Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The common stock of Tesla, Inc., par value
$0.001 per share (Bloomberg ticker: TSLA). We refer to Tesla,
Inc. as “Tesla”.
Contingent Interest Payments:
If the notes have not been automatically called and the
closing price of one share of the Reference Stock on any
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 $14.1667 (equivalent to a
Contingent Interest Rate of at least 17.00% per annum,
payable at a rate of at least 1.41667% per month) (to be
provided in the pricing supplement), plus any previously
unpaid Contingent Interest Payments for any prior 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 price of
one share of the Reference Stock on the 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 price of one share
of the Reference Stock on each subsequent Review Date is
less than the Interest Barrier.
Contingent Interest Rate: At least 17.00% per annum,
payable at a rate of at least 1.41667% per month (to be
provided in the pricing supplement)
Interest Barrier/Trigger Value: 50.00% of the Initial Value
Pricing Date: On or about November 21, 2025
Original Issue Date (Settlement Date): On or about
November 26, 2025
Review Dates*: December 22, 2025, January 21, 2026,
February 23, 2026, March 23, 2026, April 21, 2026, May 21,
2026, June 22, 2026, July 21, 2026, August 21, 2026,
September 21, 2026, October 21, 2026, November 23, 2026,
December 21, 2026, January 21, 2027, February 22, 2027,
March 22, 2027, April 21, 2027 and May 21, 2027 (final
Review Date)
Interest Payment Dates*: December 26, 2025, January 26,
2026, February 26, 2026, March 26, 2026, April 24, 2026,
May 27, 2026, June 25, 2026, July 24, 2026, August 26,
2026, September 24, 2026, October 26, 2026, November 27,
2026, December 24, 2026, January 26, 2027, February 25,
2027, March 25, 2027, April 26, 2027 and the Maturity Date
Maturity Date*: May 26, 2027
Call Settlement Date*: If the notes are automatically called
on any Review Date (other than the first, second, third, fourth,
fifth and final Review Dates), the first Interest Payment Date
immediately following that Review Date
* 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 Underlying (Other Than a Commodity
Index)” and “General Terms of Notes — Postponement of a Payment
Date” in the accompanying product supplement
Automatic Call:
If the closing price of one share of the Reference Stock on
any Review Date (other than the first, second, third, fourth,
fifth and final Review Dates) 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
that Review Date plus (c) any previously unpaid Contingent
Interest Payments for any prior 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 applicable to the final Review Date plus (c)
any previously unpaid Contingent Interest Payments for any
prior 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 × Stock 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.
Stock Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing price of one share of the Reference
Stock on the Pricing Date
Final Value: The closing price of one share of the Reference
Stock on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing price of one share of the
Reference Stock and is set equal to 1.0 on the Pricing Date.
The Stock Adjustment Factor is subject to adjustment upon
the occurrence of certain corporate events affecting the
Reference Stock. See “The Underlyings — Reference Stocks
— Anti-Dilution Adjustments” and “The Underlyings —
Reference Stocks — Reorganization Events” in the
accompanying product supplement for further information.