JPMorgan Chase & Co.
11/04/2025 | Press release | Distributed by Public on 11/04/2025 12:48
Primary Offering Prospectus (Form 424B2)
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 November 4, 2025
November , 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
Auto Callable Buffered Return Enhanced Notes
Linked to the MSCI Emerging Markets Index due
November 8, 2029
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
● The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, the closing
level of the MSCI Emerging Markets Index, which we refer to as the Index, is at or above the Call Value.
● The date on which an automatic call may be initiated is November 9, 2026.
● The notes are also designed for investors who seek an uncapped return of 1.25292 times any appreciation of the Index at
maturity, if the notes have not been automatically called.
● Investors should be willing to forgo interest and dividend payments and be willing to lose up to 75.00% 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 November 4, 2025 (the "Pricing Date") and are expected to settle on or about
November 7, 2025. The Strike Value has been determined by reference to the closing level of the Index on November
3, 2025 and not by reference to the closing level of the Index on the Pricing Date.
● CUSIP: 48136JQG2
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 $3.00 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 $980.00 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 $950.00 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
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The MSCI Emerging Markets Index (Bloomberg ticker:
MXEF)
Call Premium Amount: At least $100.00 per $1,000 principal
amount note (to be provided in the pricing supplement)
Call Value: 100.00% of the Strike Value
Upside Leverage Factor: 1.25292
Buffer Amount: 25.00%
Strike Date: November 3, 2025
Pricing Date: On or about November 4, 2025
Original Issue Date (Settlement Date): On or about November
7, 2025
Review Date*: November 9, 2026
Call Settlement Date*: November 13, 2026
Observation Date*: November 5, 2029
Maturity Date*: November 8, 2029
* 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 or early acceleration in the event of a change-in-law
event as described under "General Terms of Notes -
Consequences of a Change-in-Law Event" in the accompanying
product supplement and "Selected Risk Considerations - We
May Accelerate Your Notes If a Change-in-Law Event Occurs" in
this pricing supplement
Automatic Call:
If the closing level of the Index on the Review Date is greater
than or equal to the Call 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 Call Premium Amount,
payable on the Call Settlement Date. No further payments will
be made on the notes.
If the notes are automatically called, you will not benefit from
the Upside Leverage Factor that applies to the payment at
maturity if the Final Value is greater than the Strike Value.
Because the Upside Leverage Factor does not apply to the
payment upon an automatic call, the payment upon an
automatic call may be significantly less than the payment at
maturity for the same level of appreciation in the Index.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than the Strike Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Index Return × Upside Leverage Factor)
If the notes have not been automatically called and the Final
Value is equal to the Strike Value or is less than the Strike
Value by up to the Buffer Amount, you will receive the principal
amount of your notes at maturity.
If the notes have not been automatically called and the Final
Value is less than the Strike 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 × (Index Return + Buffer Amount)]
If the notes have not been automatically called and the Final
Value is less than the Strike Value by more than the Buffer
Amount, you will lose some or most of your principal amount at
maturity.
Index Return:
(Final Value - Strike Value)
Strike Value
Strike Value: The closing level of the Index on the Strike Date,
which was 1,410.43. The Strike Value is not the closing
level of the Index on the Pricing Date.
Final Value: The closing level of the Index on the Observation
Date
PS-2| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
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
Payment upon an Automatic Call
Review Date
Call
Value
Compare the closing level of the Index to the Call Value on the Review Date.
The closing level of
the Index is greater
than or equal to
the Call Value.
Automatic Call
The notes will be automatically called on the Call Settlement Date and you will receive
(a) $1,000 plus (b) the Call Premium Amount.
No further payments will be made on the notes.
The closing level of
the Index is less
than the Call
Value.
No Automatic Call
The notes will not be automatically called. Proceed to the Observation Date.
Payment at Maturity If the Notes Have Not Been Automatically Called
Review Date
Observation Date
Payment at Maturity
The Final Value of the Index is greater than
the Strike Value.
