[424B2] Inverse VIX Short-Term Futures ETNs due March 22, 2045 Prospectus Supplement

Rhea-AI Filing Summary

Deutsche Bank AG is issuing $5.552 million of 5.25% Fixed-Rate Callable Senior Debt Funding Notes due 16 July 2035 under its shelf registration (File No. 333-278331). The notes are senior preferred, unsecured and unsubordinated, rank ahead of the bank’s senior non-preferred debt and are intended to count as eligible liabilities for the EU Minimum Requirement for Own Funds and Eligible Liabilities (MREL).

Key economic terms

• Coupon: 5.25% per annum, paid annually on 16 July, first payment 16 July 2026 (30/360 convention).
• Issue/Settlement: Priced 14 Jul 2025, settles 16 Jul 2025 at 100%.
• Callable: Bank may redeem in whole at par on any 16 Jan / 16 Jul from 16 Jul 2029 to 16 Jan 2035 with ≥5 business-day notice, subject to regulatory approval.
• Denominations: $1,000 and integral multiples.
• CUSIP/ISIN: 25161FNT1 / US25161FNT11; not listed.
• Underwriter: Deutsche Bank Securities Inc. (affiliate); max 1.65% selling concession.
• Net proceeds to issuer: $5.483 million; use for general corporate purposes.

Risk highlights

• Bail-in / Resolution risk: Notes may be written down to zero or converted to equity at the discretion of the Single Resolution Board under BRRD/SRM rules.
• Credit risk: Payments depend on Deutsche Bank’s ability to pay; downgrades could pressure secondary pricing.
• Limited events of default: Only German insolvency filing accelerates the notes; resolution action is not an event of default.
• Call risk: Reinvestment uncertainty if redeemed early when market yields are lower.
• Liquidity: No exchange listing; secondary trading expected to rely on the issuer’s affiliates.

These structural features provide Deutsche Bank with funding that can absorb losses in resolution, while investors receive an above-market fixed coupon but face potential bail-in, early redemption and limited enforcement remedies.

Positive

• 5.25% fixed coupon provides attractive carry relative to comparable senior-preferred euro-bank paper of similar tenor.
• Notes rank ahead of senior non-preferred debt, offering a marginally higher recovery hierarchy within Deutsche Bank’s capital structure.
• Issuance modestly strengthens Deutsche Bank’s MREL buffer, supporting regulatory compliance.

Negative

• Bail-in/Resolution risk: principal and interest can be written down to zero or converted to equity without triggering default.
• Callable from 2029; early redemption limits upside and introduces reinvestment risk for investors.
• Limited events of default—only German insolvency accelerates payment, reducing enforcement protections.
• No exchange listing and reliance on dealer-run market may result in poor secondary liquidity and wider spreads.
• Credit exposure to Deutsche Bank; any downgrade or spread widening can materially reduce note valuations.

Insights

Fixed-Income Strategist

TL;DR: Small senior-preferred issuance offers 5.25% coupon but exposes investors to bail-in, call and liquidity risks; limited impact on Deutsche Bank.

The $5.6 million size is immaterial to Deutsche Bank’s balance sheet and capital ratios, hence market impact is negligible. For bondholders, the 5.25% annual coupon looks competitive for a BBB+/Baa2 senior-preferred profile with 10-year maturity, but optional redemption from 2029 caps duration benefits. Because the notes qualify as MREL, supervisors may impose bail-in ahead of senior-secured and deposit liabilities, meaning principal could be written off or converted to equity without triggering default. Absence of cross-default and acceleration further weakens creditor position. Lack of listing and reliance on DBSI for secondary liquidity can widen bid-ask spreads. Overall, reward is largely carry; risk skew remains to the downside if Deutsche Bank credit spreads widen or if regulators intervene.

Bank Regulatory Risk Analyst

TL;DR: Instrument enhances DB’s MREL stack; investors assume explicit bail-in and resolution consents—high loss-given-default exposure.

By issuing senior-preferred paper, Deutsche Bank deepens its eligible liabilities cushion in line with SRB requirements, a modestly positive step for its resolvability profile. Investors, however, contractually accept resolution measures: write-down to zero, conversion, transfer or terms variation—none constitutes default. The note’s structural subordination to covered deposits but priority over senior non-preferred debt narrows recovery prospects in insolvency. Given limited issuance size, the deal’s systemic relevance is minimal, but it illustrates the ongoing shift toward loss-absorbing debt across European banks. From a regulatory standpoint, successful placement (even at small size) signals investor appetite for senior-preferred risk at mid-5% yields.

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 Notes in any jurisdiction where the offer or sale is not permitted.

 	Subject to completion dated July 15, 2025	 
PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 333-270004 and 333-270004-01 Dated July , 2025

JPMorgan Chase Financial Company LLC Trigger Callable Yield Notes

Linked to the lesser performing of the Nasdaq-100 Index^® and the Russell 2000^® Index due on or about October 21, 2026

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

Investment Description

Trigger Callable Yield Notes are unsecured and unsubordinated debt securities issued by JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. (each, a “Note” and collectively, the “Notes”), linked to the lesser performing of the Nasdaq-100 Index^® and the Russell 2000^® Index (each, an “Underlying” and together, the “Underlyings”). On each monthly Coupon Payment Date, JPMorgan Financial will make a Coupon payment based on the Coupon Rate, regardless of the performance of either Underlying, unless the Notes have been previously called. JPMorgan Financial may, at its election, call the Notes early on any monthly Optional Call Notice Date (after an initial three-month non-call period), regardless of the closing level of either Underlying on that Optional Call Notice Date. If JPMorgan Financial elects to call the Notes, JPMorgan Financial will pay the principal amount plus the Coupon for that Optional Call Notice Date, and no further amounts will be owed to you. If JPMorgan Financial does not elect to call the Notes prior to maturity and the Final Value of each Underlying is equal to or greater than its Downside Threshold, JPMorgan Financial will make a cash payment at maturity equal to the principal amount of your Notes, in addition to paying the final Coupon. However, if the Notes are not called prior to maturity and the Final Value of either Underlying is less than its Downside Threshold, JPMorgan Financial will, in addition to paying the final Coupon, pay you less than the full principal amount, if anything, at maturity, resulting in a loss of your principal amount that is proportionate to the decline in the closing level of the Underlying with the lower Underlying Return (the “Lesser Performing Underlying”) from its Initial Value to its Final Value.  Investing in the Notes involves significant risks. You may lose a significant portion or all of your principal amount at maturity.  You will be exposed to the market risk of each Underlying and any decline in the level of one Underlying may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying. Generally, a higher Coupon Rate is associated with a greater risk of loss. The contingent repayment of principal applies only if you hold the Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial, as issuer of the Notes, and the creditworthiness of JPMorgan Chase & Co., as guarantor of the Notes. If JPMorgan Financial and JPMorgan Chase & Co. were to default on their payment obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment.

