JPMorgan Chase Financial (AMJB) offers capped MSCI EM ETF notes due 2027

Q: What are JPMorgan Capped Buffered Return Enhanced Notes linked to the iShares MSCI Emerging Markets ETF (AMJB)?

These notes are unsecured obligations of JPMorgan Chase Financial Company LLC , guaranteed by JPMorgan Chase & Co., that mature on December 23, 2027 . They are linked to the iShares® MSCI Emerging Markets ETF and aim to provide leveraged upside exposure with a cap and a limited downside buffer instead of full principal protection.

Q: How does the upside return work on these JPMorgan notes tied to the iShares MSCI Emerging Markets ETF?

At maturity, if the ETFs Final Value is above its Initial Value , holders receive $1,000 plus 1.50 times the fund return, subject to a Maximum Return of at least 24.80% . This corresponds to a maximum payment at maturity of at least $1,248.00 per $1,000 principal amount note, once the final terms are set.

Q: What downside protection and loss risk do these AMJB-linked notes have?

The notes include a 10.00% Buffer Amount . If the ETFs Final Value is equal to or up to 10.00% below the Initial Value, holders receive their $1,000 principal at maturity. If it falls by more than 10.00%, the payment is $1,000 plus $1,000 times the fund return plus the buffer, meaning investors can lose up to 90.00% of principal.

Q: Do these JPMorgan Emerging Markets ETF notes pay interest or dividends?

No. The notes do not pay periodic interest , and investors do not receive dividends from the iShares® MSCI Emerging Markets ETF or the securities it holds. Any return is realized only at maturity based on the ETFs performance relative to its Initial Value.

Q: When do the JPMorgan notes linked to the iShares MSCI Emerging Markets ETF price, observe and mature?

The notes are expected to price on or about December 19, 2025 and to settle on or about December 24, 2025 . The Observation Date for determining the Final Value is expected to be December 20, 2027 , and the Maturity Date is expected to be December 23, 2027 , subject to possible postponement for market disruption events.

Q: What are the key risks of the JPMorgan AMJB notes tied to the Emerging Markets ETF?

Major risks include potential loss of up to 90.00% of principal , the credit risk of JPMorgan Financial and JPMorgan Chase & Co., lack of interest and dividends, and liquidity risk because the notes will not be listed on any exchange. Additional risks arise from emerging markets, non-U.S. securities, currency exchange fluctuations and possible divergence between the ETF and its underlying index.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

424B2

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering Capped Buffered Return Enhanced Notes linked to the iShares® MSCI Emerging Markets ETF, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes provide 1.50 times any positive fund return, up to a maximum return of at least 24.80%, corresponding to a maximum payment at maturity of at least $1,248.00 per $1,000 principal amount note.

Principal is protected only by a 10.00% downside buffer; if the ETF falls by more than 10.00%, holders lose 1% of principal for each additional 1% decline, up to a 90.00% loss at maturity. The notes pay no interest or dividends, are unsecured, not bank deposits and will not be listed on an exchange, so liquidity may be limited. Returns depend on the credit of JPMorgan Financial and JPMorgan Chase & Co., as well as emerging markets, non-U.S. securities and currency risks. The preliminary estimated value is approximately $979.00 per $1,000 note and will not be less than $940.00 when the terms are set.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

12/16/2025 - 03:49 PM

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 December 12, 2025  

December     , 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. 1-I dated April 13, 2023, 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  

Capped Buffered Return Enhanced Notes Linked to 

the iShares® MSCI Emerging Markets ETF due 

December 23, 2027 

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. 

●  The notes are designed for investors who seek a return of 1.50 times any appreciation of the iShares® MSCI Emerging 

Markets ETF, up to a maximum return of at least 24.80%, at maturity. 

●  Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00% of their principal 

amount at maturity. 

●  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 December 19, 2025 and are expected to settle on or about December 24, 2025. 

●  CUSIP: 48136MHD2 

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 and “Selected Risk Considerations” beginning on page PS-4 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 $5.00 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 $979.00 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 $940.00 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. 

PS-1 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

Key Terms 

Issuer: JPMorgan Chase Financial Company LLC, a direct, 

wholly owned finance subsidiary of JPMorgan Chase & Co. 

Guarantor: JPMorgan Chase & Co. 

