Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Reference Stock: The Class A common stock of Coinbase
Global, Inc., par value $0.00001 per share (Bloomberg ticker:
COIN). We refer to Coinbase Global, Inc. as “Coinbase.”
Contingent Interest Payments: If the notes have not been
automatically called and the closing price of one share of the
Reference Stock 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 $21.2917
(equivalent to a Contingent Interest Rate of at least 25.55% per
annum, payable at a rate of at least 2.12917% per month) (to
be provided in the pricing supplement).
If the closing price of one share of the Reference Stock on any
Interest Review Date is less than the Interest Barrier, no
Contingent Interest Payment will be made with respect to that
Interest Review Date.
Contingent Interest Rate: At least 25.55% per annum, payable
at a rate of at least 2.12917% per month (to be provided in the
pricing supplement)
Interest Barrier: 60.00% of the Strike Value, which is $153.582
Trigger Value: 50.00% of the Strike Value, which is $127.985
Strike Date: November 24, 2025
Pricing Date: On or about November 25, 2025
Original Issue Date (Settlement Date): On or about December
1, 2025
Interest Review Dates*: December 24, 2025, January 26,
2026, February 24, 2026, March 24, 2026, April 24, 2026, May
26, 2026, June 24, 2026, July 24, 2026, August 24, 2026,
September 24, 2026, October 26, 2026, November 24, 2026,
December 24, 2026, January 25, 2027, February 24, 2027,
March 24, 2027, April 26, 2027, May 24, 2027, June 24, 2027,
July 26, 2027, August 24, 2027, September 24, 2027, October
25, 2027, November 24, 2027, December 27, 2027, January 24,
2028, February 24, 2028, March 24, 2028, April 24, 2028, May
24, 2028, June 26, 2028, July 24, 2028, August 24, 2028,
September 25, 2028, October 24, 2028 and November 24, 2028
(the “final Review Date”)
Autocall Review Dates*: May 26, 2026, August 24, 2026,
November 24, 2026, February 24, 2027, May 24, 2027, August
24, 2027, November 24, 2027, February 24, 2028, May 24,
2028 and August 24, 2028
Interest Payment Dates*: December 30, 2025, January 29,
2026, February 27, 2026, March 27, 2026, April 29, 2026, May
29, 2026, June 29, 2026, July 29, 2026, August 27, 2026,
September 29, 2026, October 29, 2026, November 30, 2026,
December 30, 2026, January 28, 2027, March 1, 2027, March
30, 2027, April 29, 2027, May 27, 2027, June 29, 2027, July 29,
2027, August 27, 2027, September 29, 2027, October 28, 2027,
November 30, 2027, December 30, 2027, January 27, 2028,
February 29, 2028, March 29, 2028, April 27, 2028, May 30,
2028, June 29, 2028, July 27, 2028, August 29, 2028,
September 28, 2028, October 27, 2028 and the Maturity Date
Maturity Date*: November 29, 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
Automatic Call:
If the closing price of one share of the Reference Stock on any
Autocall Review Date is greater than or equal to the Strike
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,
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.
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 – Strike Value)
Strike Value
Strike Value: The closing price of one share of the Reference
Stock on the Strike Date, which was $255.97. The Strike
Value is not 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 Strike 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.
* 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