[424B8] Inverse VIX Short-Term Futures ETNs due March 22, 2045 SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering Auto Callable Yield Notes due August 12, 2026 that pay a fixed 12.20% per annum (equivalent to $4.6923 per $1,000 each Interest Payment Date) if not automatically called. The notes are automatically called early if, on any Review Date before the final Review Date, each of the Dow Jones Industrial Average, the Nasdaq-100 and the Russell 2000 closes at or above its Strike Value; the earliest automatic call date is November 4, 2025. The notes are unsecured obligations of JPMorgan Financial and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Principal repayment at maturity depends on the Least Performing Index. If a Trigger Event occurs (any Index falls below 70% of its Strike Value during the Monitoring Period) and the Final Value of any Index is below its Strike Value, holders will suffer a loss equal to the decline of the Least Performing Index. The notes priced on August 6, 2025 at $1,000 each (estimated value $984.30) with $2 selling commission per $1,000.

Positive

• High fixed coupon: 12.20% per annum (0.46923% per Interest Payment Date).
• Automatic call feature: potential for early principal return starting on November 4, 2025.
• Guarantee: payments are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Negative

• Principal at risk: If a Trigger Event occurs and the Final Value of any Index is below its Strike Value, holders lose an amount equal to the Least Performing Index decline.
• Limited upside: investors do not participate in index appreciation; return is capped to interest payments.
• Trigger mechanics: Trigger Value equals 70% of Strike, and a breach at any time during Monitoring Period terminates protection even if indices later recover.
• Estimated value below issue price: estimated value $984.30 vs price $1,000, reflecting embedded selling, structuring and hedging costs.
• Lack of liquidity: notes will not be exchange-listed and secondary market repurchase by JPMS may be limited and at prices below issue.
• Credit risk: payments depend on JPMorgan Financial and JPMorgan Chase & Co.; default could result in total loss.

Insights

Structured Product Analyst

TL;DR: High coupon but capped returns and meaningful downside linked to the least performing index; issuer credit and liquidity matter.

The notes deliver an attractive 12.20% annual coupon relative to plain-vanilla debt for a limited term, with an automatic-call feature that can return principal early. However, upside is limited to fixed interest payments and investors do not participate in index appreciation. Material investor considerations include exposure to the Least Performing Index for principal risk, the Trigger Value at 70% which creates early permanent exposure to index drawdowns, and the fact that the estimated value at issuance ($984.30) is below the public price due to embedded costs. This structure suits income-seeking investors who accept concentrated downside scenarios and issuer credit risk.

Risk Analyst

TL;DR: Credit, trigger mechanics, and limited liquidity create material downside risk despite high stated yield.

The guarantee by JPMorgan Chase & Co. mitigates counterparty fragmentation but does not eliminate credit risk; both issuer and guarantor creditworthiness affect value. The Trigger Event definition (any Index 70% of Strike during Monitoring Period) can permanently remove principal protection even if indices later recover. Notes are unlisted and secondary market prices will likely be lower than issue price, raising liquidity and mark-to-market risk. Overall, the structure concentrates downside on the weakest index and is sensitive to volatility and credit spreads.

