PS-1 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the Nasdaq-100 Index® and the Utilities Select Sector SPDR® Fund
Key Terms
Review Dates*: June 22, 2026, July 13, 2026, August 13,
2026, September 14, 2026, October 13, 2026, November 13,
2026, December 14, 2026, January 13, 2027, February 16,
2027, March 15, 2027, April 13, 2027, May 13, 2027, June 14,
2027, July 13, 2027, August 13, 2027, September 13, 2027,
October 13, 2027, November 15, 2027, December 13, 2027,
January 13, 2028, February 14, 2028, March 13, 2028, April 13,
2028, May 15, 2028, June 13, 2028, July 13, 2028, August 14,
2028, September 13, 2028, October 13, 2028, November 13,
2028, December 13, 2028, January 16, 2029, February 13,
2029, March 13, 2029, April 13, 2029, May 14, 2029, June 13,
2029, July 13, 2029, August 13, 2029, September 13, 2029,
October 15, 2029, November 13, 2029, December 13, 2029,
January 14, 2030, February 13, 2030, March 13, 2030, April 15,
2030, May 13, 2030 and June 13, 2030 (final Review Date)
Call Settlement Dates*: June 25, 2026, July 16, 2026, August
18, 2026, September 17, 2026, October 16, 2026, November
18, 2026, December 17, 2026, January 19, 2027, February 19,
2027, March 18, 2027, April 16, 2027, May 18, 2027, June 17,
2027, July 16, 2027, August 18, 2027, September 16, 2027,
October 18, 2027, November 18, 2027, December 16, 2027,
January 19, 2028, February 17, 2028, March 16, 2028, April 19,
2028, May 18, 2028, June 16, 2028, July 18, 2028, August 17,
2028, September 18, 2028, October 18, 2028, November 16,
2028, December 18, 2028, January 19, 2029, February 16,
2029, March 16, 2029, April 18, 2029, May 17, 2029, June 18,
2029, July 18, 2029, August 16, 2029, September 18, 2029,
October 18, 2029, November 16, 2029, December 18, 2029,
January 17, 2030, February 19, 2030, March 18, 2030, April 18,
2030, May 16, 2030 and the Maturity Date
Maturity Date*: June 18, 2030
Automatic Call:
If the closing value of each Underlying on any Review Date is
greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the Call
Premium Amount applicable to that Review Date, payable on
the applicable Call Settlement Date. No further payments will
be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value of each Underlying is greater than or equal to its Barrier
Amount, you will receive the principal amount of your notes at
maturity.
If the notes have not been automatically called and the Final
Value of any Underlying is less than its Barrier Amount, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been automatically called and the Final
Value of any Underlying is less than its Barrier Amount, you will
lose more than 40.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return: With respect to each Underlying,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value
of that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is
set equal to 1.0 on the Pricing Date. The Share Adjustment
Factor is subject to adjustment upon the occurrence of certain
events affecting the Fund. See "The Underlyings - Funds -
Anti-Dilution Adjustments" in the accompanying product
supplement for further information.
* 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
Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Russell 2000® Index (Bloomberg ticker:
RTY), the Nasdaq-100 Index® (Bloomberg ticker: NDX)
(each of the Russell 2000® Index and the Nasdaq-100
Index®, an "Index" and collectively, the "Indices") and the
Utilities Select Sector SPDR® Fund (Bloomberg ticker:
XLU) (the "Fund") (each of the Indices and the Fund, an
"Underlying" and collectively, the "Underlyings")
Call Premium Amount: The Call Premium Amount with
respect to each Review Date is set forth below:
• first Review Date:
at least 10.00000% × $1,000
• second Review Date:
at least 10.83333% × $1,000
• third Review Date:
at least 11.66667% × $1,000
• fourth Review Date:
at least 12.50000% × $1,000
• fifth Review Date:
at least 13.33333% × $1,000
• sixth Review Date:
at least 14.16667% × $1,000
• seventh Review Date:
at least 15.00000% × $1,000
• eighth Review Date:
at least 15.83333% × $1,000
• ninth Review Date:
at least 16.66667% × $1,000
• tenth Review Date:
at least 17.50000% × $1,000
• eleventh Review Date:
at least 18.33333% × $1,000
• twelfth Review Date:
at least 19.16667% × $1,000
• thirteenth Review Date:
at least 20.00000% × $1,000
• fourteenth Review Date:
at least 20.83333% × $1,000
• fifteenth Review Date:
at least 21.66667% × $1,000
• sixteenth Review Date:
at least 22.50000% × $1,000
• seventeenth Review Date:
at least 23.33333% × $1,000
• eighteenth Review Date:
at least 24.16667% × $1,000
• nineteenth Review Date:
at least 25.00000% × $1,000
• twentieth Review Date:
at least 25.83333% × $1,000
• twenty-first Review Date:
at least 26.66667% × $1,000
• twenty-second Review Date:
at least 27.50000% × $1,000
• twenty-third Review Date:
at least 28.33333% × $1,000
• twenty-fourth Review Date:
at least 29.16667% × $1,000
• twenty-fifth Review Date:
at least 30.00000% × $1,000
• twenty-sixth Review Date:
at least 30.83333% × $1,000
• twenty-seventh Review Date:
at least 31.66667% × $1,000
• twenty-eighth Review Date:
at least 32.50000% × $1,000
• twenty-ninth Review Date:
at least 33.33333% × $1,000
• thirtieth Review Date:
at least 34.16667% × $1,000
• thirty-first Review Date:
at least 35.00000% × $1,000
• thirty-second Review Date:
at least 35.83333% × $1,000
• thirty-third Review Date:
at least 36.66667% × $1,000
• thirty-fourth Review Date:
at least 37.50000% × $1,000
• thirty-fifth Review Date:
at least 38.33333% × $1,000
• thirty-sixth Review Date:
at least 39.16667% × $1,000
• thirty-seventh Review Date:
at least 40.00000% × $1,000
• thirty-eighth Review Date:
at least 40.83333% × $1,000
• thirty-ninth Review Date:
at least 41.66667% × $1,000
• fortieth Review Date:
at least 42.50000% × $1,000
• forty-first Review Date:
at least 43.33333% × $1,000
• forty-second Review Date:
at least 44.16667% × $1,000
• forty-third Review Date:
at least 45.00000% × $1,000
• forty-fourth Review Date:
at least 45.83333% × $1,000
• forty-fifth Review Date:
at least 46.66667% × $1,000
• forty-sixth Review Date:
at least 47.50000% × $1,000
• forty-seventh Review Date:
at least 48.33333% × $1,000
• forty-eighth Review Date:
at least 49.16667% × $1,000
• final Review Date:
at least 50.00000% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: With respect to each Underlying, 100.00% of its
Initial Value
Barrier Amount: With respect to each Underlying, 60.00% of
its Initial Value
Pricing Date: On or about June 13, 2025
Original Issue Date (Settlement Date): On or about
June 18, 2025
PS-9 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the Nasdaq-100 Index® and the Utilities Select Sector SPDR® Fund
• THERE ARE RISKS ASSOCIATED WITH THE FUND -
The Fund is subject to management risk, which is the risk that the investment strategies of the Fund's investment adviser, the
implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could
adversely affect the market price of the shares of the Fund and, consequently, the value of the notes.
• THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY,
MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND'S UNDERLYING INDEX AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate its Underlying Index (as defined under "The Underlyings" below) and may hold securities different
from those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and
fees that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between
the performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities
underlying the Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its
Underlying Index. Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply
and investor demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund.
During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants
may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely
affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund.
Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and
sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially
from the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate
with the performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and
adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• RISKS ASSOCIATED WITH THE UTILITIES SECTOR WITH RESPECT TO THE FUND -
All or substantially all of the equity securities held by the Fund are issued by companies whose primary line of business is directly
associated with the utilities sector. As a result, the value of the notes may be subject to greater volatility and be more adversely
affected by a single economic, political or regulatory occurrence affecting this sector than a different investment linked to securities
of a more broadly diversified group of issuers. Utility companies are affected by supply and demand, operating costs, government
regulation, environmental factors, liabilities for environmental damage and general civil liabilities and rate caps or rate changes.
Although rate changes of a regulated utility usually fluctuate in approximate correlation with financing costs, due to political and
regulatory factors, rate changes ordinarily occur only following a delay after the changes in financing costs. This factor will tend to
favorably affect a regulated utility company's earnings and dividends in times of decreasing costs, but conversely, will tend to
adversely affect earnings and dividends when costs are rising. The value of regulated utility equity securities may tend to have an
inverse relationship to the movement of interest rates. Certain utility companies have experienced full or partial deregulation in
recent years. These utility companies are frequently more similar to industrial companies in that they are subject to greater
competition and have been permitted by regulators to diversify outside of their original geographic regions and their traditional lines
of business. These opportunities may permit certain utility companies to earn more than their traditional regulated rates of return.
Some companies, however, may be forced to defend their core business and may be less profitable. In addition, natural disasters,
terrorist attacks, government intervention or other factors may render a utility company's equipment unusable or obsolete and
negatively impact profitability. Among the risks that may affect utility companies are the following: risks of increases in fuel and
other operating costs; the high cost of borrowing to finance capital construction during inflationary periods; restrictions on
operations and increased costs and delays associated with compliance with environmental and nuclear safety regulations; and the
difficulties involved in obtaining natural gas for resale or fuel for generating electricity at reasonable prices. Other risks include
those related to the construction and operation of nuclear power plants, the effects of energy conservation and the effects of
regulatory changes. These factors could affect the utilities sector and could affect the value of the equity securities held by the
Fund and the price of the Fund during the term of the notes, which may adversely affect the value of your notes.
• THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED -
The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund.
However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an
event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and
adversely affected.
PS-12 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the Nasdaq-100 Index® and the Utilities Select Sector SPDR® Fund
to the "constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
Section 871(m) of the Code and Treasury regulations promulgated thereunder ("Section 871(m)") generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on certain determinations made by us, we expect that Section 871(m) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you
enter into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential
application of Section 871(m) to the notes.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates' view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see "Selected Risk Considerations - Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes - The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate" in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest rates and other
factors, as well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is
determined when the terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that
time.
The estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.'s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions
paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for assuming
risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations under the
PS-13 | Structured Investments
Review Notes Linked to the Least Performing of the Russell 2000® Index,
the Nasdaq-100 Index® and the Utilities Select Sector SPDR® Fund
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging
profits. See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices of the Notes - The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes" in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see "Risk Factors - Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes - Secondary market prices of the notes will be impacted by many
economic and market factors" in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
determined by our affiliates. See "Selected Risk Considerations - Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes - The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period" in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See "How the Notes Work" and "Hypothetical Payout Examples" in this pricing supplement for an illustration of the risk-return
profile of the notes and "The Underlyings" in this pricing supplement for a description of the market exposure provided by the notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions paid to JPMS and other
affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks inherent
in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the matters set forth in the "Risk Factors" sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 4-I dated April 13, 2023:
• Underlying supplement no. 1-I dated April 13, 2023:
• Prospectus supplement and prospectus, each dated April 13, 2023:
• Prospectus addendum dated June 3, 2024:
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.'s CIK is 19617. As used in this pricing
supplement, "we," "us" and "our" refer to JPMorgan Financial.