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
previously redeemed early 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 $24.75
(equivalent to a Contingent Interest Rate of at least 29.70% per
annum, payable at a rate of at least 2.475% 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 29.70% per annum, payable
at a rate of at least 2.475% per month (to be provided in the
pricing supplement)
Interest Barrier / Trigger Value: With respect to each
Reference Stock, 50.00% of its Initial Value, as specified under
"Key Terms Relating to the Reference Stocks" in this pricing
supplement
Pricing Date: On or about December 24, 2025
Original Issue Date (Settlement Date): On or about December
30, 2025
Review Dates*: 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 and June 24, 2027 (final Review Date)
Interest Payment Dates*: 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 and the Maturity Date
Maturity Date*: June 29, 2027
* 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 through fifth 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 plus (c) if the Contingent
Interest Payment applicable to the immediately preceding
Review Date is payable, any previously unpaid Contingent
Interest Payments for any prior Review Dates. 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 Reference Stock 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 applicable to the final Review Date
plus (c) any previously unpaid Contingent Interest Payments for
any prior Review Dates.
If the notes have not been redeemed early and the Final Value
of any Reference Stock 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 × Least Performing Stock Return)
If the notes have not been redeemed early and the Final Value
of any Reference Stock is less than its Trigger Value, you will
lose more than 50.00% of your principal amount at maturity and
could lose all 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.