You will receive:
$1,000 + ($1,000 × Index Return ×
Upside Leverage Factor)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
The Final Value of the Index is equal to the
Strike Value or is less than the Strike Value by
up to the Buffer Amount.
You will receive the principal amount of
your notes.
The Final Value of the Index is less than the
Strike Value by more than the Buffer Amount.
You will receive:
$1,000 + [$1,000 × (Index Return +
Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notes are automatically called will be provided in the pricing
supplement and will not be less than $100.00.
PS-3| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index. 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:
● the notes have not been automatically called;
● a Strike Value of 100.00;
● an Upside Leverage Factor of 1.25292; and
● a Buffer Amount of 25.00%.
The hypothetical Strike Value of 100.00 has been chosen for illustrative purposes only and does not represent the actual Strike Value.
The actual Strike Value is the closing level of the 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 the Index, please see the historical information set forth
under "The Index" 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 have
been rounded for ease of analysis.
Final Value
Index Return
Total Return on the Notes
Payment at Maturity
165.00
65.00%
81.43948%
$1,814.3947
150.00
50.00%
62.64575%
$1,626.4575
140.00
40.00%
50.11660%
$1,501.1660
130.00
30.00%
37.58745%
$1,375.8745
120.00
20.00%
25.05830%
$1,250.5830
110.00
10.00%
12.52915%
$1,125.2915
105.00
5.00%
6.26457%
$1,062.6457
101.00
1.00%
1.25292%
$1,012.5291
100.00
0.00%
0.00000%
$1,000.0000
95.00
-5.00%
0.00000%
$1,000.0000
90.00
-10.00%
0.00000%
$1,000.0000
85.00
-15.00%
0.00000%
$1,000.0000
80.00
-20.00%
0.00000%
$1,000.0000
75.00
-25.00%
0.00000%
$1,000.0000
70.00
-30.00%
-5.00000%
$950.0000
60.00
-40.00%
-15.00000%
$850.0000
50.00
-50.00%
-25.00000%
$750.0000
40.00
-60.00%
-35.00000%
$650.0000
30.00
-70.00%
-45.00000%
$550.0000
20.00
-80.00%
-55.00000%
$450.0000
10.00
-90.00%
-65.00000%
$350.0000
0.00
-100.00%
-75.00000%
$250.0000
PS-4| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
How the Notes Work
Upside Scenario If Automatic Call:
If the closing level of the Index on the Review Date is greater than or equal to the Call Value, the notes will be automatically called and
investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount of at least $100.00. No
further payments will be made on the notes.
● Assuming a hypothetical Call Premium Amount of $100.00, if the closing level of the Index increases 20.00% as of the Review
Date, the notes will be automatically called and investors will receive a return equal to 10.00%, or $1,100.00 per $1,000 principal
amount note.
Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value is greater than the Strike Value, investors will receive at maturity the
$1,000 principal amount plus a return equal to the Index Return times the Upside Leverage Factor of 1.25292.
● If the notes have not been automatically called and the closing level of the Index increases 10.00%, investors will receive at
maturity a return equal to 12.529%, or $1,125.29 per $1,000 principal amount note.
Par Scenario:
If the notes have not been automatically called and the Final Value is equal to the Strike Value or is less than the Strike Value by up to
the Buffer Amount of 25.00%, investors will receive at maturity the principal amount of their notes.
Downside Scenario:
If the notes have not been automatically called and the Final Value is less than the Strike Value by more than the Buffer Amount of
25.00%, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value is less than the Strike Value by
more than the Buffer Amount.
● For example, if the notes have not been automatically called and the closing level of the Index declines 60.00%, investors will lose
35.00% of their principal amount and receive only $650.00 per $1,000 principal amount note at maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 25.00%)] = $650.00
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.
● 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 the Final Value is less than
the Strike Value by more than 25.00%, you will lose 1% of the principal amount of your notes for every 1% that the Final Value is
less than the Strike Value by more than 25.00%. Accordingly, under these circumstances, you will lose up to 75.00% 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
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.
