STOCK TITAN

[424B2] – JPMORGAN CHASE & CO (JPM, AMJB, VYLD, JPM-PC, JPM-PD, JPM-PJ, JPM-PK, JPM-PL, JPM-PM) (CIK 0000019617)

Filing Impact
(No impact)
Filing Sentiment
(Neutral)
Form Type
424B2

JPMorgan Chase Financial Company LLC filed a 424(b)(2) preliminary pricing supplement for Auto Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index, fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes may pay a monthly Contingent Interest of at least 0.88333% (at least 10.60% per annum) when the Index closes at or above the Interest Barrier of 60% of the Initial Value; missed coupons can be paid later if the barrier is met. The notes auto-call quarterly if the Index is at or above the Initial Value, with the earliest call on October 22, 2026. If not called, they mature on October 26, 2028. Principal is protected only if the Final Value is at least the Trigger Value of 50% of the Initial Value; below that, losses track the Index decline.

The Index includes a 6.0% per annum daily deduction, which drags performance. Minimum denomination is $1,000; price to public is $1,000 per note; selling commissions will not exceed $9 per $1,000. The estimated value would be approximately $977 per $1,000 if priced today and will not be less than $900 per $1,000 when set. Payments are subject to the credit risk of JPMorgan Financial and JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC ha depositato un supplemento di prezzo preliminare 424(b)(2) per Auto Callable Contingent Interest Notes legate all'indice MerQube US Large-Cap Vol Advantage, interamente e incondizionatamente garantiti da JPMorgan Chase & Co.

Le note possono pagare un interesse contingente mensile di almeno 0,88333% (almeno 10,60% annuo) quando l’indice chiude pari o superiore alla Barriera di Interesse del 60% del Valore Iniziale; i coupon mancanti possono essere pagati successivamente se la barriera è raggiunta. Le note si auto-chiama automaticamente trimestralmente se l’indice è pari o superiore al Valore Iniziale, con la prima chiamata il 22 ottobre 2026. Se non chiamate, maturano il 26 ottobre 2028. Il capitale è protetto solo se il Valore Finale è almeno il Valore di Trigger del 50% del Valore Iniziale; al di sotto di tale soglia, le perdite seguono il calo dell’Indice.

L’Indice include una deduzione giornaliera del 6,0% annuo, che trascina la performance. La denominazione minima è $1.000; il prezzo di emissione è di $1.000 per nota; le commissioni di vendita non supereranno $9 per $1.000. Il valore stimato sarebbe di circa $977 per $1.000 se quotato oggi e non sarà inferiore a $900 per $1.000 al momento dell’emissione. I pagamenti sono soggetti al rischio di credito di JPMorgan Financial e JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC presentó un suplemento de precios preliminar 424(b)(2) para Notas con Interés Contingente Llamables Automáticamente vinculadas al MerQube US Large-Cap Vol Advantage Index, total e incondicionalmente garantizadas por JPMorgan Chase & Co.

Las notas pueden pagar un Interés Contingente mensual de al menos 0,88333% (al menos 10,60% anual) cuando el Índice cierre en o por encima de la Barreira de Interés del 60% del Valor Inicial; los cupones perdidos pueden pagarse más tarde si se alcanza la barrera. Las notas se llamarán automáticamente trimestralmente si el Índice está en o por encima del Valor Inicial, con la primera llamada el 22 de octubre de 2026. Si no se llama, vencen el 26 de octubre de 2028. El principal está protegido solo si el Valor Final es al menos el Valor de Disparador del 50% del Valor Inicial; por debajo de eso, las pérdidas siguen la caída del Índice.

El Índice incluye una deducción diaria del 6.0% anual, que arrastra el rendimiento. La denominación mínima es $1,000; el precio público es de $1,000 por nota; las comisiones de venta no excederán $9 por $1,000. El valor estimado sería aproximadamente $977 por $1,000 si se valuara hoy y no será menor a $900 por $1,000 cuando se emita. Los pagos están sujetos al riesgo de crédito de JPMorgan Financial y JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC가 MerQube US Large-Cap Vol Advantage 지수에 연결된 Auto Callable Contingent Interest Notes의 424(b)(2) 예비 가격 보충서를 제출했으며, 이는 JPMorgan Chase & Co.의 전액 무조건 보장입니다.

노트는 지수가 초기가의 60%인 이자 장벽에 도달하거나 그 이상일 때 매달 최소 0.88333%컨팅잉 이자를 지급할 수 있으며, 벽에 도달하지 못한 쿠폰은 벽이 충족되면 이후에 지급될 수 있습니다. 지수가 초기 가치 이상일 때 분기별로 자동으로 콜되며, 최초 콜은 2026년 10월 22일입니다. 호출되지 않으면 만기는 2028년 10월 26일입니다. 원금은 최종 가치가 초기 가치의 50%트리거 값 이상일 때만 보호되며, 그 이하일 경우 손실은 지수 하락에 따라 추적됩니다.

지수에는 연간 6.0%의 일일 차감이 포함되어 있어 성과에 영향을 미칩니다. 최소 명목은 $1,000이고, 발행가는 주당 $1,000이며, 판매 수수료는 $1,000당 최대 $9을 초과하지 않습니다. 오늘가 기준으로 추정 가치가 약 $977이며 발행 시점에 $900를 밑돌지 않을 것입니다. 지급은 JPMorgan Financial 및 JPMorgan Chase & Co.의 신용 위험에 따라 달라집니다.

JPMorgan Chase Financial Company LLC a déposé un supplément de tarification préliminaire 424(b)(2) pour Notes à intérêt conditionnel auto-appelable liées à l’indice MerQube US Large-Cap Vol Advantage, entièrement et sans condition garantis par JPMorgan Chase & Co.

Les notes peuvent payer un Intérêt conditionnel mensuel d’au moins 0,88333% (au moins 10,60% par an) lorsque l’indice clôture à ou au-dessus de la Barrière d’Intérêt de 60% de la Valeur Initiale; les coupons manqués peuvent être payés ultérieurement si la barrière est atteinte. Les notes se déclenchent automatiquement à intervalles trimestriels si l’indice est à ou au-dessus de la Valeur Initiale, avec la première levée le 22 octobre 2026. Si non appelée, elles arrivent à maturité le 26 octobre 2028. Le principal est protégé uniquement si la Valeur Finale est au moins la Valeur de Déclenchement de 50% de la Valeur Initiale; en dessous, les pertes suivent le déclin de l’indice.

L’indice comprend une déduction journalière de 6,0% par an, qui tire la performance. La dénomination minimale est $1 000; le prix d’émission est de 1000 $ par note; les commissions de vente ne dépasseront pas $9 par 1000 $. La valeur estimée serait d’environ $977 par 1000 $ si évaluée aujourd’hui et ne sera pas inférieure à $900 par 1000 $ lors de l’émission. Les paiements sont soumis au risque de crédit de JPMorgan Financial et JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC hat einen vorläufigen Pricing Supplement 424(b)(2) für Auto Callable Contingent Interest Notes vorgelegt, die an den MerQube US Large-Cap Vol Advantage Index gekoppelt sind und von JPMorgan Chase & Co. vollständig und bedingungslos garantiert werden.

