JPMorgan Chase & Co.

11/07/2025 | Press release | Distributed by Public on 11/07/2025 11:24

Primary Offering Prospectus (Form 424B2)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not
an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated November 7, 2025
November , 2025 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023, and
the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
due November 24, 2028
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
closing price of one share of the iShares® Ethereum Trust ETF, which we refer to as the Fund, is at or above the Call
Value.
• The earliest date on which an automatic call may be initiated is November 23, 2026.
• Investors should be willing to forgo interest payments and be willing to accept the risk of losing a significant portion or all
of their principal amount at maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the Fund
seeks to reflect generally the performance of the price of ether and therefore the notes involve significant risks in
investments tracking cryptocurrencies. Ether has historically exhibited high price volatility relative to more
traditional asset classes and has experienced extreme volatility in recent periods and may continue to do so,
which may increase the volatility of the Fund.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about November 20, 2025 and are expected to settle on or about November 25,
2025.
• CUSIP: 48136LJF7
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11
of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-6 of this pricing
supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(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 it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $40.00 per
$1,000 principal amount 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 $910.00 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $900.00 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
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Fund: The iShares® Ethereum Trust ETF (Bloomberg ticker:
ETHA)
Call Premium Amount: The Call Premium Amount with respect
to each Review Date is set forth below:
• first Review Date:
at least 35.00% × $1,000
• second Review Date:
at least 43.75% × $1,000
• third Review Date:
at least 52.50% × $1,000
• fourth Review Date:
at least 61.25% × $1,000
• fifth Review Date:
at least 70.00% × $1,000
• sixth Review Date:
at least 78.75% × $1,000
• seventh Review Date:
at least 87.50% × $1,000
• eighth Review Date:
at least 96.25% × $1,000
• final Review Date:
at least 105.00% × $1,000
(in each case, to be provided in the pricing supplement)
Call Value: 100.00% of the Initial Value
Barrier Amount: 70.00% of the Initial Value
Pricing Date: On or about November 20, 2025
Original Issue Date (Settlement Date): On or about November
25, 2025
Review Dates*: November 23, 2026, February 22, 2027, May 20,
2027, August 20, 2027, November 22, 2027, February 22, 2028,
May 22, 2028, August 21, 2028 and November 20, 2028 (final
Review Date)
Call Settlement Dates*: November 27, 2026, February 25, 2027,
May 25, 2027, August 25, 2027, November 26, 2027, February
25, 2028, May 25, 2028, August 24, 2028 and the Maturity Date
Maturity Date*: November 24, 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 a Single Underlying - Notes
Linked to a Single Underlying (Other Than a Commodity Index)" and
"General Terms of Notes - Postponement of a Payment Date" in the
accompanying product supplement or early acceleration in the event of a
liquidation event as described under "Supplemental Terms of the Notes -
Acceleration Upon a Liquidation Event" and "Selected Risk Considerations
- Risks Relating to the Notes Generally - We May Accelerate Your
Notes If a Liquidation Event Occurs" in this pricing supplement
Automatic Call:
If the closing price of one share of the Fund on any Review Date is
greater than or equal to the 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
is greater than or equal to the 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
is less than the Barrier Amount, your payment at maturity per
$1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Fund Return)
If the notes have not been automatically called and the Final Value
is less than the Barrier Amount, you will lose more than 30.00% of
your principal amount at maturity and could lose all of your principal
amount at maturity.
Fund Return:
(Final Value - Initial Value)
Initial Value
Initial Value: The closing price of one share of the Fund on the
Pricing Date
Final Value: The closing price of one share of the Fund on the final
Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing price of one share 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.
PS-2 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
as amended (the "Commodity Exchange Act"). The notes are offered pursuant to an exemption from regulation under the
Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more
payments indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are
not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures
Trading Commission.
Any values of the Fund, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Acceleration Upon a Liquidation Event
Notwithstanding anything to the contrary under "The Underlyings - Funds - Discontinuation of a Fund; Alternate Calculation of
Closing Price and Trading Price" in the accompanying product supplement, if the Fund (or a successor fund (as defined in the
accompanying product supplement)) is delisted, liquidated or otherwise terminated (each, a "liquidation event") and the calculation
agent determines, in its sole discretion, that no successor fund is available, we will have the right, but not the obligation, to accelerate
the payment on the notes. If we choose to exercise this right, (a) we will provide, or cause the calculation agent to provide, written
notice of our election to exercise this right to the trustee, on which notice the trustee may conclusively rely, at its New York office, and to
The Depository Trust Company, or DTC, as holder of the notes, (b) the amount due and payable per note upon early acceleration will
be determined by the calculation agent in good faith and in a commercially reasonable manner on the date on which we (or the
calculation agent) deliver notice of acceleration and (c) that amount will be payable on the fifth business day following the date on which
we (or the calculation agent) deliver notice of acceleration, and the maturity date will be accelerated to that fifth business day. In
determining the amount due and payable upon the occurrence of a liquidation event due to delisting of the Fund, the calculation agent
will consider the last price published by the relevant exchange before such delisting.
