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) and 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 iShares® 20+
Year Treasury Bond ETF (Bloomberg ticker: TLT) (the "Fund")
(each of the Indices and the Fund, 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 between $8.125 and
$9.7917 (equivalent to a Contingent Interest Rate of between
9.75% and 11.75% per annum, payable at a rate of between
0.8125% and 0.97917% 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: Between 9.75% and 11.75% per
annum, payable at a rate of between 0.8125% and 0.97917%
per month (to be provided in the pricing supplement)
Interest Barrier / Trigger Value: With respect to each
Underlying, 70.00% of its Initial Value
Pricing Date: On or about November 25, 2025
Original Issue Date (Settlement Date): On or about December
1, 2025
Review Dates*: December 26, 2025, January 26, 2026,
February 25, 2026, March 25, 2026, April 27, 2026, May 26,
2026, June 25, 2026, July 27, 2026, August 25, 2026,
September 25, 2026, October 26, 2026, November 25, 2026,
December 28, 2026, January 25, 2027, February 25, 2027,
March 25, 2027, April 26, 2027, May 25, 2027, June 25, 2027,
July 26, 2027, August 25, 2027, September 27, 2027, October
25, 2027, November 26, 2027, December 27, 2027, January 25,
2028, February 25, 2028, March 27, 2028, April 25, 2028, May
25, 2028, June 26, 2028, July 25, 2028, August 25, 2028,
September 25, 2028, October 25, 2028 and November 27, 2028
(final Review Date)
Interest Payment Dates*: December 31, 2025, January 29,
2026, March 2, 2026, March 30, 2026, April 30, 2026, May 29,
2026, June 30, 2026, July 30, 2026, August 28, 2026,
September 30, 2026, October 29, 2026, December 1, 2026,
December 31, 2026, January 28, 2027, March 2, 2027, March
31, 2027, April 29, 2027, May 28, 2027, June 30, 2027, July 29,
2027, August 30, 2027, September 30, 2027, October 28, 2027,
December 1, 2027, December 30, 2027, January 28, 2028,
March 1, 2028, March 30, 2028, April 28, 2028, May 31, 2028,
June 29, 2028, July 28, 2028, August 30, 2028, September 28,
2028, October 30, 2028 and the Maturity Date
Maturity Date*: November 30, 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 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 30.00% 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.