August 11, 2025* Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(8)
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
$5,000,000
Auto Callable Yield Notes Linked to the Least Performing of
the Dow Jones Industrial Average®, the Nasdaq-100 Index®
and the Russell 2000® Index due August 12, 2026
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security with
the same maturity issued by us. The notes will pay 12.20% per annum interest over the term of the notes, assuming no
automatic call, payable at a rate of 0.46923% per Interest Payment Date.
● The notes will be automatically called if the closing level of each of the Dow Jones Industrial Average®, the Nasdaq-100
Index® and the Russell 2000® Index, which we refer to as the Indices, on any Review Date (other than the final Review
Date) is greater than or equal to its Strike Value.
● The earliest date on which an automatic call may be initiated is November 4, 2025.
● Investors should be willing to accept the risk of losing some or all of their principal and be willing to forgo dividend
payments, in exchange for Interest Payments.
● 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.
● Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the
performance of each of the Indices individually, as described below.
● Minimum denominations of $1,000 and integral multiples thereof
● The notes priced on August 6, 2025 (the “Pricing Date”) and are expected to settle on or about August 11, 2025. The
Strike Value of each Index has been determined by reference to the closing level of that Index on August 4, 2025
and not by reference to the closing level of that Index on the Pricing Date.
● CUSIP: 48129KDQ0
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-5 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
$2
$998
Total
$5,000,000
$10,000
$4,990,000
(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 of $2.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of
Distribution (Conflicts of Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $984.30 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.
*This pricing supplement amends and restates and supersedes the original pricing supplement related hereto dated August 6,
2025 to product supplement no. 4-I in its entirety (the original pricing supplement is available on the SEC website at
http://www.sec.gov/Archives/edgar/data/19617/000121390025073527/ea0252423-01_424b2.htm).

PS-1 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® 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 Index® (Bloomberg ticker: NDX) and
the Russell 2000® Index (Bloomberg ticker: RTY)
Interest Payments: If the notes have not been automatically
called, you will receive on each Interest Payment Date for each
$1,000 principal amount note an Interest Payment equal to
$4.6923 (equivalent to an Interest Rate of 12.20% per annum,
payable at a rate of 0.46923% per Interest Payment Date).
Interest Rate: 12.20% per annum, payable at a rate of
0.46923% per Interest Payment Date
Trigger Value: With respect to each Index, 70.00% of its Strike
Value, which is 30,921.548 for the Dow Jones Industrial
Average®, 16,232.027 for the Nasdaq-100 Index® and
1,548.6121 for the Russell 2000® Index
Strike Date: August 4, 2025
Pricing Date: August 6, 2025
Original Issue Date (Settlement Date): On or about August
11, 2025
Review Dates*: November 4, 2025, December 4, 2025,
January 5, 2026, February 4, 2026, March 4, 2026, April 6,
2026, May 4, 2026, June 4, 2026, July 6, 2026 and August 7,
2026 (final Review Date)
Interest Payment Dates*: August 26, 2025, September 9,
2025, September 23, 2025, October 9, 2025, October 23, 2025,
November 7, 2025, November 21, 2025, December 9, 2025,
December 23, 2025, January 8, 2026, January 23, 2026,
February 9, 2026, February 23, 2026, March 9, 2026, March 23,
2026, April 9, 2026, April 23, 2026, May 7, 2026, May 21, 2026,
June 9, 2026, June 24, 2026, July 9, 2026, July 23, 2026 and
the Maturity Date
Maturity Date*: August 12, 2026
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the final Review Date), 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 final Review Date) is greater than or equal to its Strike
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 Interest Payment for the Interest Payment Date
occurring on the applicable Call Settlement Date, payable on
that Call Settlement Date. No further payments will be made on
the notes.
Payment at Maturity:
If the notes have not been automatically called and (i) the Final
Value of each Index is greater than or equal to its Strike Value
or (ii) a Trigger Event has not occurred, you will receive a cash
payment at maturity, for each $1,000 principal amount note,
equal to (a) $1,000 plus (b) the Interest Payment applicable to
the Maturity Date.
If the notes have not been automatically called and (i) the Final
Value of any Index is less than its Strike Value and (ii) a Trigger
Event has occurred, your payment at maturity per $1,000
principal amount note, in addition to the Interest Payment
applicable to the Maturity Date, will be calculated as follows:
$1,000 + ($1,000 × Least Performing Index Return)
If the notes have not been automatically called and (i) the Final
Value of any Index is less than its Strike Value and (ii) a Trigger
Event has occurred, you will lose some or all of your principal
amount at maturity.
Trigger Event: A Trigger Event occurs if, on any day during the
Monitoring Period, the closing level of any Index is less than its
Trigger Value.
Monitoring Period: The period from but excluding the Pricing
Date to and including the final Review Date
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 – Strike Value)
Strike Value
Strike Value: With respect to each Index, the closing level of
that Index on the Strike Date, which was 44,173.64 for the Dow
Jones Industrial Average®, 23,188.61 for the Nasdaq-100
Index® and 2,212.303 for the Russell 2000® Index. The Strike
Value of each Index is not 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