 

Features

q Issuer Callable: JPMorgan Financial may, at its election and upon written notice to The Depository Trust Company (“DTC”), call the Notes on any monthly Optional Call Notice Date (after an initial three-month non-call period), regardless of the closing level of either Underlying on that Optional Call Notice Date, and pay you the principal amount plus a Coupon. No further payments will be made on the Notes.

q Income: Regardless of the performance of either Underlying, JPMorgan Financial will pay you a monthly Coupon unless the Notes have been previously called. In exchange for the opportunity to receive the monthly Coupon payments, you are accepting the risk of losing a significant portion or all of your principal amount and the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments, including Coupon payments, under the Notes.

q Downside Exposure with Contingent Repayment of Principal Amount at Maturity: If by maturity the Notes have not been called and each Underlying closes at or above its Downside Threshold on the Final Valuation Date, JPMorgan Financial will pay you the principal amount per Note at maturity, in addition to paying the final Coupon. If by maturity the Notes have not been called and either Underlying closes below its Downside Threshold on the Final Valuation Date, JPMorgan Financial will, in addition to paying the final Coupon, repay less than the principal amount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the decline in the closing level of the Lesser Performing Underlying from its Initial Value to its Final Value. The contingent repayment of principal applies only if you hold the Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of JPMorgan Financial and JPMorgan Chase & Co.

Key Dates
Trade Date1	July 16, 2025
Original Issue Date (Settlement Date)1	July 21, 2025
Optional Call Notice Dates	Monthly (callable beginning October 16, 2025) (see page 5)
Final Valuation Date2	October 16, 2026
Maturity Date2	October 21, 2026

1	Expected. In the event that we make any change to the expected Trade Date and Settlement Date, the Optional Call Notice Dates, the Final Valuation Date and/or the Maturity Date will be changed so that the stated term of the Notes remains the same.
2	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

THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. JPMORGAN FINANCIAL IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LESSER PERFORMING UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 7 OF THIS PRICING SUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT, IN ANNEX A TO THE ACCOMPANYING PROSPECTUS ADDENDUM AND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-12 OF THE ACCOMPANYING PRODUCT SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES. THE NOTES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.

Note Offering

We are offering Trigger Callable Yield Notes linked to the lesser performing of the Nasdaq-100 Index^® and the Russell 2000^® Index. The Notes are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples thereof. The Coupon Rate and the Initial Value and Downside Threshold for each Underlying will be finalized on the Trade Date and provided in the pricing supplement. The actual Coupon Rate will not be less than the bottom of the range listed below, but you should be willing to invest in the Notes if the Coupon Rate were set equal to the bottom of that range.

 

Underlying	Coupon Rate	Initial Value	Downside Threshold*	CUSIP / ISIN
Nasdaq-100 Index® (Bloomberg ticker: NDX)	8.00% to 8.50% per annum	•	70% of the Initial Value	48134J312 / US48134J3124
Russell 2000® Index (Bloomberg ticker: RTY)		•	70% of the Initial Value

* Rounded to two decimal places for the Nasdaq-100 Index^® and three decimal places for the Russell 2000^® Index

See “Additional Information about JPMorgan Financial, JPMorgan Chase & Co. and the Notes” in this pricing supplement. The Notes will have the terms specified in the prospectus and the prospectus supplement, each dated April 13, 2023, the prospectus addendum dated June 3, 2024, product supplement no. UBS-1-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023 and this pricing supplement. The terms of the Notes as set forth in this pricing supplement, to the extent they differ or conflict with those set forth in the accompanying product supplement, will supersede the terms set forth in that product 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 prospectus, the accompanying prospectus supplement, the accompanying prospectus addendum, the accompanying product supplement and the accompanying underlying supplement. Any representation to the contrary is a criminal offense.

 	Price to Public(1)		Fees and Commissions(2)		Proceeds to Issuer
Offering of Notes	Total	Per Note	Total	Per Note	Total	Per Note
Notes linked to the lesser performing of the Nasdaq-100 Index® and the Russell 2000® Index	 	$10	 	$0.10	 	$9.90

 

(1)	See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the Notes.
(2)	UBS Financial Services Inc., which we refer to as UBS, will receive selling commissions from us that will not exceed $0.10 per $10 principal amount Note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement, as supplemented by “Supplemental Plan of Distribution” in this pricing supplement.

If the Notes priced today and assuming a Coupon Rate equal to the middle of the range listed above, the estimated value of the Notes would be approximately $9.797 per $10 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 $9.40 per $10 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.

 

 

 

 

 Additional Information about JPMorgan Financial, JPMorgan Chase & Co. and 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 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.

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):

t Product supplement no. UBS-1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029549/ea152816_424b2.pdf

t Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf

t Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf

t Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm

Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing supplement, the “Issuer,” “JPMorgan Financial,” “we,” “us” and “our” refer to JPMorgan Chase Financial Company LLC.

 Supplemental Terms of the Notes

For purposes of the accompanying product supplement, each of the Nasdaq-100 Index^® and the Russell 2000^® Index is an “Index.”

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.

