JPMorgan 3x WTI Capped Notes, cap ≥29.90%, due Oct 20, 2026
JPMorgan Chase Financial Company LLC filed a preliminary 424(b)(2) pricing supplement for Capped Return Enhanced Notes linked to a WTI crude oil futures contract, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes offer 3.00x upside to a maximum return of at least 29.90% and mature on October 20, 2026. Investors forgo interest and can lose some or all principal.
The Strike Value was set at $59.49 (Contract Price on October 13, 2025). If the Final Value exceeds the Strike Value, payment equals principal plus 3.00x the contract return, capped at the maximum; at or below the Strike Value, repayment falls one-for-one with the decline, with no floor above $0. Key dates include an Observation Date of October 15, 2026.
Minimum denomination is $1,000. For advisory accounts, the price will not be lower than $982.50 per $1,000 note; brokerage selling commissions will not exceed $17.50 per $1,000 note. If priced today, the estimated value would be about $971.50 per $1,000 note, and when set, will not be less than $960.00. The notes will not be listed, and values are subject to the credit risk of the issuer and guarantor.
Positive
- None.
Negative
- None.
Insights
Leveraged WTI-linked note with capped upside and principal risk.
The note offers exposure to NYMEX WTI via CL1 (or CL2 on the front-month last trading day) with a 3.00x participation rate up to a cap of at least 29.90%. No coupons are paid; repayment depends on the futures settlement at the Observation Date. If the Final Value is below the Strike Value, repayment falls one-for-one with the decline, down to $0.
Economic terms reflect embedded costs: price to public $1,000, brokerage commissions up to $17.50 per note, and an estimated value indicated at about $971.50 today, with a floor of $960.00 when set. The issuer is JPMorgan Chase Financial, guaranteed by JPMorgan Chase & Co.; obligations are unsecured and unsubordinated, introducing credit risk.
Key anchors include Strike Value $59.49 set on October 13, 2025, Observation Date October 15, 2026, and Maturity October 20, 2026. Actual outcomes hinge on WTI futures behavior and holder liquidity needs, as the notes are not exchange-listed.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is being offered in JPMorgan (AMJB)’s 424(b)(2) filing?
Capped Return Enhanced Notes linked to a WTI crude oil futures contract, offering 3.00x upside to a cap of at least 29.90%, maturing October 20, 2026.
How are returns on the JPMorgan WTI notes calculated?
At maturity: principal plus 3.00x the contract return, subject to the maximum return. If the Final Value is at or below the Strike Value, repayment declines in line with the loss.
What is the Strike Value for these notes?
The Strike Value is $59.49, the WTI futures Contract Price on October 13, 2025.
What fees or minimums apply to the JPMorgan notes?
Minimum denomination is $1,000. Advisory accounts: price not lower than $982.50 per $1,000 note. Brokerage selling commissions: up to $17.50 per $1,000 note.
What are the key risks of the JPMorgan WTI notes?
Principal loss risk, return cap, no interest, credit risk of the issuer/guarantor, no listing/liquidity risk, and exposure to WTI futures volatility.
What is the estimated value of the notes?
If priced today, about $971.50 per $1,000 note; when set, it will not be less than $960.00 per $1,000 note.
What are the key dates for the JPMorgan WTI notes?
Strike Date: Oct 13, 2025; Pricing: on/around Oct 14, 2025; Settlement: on/around Oct 17, 2025; Observation: Oct 15, 2026; Maturity: Oct 20, 2026.
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The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not
an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion dated October 14, 2025
October , 2025 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 2-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023, and
the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
Capped Return Enhanced Notes Linked to a WTI
Crude Oil Futures Contract due October 20, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek a return of 3.00 times any appreciation of the first nearby month futures
contract for WTI crude oil traded on the New York Mercantile Exchange, which we refer to as the NYMEX, or, in certain
circumstances, the second nearby month futures contract for WTI crude oil traded on the NYMEX, which we refer to as
the Commodity Futures Contract, up to a maximum return of at least 29.90%, at maturity.
