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 August 4, 2025
August , 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 Yield Notes Linked to the Lesser Performing of
the S&P 500® Index and the American Depositary Receipts of
Novo Nordisk A/S due August 5, 2027
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 at least 10.50% per annum interest over the term of the notes,
assuming no automatic call, payable at a rate of at least 0.875% per month.
• The notes will be automatically called if the closing value of each of the S&P 500® Index and the American depositary
receipts of Novo Nordisk A/S, which we refer to as the Underlyings, 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 2, 2026.
• Investors should be willing to accept the risk of losing a significant portion 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 Underlyings. Payments on the notes are linked to the
performance of each of the Underlyings individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes are expected to price on or about August 4, 2025 (the “Pricing Date”) and are expected to settle on or about
August 7, 2025. The Strike Value of each Underlying has been determined by reference to the closing value of
that Underlying on August 1, 2025 and not by reference to the closing value of that Underlying on the Pricing
Date.
• CUSIP: 48136GCY4
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
$
$
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 $4.00 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 $989.70 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 Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Underlyings: The S&P 500® Index (Bloomberg ticker: SPX)
(the “Index”) and the American depositary receipts (“ADRs”),
each representing one B share, nominal value DKK 0.10 each,
of Novo Nordisk A/S (Bloomberg ticker: NVO) (the “Reference
Stock”) (each of the Index and the Reference Stock, an
“Underlying” and collectively, the “Underlyings”)
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 at
least $8.75 (equivalent to an Interest Rate of at least 10.50%
per annum, payable at a rate of at least 0.875% per month) (to
be provided in the pricing supplement).
Interest Rate: At least 10.50% per annum, payable at a rate of
at least 0.875% per month (to be provided in the pricing
supplement)
Trigger Value: With respect to each Underlying, 55.00% of its
Strike Value, which is 3,430.9055 for the Index and $26.5045
for the Reference Stock
Strike Date: August 1, 2025
Pricing Date: On or about August 4, 2025
Original Issue Date (Settlement Date): On or about August 7,
2025
Review Dates*: November 2, 2026, December 1, 2026,
January 4, 2027, February 1, 2027, March 1, 2027, April 1,
2027, May 3, 2027, June 1, 2027, July 1, 2027 and August 2,
2027
Interest Payment Dates*: September 5, 2025, October 6,
2025, November 6, 2025, December 4, 2025, January 7, 2026,
February 5, 2026, March 5, 2026, April 7, 2026, May 6, 2026,
June 4, 2026, July 7, 2026, August 6, 2026, September 4, 2026,
October 6, 2026, November 5, 2026, December 4, 2026,
January 7, 2027, February 4, 2027, March 4, 2027, April 6,
2027, May 6, 2027, June 4, 2027, July 7, 2027 and the Maturity
Date
Maturity Date*: August 5, 2027
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 value of each Underlying 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 the Final
Value of each Underlying is greater than or equal to its 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
Interest Payment applicable to the Maturity Date.
If the notes have not been automatically called and the Final
Value of either Underlying is less than its Trigger Value, 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 × Lesser Performing Underlying Return)
If the notes have not been automatically called and the Final
Value of either Underlying is less than its Trigger Value, you will
lose more than 45.00% of your principal amount at maturity and
could lose all of your principal amount at maturity.
Lesser Performing Underlying: The Underlying with the
Lesser Performing Underlying Return
Lesser Performing Underlying Return: The lower of the
Underlying Returns of the Underlyings
Underlying Return:
With respect to each Underlying,
(Final Value – Strike Value)
Strike Value
Strike Value: With respect to each Underlying, the closing
value of that Underlying on the Strike Date, which was 6,238.01
for the Index and $48.19 for the Reference Stock. The Strike
Value of each Underlying is not the closing value of that
Underlying on the Pricing Date.