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 Investor Suitability

The Notes may be suitable for you if, among other considerations: t     You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment. t     You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as an investment in the Lesser Performing Underlying. t     You are willing to accept the individual market risk of each Underlying and understand that any decline in the level of one Underlying will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying. t     You believe each Underlying will close at or above its Downside Threshold on the Final Valuation Date. t     You understand and accept that you will not participate in any appreciation in the level of either Underlying and that your potential return is limited to the Coupon payments. t     You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the levels of the Underlyings. t     You would be willing to invest in the Notes if the Coupon Rate were set equal to the bottom of the range indicated on the cover hereof (the actual Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement and will not be less than the bottom of the range listed on the cover). t     You are willing to forgo dividends paid on the stocks included in the Underlyings. t     You are able and willing to invest in Notes that may be called early (after an initial three-month non-call period) at JPMorgan Financial’s election and you are otherwise able and willing to hold the Notes to maturity. t     You accept that there may be little or no secondary market for the Notes and that any secondary market will depend in large part on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to trade the Notes. t     You understand and accept the risks associated with the Underlyings. t     You are willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Notes, and understand that if JPMorgan Financial and JPMorgan Chase & Co. default on their obligations, you may not receive any amounts due to you including any repayment of principal.   The Notes may not be suitable for you if, among other considerations: t     You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment. t     You cannot tolerate a loss of all or a substantial portion of your investment or are unwilling to make an investment that may have the same downside market risk as an investment in the Lesser Performing Underlying. t     You are unwilling to accept the individual market risk of each Underlying or do not understand that any decline in the level of one Underlying will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying. t     You require an investment designed to provide a full return of principal at maturity. t     You believe that either Underlying will decline during the term of the Notes and is likely to close below its Downside Threshold on the Final Valuation Date. t     You seek an investment that participates in the full appreciation in the level of either or both of the Underlyings or that has unlimited return potential. t     You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the levels of the Underlyings. t     You would not be willing to invest in the Notes if the Coupon Rate were set equal to the bottom of the range indicated on the cover hereof (the actual Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement and will not be less than the bottom of the range listed on the cover). t     You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings. t     You prefer to receive the dividends paid on the stocks included in the Underlyings. t     You are unable or unwilling to invest in Notes that may be called early (after an initial three-month non-call period) at JPMorgan Financial’s election, or you are otherwise unable or unwilling to hold the Notes to maturity or you seek an investment for which there will be an active secondary market. t     You do not understand or accept the risks associated with the Underlyings. t     You are not willing to assume the credit risks of JPMorgan Financial and JPMorgan Chase & Co. for all payments under the Notes, including any repayment of principal.

 

 

 

The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisers have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” section of this pricing supplement, the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and Annex A to the accompanying prospectus addendum for risks related to an investment in the Notes. For more information on the Underlyings, please see the sections titled “The Nasdaq-100 Index^®” and “The Russell 2000^® Index” below.

 

3

 

 

 Indicative Terms					 
Issuer		 	JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co.		 
Guarantor		 	JPMorgan Chase & Co.		 
Issue Price		 	$10 per Note		 
Underlyings		 	Nasdaq-100 Index® Russell 2000® Index		 
Principal Amount		 	$10 per Note (subject to a minimum purchase of 100 Notes or $1,000)		 
Term1		 	15 months, unless called earlier		 
Issuer Call Feature		 	JPMorgan Financial may elect to call the Notes on any Optional Call Notice Date (after an initial three-month non-call period), regardless of the closing level of either Underlying on that Optional Call Notice Date. If the Notes are called, JPMorgan Financial will pay you on the applicable Call Settlement Date a cash payment per Note equal to the principal amount plus a Coupon, and no further payments will be made on the Notes. Before JPMorgan Financial elects to call the Notes on an Optional Call Notice Date, JPMorgan Financial will deliver written notice to The Depository Trust Company (“DTC”) on or before that Optional Call Notice Date.		 
Coupon Rate		 	Expected to be between 8.00% and 8.50% per annum. The actual Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement and will not be less than 8.00% per annum.		 
					 
					 
					 
Coupon Payments		 	Expected to be between $0.0667 and $0.0708 per $10 principal amount Note. The actual Coupon payments will be based on the Coupon Rate and finalized on the Trade Date and provided in the pricing supplement.	 	 
Coupon Payment Dates2		 	The 21st calendar day of each month, beginning in August 2025 and ending in October 2026, provided that the October 2026 Coupon Payment Date will be the Maturity Date. See the “Expected Coupon Payment Dates/Call Settlement Dates (if called)” column of the table under “Optional Call Notice Dates, Final Valuation Date and Expected Coupon Payment Dates/Call Settlement Dates” for the expected Coupon Payment Dates.	 	 
Call Settlement Dates2		 	First Coupon Payment Date following the applicable Optional Call Notice Date	 	 
Payment at Maturity (per $10 Note)		 	If JPMorgan Financial does not elect to call the Notes and the Final Value of each Underlying is equal to or greater than its Downside Threshold, we will pay you a cash payment at maturity per $10 principal amount Note equal to $10 plus the final Coupon. If JPMorgan Financial does not elect to call the Notes and the Final Value of either Underlying is less than its Downside Threshold, we will, in addition to paying the final Coupon, pay you a cash payment at maturity that is less than $10 per $10 principal amount Note, equal to: $10 × (1 + Lesser Performing Underlying Return) In this scenario, you will be exposed to the decline in the level of the Lesser Performing Underlying and you will lose a significant portion or all of your principal amount at maturity in an amount proportionate to the negative Underlying Return of the Lesser Performing Underlying.	 	 
Underlying Return		 	With respect to each Underlying: (Final Value – Initial Value) Initial Value	 	 
Lesser Performing Underlying		 	The Underlying with the lower Underlying Return	 	 
Lesser Performing Underlying Return		 	The lower of the Underlying Returns of the Underlyings	 	 
Initial Value		 	With respect to each Underlying, the closing level of that Underlying on the Trade Date	 	 
Final Value		 	With respect to each Underlying, the closing level of that Underlying on the Final Valuation Date	 	 
Downside Threshold3		 	With respect to each Underlying, a percentage of the Initial Value of that Underlying, as specified on the cover of this pricing supplement	 	 

¹   See footnote 1 under “Key Dates” on the front cover.

²   See footnote 2 under “Key Dates” on the front cover.

³   Rounded to two decimal places for the Nasdaq-100 Index^® and three decimal places for the Russell 2000^® Index

 

 Investment Timeline			 
Trade Date	 	The closing level of each Underlying (Initial Value) is observed, the Downside Threshold of each Underlying is determined and the Coupon Rate is finalized.	 
	 	 	 
 	 	 	 
Monthly (callable by JPMorgan Financial at its election after an initial three-month non-call period)		If the Notes have not been called, JPMorgan Financial will pay you a Coupon on each Coupon Payment Date. JPMorgan Financial may, at its election and upon written notice to DTC, call the Notes on any Optional Call Notice Date (after an initial three-month non-call period), regardless of the closing level of either Underlying on that Optional Call Notice Date. If JPMorgan Financial elects to call the Notes, JPMorgan Financial will pay you a cash payment per Note equal to the principal amount plus a Coupon, and no further payments will be made on the Notes.	 
		 	 
 	 	 	 
Maturity Date	 	The Final Value of each Underlying is determined as of the Final Valuation Date. If JPMorgan Financial does not elect to call the Notes and the Final Value of each Underlying is equal to or greater than its Downside Threshold, at maturity JPMorgan Financial will repay the principal amount equal to $10.00 per Note plus the final Coupon. If JPMorgan Financial does not elect to call the Notes and the Final Value of either Underlying is less than its Downside Threshold, JPMorgan Financial will, in addition to paying the final Coupon, pay you a cash payment at maturity that is less than $10 per $10 principal amount Note, equal to: $10 × (1 + Lesser Performing Underlying Return) In this scenario, you will be exposed to the decline in the level of the Lesser Performing Underlying and you will lose a significant portion or all of your principal amount at maturity in an amount proportionate to the negative Underlying Return of the Lesser Performing Underlying.	 
	 		 