• Investors should be willing to forgo interest payments and be willing to lose some or all of their principal amount at
maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about October 14, 2025 (the “Pricing Date”) and are expected to settle on or about
October 17, 2025. The Strike Value has been determined by reference to the Contract Price on October 13, 2025
and not by reference to the Contract Price on the Pricing Date.
• CUSIP: 48135NA55
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11
of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense.
Price to Public (1)(2)
Fees and Commissions (2)(3)
Proceeds to Issuer
Per note
$1,000
$
$
Total
$
$
$
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) With respect to notes sold to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser, the price to the public will not be lower than $982.50 per $1,000 principal amount note. J.P. Morgan Securities
LLC, which we refer to as JPMS, and these broker-dealers will forgo any selling commissions related to these sales. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
(3) With respect to notes sold to brokerage accounts, JPMS, acting as agent for JPMorgan Financial, will pay all of the selling
commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $17.50 per
$1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
If the notes priced today, the estimated value of the notes would be approximately $971.50 per $1,000 principal amount
note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement
and will not be less than $960.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this
pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.
PS-1 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Commodity Futures Contract: The first nearby month futures
contract for WTI crude oil (Bloomberg ticker: CL1) traded on
the New York Mercantile Exchange (the “NYMEX”) or, on any
day that falls on the last trading day of such contract (all
pursuant to the rules of the NYMEX), the second nearby month
futures contract for WTI crude oil (Bloomberg ticker: CL2)
traded on the NYMEX
Maximum Return: At least 29.90% (corresponding to a
maximum payment at maturity of at least $1,299.00 per $1,000
principal amount note) (to be provided in the pricing
supplement)
Upside Leverage Factor: 3.00
Strike Date: October 13, 2025
Pricing Date: On or about October 14, 2025
Original Issue Date (Settlement Date): On or about October
17, 2025
Observation Date*: October 15, 2026
Maturity Date*: October 20, 2026
* 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 a
Single Underlying — Notes Linked to a Single Commodity or
Commodity Futures Contract” and “General Terms of Notes —
Postponement of a Payment Date” in the accompanying product
supplement or early acceleration in the event of a commodity
hedging disruption event as described under “General Terms of
Notes — Consequences of a Commodity Hedging Disruption
Event — Acceleration of the Notes” in the accompanying product
supplement and in “Selected Risk Considerations — Risks
Relating to the Notes Generally — We May Accelerate Your Notes
If a Commodity Hedging Disruption Event Occurs” in this pricing
supplement
Payment at Maturity:
If the Final Value is greater than the Strike Value, your
payment at maturity per $1,000 principal amount note will be
calculated as follows:
$1,000 + ($1,000 × Contract Return × Upside Leverage
Factor), subject to the Maximum Return
If the Final Value is equal to the Strike Value, you will receive
the principal amount of your notes at maturity.
If the Final Value is less than the Strike Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Contract Return)
In no event, however, will the payment at maturity be less than
$0.
If the Final Value is less than the Strike Value, you will lose
some or all of your principal amount at maturity.
Contract Return:
(Final Value – Strike Value)
Strike Value
Strike Value: The Contract Price on the Strike Date, which
was $59.49. The Strike Value is not the Contract Price on
the Pricing Date.
Final Value: The Contract Price on the Observation Date
Contract Price: On any day, the official settlement price per
barrel on the NYMEX of the first nearby month futures contract
for WTI crude oil, stated in U.S. dollars, provided that if that
day falls on the last trading day of such futures contract (all
pursuant to the rules of the NYMEX), then the second nearby
month futures contract for WTI crude oil, as made public by the
NYMEX and displayed on the Bloomberg Professional® service
(“Bloomberg”) under the symbol “CL1” or “CL2,” as applicable,
on that day.
PS-2 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
as amended (the “Commodity Exchange Act”). The notes are offered pursuant to an exemption from regulation under the
Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more
payments indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are
not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures
Trading Commission.
