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 $6.875 (equivalent to a
Contingent Interest Rate of 8.25% per annum, payable at a rate
of 0.6875% per month).
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: 8.25% per annum, payable at a rate
of 0.6875% per month
Interest Barrier / Trigger Value: With respect to each
Underlying, 70.00% of its Initial Value, which is 1,755.5069 for
the Russell 2000® Index, 17,513.559 for the Nasdaq-100 Index®
and $61.754 for the Fund
Pricing Date: December 18, 2025
Original Issue Date (Settlement Date): On or about December
23, 2025
Review Dates*: January 20, 2026, February 18, 2026, March
18, 2026, April 20, 2026, May 18, 2026, June 18, 2026, July 20,
2026, August 18, 2026, September 18, 2026, October 19, 2026,
November 18, 2026, December 18, 2026, January 19, 2027,
February 18, 2027, March 18, 2027, April 19, 2027, May 18,
2027, June 21, 2027, July 19, 2027, August 18, 2027,
September 20, 2027, October 18, 2027, November 18, 2027,
December 20, 2027, January 18, 2028, February 18, 2028,
March 20, 2028, April 18, 2028, May 18, 2028, June 20, 2028,
July 18, 2028, August 18, 2028, September 18, 2028, October
18, 2028, November 20, 2028 and December 18, 2028 (final
Review Date)
Interest Payment Dates*: January 23, 2026, February 23,
2026, March 23, 2026, April 23, 2026, May 21, 2026, June 24,
2026, July 23, 2026, August 21, 2026, September 23, 2026,
October 22, 2026, November 23, 2026, December 23, 2026,
January 22, 2027, February 23, 2027, March 23, 2027, April 22,
2027, May 21, 2027, June 24, 2027, July 22, 2027, August 23,
2027, September 23, 2027, October 21, 2027, November 23,
2027, December 23, 2027, January 21, 2028, February 24,
2028, March 23, 2028, April 21, 2028, May 23, 2028, June 23,
2028, July 21, 2028, August 23, 2028, September 21, 2028,
October 23, 2028, November 24, 2028 and the Maturity Date
Maturity Date*: December 21, 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, which is 2,507.867 for
the Russell 2000® Index, 25,019.37 for the Nasdaq-100 Index®
and $88.22 for the Fund
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.