Die Notes können einen monatlichen Kontingenten Zins von mindestens 0,88333% zahlen (mindestens 10,60% p.a.), wenn der Index bei oder über der Zinsbarriere von 60% des Initialwerts schließt; verpasste Coupons können gezahlt werden, wenn die Barriere erreicht wird. Die Notes werden vierteljährlich automatisch zurückgerufen, wenn der Index den Initialwert erreicht oder übersteigt, frühester Call am 22. Oktober 2026. Falls nicht gerufen, laufen sie am 26. Oktober 2028 aus. Das Kapital ist nur geschützt, wenn der Endwert mindestens der Trigger-Wert von 50% des Initialwerts beträgt; darunter folgen Verluste dem Rückgang des Index.

Der Index enthält eine tägliche Abzinsung von 6,0% p.a., die die Performance drückt. Die Mindeststückelung beträgt $1.000; der Ausgabepreis liegt bei $1.000 pro Note; Verkaufsprovisionen überschreiten höchstens $9 pro $1.000. Der geschätzte Wert wäre heute ungefähr $977 pro $1.000 und wird bei der Ausgabe nicht weniger als $900 pro $1.000 betragen. Zahlungen unterliegen dem Kreditrisiko von JPMorgan Financial und JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC قدمت مُكمِّلة تسعير 424(b)(2) أولية لـ أوراق اسمية بعائد متغير قابل للنداء التلقائي المرتبطة بمؤشر MerQube US Large-Cap Vol Advantage، مضمونة كلياً وبلا شرط من قبل JPMorgan Chase & Co.

قد تدفع الأوراق فائدة متغيرة شهرية لا تقل عن 0.88333% (لا تقل عن 10.60% سنوياً) عندما يغلق المؤشر عند أو فوق حاجز الفائدة البالغ 60% من القيمة الأولية؛ يمكن دفع القسائم المفقودة لاحقاً إذا تم الوصول إلى الحاجز. يتم نداء الأوراق تلقائياً ربع السنوي إذا كان المؤشر عند أو فوق القيمة الأولية، وأول نداء سيكون في 22 أكتوبر 2026. إذا لم يتم نداءها، تستحق في 26 أكتوبر 2028. الرأس المال محمي فقط إذا كانت القيمة النهائية لا تقل عن قيمة التشغيل البالغة 50% من القيمة الأولية؛ وتحت ذلك تتبع الخسائر انخفاض المؤشر.

يشمل المؤشر خصماً يومياً بنسبة 6.0% سنوياً، مما يثقل الأداء. الحد الأدنى للترميز هو $1,000؛ سعر الإصدار هو $1,000 لكل ورقة؛ العمولات البيعية لن تتجاوز $9 لكل $1,000. القيمة المقدرة ستكون حوالي $977 لكل $1,000 إذا تم تسعيرها اليوم ولن تكون أقل من $900 لكل $1,000 عند الإصدار. مدفوعات ذلك عرضة لمخاطر ائتمانية من JPMorgan Financial و JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC 已提交用于<自动可赎回或 contingent 利息票据的初步定价补充文件 424(b)(2),其与 MerQube US Large-Cap Vol Advantage 指数挂钩,并由 JPMorgan Chase & Co. 全部无条件担保。

若指数在初始值的基础上收盘于或高于 利息障碍 60% 时,票据可能以每月至少 0.88333%Contingent Interest 支付;若错过的票息若达到障碍可后续支付。若指数达到初始值或以上,票据将每季度自动觸發赎回,最早赎回日为 2026年10月22日。如未被赎回,它们在 2028年10月26日 到期。若最终价值至少为初始值的 触发值 50%,本金得到保护;低于此值的损失将随指数下跌而计提。

指数包含一个 年化每日扣减 6.0%,拖累表现。最小面额为 $1,000;公开价格为每份票据 $1,000;销售佣金不超过 $9/每$1,000。若今天定价,估算价值约为 $977/每$1,000,发行时不低于 $900/每$1,000。支付受 JPMorgan Financial 与 JPMorgan Chase & Co. 的信用风险影响。

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JPMorgan Chase Financial Company LLC ha depositato un supplemento di prezzo preliminare 424(b)(2) per Auto Callable Contingent Interest Notes legate all'indice MerQube US Large-Cap Vol Advantage, interamente e incondizionatamente garantiti da JPMorgan Chase & Co.

Le note possono pagare un interesse contingente mensile di almeno 0,88333% (almeno 10,60% annuo) quando l’indice chiude pari o superiore alla Barriera di Interesse del 60% del Valore Iniziale; i coupon mancanti possono essere pagati successivamente se la barriera è raggiunta. Le note si auto-chiama automaticamente trimestralmente se l’indice è pari o superiore al Valore Iniziale, con la prima chiamata il 22 ottobre 2026. Se non chiamate, maturano il 26 ottobre 2028. Il capitale è protetto solo se il Valore Finale è almeno il Valore di Trigger del 50% del Valore Iniziale; al di sotto di tale soglia, le perdite seguono il calo dell’Indice.

L’Indice include una deduzione giornaliera del 6,0% annuo, che trascina la performance. La denominazione minima è $1.000; il prezzo di emissione è di $1.000 per nota; le commissioni di vendita non supereranno $9 per $1.000. Il valore stimato sarebbe di circa $977 per $1.000 se quotato oggi e non sarà inferiore a $900 per $1.000 al momento dell’emissione. I pagamenti sono soggetti al rischio di credito di JPMorgan Financial e JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC presentó un suplemento de precios preliminar 424(b)(2) para Notas con Interés Contingente Llamables Automáticamente vinculadas al MerQube US Large-Cap Vol Advantage Index, total e incondicionalmente garantizadas por JPMorgan Chase & Co.

Las notas pueden pagar un Interés Contingente mensual de al menos 0,88333% (al menos 10,60% anual) cuando el Índice cierre en o por encima de la Barreira de Interés del 60% del Valor Inicial; los cupones perdidos pueden pagarse más tarde si se alcanza la barrera. Las notas se llamarán automáticamente trimestralmente si el Índice está en o por encima del Valor Inicial, con la primera llamada el 22 de octubre de 2026. Si no se llama, vencen el 26 de octubre de 2028. El principal está protegido solo si el Valor Final es al menos el Valor de Disparador del 50% del Valor Inicial; por debajo de eso, las pérdidas siguen la caída del Índice.

El Índice incluye una deducción diaria del 6.0% anual, que arrastra el rendimiento. La denominación mínima es $1,000; el precio público es de $1,000 por nota; las comisiones de venta no excederán $9 por $1,000. El valor estimado sería aproximadamente $977 por $1,000 si se valuara hoy y no será menor a $900 por $1,000 cuando se emita. Los pagos están sujetos al riesgo de crédito de JPMorgan Financial y JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC가 MerQube US Large-Cap Vol Advantage 지수에 연결된 Auto Callable Contingent Interest Notes의 424(b)(2) 예비 가격 보충서를 제출했으며, 이는 JPMorgan Chase & Co.의 전액 무조건 보장입니다.

노트는 지수가 초기가의 60%인 이자 장벽에 도달하거나 그 이상일 때 매달 최소 0.88333%컨팅잉 이자를 지급할 수 있으며, 벽에 도달하지 못한 쿠폰은 벽이 충족되면 이후에 지급될 수 있습니다. 지수가 초기 가치 이상일 때 분기별로 자동으로 콜되며, 최초 콜은 2026년 10월 22일입니다. 호출되지 않으면 만기는 2028년 10월 26일입니다. 원금은 최종 가치가 초기 가치의 50%트리거 값 이상일 때만 보호되며, 그 이하일 경우 손실은 지수 하락에 따라 추적됩니다.