Any values of the Commodity Futures Contract, and any values derived therefrom, included in this pricing supplement may be
corrected, in the event of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the
notes. Notwithstanding anything to the contrary in the indenture governing the notes, that amendment will become effective without
consent of the holders of the notes or any other party.
Hypothetical Payout Profile
The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical
Commodity Futures Contract. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that
results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and
payments set forth below assume the following:
• the notes were sold only to brokerage accounts;
• a Strike Value of $100.00;
• a Maximum Return of 29.90%; and
• an Upside Leverage Factor of 3.00.
The hypothetical Strike Value of $100.00 has been chosen for illustrative purposes only and does not represent the actual Strike Value.
The actual Strike Value is the Contract Price on the Strike Date and is specified under “Key Terms — Strike Value” in this pricing
supplement. For historical data regarding the actual Contract Prices, please see the historical information set forth under “The
Commodity Futures Contract” in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and
graph have been rounded for ease of analysis.
Final Value
Contract Return
Total Return on the Notes
Payment at Maturity
$180.00000
80.00000%
29.90%
$1,299.00
$165.00000
65.00000%
29.90%
$1,299.00
$150.00000
50.00000%
29.90%
$1,299.00
$140.00000
40.00000%
29.90%
$1,299.00
$130.00000
30.00000%
29.90%
$1,299.00
$120.00000
20.00000%
29.90%
$1,299.00
$110.00000
10.00000%
29.90%
$1,299.00
$109.96667
9.96667%
29.90%
$1,299.00
$105.00000
5.00000%
15.00%
$1,150.00
$102.50000
2.50000%
7.50%
$1,075.00
$101.00000
1.00000%
3.00%
$1,030.00
$100.00000
0.00000%
0.00%
$1,000.00
$95.00000
-5.00000%
-5.00%
$950.00
$90.00000
-10.00000%
-10.00%
$900.00
$80.00000
-20.00000%
-20.00%
$800.00
$70.00000
-30.00000%
-30.00%
$700.00
PS-3 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
$60.00000
-40.00000%
-40.00%
$600.00
$50.00000
-50.00000%
-50.00%
$500.00
$40.00000
-60.00000%
-60.00%
$400.00
$30.00000
-70.00000%
-70.00%
$300.00
$20.00000
-80.00000%
-80.00%
$200.00
$10.00000
-90.00000%
-90.00%
$100.00
$0.00000
-100.00000%
-100.00%
$0.00
The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Contract Returns. There can be no
assurance that the performance of the Commodity Futures Contract will result in the return of any of your principal amount.
How the Notes Work
Upside Scenario:
If the Final Value is greater than the Strike Value, investors will receive at maturity the $1,000 principal amount plus a return equal to
the Contract Return times the Upside Leverage Factor of 3.00, up to the Maximum Return of at least 29.90%. Assuming a hypothetical
Maximum Return of 29.90%, an investor will realize the maximum payment at maturity at a Final Value at or above approximately
109.96667% of the Strike Value.
• If the Contract Price increases 2.50%, investors will receive at maturity a return equal to 7.50%, or $1,075.00 per $1,000 principal
amount note.
• Assuming a hypothetical Maximum Return of 29.90%, if the Contract Price increases 40.00%, investors will receive at maturity a
return equal to the 29.90% Maximum Return, or $1,299.00 per $1,000 principal amount note, which is the maximum payment at
maturity.
Par Scenario:
If the Final Value is equal to the Strike Value, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the Final Value is less than the Strike Value, investors will lose 1% of the principal amount of their notes for every 1% that the Final
Value is less than the Strike Value. In no event, however, will the payment at maturity be less than $0.
PS-4 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
• For example, if the Contract Price declines 60.00%, investors will lose 60.00% of their principal amount and receive only $400.00
per $1,000 principal amount note at maturity.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term.
These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the secondary market. If these fees
and expenses were included, the hypothetical returns and hypothetical payments shown above would likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the Final Value is less than the Strike Value, you will lose 1% of the principal
amount of your notes for every 1% that the Final Value is less than the Strike Value. In no event, however, will the payment at
maturity be less than $0. Accordingly, under these circumstances, you will lose some or all of your principal amount at maturity.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN,
regardless of any appreciation of the Commodity Futures Contract, which may be significant.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
—
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO THE COMMODITY FUTURES CONTRACT.
