Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly
owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Dow Jones Industrial Average® (Bloomberg
ticker: INDU) and the Russell 2000® Index (Bloomberg ticker: RTY)
(each of the Dow Jones Industrial Average® and the Russell 2000®
Index, an “Index” and collectively, the “Indices”) and the SPDR®
S&P® Regional Banking ETF (Bloomberg ticker: KRE) (the “Fund”)
(each of the Indices and the Fund, an “Underlying” and collectively,
the “Underlyings”)
Contingent Interest Payments: If the notes have not been
previously redeemed early and the closing value of each Underlying
on any Review Date is greater than or equal to its Interest Barrier,
you will receive on the applicable Interest Payment Date for each
$1,000 principal amount note a Contingent Interest Payment equal
to at least $6.25 (equivalent to a Contingent Interest Rate of at least
7.50% per annum, payable at a rate of at least 0.625% per month)
(to be provided in the pricing supplement).
If the closing value of any Underlying on any Review Date is less
than its Interest Barrier, no Contingent Interest Payment will be
made with respect to that Review Date.
Contingent Interest Rate: At least 7.50% per annum, payable at a
rate of at least 0.625% per month (to be provided in the pricing
supplement)
Interest Barrier / Trigger Value: With respect to each Underlying,
50.00% of its Initial Value
Pricing Date: On or about October 31, 2025
Original Issue Date (Settlement Date): On or about November 5,
2025
Review Dates*: December 1, 2025, December 31, 2025, February
2, 2026, March 2, 2026, March 31, 2026, April 30, 2026, June 1,
2026, June 30, 2026, July 31, 2026, August 31, 2026, September
30, 2026, November 2, 2026, November 30, 2026, December 31,
2026, February 1, 2027, March 1, 2027, March 31, 2027, April 30,
2027, June 1, 2027, June 30, 2027, August 2, 2027, August 31,
2027, September 30, 2027, November 1, 2027, November 30, 2027,
December 31, 2027, January 31, 2028, February 29, 2028, March
31, 2028, May 1, 2028, May 31, 2028, June 30, 2028, July 31, 2028,
August 31, 2028, October 2, 2028 and October 31, 2028 (final
Review Date)
Interest Payment Dates*: December 4, 2025, January 6, 2026,
February 5, 2026, March 5, 2026, April 6, 2026, May 5, 2026, June
4, 2026, July 6, 2026, August 5, 2026, September 3, 2026, October
5, 2026, November 5, 2026, December 3, 2026, January 6, 2027,
February 4, 2027, March 4, 2027, April 5, 2027, May 5, 2027, June
4, 2027, July 6, 2027, August 5, 2027, September 3, 2027, October
5, 2027, November 4, 2027, December 3, 2027, January 5, 2028,
February 3, 2028, March 3, 2028, April 5, 2028, May 4, 2028, June
5, 2028, July 6, 2028, August 3, 2028, September 6, 2028, October
5, 2028 and the Maturity Date
Maturity Date*: November 3, 2028
* Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
Early Redemption:
We, at our election, may redeem the notes early, in whole but not in
part, on any of the Interest Payment Dates (other than the first
through fifth and final Interest Payment Dates) at a price, for each
$1,000 principal amount note, equal to (a) $1,000 plus (b) the
Contingent Interest Payment, if any, applicable to the immediately
preceding Review Date. If we intend to redeem your notes early, we
will deliver notice to The Depository Trust Company, or DTC, at least
three business days before the applicable Interest Payment Date on
which the notes are redeemed early.
Payment at Maturity:
If the notes have not been redeemed early and the Final Value of
each Underlying is greater than or equal to its Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment applicable to the final Review Date.
If the notes have not been redeemed early and the Final Value of
any Underlying is less than its Trigger Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Least Performing Underlying Return)
If the notes have not been redeemed early and the Final Value of
any Underlying is less than its Trigger Value, you will lose more than
50.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Least Performing Underlying: The Underlying with the Least
Performing Underlying Return
Least Performing Underlying Return: The lowest of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Underlying, the closing value of
that Underlying on the Pricing Date
Final Value: With respect to each Underlying, the closing value of
that Underlying on the final Review Date
Share Adjustment Factor: The Share Adjustment Factor is
referenced in determining the closing value of the Fund and is set
equal to 1.0 on the Pricing Date. The Share Adjustment Factor is
subject to adjustment upon the occurrence of certain events
affecting the Fund. See “The Underlyings — Funds — Anti-Dilution
Adjustments” in the accompanying product supplement for further
information.