PS-2 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
Supplemental Terms of the Notes
Any values of the Indices, 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.
How the Notes Work
Payments in Connection with Review Dates Preceding the Final Review Date
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the applicable Call Settlement Date and you will
receive (a) $1,000 plus (b) the Interest Payment for the Interest Payment Date occurring on
that Call Settlement Date.
Compare the closing level of each Index to its Strike Value on each Review Date until the final Review Date or any earlier automatic
call.
Review Dates Preceding the Final Review Date
Automatic Call
The closing level of each
Index is greater than or
equal to its Strike Value.
The closing level of any
Index is less than its
Strike Value.
Strike
Value
The notes will not be automatically called. You will still receive an Interest Payment on the
immediately following Interest Payment Date.
Proceed to the next Review Date.
No Automatic Call
Review Dates Preceding the
Final Review Date
You will receive (a) $1,000 plus (b) the
Interest Payment applicable to the
Maturity Date.
The notes are not
automatically called.
Proceed to maturity.
Final Review Date Payment at Maturity
The Final Value of each Index is greater than or
equal to its Strike Value or a Trigger Event has
not occurred.
You will receive, in addition to the
Interest Payment applicable to the
Maturity Date:
$1,000 + ($1,000 ×Least Performing
Index Return)
Under these circumstances, you will
lose some or all of your principal
amount at maturity.
The Final Value of any Index is less than its
Strike Value and a Trigger event has occurred.

PS-3 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
Total Interest Payments
The table below illustrates the total Interest Payments per $1,000 principal amount note over the term of the notes based on the Interest
Rate of 12.20% per annum, depending on how many Interest Payments are made prior to automatic call or maturity. If the notes have
not been automatically called, the total Interest Payments per $1,000 principal amount note over the term of the notes will be equal to
the maximum amount shown in the table below.
Number of Interest
Payments
Total Interest Payments
26
$122.0000
24
$112.6154
22
$103.2308
20
$93.8462
18
$84.4615
16
$75.0769
14
$65.6923
12
$56.3077
10
$46.9231
8
$37.5385
6
$28.1538

PS-4 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to three hypothetical Indices, assuming a range of performances for the
hypothetical Least Performing Index on the Review Dates. Solely for purposes of this section, the Least Performing Index with
respect to each Review Date is the least performing of the Indices determined based on the closing level of each Index on that
Review Date compared with its Strike Value.
The hypothetical payments set forth below assume the following:
● a Strike Value for each Index of 100.00;
● a Trigger Value for each Index of 70.00 (equal to 70.00% of its hypothetical Strike Value); and
● an Interest Rate of 12.20% per annum.
The hypothetical Strike Value of each Index of 100.00 has been chosen for illustrative purposes only and does not represent the actual
Strike Value of any Index. The actual Strike Value of each Index is the closing level of that Index on the Strike Date and is specified
under “Key Terms — Strike Value” in this pricing supplement. For historical data regarding the actual closing levels of each Index,
please see the historical information set forth under “The Indices” in this pricing supplement.
Each hypothetical payment set forth below is for illustrative purposes only and may not be the actual payment applicable to a purchaser
of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Level of Least
Performing Index
First Review Date
105.00
Notes are automatically called
Total Payment
$1,028.1538 (2.81538% return)
Because the closing level of each Index on the first Review Date is greater than or equal to its Strike Value, the notes will be
automatically called for a cash payment, for each $1,000 principal amount note, of $1,004.6923 (or $1,000 plus the Interest Payment
applicable to the corresponding Interest Payment Date), payable on the applicable Call Settlement Date. When added to the Interest
Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is
$1,028.1538. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called, the Final Value of the Least Performing Index is greater than or equal
to its Strike Value and a Trigger Event has occurred.
Date
Closing Level of Least
Performing Index
First Review Date
95.00
Notes NOT automatically called
Second Review Date
90.00
Notes NOT automatically called
Third through Ninth
Review Dates
Less than Strike Value
Notes NOT automatically called
Final Review Date
105.00
Final Value of Least Performing Index is greater than its Strike
Value
Total Payment
$1,122.00 (12.20% return)
Because the notes have not been automatically called and the Final Value of the Least Performing Index is greater than or equal to its
Strike Value, even though a Trigger Event has occurred, the payment at maturity, for each $1,000 principal amount note, will be
$1,004.6923 (or $1,000 plus the Interest Payment applicable to the Maturity Date). When added to the Interest Payments received with
respect to the prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is $1,122.00.