We will provide, or will cause the calculation agent to provide, written notice to the trustee at its New York office, on which notice the
trustee may conclusively rely, and to DTC of the cash amount due with respect to the notes as promptly as possible and in no event
later than two business days prior to the date on which payment is due.
How the Notes Work
Payment upon an Automatic Call
PS-3 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Payment at Maturity If the Notes Have Not Been Automatically Called
Review Dates
You will receive the principal amount
of your notes.
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Final Review Date Payment at Maturity
The Final Value is greater than or equal to the
Barrier Amount.
You will receive:
$1,000 + ($1,000 ×Fund Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value is less than the Barrier Amount.
PS-4 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Call Premium Amount
The table below illustrates the hypothetical Call Premium Amount per $1,000 principal amount note for each Review Date based on the
minimum Call Premium Amounts set forth under "Key Terms - Call Premium Amount" above. The actual Call Premium Amounts will
be provided in the pricing supplement and will not be less than the minimum Call Premium Amounts set forth under "Key Terms - Call
Premium Amount."
Review Date
Call Premium Amount
First
$350.00
Second
$437.50
Third
$525.00
Fourth
$612.50
Fifth
$700.00
Sixth
$787.50
Seventh
$875.00
Eighth
$962.50
Final
$1,050.00
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to a hypothetical Fund, assuming a range of performances for the
hypothetical Fund on the Review Dates.
In addition, the hypothetical payments set forth below assume the following:
• an Initial Value of $100.00;
• a Call Value of $100.00 (equal to 100.00% of the hypothetical Initial Value);
• a Barrier Amount of $70.00 (equal to 70.00% of the hypothetical Initial Value); and
• the Call Premium Amounts are equal to the minimum Call Premium Amounts set forth under "Key Terms - Call Premium
Amount" above.
The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value. The actual Initial Value will be the closing price of one share of the Fund on the Pricing Date and will be provided in the pricing
supplement. For historical data regarding the actual closing prices of one share of the Fund, please see the historical information set
forth under "The Fund" in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 - Notes are automatically called on the first Review Date.
Date
Closing Price
First Review Date
$110.00
Notes are automatically called
Total Payment
$1,350.00 (35.00% return)
Because the closing price of one share of the Fund on the first Review Date is greater than or equal to the Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,350.00 (or $1,000 plus the Call Premium Amount
applicable to the first Review Date), payable on the applicable Call Settlement Date. No further payments will be made on the notes.
PS-5 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Example 2 - Notes are automatically called on the final Review Date.
Date
Closing Price
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$75.00
Notes NOT automatically called
Third through Eighth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$230.00
Notes are automatically called
Total Payment
$2,050.00 (105.00% return)
Because the closing price of one share of the Fund on the final Review Date is greater than or equal to the Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $2,050.00 (or $1,000 plus the Call Premium Amount
applicable to the final Review Date), payable on the applicable Call Settlement Date, which is the Maturity Date.
Example 3 - Notes have NOT been automatically called and the Final Value is greater than or equal to the Barrier Amount.
Date
Closing Price
First Review Date
$90.00
Notes NOT automatically called
Second Review Date
$85.00
Notes NOT automatically called
Third through Eighth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$80.00
Notes NOT automatically called; Final Value is greater than or
equal to Barrier Amount
Total Payment
$1,000.00 (0.00% return)
Because the notes have not been automatically called and the Final Value is greater than or equal to the Barrier Amount, the payment
at maturity, for each $1,000 principal amount note, will be $1,000.00.
Example 4 - Notes have NOT been automatically called and the Final Value is less than the Barrier Amount.
Date
Closing Price
First Review Date
$80.00
Notes NOT automatically called
Second Review Date
$70.00
Notes NOT automatically called
Third through Eighth
Review Dates
Less than Call Value
Notes NOT automatically called
Final Review Date
$40.00
Notes NOT automatically called; Final Value is less than Barrier
Amount
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value is less than the Barrier Amount and the Fund Return is -60.00%,
the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
PS-6 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS -
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value is less than
the Barrier Amount, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial
Value. Accordingly, under these circumstances, you will lose more than 30.00% of your principal amount at maturity and could
lose all of your principal amount at maturity.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. -
Investors are dependent on our and JPMorgan Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.'s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
-
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
• THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO ANY CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of the Fund, which may be significant. You will not participate in any appreciation of the Fund.
