Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stocks: As specified under "Key Terms Relating to the
Reference Stocks" in this pricing supplement
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of each
Reference Stock 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 $21.4583 (equivalent to a Contingent
Interest Rate of at least 25.75% per annum, payable at a rate of at
least 2.14583% per month) (to be provided in the pricing
supplement), plus any previously unpaid Contingent Interest
Payments for any prior Review Dates.
If the Contingent Interest Payment is not paid on any Interest
Payment Date, that unpaid Contingent Interest Payment will be paid
on a later Interest Payment Date if the closing price of one share of
each Reference Stock on the Review Date related to that later
Interest Payment Date is greater than or equal to its Interest
Barrier. You will not receive any unpaid Contingent Interest
Payments if the closing price of one share of any Reference Stock
on each subsequent Review Date is less than its Interest Barrier.
Contingent Interest Rate: At least 25.75% per annum, payable at
a rate of at least 2.14583% per month (to be provided in the pricing
supplement)
Interest Barrier: With respect to each Reference Stock, 80.00% of
its Initial Value, as specified under "Key Terms Relating to the
Reference Stocks" in this pricing supplement
Buffer Threshold: With respect to each Reference Stock, 70.00%
of its Initial Value, as specified under "Key Terms Relating to the
Reference Stocks" in this pricing supplement
Buffer Amount: 30.00%
Pricing Date: On or about October 24, 2025
Original Issue Date (Settlement Date): On or about October 29,
2025
Review Dates*: November 24, 2025, December 24, 2025, January
26, 2026, February 24, 2026, March 24, 2026, April 24, 2026, May
26, 2026, June 24, 2026, July 24, 2026, August 24, 2026,
September 24, 2026, October 26, 2026, November 24, 2026,
December 24, 2026, January 25, 2027, February 24, 2027, March
24, 2027, April 26, 2027, May 24, 2027, June 24, 2027, July 26,
2027, August 24, 2027, September 24, 2027 and October 25, 2027
(final Review Date)
Interest Payment Dates*: November 28, 2025, December 30,
2025, January 29, 2026, February 27, 2026, March 27, 2026, April
29, 2026, May 29, 2026, June 29, 2026, July 29, 2026, August 27,
2026, September 29, 2026, October 29, 2026, November 30, 2026,
December 30, 2026, January 28, 2027, March 1, 2027, March 30,
2027, April 29, 2027, May 27, 2027, June 29, 2027, July 29, 2027,
August 27, 2027, September 29, 2027 and the Maturity Date
Maturity Date*: October 28, 2027
Call Settlement Date*: If the notes are automatically called on any
Review Date (other than the first through eleventh and final Review
Dates), the first Interest Payment Date immediately following that
Review Date
* 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
Automatic Call:
If the closing price of one share of each Reference Stock on any
Review Date (other than the first through eleventh and final Review
Dates) is greater than or equal to its Initial 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 Contingent Interest
Payment applicable to that Review Date plus (c) any previously
unpaid Contingent Interest Payments for any prior Review Dates,
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 Reference Stock is greater than or equal to its Buffer
Threshold, 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 plus (c) if the Contingent Interest Payment applicable to the
final Review Date is payable, any previously unpaid Contingent
Interest Payments for any prior Review Dates.
If the notes have not been automatically called and the Final Value
of any Reference Stock is less than its Buffer Threshold, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + [$1,000 × (Least Performing Stock Return + Buffer
Amount)]
If the notes have not been automatically called and the Final Value
of any Reference Stock is less than its Buffer Threshold, you will
lose some or most of your principal amount at maturity.
Least Performing Reference Stock: The Reference Stock with
the Least Performing Stock Return
Least Performing Stock Return: The lowest of the Stock Returns
of the Reference Stocks
Stock Return:
With respect to each Reference Stock,
(Final Value - Initial Value)
Initial Value
Initial Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the Pricing Date, as
specified under "Key Terms Relating to the Reference Stocks" in
this pricing supplement
Final Value: With respect to each Reference Stock, the closing
price of one share of that Reference Stock on the final Review Date
Stock Adjustment Factor: With respect to each Reference Stock,
the Stock Adjustment Factor is referenced in determining the
closing price of one share of that Reference Stock and is set equal
to 1.0 on the Pricing Date. The Stock Adjustment Factor of each
Reference Stock is subject to adjustment upon the occurrence of
certain corporate events affecting that Reference Stock. See "The
Underlyings - Reference Stocks - Anti-Dilution Adjustments" and
"The Underlyings - Reference Stocks - Reorganization Events"
in the accompanying product supplement for further information.