Fund: The iShares® MSCI Emerging Markets ETF 

(Bloomberg ticker: EEM) 

Maximum Return: At least 24.80% (corresponding to a 

maximum payment at maturity of at least $1,248.00 per 

$1,000 principal amount note) (to be provided in the pricing 

supplement) 

Upside Leverage Factor: 1.50 

Buffer Amount: 10.00% 

Pricing Date: On or about December 19, 2025 

Original Issue Date (Settlement Date): On or about 

December 24, 2025 

Observation Date*: December 20, 2027 

Maturity Date*: December 23, 2027 

* 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  

Payment at Maturity: If the Final Value is greater than the 

Initial Value, your payment at maturity per $1,000 principal 

amount note will be calculated as follows: 

$1,000 + ($1,000 × Fund Return × Upside Leverage Factor), 

subject to the Maximum Return 

If the Final Value is equal to the Initial Value or is less than the 

Initial Value by up to the Buffer Amount, you will receive the 

principal amount of your notes at maturity. 

If the Final Value is less than the Initial Value by more than the 

Buffer Amount, your payment at maturity per $1,000 principal 

amount note will be calculated as follows: 

$1,000 + [$1,000 × (Fund Return + Buffer Amount)] 

If the Final Value is less than the Initial Value by more than the 

Buffer Amount, you will lose some or most of your principal 

amount at maturity. 

Fund Return:  (Final Value – Initial Value) 

Initial Value 

Initial Value: The closing price of one share of the Fund on 

the Pricing Date 

Final Value: The closing price of one share of the Fund on the 

Observation Date 

Share Adjustment Factor: The Share Adjustment Factor is 

referenced in determining the closing price of one share 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. 

PS-2 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

Supplemental Terms of the Notes 

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. Notwithstanding 

anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of 

the notes or any other party. 

Hypothetical Payout Profile 

The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Fund. 

The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the 

payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns and payments set forth below assume 

the following:  

●  an Initial Value of $100.00; 

●  a Maximum Return of 24.80%; 

●  an Upside Leverage Factor of 1.50; and 

●  a Buffer Amount of 10.00%. 

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 price of one share of the Fund on the Pricing Date and will be provided in the pricing 

supplement. For historical data regarding the actual closing prices of one share of the Fund, please see the historical information set 

forth under “The Fund” in this pricing supplement. 

Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the 

actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and 

graph have been rounded for ease of analysis. 

Final Value 

Fund Return 

Total Return on the Notes 

Payment at Maturity 

$180.0000 

80.0000% 

24.80% 

$1,248.00 

$170.0000 

70.0000% 

24.80% 

$1,248.00 

$160.0000 

60.0000% 

24.80% 

$1,248.00 

$150.0000 

50.0000% 

24.80% 

$1,248.00 

$140.0000 

40.0000% 

24.80% 

$1,248.00 

$130.0000 

30.0000% 

24.80% 

$1,248.00 

$120.0000 

20.0000% 

24.80% 

$1,248.00 

$116.5333 

16.5333% 

24.80% 

$1,248.00 

$110.0000 

10.0000% 

15.00% 

$1,150.00 

$105.0000 

5.0000% 

7.50% 

$1,075.00 

$101.0000 

1.0000% 

1.50% 

$1,015.00 

$100.0000 

0.0000% 

0.00% 

$1,000.00 

$95.0000 

-5.0000% 

0.00% 

$1,000.00 

$90.0000 

-10.0000% 

0.00% 

$1,000.00 

$85.0000 

-15.0000% 

-5.00% 

$950.00 

$80.0000 

-20.0000% 

-10.00% 

$900.00 

$70.0000 

-30.0000% 

-20.00% 

$800.00 

$60.0000 

-40.0000% 

-30.00% 

$700.00 

$50.0000 

-50.0000% 

-40.00% 

$600.00 

$40.0000 

-60.0000% 

-50.00% 

$500.00 

$30.0000 

-70.0000% 

-60.00% 

$400.00 

$20.0000 

-80.0000% 

-70.00% 

$300.00 

$10.0000 

-90.0000% 

-80.00% 

$200.00 

$0.0000 

-100.0000% 

-90.00% 

$100.00 

PS-3 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Fund Returns (-50% to 50%). 

There can be no assurance that the performance of the Fund will result in the return of any of your principal amount in excess of 

$100.00 per $1,000 principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. 

How the Notes Work 

Upside Scenario: 

If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amount plus a return equal to 

1.50 times the Fund Return, subject to the Maximum Return of at least 24.80%. Assuming a hypothetical Maximum Return of 24.80%, 

an investor will realize the maximum payment at maturity at a Final Value at or above approximately 116.5333% of the Initial Value. 

●  If the closing price of one share of the Fund increases 5.00%, investors will receive at maturity a return of 7.50%, or $1,075.00 per 

$1,000 principal amount note. 