• THE BENEFIT PROVIDED BY THE BARRIER AMOUNT MAY TERMINATE ON THE FINAL REVIEW DATE -
If the Final Value is less than the Barrier Amount and the notes have not been automatically called, the benefit provided by the
Barrier Amount will terminate and you will be fully exposed to any depreciation of the Fund.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT -
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE FUND OR ITS UNDERLYING ASSET.
• THE RISK OF THE CLOSING PRICE OF ONE SHARE OF THE FUND FALLING BELOW THE BARRIER AMOUNT IS
GREATER IF THE PRICE OF ONE SHARE OF THE FUND IS VOLATILE.
• WE MAY ACCELERATE YOUR NOTES IF A LIQUIDATION EVENT OCCURS -
If a liquidation event occurs and the calculation agent determines, in its sole discretion, that no successor fund is available, we
may, in our sole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith
and in a commercially reasonable manner by the calculation agent. If the payment on your notes is accelerated, your investment
may result in a loss and you may not be able to reinvest your money in a comparable investment. For more information, see
"Supplemental Terms of the Notes - Acceleration Upon a Liquidation Event" in this pricing supplement.
PS-7 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
• LACK OF LIQUIDITY -
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT -
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Call Premium Amounts.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS -
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.'s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors - Risks Relating to Conflicts of Interest" in the accompanying product
supplement.
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 -
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value 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, 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. See "The Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS' ESTIMATES -
See "The Estimated Value of the Notes" in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE -
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. See "The Estimated Value of the Notes" in this pricing supplement.
• 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 -
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.
See "Secondary Market Prices of the Notes" in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES -
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the
PS-8 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to
the Maturity Date could result in a substantial loss to you.
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS -
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging
costs and the price of one share of the Fund. Additionally, independent pricing vendors and/or third party broker-dealers may
publish a price for the notes, which may also be reflected on customer account statements. This price may be different (higher or
lower) than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. 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.
Risks Relating to the Fund
• THE FUND IS NOT AN INVESTMENT COMPANY OR COMMODITY POOL AND WILL NOT BE SUBJECT TO REGULATION
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE ACT -
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• 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 ASSET AS WELL AS THE NET ASSET
VALUE PER SHARE -
The Fund does not fully replicate the performance of ether, which we refer to as the underlying asset with respect to the Fund, due
to the fees and expenses charged by the Fund or by restrictions on access to the underlying asset due to other circumstances.
Additionally, there is a risk that part or all of the Fund's holdings in its underlying asset could be lost, stolen or destroyed. Access
to the Fund's underlying asset could also be restricted by natural events (such as an earthquake) or human actions (such as a
terrorist attack or cyberattack). All of these factors may lead to a lack of correlation between the performance of the Fund and its
underlying asset. In addition, 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, the Fund's underlying asset 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 asset 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.
• VOLATILITY RISK -
Greater expected volatility with respect to the Fund indicates a greater likelihood as of the Pricing Date that the Final Value could
be less than the Barrier Amount if the notes have not been automatically called. The Fund's volatility, however, can change
significantly over the term of the notes. The closing price of one share of the Fund could fall sharply during the term of the notes,
which could result in you losing a significant portion or all of your principal amount at maturity. In addition, because the Fund is
linked to a single asset, not a diverse basket or a broad-based index, the notes carry greater risk and may be more volatile than
securities linked to the values of a diverse basket or a broad-based index. Furthermore, ether has historically exhibited high
price volatility relative to more traditional asset classes and has experienced extreme volatility in recent periods and may
continue to do so, which may increase the volatility of the Fund.
• THE NOTES ARE SUBJECT TO RISKS RELATING TO ETHER AND THE ETHEREUM NETWORK -
The Fund offers exposure to ether. Ether is a digital asset designed to act as a medium of exchange and does not represent legal
tender. Use of ether in the retail and commercial marketplace is relatively limited. Ether generally operates without central
authority or banks and is not backed by any government or organized governing body. Digital assets such as ether are new and
novel products, and their value is influenced by a wide variety of factors that are uncertain and difficult to evaluate. Information
about ether holdings is limited, as ownership of ether is semi-anonymous and the supply of accessible ether is unknown.