	 		 
	 		 
	 		 
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR PRINCIPAL AMOUNT. YOU WILL BE EXPOSED TO THE MARKET RISK OF EACH UNDERLYING AND ANY DECLINE IN THE LEVEL OF ONE UNDERLYING MAY NEGATIVELY AFFECT YOUR RETURN AND WILL NOT BE OFFSET OR MITIGATED BY A LESSER DECLINE OR ANY POTENTIAL INCREASE IN THE LEVEL OF THE OTHER UNDERLYING. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. IF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. WERE TO DEFAULT ON THEIR PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.			 
			 
			 
			 
			 
			 
			 

 

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 Optional Call Notice Dates, Final Valuation Date and Expected Coupon Payment Dates / Call Settlement Dates

 

Optional Call Notice Dates*	Final Valuation Date	Expected Coupon Payment Dates/Call Settlement Dates (if called)**
—	—	August 21, 2025
—	—	September 22, 2025
October 16, 2025	—	October 21, 2025
November 18, 2025	—	November 21, 2025
December 17, 2025	—	December 22, 2025
January 15, 2026	—	January 21, 2026
February 18, 2026	—	February 23, 2026
March 18, 2026	—	March 23, 2026
April 16, 2026	—	April 21, 2026
May 18, 2026	—	May 21, 2026
June 16, 2026	—	June 22, 2026
July 16, 2026	—	July 21, 2026
August 18, 2026	—	August 21, 2026
September 16, 2026	—	September 21, 2026
—	October 16, 2026	October 21, 2026 (the Maturity Date)

*The Notes are subject to an initial three-month non-call period and, accordingly, the first Optional Call Notice Date is October 16, 2025.

**After giving effect to expected postponement due to non-business days

The Final Valuation Date, and therefore, the Maturity Date, is 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.

Each of the other Coupon Payment Dates is subject to postponement as described under “General Terms of Notes — Postponement of a Payment Date” in the accompanying product supplement.

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What Are the Tax Consequences of the Notes?

You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product supplement no. UBS-1-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 early redemption 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.

We will determine the portion of each Interest Payment on the Notes that we will allocate to interest on the Deposit and to Put Premium, respectively, and will provide that allocation in the pricing supplement for the Notes. If the Notes had priced on July 14, 2025, we would have allocated approximately [53.76 – 57.13]% of each Interest Payment to interest on the Deposit and the remainder to Put Premium. The actual allocation that we will determine for the Notes may differ from this hypothetical allocation, and will depend upon a variety of factors, including actual market conditions and our borrowing costs for debt instruments of comparable maturities on the Pricing Date. 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 early redemption.

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 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.

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Key Risks

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in either or both of the Underlyings. These risks are explained in more detail in the “Risk Factors” sections of the accompanying prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

Risks Relating to the Notes Generally

t Your Investment in the Notes May Result in a Loss — The Notes differ from ordinary debt securities in that JPMorgan Financial will not necessarily repay the full principal amount of the Notes. If JPMorgan Financial does not elect to call the Notes and the closing level of either Underlying has declined below its Downside Threshold on the Final Valuation Date, you will be fully exposed to any depreciation of the Lesser Performing Underlying from its Initial Value to its Final Value. In this case, JPMorgan Financial will repay less than the full principal amount at maturity, resulting in a loss of principal that is proportionate to the negative Underlying Return of the Lesser Performing Underlying. Under these circumstances, you will lose 1% of your principal for every 1% that the Final Value of the Lesser Performing Underlying is less than its Initial Value and could lose your entire principal amount. As a result, your investment in the Notes may not perform as well as an investment in a security that does not have the potential for full downside exposure to either Underlying at maturity.

t Credit Risks of JPMorgan Financial and JPMorgan Chase & Co. — The Notes are unsecured and unsubordinated debt obligations of the Issuer, JPMorgan Chase Financial Company LLC, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. The Notes will rank pari passu with all of our other unsecured and unsubordinated obligations, and the related guarantee by JPMorgan Chase & Co. will rank pari passu with all of JPMorgan Chase & Co.’s other unsecured and unsubordinated obligations. The Notes and related guarantees are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any repayment of principal, depends on the ability of JPMorgan Financial and JPMorgan Chase & Co. to satisfy their obligations as they come due. As a result, the actual and perceived creditworthiness of JPMorgan Financial and JPMorgan Chase & Co. may affect the market value of the Notes and, in the event JPMorgan Financial and JPMorgan Chase & Co. were to default on their obligations, you may not receive any amounts owed to you under the terms of the Notes and you could lose your entire investment.

t As a Finance Subsidiary, JPMorgan Financial Has No Independent Operations and 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.

t Your Return on the Notes Is Limited to the Sum of the Coupon Payments and You Will Not Participate in Any Appreciation of Either Underlying — The return potential of the Notes is limited to the specified Coupon Rate, regardless of any appreciation of either Underlying, which may be significant. In addition, if JPMorgan Financial elects to call the Notes, you will not receive any Coupons or any other payments after the Call Settlement Date. Because the Notes could be called as early as the first Optional Call Notice Date (after an initial three-month non-call period), the total return on the Notes could be minimal. If JPMorgan Financial does not elect to call the Notes, you may be subject to the risk of decline in the level of each Underlying, even though you are not able to participate in any potential appreciation of either Underlying. As a result, the return on an investment in the Notes could be less than the return on a hypothetical direct investment in either Underlying. In addition, if JPMorgan Financial does not elect to call the Notes and the Final Value of either Underlying is below its Downside Threshold, you will lose a significant portion or all of your principal amount and the overall return on the Notes may be less than the amount that would be paid on a conventional debt security of JPMorgan Financial of comparable maturity.

t Because the Notes Are Linked to the Lesser Performing Underlying, You Are Exposed to a Greater Risk of Sustaining a Significant Loss on Your Investment at Maturity Than If the Notes Were Linked to a Single Underlying — The risk that you will lose a significant portion or all of your principal amount at maturity is greater if you invest in the Notes as opposed to substantially similar securities that are linked to the performance of a single Underlying. With two Underlyings, it is more likely that the closing level of either Underlying will be less than its Downside Threshold on the Final Valuation Date. Therefore, it is more likely that you will suffer a significant loss on your investment at maturity. In addition, the performance of the Underlyings may not be correlated or may be negatively correlated.

