Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The Nasdaq-100® Technology Sector IndexSM
(Bloomberg ticker: NDXT) and the S&P 500® Index (Bloomberg
ticker: SPX) (each of the Nasdaq-100® Technology Sector
IndexSM and the S&P 500® Index, an “Index” and collectively,
the “Indices”) and the iShares® Biotechnology ETF (Bloomberg
ticker: IBB) (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 $9.2917
(equivalent to a Contingent Interest Rate of at least 11.15% per
annum, payable at a rate of at least 0.92917% 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 11.15% per annum, payable
at a rate of at least 0.92917% per month (to be provided in the
pricing supplement)
Interest Barrier: With respect to each Underlying, 70.00% of its
Initial Value
Buffer Threshold: With respect to each Underlying, 85.00% of
its Initial Value
Buffer Amount: 15.00%
Downside Leverage Factor: 1.17647
Pricing Date: On or about October 20, 2025
Original Issue Date (Settlement Date): On or about October
23, 2025
Review Dates*: November 20, 2025, December 22, 2025,
January 20, 2026, February 20, 2026, March 20, 2026, April 20,
2026, May 20, 2026, June 22, 2026, July 20, 2026, August 20,
2026, September 21, 2026, October 20, 2026, November 20,
2026, December 21, 2026, January 20, 2027, February 22,
2027, March 22, 2027, April 20, 2027, May 20, 2027, June 21,
2027, July 20, 2027, August 20, 2027, September 20, 2027,
October 20, 2027, November 22, 2027, December 20, 2027,
January 20, 2028, February 22, 2028, March 20, 2028 and April
20, 2028 (final Review Date)
Interest Payment Dates*: November 25, 2025, December 26,
2025, January 23, 2026, February 25, 2026, March 25, 2026,
April 23, 2026, May 26, 2026, June 25, 2026, July 23, 2026,
August 25, 2026, September 24, 2026, October 23, 2026,
November 25, 2026, December 24, 2026, January 25, 2027,
February 25, 2027, March 25, 2027, April 23, 2027, May 25,
2027, June 24, 2027, July 23, 2027, August 25, 2027,
September 23, 2027, October 25, 2027, November 26, 2027,
December 23, 2027, January 25, 2028, February 25, 2028,
March 23, 2028 and the Maturity Date
Maturity Date*: April 25, 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 Buffer
Threshold, 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 Buffer Threshold, your
payment at maturity per $1,000 principal amount note, in
addition to any Contingent Interest Payment, will be calculated
as follows:
$1,000 + [$1,000 × (Least Performing Underlying Return +
Buffer Amount) × Downside Leverage Factor]
If the notes have not been redeemed early and the Final Value
of any Underlying is less than its Buffer Threshold, you will lose
some or 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.