PS-1| Structured Investments
Auto Callable Contingent Interest Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Nasdaq-100® Technology Sector
IndexSM and the Russell 2000® Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Indices: The Dow Jones Industrial Average® (Bloomberg ticker:
INDU), the Nasdaq-100® Technology Sector IndexSM (Bloomberg
ticker: NDXT) and the Russell 2000® Index (Bloomberg ticker:
RTY) (each an “Index” and collectively, the “Indices”)
Contingent Interest Payments:
If the notes have not been automatically called and the closing
level of each Index 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 $8.75 (equivalent
to a Contingent Interest Rate of at least 10.50% per annum,
payable at a rate of at least 0.875% per month) (to be provided
in the pricing supplement).
If the closing level of any Index 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 10.50% per annum, payable
at a rate of at least 0.875% per month (to be provided in the
pricing supplement)
Interest Barrier/Trigger Value: With respect to each Index,
70.00% of its Initial Value
Pricing Date: On or about December 26, 2025
Original Issue Date (Settlement Date): On or about December
31, 2025
Review Dates*: January 26, 2026, February 26, 2026, March
26, 2026, April 27, 2026, May 26, 2026, June 26, 2026, July 27,
2026, August 26, 2026, September 28, 2026, October 26, 2026,
November 27, 2026, December 28, 2026, January 26, 2027,
February 26, 2027, March 29, 2027, April 26, 2027, May 26,
2027 and June 28, 2027 (final Review Date)
Interest Payment Dates*: January 29, 2026, March 3, 2026,
March 31, 2026, April 30, 2026, May 29, 2026, July 1, 2026,
July 30, 2026, August 31, 2026, October 1, 2026, October 29,
2026, December 2, 2026, December 31, 2026, January 29,
2027, March 3, 2027, April 1, 2027, April 29, 2027, June 1, 2027
and the Maturity Date
Maturity Date*: July 1, 2027
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first, second 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 Multiple Underlyings” and
“General Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
Automatic Call:
If the closing level of each Index on any Review Date (other
than the first, second and final Review Dates) is greater than or
equal to its 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, 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 of each Index 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 automatically called and the Final
Value of any Index 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 Index Return)
If the notes have not been automatically called and the Final
Value of any Index is less than its Trigger Value, you will lose
more than 30.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Least Performing Index: The Index with the Least Performing
Index Return
Least Performing Index Return: The lowest of the Index
Returns of the Indices
Index Return: With respect to each Index,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Index, the closing level of
that Index on the Pricing Date
Final Value: With respect to each Index, the closing level of that
Index on the final Review Date