지수에는 연간 6.0%의 일일 차감이 포함되어 있어 성과에 영향을 미칩니다. 최소 명목은 $1,000이고, 발행가는 주당 $1,000이며, 판매 수수료는 $1,000당 최대 $9을 초과하지 않습니다. 오늘가 기준으로 추정 가치가 약 $977이며 발행 시점에 $900를 밑돌지 않을 것입니다. 지급은 JPMorgan Financial 및 JPMorgan Chase & Co.의 신용 위험에 따라 달라집니다.

JPMorgan Chase Financial Company LLC a déposé un supplément de tarification préliminaire 424(b)(2) pour Notes à intérêt conditionnel auto-appelable liées à l’indice MerQube US Large-Cap Vol Advantage, entièrement et sans condition garantis par JPMorgan Chase & Co.

Les notes peuvent payer un Intérêt conditionnel mensuel d’au moins 0,88333% (au moins 10,60% par an) lorsque l’indice clôture à ou au-dessus de la Barrière d’Intérêt de 60% de la Valeur Initiale; les coupons manqués peuvent être payés ultérieurement si la barrière est atteinte. Les notes se déclenchent automatiquement à intervalles trimestriels si l’indice est à ou au-dessus de la Valeur Initiale, avec la première levée le 22 octobre 2026. Si non appelée, elles arrivent à maturité le 26 octobre 2028. Le principal est protégé uniquement si la Valeur Finale est au moins la Valeur de Déclenchement de 50% de la Valeur Initiale; en dessous, les pertes suivent le déclin de l’indice.

L’indice comprend une déduction journalière de 6,0% par an, qui tire la performance. La dénomination minimale est $1 000; le prix d’émission est de 1000 $ par note; les commissions de vente ne dépasseront pas $9 par 1000 $. La valeur estimée serait d’environ $977 par 1000 $ si évaluée aujourd’hui et ne sera pas inférieure à $900 par 1000 $ lors de l’émission. Les paiements sont soumis au risque de crédit de JPMorgan Financial et JPMorgan Chase & Co.

JPMorgan Chase Financial Company LLC hat einen vorläufigen Pricing Supplement 424(b)(2) für Auto Callable Contingent Interest Notes vorgelegt, die an den MerQube US Large-Cap Vol Advantage Index gekoppelt sind und von JPMorgan Chase & Co. vollständig und bedingungslos garantiert werden.

Die Notes können einen monatlichen Kontingenten Zins von mindestens 0,88333% zahlen (mindestens 10,60% p.a.), wenn der Index bei oder über der Zinsbarriere von 60% des Initialwerts schließt; verpasste Coupons können gezahlt werden, wenn die Barriere erreicht wird. Die Notes werden vierteljährlich automatisch zurückgerufen, wenn der Index den Initialwert erreicht oder übersteigt, frühester Call am 22. Oktober 2026. Falls nicht gerufen, laufen sie am 26. Oktober 2028 aus. Das Kapital ist nur geschützt, wenn der Endwert mindestens der Trigger-Wert von 50% des Initialwerts beträgt; darunter folgen Verluste dem Rückgang des Index.

Der Index enthält eine tägliche Abzinsung von 6,0% p.a., die die Performance drückt. Die Mindeststückelung beträgt $1.000; der Ausgabepreis liegt bei $1.000 pro Note; Verkaufsprovisionen überschreiten höchstens $9 pro $1.000. Der geschätzte Wert wäre heute ungefähr $977 pro $1.000 und wird bei der Ausgabe nicht weniger als $900 pro $1.000 betragen. Zahlungen unterliegen dem Kreditrisiko von JPMorgan Financial und JPMorgan Chase & Co.