The lower the correlation between two Underlyings, the greater the potential for one of those Underlyings to close below its Downside Threshold on the Final Valuation Date. Although the correlation of the Underlyings’ performance may change over the term of the Notes, the Coupon Rate is determined, in part, based on the correlation of the Underlyings’ performance, as calculated using internal models of our affiliates at the time when the terms of the Notes are finalized. A higher Coupon Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential for a loss of principal at maturity. The correlation referenced in setting the terms of the Notes is calculated using internal models of our affiliates and is not derived from the returns of the Underlyings over the period set forth under “Correlation of the Underlyings” below. In addition, other factors and inputs other than correlation may impact how the terms of the Notes are set and the performance of the Notes.

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t You Are Exposed to the Risk of Decline in the Level of Each Underlying — Your return on the Notes and your payment at maturity, if any, is not linked to a basket consisting of the Underlyings. If JPMorgan Financial does not elect to call the Notes, your payment at maturity is contingent upon the performance of each individual Underlying such that you will be equally exposed to the risks related to each of the Underlyings. In addition, the performance of the Underlyings may not be correlated. Poor performance by either of the Underlyings over the term of the Notes may negatively affect your payment at maturity and will not be offset or mitigated by positive performance by the other Underlying. Accordingly, your investment is subject to the risk of decline in the level of each Underlying.

t Your Payment at Maturity Will Be Determined by the Lesser Performing Underlying — Because the payment at maturity will be determined based on the performance of the Lesser Performing Underlying, you will not benefit from the performance of the other Underlying. Accordingly, if JPMorgan Financial does not elect to call the Notes and the Final Value of either Underlying is less than its Downside Threshold, you will lose a significant portion or all of your principal amount at maturity, even if the Final Value of the other Underlying is greater than or equal to its Initial Value.

t The Contingent Repayment of Principal Applies Only If You Hold the Notes to Maturity — If you are able to sell your Notes in the secondary market, if any, prior to maturity, you may have to sell them at a loss relative to your initial investment even if the closing levels of both of the Underlyings are above their respective Downside Thresholds. If by maturity the Notes have not been called, either JPMorgan Financial will repay you the full principal amount per Note plus the final Coupon, or, if either Underlying closes below its Downside Threshold on the Final Valuation Date, JPMorgan Financial will, in addition to paying the final Coupon, repay less than the principal amount, if anything, at maturity, resulting in a loss on your principal amount that is proportionate to the decline in the closing level of the Lesser Performing Underlying from its Initial Value to its Final Value. This contingent repayment of principal applies only if you hold your Notes to maturity.

t A Higher Coupon Rate and/or a Lower Downside Threshold May Reflect Greater Expected Volatility of the Underlyings, Which Is Generally Associated With a Greater Risk of Loss — Volatility is a measure of the degree of variation in the levels of the Underlyings over a period of time. The greater the expected volatilities of the Underlyings at the time the terms of the Notes are set, the greater the expectation is at that time that the level of an Underlying could close below its Downside Threshold on the Final Valuation Date, resulting in the loss of a significant portion or all of your principal at maturity. In addition, the economic terms of the Notes, including the Coupon Rate and the Downside Threshold, are based, in part, on the expected volatilities of the Underlyings at the time the terms of the Notes are set, where higher expected volatilities will generally be reflected in a higher Coupon Rate than the fixed rate we would pay on conventional debt securities of the same maturity and/or on otherwise comparable securities and/or a lower Downside Threshold as compared to otherwise comparable securities. Accordingly, a higher Coupon Rate will generally be indicative of a greater risk of loss while a lower Downside Threshold does not necessarily indicate that the Notes have a greater likelihood of returning your principal at maturity. You should be willing to accept the downside market risk of each Underlying and the potential loss of a significant portion or all of your principal at maturity.

t Call and Reinvestment Risk — JPMorgan Financial may, in its sole discretion, elect to call the Notes on any Optional Call Notice Date (after an initial three-month non-call period), regardless of the closing level of either Underlying on that Optional Call Notice Date. If JPMorgan Financial elects to call your Notes early, you will no longer have the opportunity to receive any Coupons after the applicable Call Settlement Date. The first Optional Call Notice Date, and the first potential date on which JPMorgan Financial may elect to call the Notes, occurs after approximately three months and therefore you may not have the opportunity to receive any Coupons after approximately three months. In the event JPMorgan Financial elects to call the Notes, there is no guarantee that you will 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.

It is more likely that JPMorgan Financial will elect to call the Notes prior to maturity when the expected interest payable on the Notes is greater than the interest that would be payable on other instruments issued by JPMorgan Financial of comparable maturity, terms and credit rating trading in the market. The greater likelihood of JPMorgan Financial calling the Notes in that environment increases the risk that you will not be able to reinvest the proceeds from the called Notes in an equivalent investment with a similar interest rate. JPMorgan Financial is less likely to call the Notes prior to maturity when the expected interest payable on the Notes is less than the interest that would be payable on other comparable instruments issued by JPMorgan Financial. Therefore, the Notes are more likely to remain outstanding when the expected interest payable on the Notes is less than what would be payable on other comparable instruments.

t Investing in the Notes Is Not Equivalent to Investing in the Stocks Composing the Underlyings — Investing in the Notes is not equivalent to investing in the stocks included in the Underlyings. As an investor in the Notes, you will not have any ownership interest or rights in the stocks included in the Underlyings, such as voting rights, dividend payments or other distributions.

t We Cannot Control Actions by the Sponsor of Either Underlying and That Sponsor Has No Obligation to Consider Your Interests — We and our affiliates are not affiliated with the sponsor of either Underlying and have no ability to control or predict its actions, including any errors in or discontinuation of public disclosure regarding methods or policies relating to the calculation of that Underlying. The sponsor of each Underlying is not involved in this Note offering in any way and has no obligation to consider your interest as an owner of the Notes in taking any actions that might affect the market value of your Notes.

t Your Return on the Notes Will Not Reflect Dividends on the Stocks Composing the Underlyings — Your return on the Notes will not reflect the return you would realize if you actually owned the stocks included in the Underlyings and received the dividends on the stocks included in the Underlyings. This is because the calculation agent will determine whether the Notes will be called and, if the Notes are not called, will calculate the amount payable to you at maturity of the Notes by reference to the closing level of each Underlying on the Final Valuation Date, without taking into consideration the value of dividends on the stocks included in that Underlying.

