[424B3] JPMORGAN CHASE & CO Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co., is offering 5-year Uncapped Dual Directional Buffered Return Enhanced Notes linked to the MerQube US Tech+ Vol Advantage Index (MQUSTVA). The Index targets implied volatility with dynamic exposure between 0% and 500% and reflects a 6.0% per annum daily deduction; QQQ total return is further reduced by a notional financing cost.

Key dates: Pricing Date December 9, 2025; Observation Date December 9, 2030; Maturity December 12, 2030. The Upside Leverage Factor will be at least 1.82.

Payment at maturity per $1,000: if the Index rises, $1,000 plus $1,000 × Index Return × Upside Leverage Factor. If the Index is flat or down by up to the 30.00% buffer, $1,000 plus $1,000 × Absolute Index Return (capped effectively at 30.00%). If the Index falls more than 30.00%, $1,000 + $1,000 × (Index Return + 30.00%), which can result in loss of principal. The estimated value, when set, will not be less than $930 per $1,000. Payments are subject to the credit risk of the issuer and guarantor (CUSIP 48136JRR7).

Insights

Structured products analyst

Buffered note with ≥1.82x upside and 30% downside cushion.

The note offers leveraged upside to the MerQube US Tech+ Vol Advantage Index and a dual-directional feature: for flat-to-moderate declines, investors receive the Absolute Index Return up to 30.00%. Gains are multiplied by at least 1.82. Beyond the 30.00% buffer, losses resume one-for-one less the buffer.

The Index’s mechanics include a daily 6.0% deduction and a financing cost on QQQ total return, which can materially reduce index levels versus raw QQQ performance. Exposure can vary between 0% and 500%, introducing path and leverage effects that may amplify both gains and losses.

Key anchors are the December 9, 2030 observation and December 12, 2030 maturity; credit risk of the issuer and guarantor applies. The estimated value will be not less than $930 per $1,000, and secondary market liquidity is not assured.