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 10, 2025
October , 2025
Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 5-III dated March 5, 2025, 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
Auto Callable Contingent Interest Notes Linked to the MerQube
US Large-Cap Vol Advantage Index due October 26, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
The notes are designed for investors who seek a Contingent Interest Payment with respect to each monthly Interest Review
Date for which the closing level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is
greater than or equal to 60.00% of the Initial Value, which we refer to as the Interest Barrier.
If the closing level of the Index is greater than or equal to the Interest Barrier on any Interest Review Date, investors wil l
receive, in addition to the Contingent Interest Payment with respect to that Interest Review Date, any previously unpaid
Contingent Interest Payments for prior Interest Review Dates.
The notes will be automatically called if the closing level of the Index on any quarterly Autocall Review Date is greater tha n
or equal to the Initial Value.
The earliest date on which an automatic call may be initiated is October 22, 2026.
Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no
Contingent Interest Payment may be made with respect to some or all Interest Review Dates.
Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive
Contingent Interest Payments.
The Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation of the
futures contracts included in the Index, will heighten any depreciation of those futures contracts and will generally
be a drag on the performance of the Index. The Index will trail the performance of an identical index without a
deduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally The Level of the Index
Will Include a 6.0% per Annum Daily Deduction” in this pricing supplement.
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 22, 2025 and are expected to settle on or about October 27, 2025.
CUSIP: 48136HU71
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, “Risk Factors” beginning on page US-4 of the accompanying underlying
supplement and “Selected Risk Considerations” beginning on page PS-8 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,
underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
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) J.P. Morgan Securities LLC, which we refer to as 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 $9.00 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 $977.00 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 $900.00 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.
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The MerQube US Large-Cap Vol Advantage Index
(Bloomberg ticker: MQUSLVA). The level of the Index reflects a
deduction of 6.0% per annum that accrues daily.
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of the Index on any Interest Review Date is greater than or
equal to the 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 $8.8333
(equivalent to a Contingent Interest Rate of at least 10.60% per
annum, payable at a rate of at least 0.88333% per month) (to
be provided in the pricing supplement), plus any previously
unpaid Contingent Interest Payments for any prior Interest
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 level of the
Index on the Interest Review Date related to that later Interest
Payment Date is greater than or equal to the Interest Barrier.
You will not receive any unpaid Contingent Interest Payments if
the closing level of the Index on each subsequent Interest
Review Date is less than the Interest Barrier.
Contingent Interest Rate: At least 10.60% per annum, payable
at a rate of at least 0.88333% per month (to be provided in the
pricing supplement)
Interest Barrier: 60.00% of the Initial Value
Trigger Value: 50.00% of the Initial Value
Pricing Date: On or about October 22, 2025
Original Issue Date (Settlement Date): On or about October
27, 2025
Interest Review Dates*: As specified under “Key Terms
Relating to the Interest Review Dates, Autocall Review Dates
and Interest Payment Dates” in this pricing supplement
Autocall Review Dates*: As specified under “Key Terms
Relating to the Interest Review Dates, Autocall Review Dates
and Interest Payment Dates” in this pricing supplement
Interest Payment Dates*: As specified under “Key Terms
Relating to the Interest Review Dates, Autocall Review Dates
and Interest Payment Dates” in this pricing supplement
Maturity Date*: October 26, 2028
Call Settlement Date*: If the notes are automatically called on
any Autocall Review Date, the first Interest Payment Date
immediately following that Autocall Review Date
* Subject to postponement in the event of a market disruption event and
as described under “Supplemental Terms of the Notes —
Postponement of a Determination Date Notes Linked Solely to an
Index” in the accompanying underlying supplement and “General Terms
of Notes Postponement of a Payment Date” in the accompanying
product supplement
Automatic Call:
If the closing level of the Index on any Autocall Review Date is
greater than or equal to the Initial Value, the notes will be
automatically called for a cash payment, for each $1,000
principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment applicable to the Interest Review
Date corresponding to that Autocall Review Date plus (c) any
previously unpaid Contingent Interest Payments for any prior
Interest Review Dates, payable on the applicable Call
Settlement Date. No further payments will be made on the
notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than or equal to the 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
plus (c) if the Contingent Interest Payment applicable to the final
Review Date is payable, any previously unpaid Contingent
Interest Payments for any prior Interest Review Dates.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
If the notes have not been automatically called and the Final
Value is less than the 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.
Index Return:
(Final Value Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing Date
Final Value: The closing level of the Index on the final Review
Date
Key Terms Relating to the Interest Review Dates, Autocall Review Dates and Interest Payment Dates
Interest Review Dates*: November 24, 2025, December 22,
2025, January 22, 2026, February 23, 2026, March 23, 2026,
April 22, 2026, May 22, 2026, June 22, 2026, July 22, 2026,
August 24, 2026, September 22, 2026, October 22, 2026,
November 23, 2026, December 22, 2026, January 22, 2027,
February 22, 2027, March 22, 2027, April 22, 2027, May 24,
2027, June 22, 2027, July 22, 2027, August 23, 2027,
September 22, 2027, October 22, 2027, November 22, 2027,
December 22, 2027, January 24, 2028, February 22, 2028,
March 22, 2028, April 24, 2028, May 22, 2028, June 22, 2028,
July 24, 2028, August 22, 2028, September 22, 2028 and
October 23, 2028 (the “final Review Date”)
Autocall Review Dates*: October 22, 2026, January 22,
2027, April 22, 2027, July 22, 2027, October 22, 2027,
January 24, 2028, April 24, 2028 and July 24, 2028
Interest Payment Dates*: November 28, 2025, December
26, 2025, January 27, 2026, February 26, 2026, March 26,
2026, April 27, 2026, May 28, 2026, June 25, 2026, July 27,
2026, August 27, 2026, September 25, 2026, October 27,
2026, November 27, 2026, December 28, 2026, January 27,
2027, February 25, 2027, March 25, 2027, April 27, 2027,
May 27, 2027, June 25, 2027, July 27, 2027, August 26,
2027, September 27, 2027, October 27, 2027, November 26,
2027, December 28, 2027, January 27, 2028, February 25,
2028, March 27, 2028, April 27, 2028, May 25, 2028, June
27, 2028, July 27, 2028, August 25, 2028, September 27,
2028 and the Maturity Date
* Subject to postponement in the event of a market disruption event
and as described under "Supplemental Terms of the Notes
Postponement of a Determination Date Notes Linked Solely to an
Index" in the accompanying underlying supplement and "General
Terms of Notes Postponement of a Payment Date" in the
accompanying product supplement
The MerQube US Large-Cap Vol Advantage Index
The MerQube US Large-Cap Vol Advantage Index (the “Index”) was developed by MerQube (the “Index Sponsor” and “Index
Calculation Agent”), in coordination with JPMS, and is maintained by the Index Sponsor and is calculated and published by the Index
Calculation Agent. The Index was established on February 11, 2022. An affiliate of ours currently has a 10% equity interest i n the Index
Sponsor, with a right to appoint an employee of JPMS, another of our affiliates, as a member of the board of directors of the Index
Sponsor.
The Index attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-mini® S&P 500® futures (the
“Futures Contracts”), which reference the S&P 500® Index, while targeting a level of implied volatility, with a maximum exposure to the
Futures Contracts of 500% and a minimum exposure to the Futures Contracts of 0%. The Index is subject to a 6.0% per annum dai ly
deduction. The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity
markets. For more information about the Futures Contracts and the S&P 500® Index, see “Background on E-mini® S&P 500® Futures”
and “Background on the S&P 500® Index,” respectively, in the accompanying underlying supplement.
On each weekly Index rebalance day, the exposure to the Futures Contracts is set equal to (a) the 35% implied volatility targ et (the
“target volatility”) divided by (b) the one-week implied volatility of the SPDR® S&P 500® ETF Trust (the “SPY Fund”), subject to a
maximum exposure of 500%. For example, if the implied volatility of the SPY Fund is equal to 17.5%, the exposure to the Futures
Contracts will equal 200% (or 35% / 17.5%) and if the implied volatility of the SPY Fund is equal to 40%, the exposure to the Futures
Contracts will equal 87.5% (or 35% / 40%). The Index’s exposure to the Futures Contracts will be greater than 100% when the i mplied
volatility of the SPY Fund is below 35%, and the Index’s exposure to the Futures Contracts will be less than 100% when the im plied