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t No Assurances That the Investment View Implicit in the Notes Will Be Successful — While the Notes are structured to provide for the payment of Coupons and the return of principal at maturity if the Final Value of the Lesser Performing Underlying is at or above its Downside Threshold on the Final Valuation Date, we cannot assure you of the economic environment during the term or at maturity of your Notes.

t Lack of Liquidity — The Notes will not be listed on any securities exchange. JPMS intends to offer to purchase the Notes in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, 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.

t Tax Treatment — Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax adviser about your tax situation.

t The Final Terms and Valuation of the Notes Will Be Finalized on the Trade Date and Provided in the Pricing Supplement — The final terms of the Notes will be based on relevant market conditions when the terms of the Notes are set and will be finalized on the Trade Date and provided in the pricing supplement. In particular, each of the estimated value of the Notes and the Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement, and each may be as low as the applicable minimum set forth on the cover of this pricing supplement. Accordingly, you should consider your potential investment in the Notes based on the minimums for the estimated value of the Notes and the Coupon Rate.

Risks Relating to Conflicts of Interest

t Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes and making the assumptions used to determine the pricing of the Notes and the estimated value of the Notes when the terms of the Notes are set, which we refer to as the estimated value of the Notes. In performing these duties, our and JPMorgan Chase & Co.’s economic interests and the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes. In addition, our and JPMorgan Chase & Co.’s business activities, including hedging and trading activities, could cause our and JPMorgan Chase & Co.’s economic interests to be adverse to yours and could adversely affect any payment on the Notes and the value of 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 for additional information about these risks.

t Potentially Inconsistent Research, Opinions or Recommendations by JPMS, UBS or Their Affiliates — JPMS, UBS or their affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Notes, and that may be revised at any time. Any such research, opinions or recommendations may or may not recommend that investors buy or hold investments linked to the Underlyings and could affect the level of an Underlying, and therefore the market value of the Notes.

t Potential JPMorgan Financial Impact on the Level of an Underlying — Trading or transactions by JPMorgan Financial or its affiliates in an Underlying and/or over-the-counter options, futures or other instruments with returns linked to the performance of an Underlying may adversely affect the level of that Underlying and, therefore, the market value of the Notes.

Risks Relating to the Estimated Value and Secondary Market Prices of the Notes

t 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.

t The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates — The estimated value of the Notes is determined by reference to internal pricing models of our affiliates when the terms of the Notes are set. This estimated value of the Notes is based on market conditions and other relevant factors existing at that time and assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. 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. See “The Estimated Value of the Notes” in this pricing supplement.

t 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.

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t 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. 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. 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).

t 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 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. See the immediately following risk factor for information about additional factors that will impact any secondary market prices of the 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. See “— Risks Relating to the Notes Generally — Lack of Liquidity” above.

t Many Economic and Market Factors Will Impact the Value of the Notes — As described under “The Estimated Value of the Notes” in this pricing supplement, the Notes can be thought of as securities that combine a fixed-income debt component with one or more derivatives. As a result, the factors that influence the values of fixed-income debt and derivative instruments will also influence the terms of the Notes at issuance and their value in the secondary market. Accordingly, the secondary market price of the Notes during their term will be impacted by a number of economic and market factors, which may either offset or magnify each other, aside from the selling commissions, projected hedging profits, if any, estimated hedging costs and the levels of the Underlyings, including:

t any actual or potential change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads;

t customary bid-ask spreads for similarly sized trades;

t our internal secondary market funding rates for structured debt issuances;

t the actual and expected volatility in the levels of the Underlyings;

t the time to maturity of the Notes;

t whether the Final Value of either Underlying is expected to be less than its Downside Threshold;

t the dividend rates on the equity securities included in the Underlyings;

t the actual and expected positive or negative correlation between the Underlyings, or the actual or expected absence of any such correlation;

t interest and yield rates in the market generally; and

t a variety of other economic, financial, political, regulatory and judicial events.

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.

Risks Relating to the Underlyings

t Non-U.S. Securities Risk with Respect to the Nasdaq-100 Index^® — Some of the equity securities included in the Nasdaq-100 Index^® have been issued by non-U.S. companies. Investments in securities linked to the value of non-U.S. equity securities involve risks associated with the home countries of the issuers of those non-U.S. equity securities. The prices of non-U.S. equity securities may be adversely affected by political, economic, financial and social factors in the home countries of the issuers of the non-U.S. companies, including changes in those countries’ government, economic and fiscal policies, currency exchange laws or other laws or restrictions.

¨ An Investment in the Notes Is Subject to Risks Associated with Small Capitalization Stocks with Respect to the Russell 2000^® Index — The equity securities included in the Russell 2000^® Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatile than stock prices of large capitalization companies. Small capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. These companies tend to be less well-established than large market capitalization companies. Small capitalization companies are less likely to pay dividends on their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adverse market conditions.

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Hypothetical Examples

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

The examples below illustrate the hypothetical payments on a Coupon Payment Date, upon an issuer-elected call or at maturity under different hypothetical scenarios for a $10.00 Note on an offering of the Notes, with the assumptions set forth below.* We cannot predict the closing level of either Underlying on any day during the term of the Notes, including on the Final Valuation Date. You should not take these examples as an indication or assurance of the expected performance of the Notes. Numbers in the examples below have been rounded for ease of analysis. In these examples, we refer to the Nasdaq-100 Index^® and the Russell 2000^® Index as the “NDX Index” and the “RTY Index,” respectively.

Principal Amount:	$10.00
Term:	15 months (unless earlier called)
Hypothetical Initial Value:	100.00 for the NDX Index and 100.000 for the RTY Index
Hypothetical Coupon Rate:	8.00% per annum (or 0.667% per month)
Optional Call Notice Dates:	Monthly (callable after three months)
Hypothetical Downside Threshold:	70.00 for the NDX Index and 70.000 for the RTY Index (which, with respect to each Underlying, is 70% of the hypothetical Initial Value of that Underlying)

 

 

* Terms used for purposes of these hypothetical examples may not represent the actual Coupon Rate, Initial Values or Downside Thresholds. The actual Coupon Rate will be finalized on the Trade Date and provided in the pricing supplement. The hypothetical Initial Values of 100.00 for the NDX Index and 100.000 for the RTY Index have been chosen for illustrative purposes only and may not represent a likely actual Initial Value for either Underlying. The actual Initial Value and resulting Downside Threshold of each Underlying will be based on the closing level of that Underlying on the Trade Date. For historical data regarding the actual closing levels of the Underlyings, please see the historical information set forth under the sections titled “The Nasdaq-100^® Index” and “The Russell 2000^® Index” below.