●  Assuming a hypothetical Maximum Return of 24.80%, if the closing price of one share of the Fund increases 40.00%, investors will 

receive at maturity a return equal to the Maximum Return of 24.80%, or $1,248.00 per $1,000 principal amount note, which is the 

maximum payment at maturity. 

Par Scenario: 

If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10.00%, investors will receive 

at maturity the principal amount of their notes. 

Downside Scenario: 

If the Final Value is less than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal amount 

of their notes for every 1% that the Final Value is less than the Initial Value by more than the Buffer Amount. 

●  For example, if the closing price of one share of the Fund declines 50.00%, investors will lose 40.00% of their principal amount and 

receive only $600.00 per $1,000 principal amount note at maturity. 

The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term. 

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 would likely be lower. 

PS-4 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

Selected Risk Considerations 

An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the 

accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum. 

● YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —  

The notes do not guarantee any return of principal. If the Final Value is less than the Initial Value by more than 10.00%, you will 

lose 1% of the principal amount of your notes for every 1% that the Final Value is less than the Initial Value by more than 10.00%. 

Accordingly, under these circumstances, you will lose up to 90.00% of your principal amount at maturity. 

● YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE MAXIMUM RETURN, 

regardless of any appreciation of the Fund, which may be significant. 

● 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 potential 

change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit 

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. 

● 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 or trading 

activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the 

value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product 

supplement. 

● THE NOTES DO NOT PAY INTEREST. 

● YOU WILL NOT RECEIVE DIVIDENDS ON THE FUND OR THE SECURITIES HELD BY THE FUND OR HAVE ANY RIGHTS 

WITH RESPECT TO THE FUND OR THOSE SECURITIES. 

● THERE ARE RISKS ASSOCIATED WITH THE FUND — 

The Fund is subject to management risk, which is the risk that the investment strategies of the Fund’s investment adviser, the 

implementation of which is subject to a number of constraints, may not produce the intended results. These constraints could 

adversely affect the market price of the shares of the Fund and, consequently, the value of the notes. 

● THE PERFORMANCE AND MARKET VALUE OF THE FUND, PARTICULARLY DURING PERIODS OF MARKET VOLATILITY, 

MAY NOT CORRELATE WITH THE PERFORMANCE OF THE FUND’S UNDERLYING INDEX AS WELL AS THE NET ASSET 

VALUE PER SHARE — 

The Fund does not fully replicate its Underlying Index (as defined under “The Fund” below) and may hold securities different from 

those included in its Underlying Index. In addition, the performance of the Fund will reflect additional transaction costs and fees 

that are not included in the calculation of its Underlying Index. All of these factors may lead to a lack of correlation between the 

performance of the Fund and its Underlying Index. In addition, corporate actions with respect to the equity securities underlying the 

Fund (such as mergers and spin-offs) may impact the variance between the performances of the Fund and its Underlying Index. 

Finally, because the shares of the Fund are traded on a securities exchange and are subject to market supply and investor 

demand, the market value of one share of the Fund may differ from the net asset value per share of the Fund. 

During periods of market volatility, securities underlying the Fund may be unavailable in the secondary market, market participants 

may be unable to calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely 

affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Fund. 

Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and 

sell shares of the Fund. As a result, under these circumstances, the market value of shares of the Fund may vary substantially from 

the net asset value per share of the Fund. For all of the foregoing reasons, the performance of the Fund may not correlate with the 

performance of its Underlying Index as well as the net asset value per share of the Fund, which could materially and adversely 

affect the value of the notes in the secondary market and/or reduce any payment on the notes. 

● NON-U.S. SECURITIES RISK —  

The non-U.S. equity securities held by the Fund have been issued by non-U.S. companies. Investments in securities linked to the 

value of such non-U.S. equity securities involve risks associated with the home countries and/or the securities markets in the home 

countries of the issuers of those non-U.S. equity securities. Also, with respect to equity securities that are not listed in the U.S., 

there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. 

companies that are subject to the reporting requirements of the SEC. 

PS-5 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

● EMERGING MARKETS RISK —  

The equity securities held by the Fund have been issued by non-U.S. companies located in emerging markets countries. Countries 

with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses, 

restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than 

more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be 

highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation 

rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in 

trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. 