Final Value: With respect to each Underlying, the closing value
of that Underlying on the final Review Date
Stock Adjustment Factor: The Stock Adjustment Factor is
referenced in determining the closing value of the Reference
Stock and is set equal to 1.0 on the Strike Date. The Stock
Adjustment Factor is subject to adjustment upon the occurrence
of certain corporate events affecting the Reference Stock. See
“The Underlyings — Reference Stocks — Anti-Dilution
Adjustments” and “The Underlyings — Reference Stocks —
Reorganization Events” in the accompanying product
supplement for further information.
PS-2 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
Supplemental Terms of the Notes
Any values of the Underlyings, 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.
Review Dates Preceding the Final Review Date
Automatic Call
The closing value of each
Underlying is greater
than or equal to its
Strike Value.
The closing value of
either Underlying is less
than its Strike Value.
Strike
Value
Compare the closing value of each Underlying to its Strike Value on each Review Date until the final Review Date or any earlier
automatic call.
No Automatic Call
The notes will not be automatically called. Proceed to the next Review Date.
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 Underlying is greater
than or equal to its Trigger Value.
You will receive, in addition to the
Interest Payment applicable to the
Maturity Date:
$1,000 + ($1,000 ×Lesser Performing
Underlying Return)
Under these circumstances, you will
lose a significant portion or all of your
principal amount at maturity.
The Final Value of either Underlying is less than
its Trigger Value.
PS-3 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
Total Interest Payments
The table below illustrates the hypothetical total Interest Payments per $1,000 principal amount note over the term of the notes based
on a hypothetical Interest Rate of 10.50% 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 hypothetical 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. The actual Interest Rate will be provided in
the pricing supplement and will be at least 10.50% per annum (payable at a rate of at least 0.875% per month).
Number of Interest
Payments
Total Interest Payments
24
$210.00
23
$201.25
22
$192.50
21
$183.75
20
$175.00
19
$166.25
18
$157.50
17
$148.75
16
$140.00
15
$131.25
Hypothetical Payout Examples
The following examples illustrate payments on the notes linked to two hypothetical Underlyings, assuming a range of performances for
the hypothetical Lesser Performing Underlying on the Review Dates. Solely for the purposes of this section, the Lesser
Performing Underlying with respect to each Review Date is the lesser performing of the Underlyings determined based on the
closing value of each Underlying on that Review Date compared with its Strike Value.
The hypothetical payments set forth below assume the following:
• a Strike Value for each Underlying of 100.00;
• a Trigger Value for each Underlying of 55.00 (equal to 55.00% of its hypothetical Strike Value); and
• an Interest Rate of 10.50% per annum.
The hypothetical Strike Value of each Underlying of 100.00 has been chosen for illustrative purposes only and does not represent the
actual Strike Value of either Underlying. The actual Strike Value of each Underlying is the closing value of that Underlying on the Strike
Date and is specified under “Key Terms — Strike Value” in this pricing supplement. For historical data regarding the actual closing
values of each Underlying, please see the historical information set forth under “The Underlyings” 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.
PS-4 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
Example 1 — Notes are automatically called on the first Review Date.
Date
Closing Value of Lesser
Performing Underlying
First Review Date
105.00
Notes are automatically called
Total Payment
$1,131.25 (13.125% return)
Because the closing value of each Underlying 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 $1,008.75 (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
$1,131.25. No further payments will be made on the notes.
Example 2 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is greater
than or equal to its Trigger Value.
Date
Closing Value of Lesser
Performing Underlying
First Review Date
75.00
Notes NOT automatically called
Second Review Date
85.00
Notes NOT automatically called
Third through Ninth
Review Dates
Less than Strike Value
Notes NOT automatically called
Final Review Date
90.00
Final Value of the Lesser Performing Underlying is greater than
or equal to its Trigger Value
Total Payment
$1,210.00 (21.00% return)
Because the notes have not been automatically called and the Final Value of the Lesser Performing Underlying is greater than or equal
to its Trigger Value, the payment at maturity, for each $1,000 principal amount note, will be $1,008.75 (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 $1,210.00.
Example 3 — Notes have NOT been automatically called and the Final Value of the Lesser Performing Underlying is less than
its Trigger Value.