volatility of the SPY Fund is above 35%. In general, the Index’s target volatility feature is expected to result in the volatility of the Index
being more stable over time than if no target volatility feature were employed. No assurance can be provided that the volatil ity of the
Index will be stable at any time.
The investment objective of the SPY Fund is to provide investment results that, before expenses, correspond generally to the price and
yield performance of the S&P 500® Index. For more information about the SPY Fund, see “Background on the SPDR® S&P 500® ETF
Trust” in the accompanying underlying supplement. The Index uses the implied volatility of the SPY Fund as a proxy for the vo latility of
the Futures Contracts.
The 6.0% per annum daily deduction will offset any appreciation of the Futures Contracts, will heighten any depreciation of the Futures
Contracts and will generally be a drag on the performance of the Index. The Index will trail the performance of an identical index without
a deduction.
Holding the estimated value of the notes and market conditions constant, the Contingent Interest Rate, the Interest Barrier, the Trigger
Value and the other economic terms available on the notes are more favorable to investors than the terms that would be availa ble on a
hypothetical note issued by us linked to an identical index without a daily deduction. However, there can be no assurance tha t any
improvement in the terms of the notes derived from the daily deduction will offset the negative effect of the daily deduction on the
performance of the Index. The return on the notes may be lower than the return on a hypothetical note issued by us linked to an
identical index without a daily deduction.
The daily deduction and the volatility of the Index (as influenced by the Index’s target volatility feature) are two of the p rimary variables
that affect the economic terms of the notes. Additionally, the daily deduction and volatility of the Index are two of the inp uts our affiliates’
internal pricing models use to value the derivative or derivatives underlying the economic terms of the notes for purposes of determining
the estimated value of the notes set forth on the cover of this pricing supplement. The daily deduction will effectively redu ce the value of
the derivative or derivatives underlying the economic terms of the notes. See “The Estimated Value of the Notes” and “Selecte d Risk
Considerations Risks Relating to the Estimated Value and Secondary Market Prices of the Notes” in this pricing supplement.
The Index is subject to risks associated with the use of significant leverage. In addition, the Index may be significantly
uninvested on any given day, and, in that case, will realize only a portion of any gains due to appreciation of the Futures
Contracts on that day. The index deduction is deducted daily at a rate of 6.0% per annum, even when the Index is not fully
invested.
No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that
the Index will be successful or will outperform any alternative index or strategy that might reference the Futures Contracts.
For additional information about the Index, see “The MerQube Vol Advantage Index Series” in the accompanying underlying
supplement.
Supplemental Terms of the Notes
The notes are not 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 indexe d 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 afforde d any
protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission.
Any value of any underlier, 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. Notwithsta nding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the ho lders of
the notes or any other party.
How the Notes Work
Payments in Connection with Interest Review Dates Preceding the Final Review Date
Interest Review Dates Preceding the Final Review Date That Are Not Autocall Review Dates
Compare the closing level of the Index to the Interest Barrier on each Interest Review Date that is not an Autocall Review Date until the final Review Date or
any earlier automatic call. Refer to the second diagram if an Interest Review Date is also an Autocall Review Date.
The closing level of the Index is greater than or equal
to the Interest Barrier.
You will receive (a) a Contingent Interest Payment on the
applicable Interest Payment Date plus (b) any previously unpaid
Contingent Interest Payments for any prior Interest Review
Dates.
Proceed to the next Interest Review Date.
The closing level of the Index is less than the Interest
Barrier.
No Contingent Interest Payment will be made with respect to
the applicable Interest Review Date.
Proceed to the next Interest Review Date.
Interest Review Dates That Are Also Autocall Review Dates
Initial
Value
Compare the closing level of the Index to the Initial Value and the Interest Barrier on each Interest Review Date that is
also an Autocall Review Date until any earlier automatic call.
The closing level of
the Index is greater
than or equal to
the Initial Value.
Automatic Call
The notes will be automatically called on the applicable Call Settlement Date, and you will
receive (a) $1,000 plus (b) the Contingent Interest Payment applicable to that Interest
Review Date plus (c) any previously unpaid Contingent Interest Payments for any prior
Interest Review Dates.
No further payments will be made on the notes.
The closing level of
the Index is less
than the Initial
Value.
No
Automatic
Call
The closing level of the
Index is greater than or
equal to the Interest
Barrier.
You will receive (a) a Contingent Interest
Payment on the applicable Interest
Payment Date plus (b) any previously
unpaid Contingent Interest Payments for
any prior Interest Review Dates.
Proceed to the next Interest Review Date.
The closing level of the
Index is less than the
Interest Barrier.
No Contingent Interest Payment will be
made with respect to the applicable
Interest Review Date.
Proceed to the next Interest Review Date.
Payment at Maturity If the Notes Have Not Been Automatically Called
Autocall Review Dates
Preceding the Final
Review Date
Final Review Date
Payment at Maturity
The notes are not
automatically called.
The Final Value is greater than or equal to
the Trigger Value.
You will receive (a) $1,000 plus (b) the
Contingent Interest Payment, if any,
applicable to the final Review Date plus
(c) if the Contingent Interest Payment
applicable to the final Review Date is
payable, any previously unpaid
Contingent Interest Payments for any
prior Interest Review Dates.
Proceed to maturity
The Final Value is less than the Trigger
Value.
You will receive:
$1,000 + ($1,000 × Index Return)
Under these circumstances, you will
lose some or all of your principal
amount at maturity.
Total Contingent Interest Payments
The table below illustrates the hypothetical total Contingent Interest Payments per $1,000 principal amount note over the term of the
notes based on a hypothetical Contingent Interest Rate of 10.60% per annum, depending on how many Contingent Interest Payments
are made prior to automatic call or maturity. The actual Contingent Interest Rate will be provided in the pricing supplement and will be
at least 10.60% per annum.
Number of Contingent
Interest Payments
Total Contingent Interest
Payments
36
$318.0000
35
$309.1667
34
$300.3333
33
$291.5000
32
$282.6667
31
$273.8333
30
$265.0000
29
$256.1667
28
$247.3333
27
$238.5000
26
$229.6667
25
$220.8333
24
$212.0000
23
$203.1667
22
$194.3333
21
$185.5000
20
$176.6667
19
$167.8333
18
$159.0000
17
$150.1667
16
$141.3333
15
$132.5000
14
$123.6667
13
$114.8333
12
$106.0000
11
$97.1667
10
$88.3333
9
$79.5000
8
$70.6667
7
$61.8333
6
$53.0000
5
$44.1667
4
$35.3333
3
$26.5000
2
$17.6667
1
$8.8333
0
$0.0000
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to a hypothetical Index, assuming a range of performances for the
hypothetical Index on the Interest Review Dates and Autocall Review Dates. The hypothetical payments set forth below assume the
following:
an Initial Value of 100.00;
an Interest Barrier of 60.00 (equal to 60.00% of the hypothetical Initial Value);
a Trigger Value of 50.00 (equal to 50.00% of the hypothetical Initial Value); and
a Contingent Interest Rate of 10.60% per annum (payable at a rate of 0.88333% per month).
The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual Initial
Value.
The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the pricing suppl ement. For
historical data regarding the actual closing levels of the Index, please see the historical information set forth under “Hypo thetical Back-
Tested Data and Historical Information” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 Notes are automatically called on the first Autocall Review Date.
Date
Closing Level
Payment (per $1,000 principal amount note)
First Interest Review
Date
105.00
$8.8333
Second Interest Review
Date
110.00
$8.8333
Third through Eleventh
Interest Review Dates
Greater than Initial Value
$8.8333
Twelfth Interest Review
Date (first Autocall
Review Date)
110.00
$1,008.8333
Total Payment
$1,106.00 (10.60% return)
Because the closing level of the Index on the first Autocall Review Date, which is also the twelfth Interest Review Date, is greater than
or equal to the Initial Value, the notes will be automatically called for a cash payment, for each $1,000 principal amount no te, of
$1,008.8333 (or $1,000 plus the Contingent Interest Payment applicable to the twelfth Interest Review Date plus the unpaid Contingent
Interest Payments for any prior Interest Review Dates), payable on the applicable Call Settlement Date. When added to the Con tingent
Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount
note, is $1,106.00. No further payments will be made on the notes.
Example 2 Notes have NOT been automatically called and the Final Value is greater than or equal to the
Trigger Value and the Interest Barrier.
Date
Closing Level
Payment (per $1,000 principal amount note)
First Interest Review
Date
95.00
$8.8333
Second Interest Review
Date
85.00
$8.8333
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
90.00
$1,300.3333
Total Payment
$1,318.00 (31.80% return)
Because the notes have not been automatically called and the Final Value is greater than or equal to the Trigger Value and th e Interest