The examples below are purely hypothetical and are not based on any specific offering of Notes linked to any specific Underlying. These examples are intended to illustrate (a) the effect of an issuer-elected call, (b) how the value of the payment at maturity on the Notes will depend on whether the Final Value of either Underlying is less than its Downside Threshold and (c) how the total return on the Notes may be less than the total return on a direct investment in either or both Underlyings in certain scenarios. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the total payments per $10.00 principal amount Note over the term of the Notes to the $10.00 initial issue price.

Example 1 — JPMorgan Financial Elects to Call the Notes on the First Optional Call Notice Date

Date	 	 	Payment (per Note)
First Optional Call Notice Date			Issuer elects to call the Notes.  Issuer repays principal plus pays Coupon of $0.0667 on Call Settlement Date.

  Total Payments (per $10.00 Note):	 	  Payment on Call Settlement Date:	  $10.0667 ($10.00 + $0.0667)
 	 	Prior Coupons:	$0.1334
 	 	Total:	$10.2001
 	 	Total Return:	2.001%

On the first Optional Call Notice Date (which is approximately three months after the Trade Date and is the first date on which the Notes are callable), JPMorgan Financial elects to call the Notes. JPMorgan Financial will pay you on the Call Settlement Date $10.0667 per $10.00 principal amount Note, which is equal to your principal amount plus the Coupon due on the Coupon Payment Date that is also the Call Settlement Date. No further amounts will be owed to you under the Notes.

In addition, JPMorgan Financial will also pay the Coupon of $0.0667 on each of the first and second Coupon Payment Dates. Accordingly, JPMorgan Financial will have paid a total of $10.2001 per $10.00 principal amount Note, for a 2.001% total return over the shortened term of the Notes.

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Example 2 — Notes Are NOT Called and the Final Value of Each Underlying Is Above Its Downside Threshold

Date	 	Closing Level	 	Payment (per Note)
Each Optional Call Notice Date	 	N/A	 	Notes NOT called at the election of the Issuer. Issuer pays Coupon of $0.0667 on each of the first to fourteenth Coupon Payment Dates.  
Final Valuation Date	 	NDX Index: 80.00	 	Notes NOT callable.  Final Value of each Underlying above its Downside Threshold; Issuer repays principal plus pays Coupon of $0.0667 on Maturity Date.
	 	RTY Index: 75.000	 

  Total Payments (per $10.00 Note):	 	  Payment at Maturity:	$10.0667 ($10.00 + $0.0667)
 	 	Prior Coupons:	$0.9338 ($0.0667 × 14)
 	 	Total:	$11.0005
 	 	Total Return:	10.005%

In this example, the Issuer does not elect to call the Notes and the Notes remain outstanding until maturity. Because the Final Value of each Underlying is greater than or equal to its Downside Threshold, JPMorgan Financial will pay you on the Maturity Date $10.0667 per $10.00 principal amount Note, which is equal to your principal amount plus the final Coupon.

In addition, JPMorgan Financial will also pay the Coupon of $0.0667 on each of the first to fourteenth Coupon Payment Dates. Accordingly, JPMorgan Financial will have paid a total of $11.0005 per $10.00 principal amount Note, for a 10.005% total return over the term of the Notes.

Example 3 — Notes Are NOT Called and the Final Value of Either Underlying Is Below Its Downside Threshold

Date	 	Closing Level	 	Payment (per Note)
Each Optional Call Notice Date	 	N/A	 	Notes NOT called at the election of the Issuer. Issuer pays Coupon of $0.0667 on each of the first to fourteenth Coupon Payment Dates.  
Final Valuation Date	 	NDX Index: 40.00	 	Notes NOT callable.  Final Value of NDX Index below its Downside Threshold; Issuer pays Coupon on Maturity Date, and Issuer will repay less than the principal amount resulting in a loss proportionate to the decline of the Lesser Performing Underlying.
		RTY Index: 80.000

  Total Payments (per $10.00 Note):	 	  Payment at Maturity:	$4.0667 ($4.00 + $0.0667)
 	 	Prior Coupons:	$0.9338 ($0.0667 × 14)
 	 	Total:	$5.0005
 	 	Total Return:	-49.995%

In this example, the Issuer does not elect to call the Notes and the Notes remain outstanding until maturity. Because the Final Value of one Underlying is less than its Downside Threshold on the Final Valuation Date and the Lesser Performing Underlying Return is -60%, at maturity, JPMorgan Financial will pay you $4.0667 per $10.00 principal amount Note, calculated as follows:

$10.00 × (1 + Lesser Performing Underlying Return) + final Coupon

Step 1: Determine the Underlying Return of each Underlying:

Underlying Return of the NDX Index:

(Final Value – Initial Value)	=	40.00 – 100.00	= -60.00%
Initial Value		100.00

Underlying Return of the RTY Index:

(Final Value – Initial Value)	=	80.000 – 100.000	= -20.00%
Initial Value		100.000

Step 2: Determine the Lesser Performing Underlying. The NDX Index is the Underlying with the lower Underlying Return.

Step 3: Calculate the Payment at Maturity:

$10.00 × (1 + Lesser Performing Underlying Return) + final Coupon = $10.00 × (1 + -60.00%) + $0.0667 = $4.0667

In addition, JPMorgan Financial will also pay the Coupon of $0.0667 on each of the first to fourteenth Coupon Payment Dates. Accordingly, JPMorgan Financial will have paid a total of $5.0005 per $10.00 principal amount Note, for a -49.995% total return over the term of the Notes.

The hypothetical returns and hypothetical payments on the Notes shown above apply only if you hold the Notes for their entire term or until called. These hypotheticals do not reflect 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.

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 The Underlyings

Included on the following pages is a brief description of the Underlyings. This information has been obtained from publicly available sources, without independent verification. We obtained the closing levels information set forth below from the Bloomberg Professional^® service (“Bloomberg”), without independent verification. You should not take the historical levels of either Underlying as an indication of future performance.

 The Nasdaq-100 Index^®

The Nasdaq-100 Index^® is a modified market capitalization-weighted index of 100 of the largest non-financial securities listed on The Nasdaq Stock Market based on market capitalization. For additional information about the Nasdaq-100 Index^®, see “Equity Index Descriptions — The Nasdaq-100 Index^®” in the accompanying underlying supplement.

Historical Information Regarding the Nasdaq-100 Index^®

The graph below illustrates the daily performance of the Nasdaq-100 Index^® from January 2, 2015 through July 14, 2025, based on information from Bloomberg, without independent verification. The closing level of the Nasdaq-100 Index^® on July 14, 2025 was 22,855.63. The actual Initial Value of the Nasdaq-100 Index^® will be the closing level of the Nasdaq-100 Index^® on the Trade Date. We obtained the closing levels of the Nasdaq-100 Index^® above and below from Bloomberg, without independent verification.