● THE NOTES ARE SUBJECT TO CURRENCY EXCHANGE RISK —  

Because the prices of the equity securities held by the Fund are converted into U.S. dollars for purposes of calculating the net 

asset value of the Fund, holders of the notes will be exposed to currency exchange rate risk with respect to each of the currencies 

in which the equity securities held by the Fund trade. Your net exposure will depend on the extent to which those currencies 

strengthen or weaken against the U.S. dollar and the relative weight of equity securities held by the Fund denominated in each of 

those currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the price of 

the Fund will be adversely affected and any payment on the notes may be reduced. 

● RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE FUND — 

Pursuant to recent executive orders, U.S. persons are prohibited from engaging in transactions in, or possession of, publicly traded 

securities of certain companies that are determined to be linked to the People’s Republic of China military, intelligence and security 

apparatus, or securities that are derivative of, or are designed to provide investment exposure to, those securities.  The sponsor of 

the Underlying Index for the Fund has recently removed the equity securities of a small number of companies from that Underlying 

Index in response to these executive orders and, as a result, these stocks have also been removed from the Fund.  If the issuer of 

any of the equity securities held by the Fund is in the future designated as such a prohibited company, the value of that company 

may be adversely affected, perhaps significantly, which would adversely affect the performance of the Fund.  In addition, under 

these circumstances, each of the sponsor of the Underlying Index for the Fund and the Fund is expected to remove the equity 

securities of that company from that Underlying Index and the Fund, respectively.  Any changes to the composition of the Fund in 

response to these executive orders could adversely affect the performance of the Fund. 

● THE ANTI-DILUTION PROTECTION FOR THE FUND IS LIMITED —  

The calculation agent will make adjustments to the Share Adjustment Factor for certain events affecting the shares of the Fund. 

However, the calculation agent will not make an adjustment in response to all events that could affect the shares of the Fund. If an 

event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be materially and 

adversely affected. 

● 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 

Maximum Return. 

● 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 accept 

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. 

● 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 are 

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 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 incorrect, 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 the notes. See “The Estimated Value of the Notes” in this pricing supplement. 

PS-6 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

● 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 period. 

See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period. 

Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published 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 and, 

also, because secondary market prices may exclude selling commissions, projected hedging profits, if any, and estimated hedging 

costs that are included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing 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 hedging 

costs and the price of one share of the Fund. 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. 

The Fund 

The iShares® MSCI Emerging Markets ETF is an exchange-traded fund of iShares®, Inc., a registered investment company, that seeks 

to track the investment results, before fees and expenses, of an index composed of large- and mid-capitalization emerging market 

equities, which we refer to as the Underlying Index with respect to the iShares® MSCI Emerging Markets ETF. The Underlying Index for 

the iShares® MSCI Emerging Markets ETF is currently the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a free 

float-adjusted market capitalization index that is designed to measure the equity market performance of global emerging markets. For 

additional information about the iShares® MSCI Emerging Markets ETF, see “Fund Descriptions — The iShares® ETFs” in the 

accompanying underlying supplement. 

PS-7 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

Historical Information 

The following graph sets forth the historical performance of the Fund based on the weekly historical closing prices of one share of the 

Fund from January 3, 2020 through December 5, 2025. The closing price of one share of the Fund on December 11, 2025 was $54.88. 

We obtained the closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without independent 

verification. The closing prices above and below may have been adjusted by Bloomberg for actions taken by the Fund, such as stock 

splits. 

The historical closing prices of one share of the Fund should not be taken as an indication of future performance, and no assurance can 

be given as to the closing price of one share of the Fund on the Pricing Date or the Observation Date. There can be no assurance that 

the performance of the Fund will result in the return of any of your principal amount in excess of $100.00 per $1,000 principal amount 

note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co. 

Historical Performance of the iShares® MSCI Emerging Markets ETF 

Source: Bloomberg 

Tax Treatment  

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product 

supplement no. 4-I.  We expect to ask our special tax counsel to provide an opinion substantially consistent with the following 

discussion at pricing. 

Based on current market conditions, it is reasonable to treat the notes as “open transactions” that are not debt instruments for U.S. 

federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. 

Holders—Notes Treated as Open Transactions That Are Not Debt Instruments” in the accompanying product supplement.  Assuming 

this treatment is respected, subject to the possible application of the “constructive ownership” rules, the gain or loss on your notes 

should be treated as long-term capital gain or loss if you hold your notes for more than a year, whether or not you are an initial 

purchaser of notes at the issue price.  The notes could be treated (in whole or in part) as “constructive ownership transactions” within 

the meaning of Section 1260 of the Code, in which case all or a portion of any gain recognized in respect of the notes that would 

otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260) 

would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a 

constant yield over your holding period for the notes.  We do not expect our special tax counsel to be in a position to express an opinion 

with respect to whether the constructive ownership rules apply to the notes.  Accordingly, U.S. Holders should consult their tax advisers 

regarding the potential application of the constructive ownership rules. 