Date
Closing Value of Lesser
Performing Underlying
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 the Lesser Performing Underlying is less than its
Trigger Value
Total Payment
$610.00 (-39.00% return)
Because the notes have not been automatically called, the Final Value of the Lesser Performing Underlying is less than its Trigger
Value and the Lesser Performing Underlying Return is -60.00%, the payment at maturity will be $408.75 per $1,000 principal amount
note, calculated as follows:
$1,000 + [$1,000 × (-60.00%)] + $8.75 = $408.75
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 $610.00.
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.
PS-5 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
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 the Final Value of either
Underlying is less than its Trigger Value, you will lose 1% of the principal amount of your notes for every 1% that the Final Value of
the Lesser Performing Underlying is less than its Strike Value. Accordingly, under these circumstances, you will lose more than
45.00% of your principal amount at maturity and could lose 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
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 either Underlying, which may be significant. You will not participate in any appreciation of either
Underlying.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE VALUE OF EACH UNDERLYING —
Payments on the notes are not linked to a basket composed of the Underlyings and are contingent upon the performance of each
individual Underlying. Poor performance by either of the Underlyings 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 the other Underlying.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING UNDERLYING.
• THE BENEFIT PROVIDED BY THE TRIGGER VALUE MAY TERMINATE ON THE FINAL REVIEW DATE —
If the Final Value of either Underlying is less than its Trigger Value 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 Lesser Performing Underlying.
• 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 fifteen 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.
PS-6 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
• YOU WILL NOT RECEIVE DIVIDENDS ON THE REFERENCE STOCK OR THE SECURITIES INCLUDED IN THE INDEX OR
HAVE ANY RIGHTS WITH RESPECT TO THE REFERENCE STOCK OR THE SECURITIES INCLUDED IN THE INDEX.
• THE RISK OF THE CLOSING VALUE OF AN UNDERLYING FALLING BELOW ITS TRIGGER VALUE IS GREATER IF THE
VALUE OF THAT UNDERLYING IS VOLATILE.
• 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
Interest Rate.
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 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).
PS-7 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
• 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 values of the Underlyings. 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 Underlyings
• JPMORGAN CHASE & CO. IS CURRENTLY ONE OF THE COMPANIES THAT MAKE UP THE INDEX,
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 Index.
• NO AFFILIATION WITH THE REFERENCE STOCK ISSUER —
We have not independently verified any of the information about the Reference Stock issuer contained in this pricing supplement.
You should undertake your own investigation into the Reference Stock and its issuer. We are not responsible for the Reference
Stock issuer’s public disclosure of information, whether contained in SEC filings or otherwise.
• RISKS ASSOCIATED WITH NON-U.S. COMPANIES WITH RESPECT TO THE REFERENCE STOCK —
The Reference Stock has been issued by a non-U.S. company. 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.
•
CURRENCY EXCHANGE RATE RISK WITH RESPECT TO THE REFERENCE STOCK —
Because the ADRs of Novo Nordisk A/S are quoted and traded in U.S. dollars on the New York Stock Exchange and the B shares
of Novo Nordisk A/S are quoted and traded in Danish kroner on Nasdaq Copenhagen, fluctuations in the exchange rate between
the Danish krone and the U.S. dollar will likely affect the relative value of the ADRs and the B shares of Novo Nordisk A/S in the
two currencies and, as a result, will likely affect the market price of the ADRs of Novo Nordisk A/S trading on the New York Stock
Exchange. These trading differences and currency exchange rates may affect the market value of the notes and whether the
closing value of the Reference Stock on any relevant day will fall below the Trigger Value. The Danish krone has been subject to
fluctuations against the U.S. dollar in the past and may be subject to significant fluctuations in the future. Previous fluctuations or
periods of relative stability in the exchange rate between the Danish krone and the U.S. dollar are not necessarily indicative of
fluctuations or periods of relative stability in that rate that may occur over the term of the notes. The exchange rate between the
Danish krone and the U.S. dollar is the result of the supply of, and the demand for, those currencies. Changes in the exchange
rate results over time from the interaction of many factors directly or indirectly affecting economic and political conditions in
Denmark and the United States, including economic and political developments in other countries. Of particular importance are
rates of inflation, interest rate levels, the balance of payments, any political, civil or military unrest and the extent of governmental
surpluses or deficits in Denmark and the United States, all of which are in turn sensitive to the monetary, fiscal and trade policies
pursued by Denmark and the United States and other jurisdictions important to international trade and finance.