• WE MAY ACCELERATE YOUR NOTES IF A COMMODITY HEDGING DISRUPTION EVENT OCCURS —
If we or our affiliates are unable to effect transactions necessary to hedge our obligations under the notes due to a commodity
hedging disruption event, we may, in our sole and absolute discretion, accelerate the payment on your notes and pay you an
amount determined in good faith and in a commercially reasonable manner by the calculation agent. If the payment on your notes
is accelerated, your investment may result in a loss and you may not be able to reinvest your money in a comparable investment.
Please see “General Terms of Notes — Consequences of a Commodity Hedging Disruption Event — Acceleration of the Notes” in
the accompanying product supplement for more information.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which JPMS is willing to buy the notes. You may not be able to sell your notes. The notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
PS-5 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
• THE FINAL TERMS AND VALUATION OF THE NOTES WILL BE PROVIDED IN THE PRICING SUPPLEMENT —
You should consider your potential investment in the notes based on the minimums for the estimated value of the notes and the
Maximum Return.
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES WILL BE LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF
THE NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes will exceed the estimated value of the notes because costs associated with selling, structuring and hedging the notes are
included in the original issue price of the notes. These costs include the selling commissions, if any, the projected profits, if any,
that our affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of
hedging our obligations under the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude selling commissions, if any, projected hedging profits, if any, and estimated
hedging costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to
buy the notes from you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you
prior to the Maturity Date could result in a substantial loss to you.
PS-6 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the selling commissions, if any, projected hedging profits, if any, estimated
hedging costs and the Contract Price. Additionally, independent pricing vendors and/or third party broker-dealers may publish a
price for the notes, which may also be reflected on customer account statements. This price may be different (higher or lower)
than the price of the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk
Factors — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the
notes will be impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Commodity Futures Contract
• COMMODITY FUTURES CONTRACTS ARE SUBJECT TO UNCERTAIN LEGAL AND REGULATORY REGIMES —
Commodity futures contracts are subject to legal and regulatory regimes that may change in ways that could adversely affect our
ability to hedge our obligations under the notes and affect the price of the Commodity Futures Contract. Any future regulatory
changes, may have a substantial adverse effect on the value of your notes. Additionally, in October 2020, the U.S. Commodity
Futures Trading Commission adopted rules to establish revised or new position limits on 25 agricultural, metals and energy
commodity derivatives contracts. The limits apply to a person’s combined position in the specified 25 futures contracts and options
on futures (“core referenced futures contracts”), futures and options on futures directly or indirectly linked to the core referenced
futures contracts, and economically equivalent swaps. These rules came into effect on January 1, 2022 for covered futures and
options on futures contracts and on January 1, 2023 for covered swaps. The rules may reduce liquidity in the exchange-traded
market for those commodity-based futures contracts, which may, in turn, have an adverse effect on any payments on the notes.
Furthermore, we or our affiliates may be unable as a result of those restrictions to effect transactions necessary to hedge our
obligations under the notes resulting in a commodity hedging disruption event, in which case we may, in our sole and absolute
discretion, accelerate the payment on your notes. See “— Risks Relating to the Notes Generally — We May Accelerate Your
Notes If a Commodity Hedging Disruption Event Occurs” above.
• PRICES OF COMMODITY FUTURES CONTRACTS ARE CHARACTERIZED BY HIGH AND UNPREDICTABLE VOLATILITY —
Market prices of commodity futures contracts tend to be highly volatile and may fluctuate rapidly based on numerous factors,
including the factors that affect the price of the commodity underlying the Commodity Futures Contract. See “— The Market Price
of WTI Crude Oil Will Affect the Value of the Notes” below. The Contract Price is subject to variables that may be less significant to
the values of traditional securities, such as stocks and bonds. These variables may create additional investment risks that cause
the value of the notes to be more volatile than the values of traditional securities. As a general matter, the risk of low liquidity or
volatile pricing around the maturity date of a commodity futures contract is greater than in the case of other futures contracts
because (among other factors) a number of market participants take physical delivery of the underlying commodities. Many
commodities are also highly cyclical. The high volatility and cyclical nature of commodity markets may render such an investment
inappropriate as the focus of an investment portfolio.