PS-8 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income 

or loss on your notes could be materially and adversely affected.  In addition, in 2007 Treasury and the IRS released a notice 

requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.  The notice 

focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment.  It also 

asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the 

relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which 

income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these 

instruments are or should be subject to the constructive ownership regime described above.  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 and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect.  You 

should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the 

potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice. 

Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding 

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 exceptions 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 application of 

Section 871(m) will be provided in the pricing supplement for the notes. You should consult your tax adviser regarding the potential 

application of Section 871(m) to the notes. 

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 following 

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 of 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) at 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 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 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 incorrect, 

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 the notes. 

For additional information, see “Selected Risk Considerations — 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 determined 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. Different pricing 

models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. 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, our or 

JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at 

which JPMS would be willing to buy notes from you in secondary market transactions. 

PS-9 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

The estimated value of the notes will be lower than the original issue price of the notes because costs associated with selling, 

structuring and hedging the notes are included in the original issue price of the notes. These costs include the selling commissions paid 

to JPMS and other affiliated or unaffiliated dealers, 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. 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 obligations under the 

notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates will retain any remaining hedging 

profits. See “Selected Risk Considerations — The Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to 

Public) of the Notes” in this pricing supplement. 

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 your 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 funding 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 expect 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 — 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 “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile 

of the notes and “The Fund” 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 purchase. 

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 pricing 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 accompanying 

prospectus supplement and the accompanying product 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. 

PS-10 | Structured Investments 

Capped Buffered Return Enhanced Notes Linked to the iShares® MSCI 

Emerging Markets ETF 

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. 1-I dated April 13, 2023: 

http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_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 pricing 

supplement, “we,” “us” and “our” refer to JPMorgan Financial. 

Source: View Original Filing on SEC EDGAR

FAQ

What are JPMorgan Capped Buffered Return Enhanced Notes linked to the iShares MSCI Emerging Markets ETF (AMJB)?

These notes are unsecured obligations of JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., that mature on December 23, 2027. They are linked to the iShares® MSCI Emerging Markets ETF and aim to provide leveraged upside exposure with a cap and a limited downside buffer instead of full principal protection.

How does the upside return work on these JPMorgan notes tied to the iShares MSCI Emerging Markets ETF?

At maturity, if the ETFs Final Value is above its Initial Value, holders receive $1,000 plus 1.50 times the fund return, subject to a Maximum Return of at least 24.80%. This corresponds to a maximum payment at maturity of at least $1,248.00 per $1,000 principal amount note, once the final terms are set.

What downside protection and loss risk do these AMJB-linked notes have?

The notes include a 10.00% Buffer Amount. If the ETFs Final Value is equal to or up to 10.00% below the Initial Value, holders receive their $1,000 principal at maturity. If it falls by more than 10.00%, the payment is $1,000 plus $1,000 times the fund return plus the buffer, meaning investors can lose up to 90.00% of principal.

Do these JPMorgan Emerging Markets ETF notes pay interest or dividends?

No. The notes do not pay periodic interest, and investors do not receive dividends from the iShares® MSCI Emerging Markets ETF or the securities it holds. Any return is realized only at maturity based on the ETFs performance relative to its Initial Value.

What is the estimated value of these AMJB structured notes versus the $1,000 issue price?

If the notes priced on the date shown, the estimated value would be approximately $979.00 per $1,000 principal amount note. The issuer states that the estimated value, when finalized at pricing, will not be less than $940.00 per $1,000, reflecting selling commissions, hedging costs and structuring factors included in the $1,000 price to the public.

When do the JPMorgan notes linked to the iShares MSCI Emerging Markets ETF price, observe and mature?

The notes are expected to price on or about December 19, 2025 and to settle on or about December 24, 2025. The Observation Date for determining the Final Value is expected to be December 20, 2027, and the Maturity Date is expected to be December 23, 2027, subject to possible postponement for market disruption events.

What are the key risks of the JPMorgan AMJB notes tied to the Emerging Markets ETF?

Major risks include potential loss of up to 90.00% of principal, the credit risk of JPMorgan Financial and JPMorgan Chase & Co., lack of interest and dividends, and liquidity risk because the notes will not be listed on any exchange. Additional risks arise from emerging markets, non-U.S. securities, currency exchange fluctuations and possible divergence between the ETF and its underlying index.