PS-5 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
Example 3 — Notes have NOT been automatically called, the Final Value of the Least Performing Index is less than its Strike
Value and a Trigger Event has NOT occurred.
Date
Closing Level of Least
Performing Index
First Review Date
85.00
Notes NOT automatically called
Second Review Date
75.00
Notes NOT automatically called
Third through Ninth
Review Dates
Less than Strike Value
Notes NOT automatically called
Final Review Date
80.00
Final Value of Least Performing Index is less than its Strike
Value
Total Payment
$1,122.00 (12.20% return)
Because the notes have not been automatically called and a Trigger Event has not occurred, even though the Final Value of the Least
Performing Index is less than its Strike Value, the payment at maturity, for each $1,000 principal amount note, will be $1,004.6923 (or
$1,000 plus the Interest Payment applicable to the Maturity Date). When added to the Interest Payments received with respect to the
prior Interest Payment Dates, the total amount paid, for each $1,000 principal amount note, is $1,122.00.
Example 4 — Notes have NOT been automatically called, the Final Value of the Least Performing Index is less than its Strike
Value and a Trigger Event has occurred.
Date
Closing Level of Least
Performing Index
First Review Date
40.00
Notes NOT automatically called
Second Review Date
45.00
Notes NOT automatically called
Third through Ninth
Review Dates
Less than Strike Value
Notes NOT automatically called
Final Review Date
40.00
Final Value of Least Performing Index is less than its Trigger
Value
Total Payment
$522.00 (-47.80% return)
Because the notes have not been automatically called, the Final Value of the Least Performing Index is less than its Strike Value, a
Trigger Event has occurred and the Least Performing Index Return is -60.00%, the payment at maturity will be $404.6923 per $1,000
principal amount note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] + $4.6923 = $404.6923
When added to the Interest Payments received with respect to the prior Interest Payment Dates, the total amount paid, for each $1,000
principal amount note, is $522.00.
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. 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.
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.
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. If the notes have not been automatically called and (i) the Final Value of any
Index is less than its Strike Value and (ii) a Trigger Event has occurred, you will lose 1% of the principal amount of your notes for
every 1% that the Final Value of the Least Performing Index is less than its Strike Value. Accordingly, under these circumstances,
you will lose some or all of your principal amount at maturity.
● 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