• THE MARKET PRICE OF WTI CRUDE OIL WILL AFFECT THE VALUE OF THE NOTES —
Because the notes are linked to the performance of the Contract Price of the Commodity Futures Contract, we expect that
generally the market value of the notes will depend in part on the market price of WTI crude oil. The price of WTI crude oil is
primarily affected by the global demand for and supply of crude oil, but is also influenced significantly from time to time by
speculative actions and by currency exchange rates. Crude oil prices are volatile and subject to dislocation. Demand for refined
petroleum products by consumers, as well as the agricultural, manufacturing and transportation industries, affects the price of
crude oil. Crude oil’s end-use as a refined product is often as transport fuel, industrial fuel and in-home heating fuel. Potential for
substitution in most areas exists, although considerations, including relative cost, often limit substitution levels. Because the
precursors of demand for petroleum products are linked to economic activity, demand will tend to reflect economic conditions.
Demand is also influenced by government regulations, such as environmental or consumption policies. In addition to general
economic activity and demand, prices for crude oil are affected by political events, labor activity and, in particular, direct
government intervention (such as embargos) or supply disruptions in major oil producing regions of the world. These events tend
to affect oil prices worldwide, regardless of the location of the event. Supply for crude oil may increase or decrease depending on
many factors. These include production decisions by the Organization of the Petroleum Exporting Countries (“OPEC”) and other
crude oil producers. Crude oil prices are determined with significant influence by OPEC. OPEC has the potential to influence oil
prices worldwide because its members possess a significant portion of the world’s oil supply. In the event of sudden disruptions in
the supplies of oil, such as those caused by war (e.g., Russia’s invasion of Ukraine and resulting sanctions), natural events,
accidents or acts of terrorism, prices of oil futures contracts could become extremely volatile and unpredictable. Also, sudden and
PS-7 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
dramatic changes in the futures market may occur, for example, upon a cessation of hostilities that may exist in countries
producing oil, the introduction of new or previously withheld supplies into the market or the introduction of substitute products or
commodities. Crude oil prices may also be affected by short-term changes in supply and demand because of trading activities in
the oil market and seasonality (e.g., weather conditions such as hurricanes). It is not possible to predict the aggregate effect of all
or any combination of these factors.
• A DECISION BY THE NYMEX TO INCREASE MARGIN REQUIREMENTS FOR WTI CRUDE OIL FUTURES CONTRACTS MAY
AFFECT THE CONTRACT PRICE —
If the NYMEX increases the amount of collateral required to be posted to hold positions in the futures contracts on WTI crude oil
(i.e., the margin requirements), market participants who are unwilling or unable to post additional collateral may liquidate their
positions, which may cause the Contract Price to decline significantly.
• THE NOTES DO NOT OFFER DIRECT EXPOSURE TO COMMODITY SPOT PRICES —
The price of the Commodity Futures Contract reflects the price of a futures contract, not a physical commodity (or its spot price).
The price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the spot price of a
commodity reflects the immediate delivery value of the commodity. A variety of factors can lead to a disparity between the
expected future price of a commodity and the spot price at a given point in time, such as the cost of storing the commodity for the
term of the futures contract, interest charges incurred to finance the purchase of the commodity and expectations concerning
supply and demand for the commodity. The price movements of a futures contract are typically correlated with the movements of
the spot price of the referenced commodity, but the correlation is generally imperfect and price movements in the spot market may
not be reflected in the futures market (and vice versa). Accordingly, the notes may underperform a similar investment that is linked
only to commodity spot prices.