Ether is an emerging asset class, and regulation in the United States is still developing, including with respect to market integrity,
anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state and/or foreign governments
PS-9 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
may restrict the use and exchange of ether and any such regulatory actions may adversely affect the value of ether. Ether and the
ethereum network face significant challenges to scaling. Ether has been and may continue to be subject to extreme market
volatility.
Competition from other digital assets or so-called "central bank digital currencies" could adversely affect the value of ether.
Political or economic crises may motivate large-scale sales of ether, which could result in a reduction in the prices of ether and
adversely affect an investment in the notes. Concerns about the perceived or actual environmental or other risks associated with,
or bad publicity regarding, ether may lead to decreased participation in the ethereum network or decreased interest in or use of
ether, which could adversely affect the value of ether and therefore the value of and return on the notes. The value of ether may
fall sharply, and potentially to zero, causing you to lose a significant portion or all of your principal amount at maturity. If ether
continues to be subject to sharp fluctuations, the Fund and the notes may be adversely affected.
The value of ether could be adversely affected by the actions of ether validators. Your investment in the notes could also be
adversely affected by a temporary or permanent "fork" (or "split") of the ethereum network and the blockchain, with one version
running pre-modified software and the other running modified software. Even when held indirectly, investment vehicles like the
Fund may be affected by the high volatility associated with ether exposure. Ether is susceptible to theft, loss, destruction and
fraud.
Ether exchanges and other trading venues on which ether trades are also relatively new and, in most cases, largely unregulated
and may therefore be more exposed to operational problems, fraud and failure than established, regulated exchanges for
securities, derivatives and other currencies. Ether exchanges may stop operating or permanently shut down due to fraud, technical
glitches, internet disruptions, hackers or malware (e.g., intentional network attacks), which may also affect the price of ether.
Events that negatively affect ether may negatively affect the performance of the Fund and the notes.
Ether trading relies on new technologies that may be exposed to operational problems. For example, smart contracts, including
those relating to decentralized finance applications, are a new technology and their ongoing development and operation may result
in problems, which could reduce the demand for ether or cause a wider loss of confidence in the ethereum network, either of which
could have an adverse impact on the value of ether.
• LIMITED TRADING HISTORY -
The Fund commenced trading on The Nasdaq Stock Market on July 23, 2024 and therefore has limited historical performance.
Accordingly, historical information for the Fund is available only since that date. Past performance should not be considered
indicative of future performance.
• 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.
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Review Notes Linked to the iShares® Ethereum Trust ETF
The Fund
The Fund is an exchange-traded fund that seeks to reflect generally the performance of the price of ether before the payment of its
expenses and liabilities. The assets of the Fund consist primarily of ether held by the ether custodian on behalf of the Fund. For
additional information about the Fund, see Annex A below.
Historical Information
The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of the
Fund from July 26, 2024 through October 31, 2025. The Fund commenced trading on The Nasdaq Stock Market on July 23, 2024 and
therefore has limited historical performance. The closing price of one share of the Fund on November 5, 2025 was $26.08. We
obtained the closing prices above and below from the Bloomberg Professional® service ("Bloomberg"), without independent verification.
The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Fund, such as stock splits.
The historical closing prices of one share of the Fund should not be taken as an indication of future performance, and no assurance can
be given as to the closing price of one share of the Fund on the Pricing Date or any Review Date. There can be no assurance that the
performance of the Fund will result in the return of any of your principal amount.
Tax Treatment
You should review carefully the section entitled "Material U.S. Federal Income Tax Consequences" in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as "open transactions"
that are not debt instruments for U.S. federal income tax purposes, as more fully described in "Material U.S. Federal Income Tax
Consequences - Tax Consequences to U.S. Holders - Notes Treated as Open Transactions That Are Not Debt Instruments" in the
accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
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
PS-11 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
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, 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
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.
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Review Notes Linked to the iShares® Ethereum Trust ETF
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 Fund" 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. 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:
• 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.
PS-13 | Structured Investments
Review Notes Linked to the iShares® Ethereum Trust ETF
Annex A
The iShares® Ethereum Trust ETF
All information contained in this pricing supplement regarding the iShares® Ethereum Trust ETF has been derived from publicly
available information, without independent verification. This information reflects the policies of, and is subject to change by, the sponsor
of the Fund, iShares Delaware Trust Sponsor LLC ("iShares Delaware"), an indirect subsidiary of BlackRock, Inc. BlackRock Fund
Advisors, a California corporation that is a wholly-owned subsidiary of BlackRock, Inc., is the trustee of the Fund. The Bank of New
York Mellon is the cash custodian of the Fund and Coinbase Custody Trust Company, LLC is the ether custodian of the Fund. The
Fund is an investment trust that trades on The Nasdaq Stock Market under the ticker symbol "ETHA."
