Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Index: The MerQube US Gold Vol Advantage Index (Bloomberg
ticker: MQUSGVA). The level of the Index reflects a deduction of
6.0% per annum that accrues daily.
Contingent Interest Payments: If the notes have not been
automatically called and the closing level of the Index on any
Review Date is greater than or equal to the Interest Barrier, you
will receive on the applicable Interest Payment Date for each
$1,000 principal amount note a Contingent Interest Payment
equal to at least $35.00 (equivalent to a Contingent Interest Rate
of at least 14.00% per annum, payable at a rate of at least 3.50%
per quarter) (to be provided in the pricing supplement).
If the closing level of the Index on any Review Date is less than
the Interest Barrier, no Contingent Interest Payment will be made
with respect to that Review Date.
Contingent Interest Rate: At least 14.00% per annum, payable
at a rate of at least 3.50% per quarter (to be provided in the
pricing supplement)
Interest Barrier / Trigger Value: 60.00% of the Initial Value
Pricing Date: On or about July 31, 2025
Original Issue Date (Settlement Date): On or about August 5,
2025
Review Dates*: October 31, 2025, February 2, 2026, April 30,
2026, July 31, 2026, November 2, 2026, February 1, 2027, April
30, 2027, August 2, 2027, November 1, 2027, January 31, 2028,
May 1, 2028, July 31, 2028, October 31, 2028, January 31, 2029,
April 30, 2029, July 31, 2029, October 31, 2029, January 31,
2030, April 30, 2030 and July 31, 2030 (final Review Date)
Interest Payment Dates*: November 5, 2025, February 5, 2026,
May 5, 2026, August 5, 2026, November 5, 2026, February 4,
2027, May 5, 2027, August 5, 2027, November 4, 2027,
February 3, 2028, May 4, 2028, August 3, 2028, November 3,
2028, February 5, 2029, May 3, 2029, August 3, 2029,
November 5, 2029, February 5, 2030, May 3, 2030 and the
Maturity Date
Maturity Date*: August 5, 2030
Call Settlement Date*: If the notes are automatically called on
any Review Date (other than the first and final Review Dates),
the first Interest Payment Date immediately following that Review
Date
* Subject to postponement in the event of a market disruption event
and as described under “Supplemental Terms of the Notes —
Postponement of a Determination Date — Notes Linked Solely to an
Index” in the accompanying underlying supplement and “General
Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement or early acceleration in the event
of a commodity hedging disruption event as described under
“General Terms of Notes — Consequences of a Commodity Hedging
Disruption Event” in the accompanying product supplement and in
“Selected Risk Considerations — Risks Relating to the Notes
Generally — We May Accelerate Your Notes If a Commodity
Hedging Disruption Event Occurs” in this pricing supplement
Automatic Call:
If the closing level of the Index on any Review Date (other than
the first and final Review Dates) is greater than or equal to the
Initial Value, the notes will be automatically called for a cash
payment, for each $1,000 principal amount note, equal to (a)
$1,000 plus (b) the Contingent Interest Payment applicable to
that Review Date, payable on the applicable Call Settlement
Date. No further payments will be made on the notes.
Payment at Maturity:
If the notes have not been automatically called and the Final
Value is greater than or equal to the Trigger Value, you will
receive a cash payment at maturity, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Contingent Interest
Payment applicable to the final Review Date.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, your payment at maturity
per $1,000 principal amount note will be calculated as follows:
$1,000 + ($1,000 × Index Return)
In no event, however, will the payment at maturity be less than
$0.
If the notes have not been automatically called and the Final
Value is less than the Trigger Value, you will lose more than
40.00% of your principal amount at maturity and could lose all of
your principal amount at maturity.
Index Return:
(Final Value – Initial Value)
Initial Value
Initial Value: The closing level of the Index on the Pricing Date
Final Value: The closing level of the Index on the final Review
Date