PS-8 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
• THERE ARE IMPORTANT DIFFERENCES BETWEEN THE RIGHTS OF HOLDERS OF THE ADRs OF NOVO NORDISK A/S
AND THE RIGHTS OF HOLDERS OF THE B SHARES OF NOVO NORDISK A/S —
There are important differences between the rights of holders of the ADRs of Novo Nordisk A/S and the rights of holders of the B
shares of Novo Nordisk A/S, which we refer to as the underlying stock. For example, the issuer of the underlying stock may make
distributions in respect of the underlying stock that are not passed on to the holders of the ADRs of Novo Nordisk A/S. Any such
differences between the rights of holders of the underlying stock may be significant and may materially and adversely affect the
value of the ADRs of Novo Nordisk A/S and, as a result, the notes.
• THE ANTI-DILUTION PROTECTION FOR THE REFERENCE STOCK IS LIMITED AND MAY BE DISCRETIONARY —
The calculation agent will not make an adjustment in response to all events that could affect the Reference Stock. The calculation
agent may make adjustments in response to events that are not described in the accompanying product supplement to account for
any diluting or concentrative effect, but the calculation agent is under no obligation to do so or to consider your interests as a
holder of the notes in making these determinations.
PS-9 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
The Underlyings
The Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For
additional information about the Index, see “Equity Index Descriptions — The S&P U.S. Indices” in the accompanying underlying
supplement.
All information contained herein on the Reference Stock and on Novo Nordisk A/S is derived from publicly available sources, without
independent verification. According to its publicly available filings with the SEC, Novo Nordisk A/S, a Danish company, is engaged in
the discovery, development, manufacturing and marketing of pharmaceutical products. The ADRs, each representing one B share,
nominal value DKK 0.10 each, of Novo Nordisk A/S (Bloomberg ticker: NVO), are registered under the Securities Exchange Act of
1934, as amended, which we refer to as the Exchange Act, and are listed on the New York Stock Exchange, which we refer to as the
relevant exchange for purposes of Novo Nordisk A/S in the accompanying product supplement. Information provided to or filed with the
SEC by Novo Nordisk A/S pursuant to the Exchange Act can be located by reference to the SEC file number 333-82318, and can be
accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or
complete.
Historical Information
The following graphs set forth the historical performance of each Underlying based on the weekly historical closing values from January
3, 2020 through August 1, 2025. The closing value of the Index on August 1, 2025 was 6,238.01. The closing value of the Reference
Stock on August 1, 2025 was $48.19. We obtained the closing values above and below from the Bloomberg Professional® service
(“Bloomberg”), without independent verification. The closing values of the Reference Stock above and below may have been adjusted
by Bloomberg for corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and
bankruptcy.
The historical closing values of each Underlying should not be taken as an indication of future performance, and no assurance can be
given as to the closing value of either Underlying on any Review Date. There can be no assurance that the performance of the
Underlyings will result in the return of any of your principal amount.
PS-10 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
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 comprising: (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
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 5.29% 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, we expect that Section 871(m) will
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
PS-11 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
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. If necessary, further information regarding the potential application
of Section 871(m) will be provided in the pricing supplement for the notes. 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
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 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 — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The
Estimated Value of the Notes Will Be Lower Than the Original Issue Price (Price to Public) of the Notes” 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
PS-12 | Structured Investments
Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500®
Index and the American Depositary Receipts of Novo Nordisk A/S
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 Underlyings” 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.
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.