• SINGLE COMMODITY FUTURES CONTRACT PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE
WITH, THE PRICES OF COMMODITIES GENERALLY —
The notes are not linked to a diverse basket of commodities, commodity futures contracts or a broad-based commodity index. The
price of the Commodity Futures Contract may not correlate to the price of commodities or commodity futures contracts generally
and may diverge significantly from the prices of commodities or commodity futures contracts generally. Because the notes are
linked to a single commodity futures contract, they carry greater risk and may be more volatile than notes linked to the prices of
multiple commodities or commodity futures contracts or a broad-based commodity index.
• SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN THE COMMODITY MARKETS AND RELATED FUTURES
MARKETS MAY ADVERSELY AFFECT THE CONTRACT PRICE AND, THEREFORE, THE VALUE OF THE NOTES —
The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of
liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures
exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may
occur during a single day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum
price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has been reached
in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular
contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the
Contract Price of the Commodity Futures Contract and, therefore, the value of your notes.
PS-8 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
The Commodity Futures Contract
The Contract Price is based on, on any day, the official settlement price per barrel on the NYMEX of the first nearby month futures
contract for WTI crude oil, stated in U.S. dollars, provided that if that day falls on the last trading day of such futures contract (all
pursuant to the rules of the NYMEX), then the second nearby month futures contract for WTI crude oil, as made public by the NYMEX
and displayed on Bloomberg under the symbol “CL1” or “CL2,” as applicable, on that day. For additional information about the
Commodity Futures Contract, see “The Underlyings — Commodity Futures Contracts” in the accompanying product supplement.
Historical Information
The following graph sets forth the historical performance of the Commodity Futures Contract based on the weekly historical Contract
Prices from January 3, 2020 through October 10, 2025. The Contract Price on October 13, 2025 was $59.49. We obtained the
Contract Prices above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification.
The historical Contract Prices should not be taken as an indication of future performance, and no assurance can be given as to the
Contract Price on the Observation Date. There can be no assurance that the performance of the Commodity Futures Contract will
result in the return of any of your principal amount.
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 2-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, the gain or loss on your notes should be treated as long-
term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial purchaser of notes at the issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the
notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on
whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a
number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary
income and impose a notional interest charge. While the notice requests comments on appropriate transition rules and effective dates,
any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the
PS-9 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
tax consequences of an investment in the notes, possibly with retroactive effect. You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented
by this notice.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, interest rates and other factors, as well as
assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when the
terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions, if
any, paid to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the notes.
Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a
profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in hedging our obligations
under the notes sold to brokerage accounts, may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our
affiliates will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to
Public) of the Notes” in this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions, if any,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates
for structured debt issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the
stated term of the notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a
profit in connection with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as
determined by our affiliates. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices
PS-10 | Structured Investments
Capped Return Enhanced Notes Linked to a WTI Crude Oil Futures
Contract
of the Notes — The Value of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May
Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Commodity Futures Contract” in this pricing supplement for a description of the market exposure provided by the
notes.
The original issue price of the notes is equal to the estimated value of the notes plus the selling commissions, if any, paid to JPMS and
other affiliated or unaffiliated dealers, plus (minus) the projected profits (losses) that our affiliates expect to realize for assuming risks
inherent in hedging our obligations under the notes, plus the estimated cost of hedging our obligations under the notes.
Supplemental Plan of Distribution
With respect to notes sold to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment
adviser, the price to the public will not be lower than $982.50 per $1,000 principal amount note. JPMS and these broker-dealers will
forgo any selling commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product
supplement.
With respect to notes sold to brokerage accounts, JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions
it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $17.50 per $1,000
principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
Additional Terms Specific to the Notes
You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable
agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any
changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase.
You may also choose to reject such changes, in which case we may reject your offer to purchase.
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement. This pricing supplement, together
with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as
well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying
product supplement and in Annex A to the accompanying prospectus addendum, as the notes involve risks not associated with
conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the
notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our
filings for the relevant date on the SEC website):
• Product supplement no. 2-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029567/ea151907_424b2.pdf
• Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.