PS-6 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
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.
● THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE SUM OF THE INTEREST PAYMENTS PAID OVER
THE TERM OF THE NOTES,
regardless of any appreciation of any Index, which may be significant. You will not participate in any appreciation of any Index.
● THE AMOUNT OF EACH INTEREST PAYMENT IS FIXED FOR EACH INTEREST PAYMENT DATE AND WILL NOT VARY
BASED ON THE PERIOD BETWEEN INTEREST PAYMENT DATES —
The Interest Payment with respect to each Interest Payment Date will be equal to a fixed amount that will be the same for each
Interest Payment Date, even though the periods between Interest Payment Dates vary between approximately two weeks and
approximately three weeks. The Interest Payment will not be adjusted based on the period between Interest Payment Dates and
you will not receive a higher Interest Payment with respect to an Interest Payment Date even if the period between that Interest
Payment Date and the immediately preceding Interest Payment is longer than other periods.
● YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE LEVEL OF EACH INDEX —
Payments on the notes are not linked to a basket composed of the Indices and are contingent upon the performance of each
individual Index. Poor performance by any of the Indices over the term of the notes may result in the notes not being automatically
called on a Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by positive performance
by any other Index.
● YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LEAST PERFORMING INDEX.
● THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON ANY DAY DURING THE MONITORING PERIOD
—
If, on any day during the Monitoring Period, the closing level of any Index is less than its Trigger Value (i.e., a Trigger Event occurs)
and the notes have not been automatically called, the benefit provided by the Trigger Value will terminate and you will be fully
exposed to any depreciation of the Least Performing Index. You will be subject to this potential loss of principal even if that Index
subsequently recovers such that the closing level of that Index is greater than or equal to its Trigger Value.
● THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately three months and you will
not receive any Interest Payments after the applicable Call Settlement Date. There is no guarantee that you would be able to
reinvest the proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
● YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN ANY INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
● THE RISK OF THE CLOSING LEVEL OF AN INDEX FALLING BELOW ITS TRIGGER VALUE IS GREATER IF THE LEVEL OF
THAT INDEX IS VOLATILE.

PS-7 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
● 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.
Risks Relating to Conflicts of Interest
● 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.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
● THE ESTIMATED VALUE OF THE NOTES IS 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 exceeds 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.
● 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.

PS-8 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
● 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 levels of the Indices. 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.
Risks Relating to the Indices
● JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE DOW JONES INDUSTRIAL
AVERAGE®,
but JPMorgan Chase & Co. will not have any obligation to consider your interests in taking any corporate action that might affect
the level of the Dow Jones Industrial Average®.
● NON-U.S. SECURITIES RISK WITH RESPECT TO THE NASDAQ-100 INDEX® —
Some of the equity securities included in the Nasdaq-100 Index® 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 of the issuers of
those non-U.S. equity securities.
● AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH SMALL CAPITALIZATION STOCKS WITH
RESPECT TO THE RUSSELL 2000® INDEX —
Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative
to larger companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a
dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

PS-9 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
The Indices
The Dow Jones Industrial Average® consists of 30 common stocks chosen as representative of the broad market of U.S. industry. For
additional information about the Dow Jones Industrial Average®, see “Equity Index Descriptions — The Dow Jones Industrial Average®”
in the accompanying underlying supplement.
The Nasdaq-100 Index® is a modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The
Nasdaq Stock Market based on market capitalization. For additional information about the Nasdaq-100 Index®, see “Equity Index
Descriptions — The Nasdaq-100 Index®” in the accompanying underlying supplement.
The Russell 2000® Index consists of the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index
calculation methodology, consists of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index is
designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the
Russell 2000® Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Index based on the weekly historical closing levels from January 3,
2020 through August 1, 2025. The closing level of the Dow Jones Industrial Average® on August 4, 2025 was 44,173.64. The closing
level of the Nasdaq-100 Index® on August 4, 2025 was 23,188.61. The closing level of the Russell 2000® Index on August 4, 2025 was
2,212.303. We obtained the closing levels above and below from the Bloomberg Professional® service (“Bloomberg”), without
independent verification.
The historical closing levels of each Index should not be taken as an indication of future performance, and no assurance can be given
as to the closing level of any Index on any Review Date or any day during the Monitoring Period. There can be no assurance that the
performance of the Indices will result in the return of any of your principal amount.

