JPMORGAN CHASE & CO SEC Filings

JPMorgan Chase Financial Company LLC priced a 424(b)(2) structured note offering of Contingent Income Auto‑Callable Securities due October 13, 2028, linked to Snowflake Inc. Class A common stock. The securities pay a $29.00 contingent quarterly payment (2.90% of $1,000) for each determination date that Snowflake’s closing price is at or above the downside threshold of $121.085 (50% of the $242.17 initial stock price).

The notes auto‑call on any determination date (other than final) if Snowflake closes at or above $242.17, returning the $1,000 principal plus the applicable contingent payment and any previously unpaid contingent payments. If not called, and the final price is at or above the threshold, holders receive $1,000 plus the final contingent payment (and any unpaid contingents). If the final price is below the threshold, the payoff is $1,000 × (final/initial), which is less than 50% of principal and could be zero.

Total issuance is $8,592,000; issue price is $1,000 per security with total fees and commissions of $193,320 and proceeds to issuer of $8,398,680. The estimated value on pricing date is $957.80 per $1,000. The notes are unsecured obligations of JPMorgan Chase Financial, fully and unconditionally guaranteed by JPMorgan Chase & Co., and will not be listed on any exchange.

JPMorgan Chase Financial Company LLC is offering callable Contingent Interest Notes linked to the least performing of the Nasdaq-100 Technology Sector Index, the Russell 2000 Index and the S&P 500 Index, due April 23, 2027, and fully and unconditionally guaranteed by JPMorgan Chase & Co.

The notes pay monthly contingent interest only when each index closes at or above 75% of its Initial Value, with a Contingent Interest Rate of at least 11.75% per annum. Principal is protected only if, at maturity and absent earlier redemption, the least performing index is at or above its 70% Trigger Value; otherwise, repayment is reduced 1-for-1 with the index decline. The issuer may redeem the notes in whole on any Interest Payment Date starting January 23, 2026.

Illustrative economics include an estimated value of approximately $977.30 per $1,000 note on the date hereof (final estimated value to be provided, not less than $900 per $1,000). Selling commissions will not exceed $7.25 per $1,000. Minimum denomination is $1,000. Pricing is expected on or about October 20, 2025, with settlement on or about October 23, 2025.

JPMorgan Chase Financial Company LLC filed a preliminary 424(b)(2) pricing supplement for Capped Dual Directional Buffered Equity Notes linked to the S&P 500 Index, due October 30, 2026, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes offer unleveraged upside to the Index, capped at a Maximum Upside Return of at least 8.00%, and a dual-direction feature that provides a positive return equal to the absolute value of declines up to the 15.39% buffer.

At maturity, investors receive $1,000 plus the Index Return, subject to the upside cap; if the Index is down by up to 15.39%, investors receive $1,000 plus the Absolute Index Return. If the Index falls by more than 15.39%, losses increase at a 1.18189x Downside Leverage Factor. The maximum payment with a negative Index Return is $1,153.90 per $1,000 note; the maximum with a positive return is $1,080.00 at an 8.00% cap. Key terms include an Index Strike Level of 6,644.31 (closing level on October 14, 2025), Valuation Date of October 27, 2026, and minimum denominations of $10,000 and $1,000 increments. The notes pay no interest or dividends and are unsecured obligations subject to the credit risk of the issuer and guarantor. If priced today, the estimated value would be $985.50 per $1,000, with a minimum of $970.00 to be set at pricing. Selling commissions will not exceed $10 per $1,000.

JPMorgan Chase Financial Company LLC filed a preliminary pricing supplement for Digital Barrier Notes linked to the lesser performing of the Russell 2000 and S&P 500, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes mature on February 4, 2027 and are expected to price on or about October 31, 2025 with settlement on or about November 5, 2025.

The notes target a fixed return of at least 11.80% at maturity if the final level of each index is at or above 75.00% of its initial level (the Barrier Amount). If either index finishes below its barrier, principal is reduced 1% for each 1% decline in the lesser performer, which can result in substantial loss of principal.

The notes pay no interest or dividends, are issued in minimum denominations of $1,000, and will not be listed on an exchange. If priced today, the estimated value would be approximately $988.80 per $1,000 note; when finalized, it will not be less than $950.00 per $1,000. Sales are to fee-based advisory accounts with broker-dealers foregoing commissions. Payments are subject to the credit risk of the issuer and guarantor.

JPMorgan Chase & Co. filed a preliminary 424B2 for Callable Fixed Rate Notes due October 31, 2035. The notes pay a fixed 4.60% per annum, with interest paid in arrears each October 31, starting in 2026, using a 30/360 day count, Following Business Day Convention and Unadjusted Interest Accrual Convention.