PS-5| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
● IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of the Index, which may be significant. In addition, if the notes are automatically called, you will not
benefit from the Upside Leverage Factor that applies to the payment at maturity if the Final Value is greater than the Strike Value.
Because the Upside Leverage Factor does not apply to the payment upon an automatic call, the payment upon an automatic call
may be significantly less than the payment at maturity for the same level of appreciation in the Index.
● 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.
● NON-U.S. SECURITIES RISK -
The non-U.S. equity securities included in the 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 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.
● EMERGING MARKETS RISK -
The equity securities included in the Index 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 included in the Index are converted into U.S. dollars for purposes of calculating the level
of the Index, holders of the notes will be exposed to currency exchange rate risk with respect to each of the currencies in which the
equity securities included in the Index 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 included in the Index denominated in each of those
currencies. If, taking into account the relevant weighting, the U.S. dollar strengthens against those currencies, the level of the Index
will be adversely affected and any payment on the notes may be reduced.
● RECENT EXECUTIVE ORDERS MAY ADVERSELY AFFECT THE PERFORMANCE OF THE INDEX -
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 Index recently removed the equity securities of a small number of companies from the Index in response to these executive
orders. If the issuer of any of the equity securities included in the Index 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
Index. In addition, under these circumstances, the sponsor of the Index is expected to remove the equity securities of that company
from the Index. Any changes to the composition of the Index in response to these executive orders could adversely affect the
performance of the Index.
● 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 one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return 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.
● THE NOTES DO NOT PAY INTEREST.
● YOU WILL NOT RECEIVE DIVIDENDS ON THE SECURITIES INCLUDED IN THE INDEX OR HAVE ANY RIGHTS WITH
RESPECT TO THOSE SECURITIES.
● WE MAY ACCELERATE YOUR NOTES IF A CHANGE-IN-LAW EVENT OCCURS -
Upon the announcement or occurrence of legal or regulatory changes that the calculation agent determines are likely to interfere
with your or our ability to transact in or hold the notes or our ability to hedge or perform our obligations under the notes, we may, in
our sole and absolute discretion, accelerate the payment on your notes and pay you an amount determined in good faith and in a
commercially reasonable manner by the calculation agent. If the payment on your notes is accelerated, your investment may result
in a loss and you may not be able to reinvest your money in a comparable investment. Please see "General Terms of Notes -
Consequences of a Change-in-Law Event" in the accompanying product supplement for more information.
● 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
Call Premium Amount.
PS-6| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
● 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.
● 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 level of the Index. 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.
PS-7| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
The 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 MSCI Emerging Markets Index, see "Equity Index
Descriptions - The MSCI Indices" in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Index based on the weekly historical closing levels of the Index from
January 3, 2020 through October 31, 2025. The closing level of the Index on November 3, 2025 was 1,410.43. We obtained the closing
levels above and below from the Bloomberg Professional® service ("Bloomberg"), without independent verification.
The historical closing levels of the Index should not be taken as an indication of future performance, and no assurance can be given as
to the closing level of the Index on the Review Date or the Observation Date. There can be no assurance that the performance of the
Index will result in the return of any of your principal amount in excess of $250.00 per $1,000 principal amount note, subject to the
credit risks of JPMorgan Financial and JPMorgan Chase & Co.
Historical Performance of the MSCI Emerging Markets Index
Source: Bloomberg
PS-8| Structured Investments
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets 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. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel 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, 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.
However, the IRS or a court may not respect this treatment, 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 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, which very generally can operate to recharacterize certain long-term capital gain as ordinary income
and impose a notional interest charge. 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 possible alternative treatments and the issues presented by
this notice.
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
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
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 Index" 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
Auto Callable Buffered Return Enhanced Notes Linked to the MSCI Emerging Markets Index
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:
● Underlying supplement no. 1-I dated April 13, 2023:
● Prospectus supplement and prospectus, each dated April 13, 2023:
● Prospectus addendum dated June 3, 2024:
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.
JPMorgan Chase & Co. published this content on November 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 04, 2025 at 18:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]