The dotted line represents a hypothetical Downside Threshold of 15,998.94, equal to 70% of the closing level of the Nasdaq-100 Index^® on July 14, 2025. The actual Downside Threshold will be based on the closing level of the Nasdaq-100 Index^® on the Trade Date (the Initial Value) and will equal 70% of the Initial Value of the Nasdaq-100 Index^®.

Past performance of the Nasdaq-100 Index^® is not indicative of the future performance of the Nasdaq-100 Index^®.

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The Russell 2000^® Index

The Russell 2000^® Index consists of the middle 2,000 companies included in the Russell 3000E™ Index and, as a result of the index calculation methodology, consists of the smallest 2,000 companies included in the Russell 3000^® Index. The Russell 2000^® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. For additional information about the Russell 2000^® Index, see “Equity Index Descriptions — The Russell Indices” in the accompanying underlying supplement.

Historical Information Regarding the Russell 2000^® Index

The graph below illustrates the daily performance of the Russell 2000^® Index from January 2, 2015 through July 14, 2025, based on information from Bloomberg, without independent verification. The closing level of the Russell 2000^® Index on July 14, 2025 was 2,249.729. The actual Initial Value of the Russell 2000^® Index will be the closing level of the Russell 2000^® Index on the Trade Date. We obtained the closing levels of the Russell 2000^® Index above and below from Bloomberg, without independent verification.

The dotted line represents a hypothetical Downside Threshold of 1,574.810, equal to 70% of the closing level of the Russell 2000^® Index on July 14, 2025. The actual Downside Threshold will be based on the closing level of the Russell 2000^® Index on the Trade Date (the Initial Value) and will equal 70% of the Initial Value of the Russell 2000^® Index.

Past performance of the Russell 2000^® Index is not indicative of the future performance of the Russell 2000^® Index.

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Correlation of the Underlyings

The graph below illustrates the daily performance of the Nasdaq-100 Index^® and the Russell 2000^® Index from January 2, 2015 through July 14, 2025. For comparison purposes, each Underlying has been normalized to have a closing level of 100.00 on January 2, 2015 by dividing the closing level of that Underlying on each day by the closing level of that Underlying on January 2, 2015 and multiplying by 100.00. We obtained the closing levels used to determine the normalized closing levels set forth below from Bloomberg, without independent verification.

Past performance of the Underlyings is not indicative of the future performance of the Underlyings.

 

The correlation of a pair of Underlyings represents a statistical measurement of the degree to which the returns of those Underlyings were similar to each other over a given period in terms of timing and direction.  The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive correlation (i.e., the value of both Underlyings are increasing together or decreasing together and the ratio of their returns has been constant), 0 indicating no correlation (i.e., there is no statistical relationship between the returns of that pair of Underlyings) and -1.0 indicating perfect negative correlation (i.e., as the value of one Underlying increases, the value of the other Underlying decreases and the ratio of their returns has been constant).

The closer the relationship of the returns of a pair of Underlyings over a given period, the more positively correlated those Underlyings are.  The graph above illustrates the historical performance of each Underlying relative to each other over the time period shown and provides an indication of how close the relative performance of each Underlying has historically been to the other Underlying.

The lower (or more negative) the correlation between the Underlyings, the less likely it is that the Underlyings will move in the same direction and, therefore, the greater the potential for one of the Underlyings to close below its Downside Threshold on the Final Valuation Date.  This is because the less positively correlated the Underlyings are, the greater the likelihood that at least one of the Underlyings will decrease in value.  However, even if the Underlyings have a higher positive correlation, one or both of the Underlyings might close below its Downside Threshold on the Final Valuation Date, as both of the Underlyings may decrease in value together.

Although the correlation of the Underlyings’ performance may change over the term of the Notes, the Coupon Rate is determined, in part, based on the correlation of the Underlyings’ performance calculated using internal models of our affiliates at the time when the terms of the Notes are finalized.  A higher Coupon Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential for a loss of principal at maturity.  The correlation referenced in setting the terms of the Notes is calculated using internal models of our affiliates and is not derived from the returns of the Underlyings over the period set forth above.  In addition, other factors and inputs other than correlation may impact how the terms of the Notes are set and the performance of the Notes.

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 Supplemental Plan of Distribution

We and JPMorgan Chase & Co. have agreed to indemnify UBS and JPMS against liabilities under the Securities Act of 1933, as amended, or to contribute to payments that UBS may be required to make relating to these liabilities as described in the prospectus supplement and the prospectus. We will agree that UBS may sell all or a part of the Notes that it purchases from us to the public or its affiliates at the price to public indicated on the cover hereof.

Subject to regulatory constraints, JPMS intends to offer to purchase the Notes in the secondary market, but it is not required to do so.

We or our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notes, and JPMS and/or an affiliate may earn additional income as a result of payments pursuant to the swap or related hedge transactions. See “Supplemental Use of Proceeds” in this pricing supplement and “Use of Proceeds and Hedging” in the accompanying product supplement.

 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 values 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 “Key Risks — 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. See “Key Risks — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Estimated Value of the Notes Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates” in this pricing supplement.

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 UBS, 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. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the Notes. See “Key Risks — 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 “Key Risks — 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 this pricing 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 that is intended to be up to four months. The length of any such initial period reflects secondary market volumes for the Notes, 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 “Key Risks — 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 “Hypothetical 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 UBS, 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.

16

FAQ

What coupon rate do Deutsche Bank (DB) 5.25% Senior Preferred Notes pay?

The notes pay 5.25% per annum, with interest paid annually each 16 July until maturity or earlier redemption.

When can Deutsche Bank redeem the 5.25% Senior Debt Funding Notes?

DB may redeem the notes in whole at par on any 16 January or 16 July from 16 July 2029 through 16 January 2035, subject to 5 business-day notice and regulatory approval.

Do the DB 2035 notes have bail-in risk?

Yes. Under EU resolution laws the notes may be written down or converted to equity if the Single Resolution Board imposes a Resolution Measure, potentially causing total loss.

Will the Deutsche Bank 5.25% notes be listed on an exchange?

No. The notes are not expected to be listed; secondary trading will rely on Deutsche Bank Securities or other dealers acting as market makers.

What is the minimum investment size for the DB 5.25% Senior Preferred Notes?

Minimum denomination is $1,000 principal amount, with purchases in integral multiples thereof.

How much will Deutsche Bank receive from this issuance?

After maximum underwriting discounts, the bank expects $5,483,142 in net proceeds, earmarked for general corporate purposes.