 6, 2027, February 4, 2027, March 4, 2027, April 5,
2027, May 5, 2027, June 4, 2027, July 6, 2027, August 5, 2027,
September 3, 2027, October 5, 2027, November 4, 2027,
December 3, 2027, January 5, 2028, February 3, 2028, March
3, 2028, April 5, 2028, May 4, 2028, June 5, 2028, July 6, 2028
and the Maturity Date
Maturity Date*: August 3, 2028
* Subject to postponement in the event of a market disruption event
and as described under "General Terms of Notes - Postponement
of a Determination Date - Notes Linked to Multiple Underlyings"
and "General Terms of Notes - Postponement of a Payment Date"
in the accompanying product supplement
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first, second and final Interest Payment Dates) at a price, for
each $1,000 principal amount note, equal to (a) $1,000 plus (b)
the Contingent Interest Payment, if any, applicable to the
immediately preceding Review Date. If we intend to redeem
your notes early, we will deliver notice to The Depository Trust
Company, or DTC, at least three business days before the
applicable Interest Payment Date on which the notes are
redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value
of each Fund is greater than or equal to its Trigger Value, you
will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the final
Review Date.
If the notes have not been redeemed early and the Final Value
of either Fund is less than its Trigger Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If the notes have not been redeemed early and the Final Value
of either Fund is less than its Trigger Value, you will lose more
than 40.00% of your principal amount at maturity and could lose
all of your principal amount at maturity.
Lesser Performing Fund: The Fund with the Lesser
Performing Fund Return
Lesser Performing Fund Return: The lower of the Fund
Returns of the Funds
Fund Return:
With respect to each Fund,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of
one share of that Fund on the Pricing Date
Final Value: With respect to each Fund, the closing price of
one share of that Fund on the final Review Date
Share Adjustment Factor: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing price of one share of that Fund and is set equal to 1.0
on the Pricing Date. The Share Adjustment Factor of each
Fund is subject to adjustment upon the occurrence of certain
events affecting that Fund. See "The Underlyings - Funds -
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.