Barrier, the payment at maturity, for each $1,000 principal amount note, will be $1,300.3333 (or $1,000 plus the Contingent Interest
Payment applicable to the final Review Date plus the unpaid Contingent Interest Payments for any prior Interest Review Dates). When
added to the Contingent Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, fo r each
$1,000 principal amount note, is $1,318.00.
Example 3 Notes have NOT been automatically called and the Final Value is less than the Interest Barrier but is
greater than or equal to the Trigger Value.
Date
Closing Level
Payment (per $1,000 principal amount note)
First Interest Review
Date
70.00
$8.8333
Second Interest Review
Date
65.00
$8.8333
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
50.00
$1,000.00
Total Payment
$1,017.6667 (1.76667% return)
Because the notes have not been automatically called and the Final Value is less than the Interest Barrier but is greater tha n or equal
to the Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,000.00. When added to the Co ntingent
Interest Payments received with respect to the prior Interest Review Dates, the total amount paid, for each $1,000 principal amount
note, is $1,017.6667.
Example 4 Notes have NOT been automatically called and the Final Value is less than the Trigger Value.
Date
Closing Level
Payment (per $1,000 principal amount note)
First Interest Review
Date
40.00
$0
Second Interest Review
Date
45.00
$0
Third through Thirty-Fifth
Interest Review Dates
Less than Interest Barrier
$0
Final Review Date
40.00
$400.00
Total Payment
$400.00 (-60.00% return)
Because the notes have not been automatically called, the Final Value is less than the Trigger Value and the Index Return is -60.00%,
the payment at maturity will be $400.00 per $1,000 principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] = $400.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. 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 wo uld
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” section s of the
accompanying prospectus supplement, product supplement and underlying 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 notes have not been automatically called and the Final Value is less than
the Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial
Value. In no event, however, will the payment at maturity be less than $0. Accordingly, under these circumstances, you will l ose
more than 50.00% of your principal amount at maturity and could lose all of your principal amount at maturity.
THE NOTES DO NOT GUARANTEE THE PAYMENT OF INTEREST AND MAY NOT PAY ANY INTEREST AT ALL
If the notes have not been automatically called, we will make a Contingent Interest Payment with respect to an Interest Revie w
Date (and we will pay you any previously unpaid Contingent Interest Payments for any prior Interest Review Dates) only if the
closing level of the Index on that Interest Review Date is greater than or equal to the Interest Barrier. If the closing level of the
Index on that Interest Review Date is less than the Interest Barrier, no Contingent Interest Payment will be made with respect to
that Interest Review Date. You will not receive any unpaid Contingent Interest Payments if the closing level of the Index on each
subsequent Interest Review Date is less than the Interest Barrier. Accordingly, if the closing level of the Index on each Interest
Review Date is less than the Interest Barrier, you will not receive any interest payments over the term of the notes.
THE LEVEL OF THE INDEX WILL INCLUDE A 6.0% PER ANNUM DAILY DEDUCTION
The Index is subject to a 6.0% per annum daily deduction. The level of the Index will trail the value of an identically constituted
synthetic portfolio that is not subject to any such deduction.
The index deduction will place a significant drag on the performance of the Index, potentially offsetting positive returns on the
Index’s investment strategy, exacerbating negative returns of its investment strategy and causing the level of the Index to d ecline
steadily if the return of its investment strategy is relatively flat. The Index will not appreciate unless the return of its investment
strategy is sufficient to offset the negative effects of the index deduction, and then only to the extent that the return of its
investment strategy is greater than the index deduction. As a result of the index deduction, the level of the Index may decli ne even
if the return of its investment strategy is positive.
The daily deduction is one of the inputs our affiliates’ internal pricing models use to value the derivative or derivatives u nderlying
the economic terms of the notes for purposes of determining the estimated value of the notes set forth on the cover of this p ricing
supplement. The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic te rms of
the notes. See “The Estimated Value of the Notes” and “— Risks Relating to the Estimated Value and Secondary Market Prices of
the Notes” in this pricing supplement.
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 potentia l
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credi t
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 APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF ANY CONTINGENT INTEREST PAYMENTS
THAT MAY BE PAID OVER THE TERM OF THE NOTES,
regardless of any appreciation of the Index, which may be significant. You will not participate in any appreciation of the In dex.
THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE
If the Final Value is less than the Trigger Value and the notes have not been automatically called, the benefit provided by the
Trigger Value will terminate and you will be fully exposed to any depreciation of the Index.
THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year and you wi ll not
receive any Contingent Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be a ble
to reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
YOU WILL NOT RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS ON THE SECURITIES UNDERLYING THE S&P 500®
INDEX OR HAVE ANY RIGHTS WITH RESPECT TO THOSE SECURITIES OR THE FUTURES CONTRACTS UNDERLYING
THE INDEX.
THE RISK OF THE CLOSING LEVEL OF THE INDEX FALLING BELOW THE INTEREST BARRIER OR THE TRIGGER VALUE
IS GREATER IF THE LEVEL OF THE INDEX IS VOLATILE.
JPMS AND ITS AFFILIATES MAY HAVE PUBLISHED RESEARCH, EXPRESSED OPINIONS OR PROVIDED
RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES, AND MAY DO SO IN
THE FUTURE
Any research, opinions or recommendations could affect the market value of the notes. Investors should undertake their own
independent investigation of the merits of investing in the notes, the Index and the futures contracts composing the Index.
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.
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
Contingent Interest Rate.
THE TAX DISCLOSURE IS SUBJECT TO CONFIRMATION
The information set forth under “Tax Treatment” in this pricing supplement remains subject to confirmation by our special tax
counsel following the pricing of the notes. If that information cannot be confirmed by our tax counsel, you may be asked to a ccept
revisions to that information in connection with your purchase. Under these circumstances, if you decline to accept revisions to that
information, your purchase of the notes will be canceled.
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 o r trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliate s while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
An affiliate of ours currently has a 10% equity interest in the Index Sponsor, with a right to appoint an employee of JPMS, a nother
of our affiliates, as a member of the board of directors of the Index Sponsor. The Index Sponsor can implement policies, make
judgments or enact changes to the Index methodology that could negatively affect the performance of the Index. The Index
Sponsor can also alter, discontinue or suspend calculation or dissemination of the Index. Any of these actions could adversel y
affect the value of the notes. The Index Sponsor has no obligation to consider your interests in calculating, maintaining or revising
the Index, and we, JPMS, our other affiliates and our respective employees are under no obligation to consider your interests as an
investor in the notes in connection with the role of our affiliate as an owner of an equity interest in the Index Sponsor or the role of
an employee of JPMS as a member of the board of directors of the Index Sponsor.
In addition, JPMS worked with the Index Sponsor in developing the guidelines and policies governing the composition and
calculation of the Index. Although judgments, policies and determinations concerning the Index were made by JPMS, JPMorgan
Chase & Co., as the parent company of JPMS, ultimately controls JPMS. The policies and judgments for which JPMS was
responsible could have an impact, positive or negative, on the level of the Index and the value of your notes. JPMS is under no
obligation to consider your interests as an investor in the notes in its role in developing the guidelines and policies governing the
Index or making judgments that may affect the level of the Index.
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 a re
included in the original issue price of the notes. These costs include the selling commissions, 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 issuanc e,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed incom e
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 o f 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 pe riod.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial per iod.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as publish ed 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 a nd,
also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedgi ng
costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willi ng 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.
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, projected hedging profits, if any, estimated hed ging
costs and the level of the Index. 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 Index
JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE S&P 500® INDEX,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might af fect
the level of the S&P 500® Index.
THE INDEX MAY NOT BE SUCCESSFUL OR OUTPERFORM ANY ALTERNATIVE STRATEGY THAT MIGHT BE EMPLOYED
IN RESPECT OF THE FUTURES CONTRACTS
No assurance can be given that the investment strategy on which the Index is based will be successful or that the Index will
outperform any alternative strategy that might be employed with respect to the Futures Contracts.
THE INDEX MAY NOT APPROXIMATE ITS TARGET VOLATILITY
No assurance can be given that the Index will maintain an annualized realized volatility that approximates its target volatil ity of
35%. The Index’s target volatility is a level of implied volatility and therefore the actual realized volatility of the Index may be greater
or less than the target volatility. On each weekly Index rebalance day, the Index’s exposure to the Futures Contracts is set equal to
(a) the 35% implied volatility target divided by (b) the one-week implied volatility of the SPY Fund, subject to a maximum exposure
of 500%. The Index uses the implied volatility of the SPY Fund as a proxy for the volatility of the Futures Contracts. Howeve r, there
is no guarantee that the methodology used by the Index to determine the implied volatility of the SPY Fund will be representa tive of
the implied or realized volatility of the Futures Contracts. The performance of the SPY Fund may not correlate with the
performance of the Futures Contracts, particularly during periods of market volatility. In addition, the volatility of the Fu tures
Contracts on any day may change quickly and unexpectedly and realized volatility may differ significantly from implied volati lity. In
general, over time, the realized volatilities of the SPY Fund and the Futures Contracts have tended to be lower than their
respective implied volatilities; however, at any time those realized volatilities may exceed their respective implied volatil ities,
particularly during periods of market volatility. Accordingly, the actual annualized realized volatility of the Index may be greater than
or less than the target volatility, which may adversely affect the level of the Index and the value of the notes.
THE INDEX IS SUBJECT TO RISKS ASSOCIATED WITH THE USE OF SIGNIFICANT LEVERAGE
On a weekly Index rebalance day, the Index will employ leverage to increase the exposure of the Index to the Futures Contracts if
the implied volatility of the SPY Fund is below 35%, subject to a maximum exposure of 500%. Under normal market conditions in
the past, the SPY Fund has tended to exhibit an implied volatility below 35%. Accordingly, the Index has generally employed
leverage in the past, except during periods of elevated volatility. When leverage is employed, any movements in the prices of the
Futures Contracts will result in greater changes in the level of the Index than if leverage were not used. In particular, the use of
leverage will magnify any negative performance of the Futures Contracts, which, in turn, would negatively affect the performa nce of
the Index. Because the Index’s leverage is adjusted only on a weekly basis, in situations where a significant increase in vol atility is
accompanied by a significant decline in the value of the Futures Contracts, the level of the Index may decline significantly before
the following Index rebalance day when the Index’s exposure to the Futures Contracts would be reduced.
THE INDEX MAY BE SIGNIFICANTLY UNINVESTED
On a weekly Index rebalance day, the Index’s exposure to the Futures Contracts will be less than 100% when the implied volati lity
of the SPY Fund is above 35%. If the Index’s exposure to the Futures Contracts is less than 100%, the Index will not be fully
invested, and any uninvested portion will earn no return. The Index may be significantly uninvested on any given day, and wil l
realize only a portion of any gains due to appreciation of the Futures Contracts on any such day. The 6.0% per annum deductio n is
deducted daily, even when the Index is not fully invested.
THE INDEX MAY BE ADVERSELY AFFECTED IF LATER FUTURES CONTRACTS HAVE HIGHER PRICES THAN AN
EXPIRING FUTURES CONTRACT INCLUDED IN THE INDEX
As the Futures Contracts included in the Index come to expiration, they are replaced by Futures Contracts that expire three m onths
later. This is accomplished by synthetically selling the expiring Futures Contract and synthetically purchasing the Futures C ontract
that expires three months from that time. This process is referred to as “rolling.” Excluding other considerations, if the ma rket for
the Futures Contracts is in “contango,” where the prices are higher in the distant delivery months than in the nearer deliver y
months, the purchase of the later Futures Contract would take place at a price that is higher than the price of the expiring Futures
Contract, thereby creating a negative “roll yield.” In addition, excluding other considerations, if the market for the Future s Contracts
is in “backwardation,” where the prices are lower in the distant delivery months than in the nearer delivery months, the purc hase of
the later Futures Contract would take place at a price that is lower than the price of the expiring Futures Contract, thereby creating
a positive “roll yield.” The presence of contango in the market for the Futures Contracts could adversely affect the level of the Index
and, accordingly, any payment on the notes.
THE INDEX IS AN EXCESS RETURN INDEX THAT DOES NOT REFLECT “TOTAL RETURNS” —
The Index is an excess return index that does not reflect total returns. The return from investing in futures contracts derives from
three sources: (a) changes in the price of the relevant futures contracts (which is known as the “price return”); (b) any pro fit or loss
realized when rolling the relevant futures contracts (which is known as the “roll return”); and (c) any interest earned on th e cash
deposited as collateral for the purchase of the relevant futures contracts (which is known as the “collateral return”).
The Index measures the returns accrued from investing in uncollateralized futures contracts (i.e., the sum of the price return and
the roll return associated with an investment in the Futures Contracts). By contrast, a total return index, in addition to reflecting
those returns, would also reflect interest that could be earned on funds committed to the trading of the Futures Contracts (i .e., the
collateral return associated with an investment in the Futures Contracts). Investing in the notes will not generate the same return as
would be generated from investing in a total return index related to the Futures Contracts.
CONCENTRATION RISKS ASSOCIATED WITH THE INDEX MAY ADVERSELY AFFECT THE VALUE OF YOUR NOTES
The Index generally provides exposure to a single futures contract on the S&P 500® Index that trades on the Chicago Mercantile
Exchange. Accordingly, the notes are less diversified than other funds, investment portfolios or indices investing in or tracking a
broader range of products and, therefore, could experience greater volatility. You should be aware that other indices may be more
diversified than the Index in terms of both the number and variety of futures contracts. You will not benefit, with respect to the
notes, from any of the advantages of a diversified investment and will bear the risks of a highly concentrated investment.
THE INDEX IS SUBJECT TO SIGNIFICANT RISKS ASSOCIATED WITH FUTURES CONTRACTS, INCLUDING VOLATILITY
The Index tracks the returns of futures contracts. The price of a futures contract depends not only on the price of the underlying
asset referenced by the futures contract, but also on a range of other factors, including but not limited to changing supply and
demand relationships, interest rates, governmental and regulatory policies and the policies of the exchanges on which the futures
contracts trade. In addition, the futures markets are subject to temporary distortions or other disruptions due to various fa ctors,
including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. These
factors and others can cause the prices of futures contracts to be volatile.
SUSPENSION OR DISRUPTIONS OF MARKET TRADING IN FUTURES CONTRACTS MAY ADVERSELY AFFECT THE
VALUE OF YOUR NOTES
Futures markets like the Chicago Mercantile Exchange, the market for the Futures Contracts, 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, futures exchanges have regulations that limit the amount of fluctuation in some
futures contract prices that may occur during a single day. These limits are generally referred to as “daily price fluctuatio n 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 price beyond the limit, or trading may be
limited for a set period of time. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of
contracts at potentially disadvantageous times or prices. These circumstances could affect the level of the Index and therefo re
could affect adversely the value of your notes.
THE OFFICIAL SETTLEMENT PRICE AND INTRADAY TRADING PRICES OF THE RELEVANT FUTURES CONTRACTS MAY
NOT BE READILY AVAILABLE
The official settlement price and intraday trading prices of the Futures Contracts are calculated and published by the Chicag o
Mercantile Exchange and are used to calculate the levels of the Index. Any disruption in trading of the Futures Contracts cou ld
delay the release or availability of the official settlement price and intraday trading prices and may delay or prevent the calculation
of the Index.
CHANGES IN THE MARGIN REQUIREMENTS FOR THE FUTURES CONTRACTS INCLUDED IN THE INDEX MAY
ADVERSELY AFFECT THE VALUE OF THE NOTES
Futures exchanges require market participants to post collateral in order to open and to keep open positions in futures contracts. If
an exchange changes the amount of collateral required to be posted to hold positions in the Futures Contracts, market partici pants
may adjust their positions, which may affect the prices of the Futures Contracts. As a result, the level of the Index may be affected,
which may adversely affect the value of the notes.