The Fund seeks to reflect generally the performance of the price of ether before the payment of its expenses and liabilities. The assets
of the Fund consist primarily of ether held by the ether custodian on behalf of the Fund. The Fund issues blocks of shares in exchange
for deposits of ether or cash. The shares of the Fund are intended to constitute a simple and cost-effective means of making an
investment similar to an investment in ether. The shares of the Fund represent units of fractional undivided beneficial interest in and
ownership of the Fund. The Fund is a passive investment vehicle that does not seek to generate returns beyond tracking the price of
ether and the sponsor of the Fund does not actively manage the ether held by the Fund. The trustee of the Fund sells ether held by the
Fund to pay the Fund's expenses on an as-needed basis irrespective of then-current ether prices.
Currently, the Fund's only ordinary recurring expense is expected to be iShares Delaware's fee, which is accrued daily at an annualized
rate equal to 0.25% of the net asset value of the Fund and is payable at least quarterly in arrears. The trustee of the Fund will, when
directed by iShares Delaware, and, in the absence of such direction, may, in its discretion, sell ether in such quantity and at such times
as may be necessary to permit payment of iShares Delaware's fee and of expenses or liabilities of the Fund not assumed by iShares
Delaware. As a result of the recurring sales of ether necessary to pay the Fund sponsor's fee and the Fund expenses or liabilities not
assumed by the Fund sponsor, the net asset value of the Fund and, correspondingly, the fractional amount of ether represented by
each share will decrease over the life of the Fund. New deposits of ether, received in exchange for additional new issuances of shares
by the Fund, do not reverse this trend.
Information provided to or filed with the SEC by the Fund pursuant to the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, can be located by reference to SEC file numbers 333-275583 and 001-42166, respectively,
through the SEC's website at http://www.sec.gov. The Fund is not a mutual fund or any other type of investment company within the
meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. The Fund is not a
commodity pool for purposes of the Commodity Exchange Act of 1936, as amended, and is not subject to regulation thereunder, and
iShares Delaware is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a
commodity trading advisor.
Ether
Ether is a digital asset, the ownership and behavior of which are determined by participants in an online, peer-to-peer network that
connects computers that run publicly accessible, or "open source," software that follows the rules and procedures governing the
ethereum network. The value of ether, like the value of other digital assets, is not backed by any government, corporation or other
identified body. Ownership and the ability to transfer or take other actions with respect to ether are protected through public-key
cryptography. The supply of ether is constrained or formulated by its protocol instead of being explicitly delegated to an identified body
(e.g., a central bank) to control. Unlike certain digital assets, such as bitcoin, there is no hard cap on the supply of ether. Units of
ether, called tokens, are treated as fungible. Ether and certain other types of digital assets are often referred to as digital currencies or
cryptocurrencies. No single entity owns or operates the ethereum network, the infrastructure of which is collectively maintained by (1) a
decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly
referred to as "validators"), (2) developers who propose improvements to the ethereum network's underlying protocol and the software
that enforces the protocol and (3) users who choose what ethereum network software to run.
Ether was released in 2015 and, as a result, there is little data on its long-term investment potential. Ether is not backed by a
government-issued legal tender or any other currency or asset. Ether is "stored" or reflected on a digital transaction ledger commonly
known as a "blockchain." A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on
the computers of certain users of the digital asset. The ethereum network has undergone a number of significant changes since its
release, including the transition from a proof-of-work consensus mechanism (where network participants engaged in prescribed,
complex mathematical calculations to add blocks containing transactions to the blockchain) to a proof-of-stake consensus mechanism.
Under the proof-of-stake consensus mechanism, validators risk or "stake" their ether to compete to be randomly selected to validate
transactions and are rewarded ether in proportion to the amount of ether staked. Malicious activity, such as validating multiple blocks,
disagreeing with the eventual consensus or otherwise violating protocol rules, can result in the forfeiture of a portion of the staked ether.
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Review Notes Linked to the iShares® Ethereum Trust ETF
The Fund is not permitted to stake its ether and is therefore not generating income or other earnings from staking. To the extent the
Fund were to begin staking its ether, such staking may introduce new risks involving security risks, regulatory risks and operational
risks.
JPMorgan Chase & Co. published this content on November 07, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 07, 2025 at 17:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]