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 "Index") and the SPDR® S&P® Regional Banking ETF
(Bloomberg ticker: KRE) and the VanEck® Semiconductor ETF
(Bloomberg ticker: SMH) (each of the SPDR® S&P® Regional
Banking ETF and the VanEck® Semiconductor ETF, a "Fund"
and collectively, the "Funds") (each of the Index and the Funds,
an "Underlying" and collectively, the "Underlyings")
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing value of each
Underlying 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 $8.125
(equivalent to a Contingent Interest Rate of at least 9.75% per
annum, payable at a rate of at least 0.8125% per month) (to be
provided in the pricing supplement).
If the closing value of any Underlying on any Review Date is
less than its Interest Barrier, no Contingent Interest Payment
will be made with respect to that Review Date.
Contingent Interest Rate: At least 9.75% per annum, payable
at a rate of at least 0.8125% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Underlying, 70.00% of its
Initial Value
Trigger Value: With respect to each Underlying, 60.00% of its
Initial Value
Pricing Date: On or about September 19, 2025
Original Issue Date (Settlement Date): On or about
September 24, 2025
Review Dates*: October 20, 2025, November 19, 2025,
December 19, 2025, January 20, 2026, February 19, 2026,
March 19, 2026, April 20, 2026, May 19, 2026, June 22, 2026,
July 20, 2026, August 19, 2026, September 21, 2026, October
19, 2026, November 19, 2026, December 21, 2026, January 19,
2027, February 19, 2027, March 19, 2027, April 19, 2027, May
19, 2027, June 21, 2027, July 19, 2027, August 19, 2027,
September 20, 2027, October 19, 2027, November 19, 2027,
December 20, 2027, January 19, 2028, February 22, 2028,
March 20, 2028, April 19, 2028, May 19, 2028, June 20, 2028,
July 19, 2028, August 21, 2028 and September 19, 2028 (final
Review Date)
Interest Payment Dates*: October 23, 2025, November 24,
2025, December 24, 2025, January 23, 2026, February 24,
2026, March 24, 2026, April 23, 2026, May 22, 2026, June 25,
2026, July 23, 2026, August 24, 2026, September 24, 2026,
October 22, 2026, November 24, 2026, December 24, 2026,
January 22, 2027, February 24, 2027, March 24, 2027, April 22,
2027, May 24, 2027, June 24, 2027, July 22, 2027, August 24,
2027, September 23, 2027, October 22, 2027, November 24,
2027, December 23, 2027, January 24, 2028, February 25,
2028, March 23, 2028, April 24, 2028, May 24, 2028, June 23,
2028, July 24, 2028, August 24, 2028 and the Maturity Date
Maturity Date*: September 22, 2028
* Subject to postponement in the event of a market disruption event
and as described under "General Terms of Notes - Postponement
of a Determination Date - Notes Linked to Multiple Underlyings"
and "General Terms of Notes - Postponement of a Payment Date"
in the accompanying product supplement
Early Redemption:
We, at our election, may redeem the notes early, in whole but
not in part, on any of the Interest Payment Dates (other than the
first 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. 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 Underlying is greater than or equal to its Trigger Value,
you will receive a cash payment at maturity, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the final
Review Date.
If the notes have not been redeemed early and the Final Value
of any Underlying 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 Underlying Return)
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Trigger Value, you will lose
more than 40.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
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: With respect to each Fund, the
Share Adjustment Factor is referenced in determining the
closing value of that Fund and is set equal to 1.0 on the Pricing
Date. The Share Adjustment Factor of each Fund is subject to
adjustment upon the occurrence of certain events affecting that
Fund. See "The Underlyings - Funds - Anti-Dilution
Adjustments" in the accompanying product supplement for
further information.