The notes are callable by the issuer, in whole but not in part, on the last calendar day of April and October from October 31, 2027 through April 30, 2034, at par plus accrued interest, with at least five business days’ notice. If outstanding to maturity, holders receive principal plus any accrued and unpaid interest on October 31, 2035.

The indicated price to the public is $1,000 per $1,000 principal amount (eligible institutional/fee-based accounts may see $975.10–$1,000). Selling commissions would be approximately $18.50 per $1,000, not to exceed $40.00 per $1,000. The notes are unsecured and not FDIC insured.

JPMorgan Chase & Co. filed a preliminary pricing supplement for Callable Fixed Rate Notes due October 31, 2030. The notes pay 4.25% per annum, with interest paid in arrears on October 31 each year beginning in 2026. Interest uses a 30/360 day count, a Following business day convention, and an Unadjusted interest accrual convention.

The issuer may redeem the notes, in whole but not in part, at par plus accrued interest on the last calendar day of April and October from October 31, 2027 through April 30, 2030, with at least 5 business days’ notice to DTC. The Pricing Date is October 29, 2025 and the Original Issue Date is October 31, 2025. For certain accounts, the price to the public will be between $987.60 and $1,000 per $1,000 principal amount. If priced today, selling commissions would be approximately $1.50 per $1,000, capped at $12.50 per $1,000. These securities are not FDIC insured. In a resolution scenario, unsecured creditors, including noteholders, may bear losses and are structurally junior to subsidiary creditors.

JPMorgan Chase & Co. plans to issue Callable Fixed Rate Notes due October 29, 2055. The notes pay a fixed 5.70% per annum, with interest paid in arrears each year on October 31, beginning October 31, 2026 and continuing to October 31, 2054, and on the Maturity Date. Interest uses the 30/360 day count, Following Business Day Convention, and an Unadjusted Interest Accrual Convention.

The notes are callable at the issuer’s option on the last calendar day of April and October, starting October 31, 2027 and ending April 30, 2055. If called, holders receive principal plus accrued interest; notice to DTC will be at least five business days before a Redemption Date.

The preliminary price to the public is $1,000 per $1,000 note, with eligible institutional or fee-based sales between $927.60 and $1,000. If priced today, selling commissions would be approximately $5.50 per $1,000 note and will not exceed $50.00 per $1,000 note. The notes are not bank deposits and are not FDIC insured.

JPMorgan Chase Financial Company LLC filed a preliminary pricing supplement for Auto Callable Contingent Interest Notes linked to the least performing of the Nasdaq-100, Russell 2000 and S&P 500, fully and unconditionally guaranteed by JPMorgan Chase & Co. The notes are designed to pay a monthly Contingent Interest Payment only if each index closes at or above 70.00% of its Initial Value on the applicable Review Date.

The Contingent Interest Rate will be between 8.75% and 10.75% per annum (0.72917%–0.89583% per month), to be set at pricing. The notes may be automatically called if, on any applicable Review Date, each index is at or above its Initial Value; the earliest potential call is April 30, 2026. If not called, at maturity on May 4, 2028 investors receive par plus the final coupon if each index is at or above its Trigger Value (70% of Initial); otherwise, repayment is reduced in line with the Least Performing Index Return and may result in loss of most or all principal.

The notes are expected to price on or about October 31, 2025 and settle on or about November 5, 2025, in minimum denominations of $1,000. If priced today, the estimated value would be approximately $964.40 per $1,000 note, and will not be less than $900.00 per $1,000 at pricing. Selling commissions will not exceed $7.50 per $1,000. CUSIP: 48136JJV7.

JPMorgan Chase & Co. plans a primary offering of senior unsecured notes, comprising fixed‑to‑floating rate notes and floating rate notes issued under its senior indenture. The notes will be issued in book‑entry form through DTC, in $2,000 denominations and larger $1,000 multiples, and will not be listed on any exchange.

During floating periods, interest will reference a benchmark expected to be Compounded SOFR plus a spread, with detailed benchmark transition provisions if a Benchmark Transition Event occurs. The notes include optional redemption features and have no sinking fund. Affiliates may make a secondary market but are not obligated to do so.

Use of proceeds: net proceeds will be contributed to JPMorgan Chase Holdings LLC for general corporate purposes, including investments in subsidiaries, dividends, extensions of credit, redemptions or repurchases, and potential acquisitions or business expansion. The notes rank equally with other unsecured and unsubordinated obligations and are not FDIC insured.