HYPOTHETICAL BACK-TESTED DATA RELATING TO THE INDEX DO NOT REPRESENT ACTUAL HISTORICAL DATA AND
ARE SUBJECT TO INHERENT LIMITATIONS
The hypothetical back-tested performance of the Index set forth under “Hypothetical Back-Tested Data and Historical Information”
in this pricing supplement is purely theoretical and does not represent the actual historical performance of the Index and ha s not
been verified by an independent third party. Hypothetical back-tested performance measures have inherent limitations.
Hypothetical back-tested performance is derived by means of the retroactive application of a back-tested model that has been
designed with the benefit of hindsight. Alternative modelling techniques might produce significantly different results and may prove
to be more appropriate. Past performance, and especially hypothetical back-tested performance, is not indicative of future results.
This type of information has inherent limitations and you should carefully consider these limitations before placing reliance on such
information.
OTHER KEY RISKS:
o THE INDEX WAS ESTABLISHED ON FEBRUARY 11, 2022 AND MAY PERFORM IN UNANTICIPATED WAYS.
o HISTORICAL PERFORMANCE OF THE INDEX SHOULD NOT BE TAKEN AS AN INDICATION OF THE FUTURE
PERFORMANCE OF THE INDEX DURING THE TERM OF THE NOTES.
Please refer to the “Risk Factors” section of the accompanying underlying supplement for more details regarding the above -listed and
other risks.
Hypothetical Back-Tested Data and Historical Information
The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested weekly
closing levels of the Index from January 3, 2020 through February 4, 2022, and the historical performance of the Index based on the
weekly historical closing levels of the Index from February 11, 2022 through October 3, 2025. The Index was established on Fe bruary
11, 2022, as represented by the vertical line in the following graph. All data to the left of that vertical line reflect hypo thetical back-tested
performance of the Index. All data to the right of that vertical line reflect actual historical performance of the Index. The closing level of
the Index on October 9, 2025 was 4,021.64. We obtained the closing levels above and below from the Bloomberg Professional® service
("Bloomberg"), without independent verification.
The data for the hypothetical back-tested performance of the Index set forth in the following graph are purely theoretical and do not
represent the actual historical performance of the Index. See “Selected Risk Considerations — Risks Relating to the Index
Hypothetical Back-Tested Data Relating to the Index Do Not Represent Actual Historical Data and Are Subject to Inherent Limitations”
above.
The hypothetical back-tested and historical closing levels of the Index should not be taken as an indication of future performance, and
no assurance can be given as to the closing level of the Index on the Pricing Date or any Interest Review Date or any Autocal l Review
Date. There can be no assurance that the performance of the Index will result in the return of any of your principal amount o r the
payment of any interest.
Hypothetical Back-Tested and Historical Performance of the
MerQube US Large-Cap Vol Advantage Index
Source: Bloomberg
The hypothetical back-tested closing levels of the Index have inherent limitations and have not been verified by an independent third
party. These hypothetical back-tested closing levels are determined by means of a retroactive application of a back-tested model
designed with the benefit of hindsight. Hypothetical back-tested results are neither an indicator nor a guarantee of future returns. No
representation is made that an investment in the notes will or is likely to achieve returns similar to those shown. Alternati ve modeling
techniques or assumptions would produce different hypothetical back-tested closing levels of the Index that might prove to be more
appropriate and that might differ significantly from the hypothetical back-tested closing levels of the Index set forth above.
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. In determining our reporting responsibilities we intend to treat (i) the notes for U.S. federal income tax purposes as
prepaid forward contracts with associated contingent coupons and (ii) any Contingent Interest Payments as ordinary income, as
described in the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders Notes
Treated as Prepaid Forward Contracts with Associated Contingent Coupons” in the accompanying product supplement. We expect to
ask our special tax counsel to advise us that this is a reasonable treatment, although there are other reasonable treatments that the
IRS or a court may adopt, in which case the timing and character of any income or loss on the notes could be materially affected. In
addition, in 2007 Treasury and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “pre paid
forward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instrum ents to
accrue income over the term of their investment. It also asks for comments on a number of related topics, including the chara cter of
income or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. 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 affect the tax consequences of an
investment in the notes, possibly with retroactive effect. The discussions above and in the accompanying product supplement d o not
address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You should co nsult
your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including possible alterna tive
treatments and the issues presented by the notice described above.
Non-U.S. Holders Tax Considerations. The U.S. federal income tax treatment of Contingent Interest Payments is uncertain, and
although we believe it is reasonable to take a position that Contingent Interest Payments are not subject to U.S. withholding tax (at
least if an applicable Form W-8 is provided), it is expected that withholding agents will (and we, if we are the withholding agent, intend
to) withhold on any Contingent Interest Payment paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by
an applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional a mounts with
respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non -U.S. Holder of the
notes must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemp tion or
reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment
of the notes, including the possibility of obtaining a refund of any withholding tax and the certification requirement descri bed above.
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withhold ing
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptio ns to this
withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in the applicable
Treasury regulations. Additionally, a recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January
1, 2027 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on certain determinations made by us, we expect that Section 871(m ) will
not apply to the notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter
into other transactions with respect to an Underlying Security. If necessary, further information regarding the potential app lication of
Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the po tential
application of Section 871(m) to the notes.
In the event of any withholding on the notes, we will not be required to pay any additional amounts with respect to amounts so withheld.
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 f ollowing
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 o f 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) a t 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 differe nce 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 inco rrect,
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 th e 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, dividend rates, interest rates and other factors, as
well as assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determin ed 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. Differe nt pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the n otes. 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, o ur or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if a ny, 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 selli ng,
structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling comm issions paid
to JPMS and other affiliated or unaffiliated dealers, the projected profits, if any, that our affiliates expect to realize fo r 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 obligati ons under the
notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any rem aining 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 supp lement.
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 yo ur notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include selling commissions,
projected hedging profits, if any, and, in some circumstances, estimated hedging costs and our internal secondary market fund ing 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 e xpect 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
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 “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk -return
profile of the notes and “The MerQube US Large-Cap Vol Advantage Index” 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 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.
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 pu rchase.
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 and the accompanying underlying
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 pri cing 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 accompan ying
prospectus supplement, the accompanying product supplement and the accompanying underlying 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. 4-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
Underlying supplement no. 5-III dated March 5, 2025:
http://www.sec.gov/Archives/edgar/data/19617/000121390025020799/ea0233342-01_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 pricin g
supplement, “we,” “us” and “our” refer to JPMorgan Financial.
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