PS-10 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current market conditions, in
determining our reporting responsibilities we intend to treat the notes for U.S. federal income tax purposes as units each consisting of:
(x) a cash-settled Put Option written by you that, is terminated if an automatic call occurs and that, if not terminated, in circumstances
where the payment due at maturity is less than $1,000 (excluding accrued but unpaid interest), requires you to pay us an amount equal
to that difference and (y) a Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option,
as more fully described in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders — Notes Treated
as Units Each Comprising a Put Option and a Deposit” in the accompanying product supplement, and in particular in the subsection
thereof entitled “— Notes with a Term of More than One Year.” By purchasing the notes, you agree (in the absence of an
administrative determination or judicial ruling to the contrary) to follow this treatment and the allocation described in the following
paragraph. However, there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character
of any income or loss on the 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 on a number of issues, the most relevant of which for investors in the notes are the character of income or loss
(including whether the Put Premium might be currently included as ordinary income); and the degree, if any, to which income realized
by non-U.S. investors should be subject to withholding tax. While it is not clear whether the notes would be viewed as similar to the
typical prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after

PS-11 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with
retroactive effect.
In determining our reporting responsibilities, we intend to treat a portion of each Interest Payment equal to approximately 4.20% per
annum times the amount of the Deposit times the number of days in the applicable period divided by 365 as interest on the Deposit (so
that the amount allocated as interest on the Deposit will vary from Interest Payment to Interest Payment depending on the number of
days in the applicable period) and the remainder of each Interest Payment as Put Premium. Assuming that the treatment of the notes
as units each comprising a Put Option and a Deposit is respected, amounts treated as interest on the Deposit will be taxed as ordinary
income, while the Put Premium will not be taken into account prior to sale or settlement, including a settlement following an automatic
call.
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, our special tax counsel is of the
opinion that Section 871(m) should 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. You should consult your tax
adviser regarding the potential application of Section 871(m) to the notes.
The discussions above and in the accompanying product supplement do not address the consequences to taxpayers subject to special
tax accounting rules under Section 451(b) of the Code. You should consult your tax adviser regarding all aspects of the U.S. federal
income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by the 2007
notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the
tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation of the purchase
price of the notes between the Deposit and the Put Option.
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 — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — 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

PS-12 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
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.
The estimated value of the notes is 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 — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated
Value of the Notes Is 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 — Risks Relating to the Estimated Value and Secondary Market Prices
of the Notes — 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 “How the Notes Work” and “Hypothetical Payout Examples” in this pricing supplement for an illustration of the risk-return
profile of the notes and “The Indices” 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.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee.
This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the
trustee’s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature
and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.

PS-13 | Structured Investments
Auto Callable Yield Notes Linked to the Least Performing of the Dow Jones
Industrial Average®, the Nasdaq-100 Index® and the Russell 2000® Index
Additional Terms Specific to the Notes
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. This pricing supplement amends and restates and supersedes the original pricing supplement related hereto dated
August 6, 2025 in its entirety. You should not rely on the original pricing supplement related hereto dated August 6, 2025 in
making your decision to invest in the notes. 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.
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.

FAQ

What interest rate do these notes pay and how often?

The notes pay a fixed 12.20% per annum, equivalent to $4.6923 per $1,000 on each Interest Payment Date.

When can the notes be automatically called?

The notes can be automatically called if on any Review Date (other than the final Review Date) each Index closes at or above its Strike Value; the earliest call date is November 4, 2025.

How is principal at maturity determined?

If not called, and no Trigger Event occurred or Final Values are >= Strike Values, you receive $1,000 plus the final Interest Payment. If a Trigger Event occurred and any Final Value < Strike, maturity payment = $1,000 + ($1,000 × Least Performing Index Return), which can be less than $1,000.

What triggers the loss of principal protection?

A Trigger Event occurs if any Index closes below 70% of its Strike Value on any day during the Monitoring Period; if combined with Final Value < Strike, principal loss applies.

What was the estimated value at issuance and the selling terms?

The notes priced on August 6, 2025 at $1,000 per note, with an estimated value of $984.30 and selling commissions of $2.00 per $1,000.

Who bears credit risk for payments on the notes?

The notes are unsecured obligations of JPMorgan Chase Financial Company LLC and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Payments depend on both entities' creditworthiness.