The following is a summary of the terms of the notes offered by the preliminary pricing supplement hyperlinked below. Index Overview The MerQube US Tech+ Vol Advantage Index (the “Index”) attempts to provide a dynamic rules - based exposure to the underlying asset to which the Index is linked (the “Underlying Asset”), while targeting a level of implied volatility, with a maximum exposure to th e Underlying Asset of 500% and a minimum exposure to the Underlying Asset of 0%. Since February 9, 2024 (the “Amendment Effective Date”), the Un der lying Asset has been an unfunded position in the Invesco QQQ Trust SM , Series 1 (the “QQQ Fund”), calculated as the excess of the total return of the QQQ Fund over a notional financing cost. Prior to the Amendment Effective Date, the Underlying Asset was an unfunded rol lin g position in E - Mini Nasdaq - 100 futures. The Index is subject to a 6.0% per annum daily deduction, and the performance of the Underlying As set is subject to a notional financing cost deducted daily. The investment objective of the QQQ Fund is to seek to track the investm ent results, before fees and expenses, of the Nasdaq - 100 Index ® . Summary of Terms Issuer: JPMorgan Chase Financial Company LLC Guarantor: JPMorgan Chase & Co. Minimum Denomination: $1,000 Index (Index Ticker): The MerQube US Tech+ Vol Advantage Index (Bloomberg ticker: MQUSTVA). The level of the Index reflects a deduction of 6.0% per annum that accrues daily, and the performance of the QQQ Fund is subject to a notional financing cost that accrues daily. Pricing Date: December 9, 2025 Observation Date: December 9, 2030 Maturity Date: December 12, 2030 Upside Leverage Factor: At least 1.82* Buffer Amount: 30.00% 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 î Index Return î Upside Leverage Factor) If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount, your payment at maturity per $1,000 principal amount note will be calculated as follows: $1,000 + ($1,000 î Absolute Index Return) This payout formula results in an effective cap of 30.00% on your return at maturity if the Index Return is negative. Under these limited circumstances, your maximum payment at maturity is $1,300.00 per $1,000 principal amount note. 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 x (Index 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. CUSIP: 48136JRR7 Preliminary Pricing Supplement: http://sp.jpmorgan.com/document/cusip/48136JRR7/doctype/Product_Termsheet/document.pdf Estimated Value: The estimated value of the notes, when the terms of the notes are set, will not be less than $930.00 per $1,000 principal amount note. For information about the estimated value of the notes, which likely will be lower than the price you paid for the notes, please see the hyperlink above. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC, as issuer of the notes, and t he credit risk of JPMorgan Chase & Co., as guarantor of the notes. The “total return” as used above is the number, expressed as a percentage, that results from comparing the payment at maturit y p er $1,000 principal amount note to $1,000. Investing in the notes linked to the Index involves a number of risks. See "Selected Risks" on page 2 of this document, "Risk Factors" in the prospectus supplement and the relevant product supplement and underlying supplement, Annex A to the prospectus addendum and "Selected Risk Considerations" in the relevant pricing supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes o r p assed upon the accuracy or the adequacy of this document or the relevant product supplement, underlying supplement, prospectus supp lem ent, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com 5y Uncapped Dual Directional Buffered Return Enhanced Notes linked to the MerQube US Tech+ Vol Advantage Index H North America Structured Investments Registration Statement Nos. 333 - 270004 and 333 - 270004 - 01 Dated November 10, 2025 Rule 424(b)(3) Terms supplement to the prospectus dated April 13, 2023, the prospectus supplement dated April 13, 2023, the product suppleme nt no. 4 - I dated April 13, 2023, the underlying supplement no. 5 - III dated March 5, 2025 and the prospectus addendum dated June 3, 2024 Hypothetical Total Returns** Total Return on the Notes Absolute Index Return Index Return 118.30% N/A 65.00% 91.00% N/A 50.00% 72.80% N/A 40.00% 36.40% N/A 20.00% 18.20% N/A 10.00% 9.10% N/A 5.00% 0.00% 0.00% 0.00% 5.00% 5.00% - 5.00% 10.00% 10.00% - 10.00% 20.00% 20.00% - 20.00% 30.00% 30.00% - 30.00% - 10.00% N/A - 40.00% - 20.00% N/A - 50.00% - 30.00% N/A - 60.00% - 50.00% N/A - 80.00% - 70.00% N/A - 100.00% * The actual Upside Leverage Factor will be provided in the pricing supplement and will not be less than 1.82. ** Reflects an Upside Leverage Factor equal to the minimum Upside Leverage Factor set forth herein for illustrative purposes. The hypothetical returns shown above apply only at maturity. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical returns shown above would likely be lower.

J.P. Morgan Structured Investments | 1 800 576 3529 | jpm_structured_investments@jpmorgan.com Selected Risks Risks Relating to the Notes Generally • Your investment in the notes may result in a loss. The notes do not guarantee any return of principal. • Your maximum gain on the notes is limited by the Buffer Amount if the Index Return is negative. • The level of the Index will include a 6.0% per annum daily deduction. • The level of the Index will include the deduction of a notional financing cost. • Any payment on the notes is subject to the credit risks of JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. Therefore the value of the notes prior to maturity will be subject to changes in the market’s view of the creditworthiness of JPMorgan Chase Financial Company LLC or JPMorgan Chase & Co. • As a finance subsidiary, JPMorgan Chase Financial Company LLC has no independent operations and has limited assets. • No interest payments, dividend payments or voting rights. • Lack of liquidity: J.P. Morgan Securities LLC (who we refer to as JPMS) intends to offer to purchase the notes in the secondary market but is not required to do so. The price, if any, at which JPMS will be willing to purchase notes from you in the secondary market, if at all, may result in a significant loss of your principal. • The tax consequences of the notes may be uncertain. You should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes. Risks Relating to Conflicts of Interest • Potential conflicts: We and our affiliates play a variety of roles in connection with the issuance of notes, including acting as calculation agent and hedging our obligations under the notes, and making the assumptions used to determine the pricing of the notes and the estimated value of the notes when the terms of the notes are set. It is possible that such hedging or other trading activities of J.P. Morgan or its affiliates could result in substantial returns for J.P. Morgan and its affiliates while the value of the notes declines. • Our affiliate, JPMS, worked with MerQube (the “Index Sponsor”) in developing the guidelines and policies governing the composition and calculation of the Index. Selected Risks (continued) Risks Relating to the Estimated Value and Secondary Market Prices of the Notes • 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 does not represent future values and may differ from others’ estimates. • The estimated value of the notes is determined by reference to an internal funding rate. • The value of the notes, which may be reflected in customer account statements, may be higher than the then current estimated value of the notes for a limited time period. Risks Relating to the Index • The Index Sponsor may adjust the Index in a way that affects its level, and the Index Sponsor has no obligation to consider your interests. • The Index may not be successful or outperform any alternative strategy that might be employed in respect of the Underlying Asset. • The Index may not approximate its target volatility. • The Index is subject to risks associated with the use of significant leverage. • The Index may be significantly uninvested. • An investment in the notes will be subject to risks associated with non - U.S. securities. • The QQQ Fund is subject to management risk. • The performance and market value of the QQQ Fund, particularly during periods of market volatility, may not correlate with the performance of the QQQ Fund’s underlying index as well as the net asset value per share. • Hypothetical back - tested data relating to the Index do not represent actual historical data and are subject to inherent limitations, and the historical and hypothetical back - tested performance of the Index are not indications of its future performance. • The Index was established on June 22, 2021 and may perform in unanticipated ways. Additional Information Any information relating to performance contained in these materials is illustrative and no assurance is given that any indic ati ve returns, performance or results, whether historical or hypothetical, will be achieved. These terms are subject to change, and J.P. Morgan undertakes no duty to update this information. This document shall be amended, s upe rseded and replaced in its entirety by a subsequent preliminary pricing supplement and/or pricing supplement, and the documents referred to therein. In the event any inconsistency between the information pres ent ed herein and any such preliminary pricing supplement and/or pricing supplement, such preliminary pricing supplement and/or pricing supplement shall govern. Past performance, and especially hypothetical back - tested performance, is not indicative of future results. Actual performance m ay vary significantly from past performance or any hypothetical back - tested performance. This type of information has inherent limitations and you should carefully consider these limitations before placing reliance on such information. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion o f U .S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Cha se & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax - related penalties. Investment suitability must be determined individually for each investor, and the financial instruments described herein may not be suitable for all investors. This information is not intended to provide and should not be relied upon as providing accounting, legal, regulatory or tax advice. Investors should consult with their own advisers as to the se matters. This material is not a product of J.P. Morgan Research Departments. North America Structured Investments The risks identified above are not exhaustive. Please see “Risk Factors” in the prospectus supplement and the applicable prod uct supplement and underlying supplement, Annex A to the prospectus addendum and “Selected Risk Considerations” in the applicable preliminary pricing supplement for additional information. 5y Uncapped Dual Directional Buffered Return Enhanced Notes linked to the MerQube US Tech+ Vol Advantage Index

FAQ

What is JPMorgan’s (AMJB) new 424B3 note linked to the MerQube US Tech+ Vol Advantage Index?

A 5-year Uncapped Dual Directional Buffered Return Enhanced Note offering leveraged upside (≥1.82x) and a 30.00% buffer, linked to MQUSTVA.

How do payments at maturity work for the AMJB notes?

If the Index rises, you receive $1,000 plus $1,000 × Index Return × Upside Leverage Factor. For declines up to 30.00%, you receive Absolute Index Return. Below −30.00%, principal is reduced.

What are the key dates and identifiers for these AMJB notes?

Pricing Date: December 9, 2025; Observation Date: December 9, 2030; Maturity: December 12, 2030; CUSIP 48136JRR7.

What affects the MerQube US Tech+ Vol Advantage Index (MQUSTVA) performance?

It includes a 6.0% per annum daily deduction and QQQ total return is reduced by a notional financing cost; exposure ranges from 0% to 500%.

What is the estimated value of the AMJB notes relative to price to public?

When set, the estimated value will not be less than $930 per $1,000 principal amount note.

What risks did JPMorgan highlight for these AMJB structured notes?

Loss of principal beyond the 30.00% buffer, credit risk of issuer/guarantor, index deductions and financing costs, potential illiquidity, and tax uncertainty.

What is the underlying asset for MQUSTVA in these notes?

Since February 9, 2024, it has been an unfunded position in the Invesco QQQ Trust total return, reduced by a notional financing cost.