摩根大通美股招股说明书(2025-12-22版)

Structured Investments Auto Callable Contingent Interest Notes Linked to the MerQubeUS Tech+ Vol Advantage Index due January 30, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date for whichthe closing level of the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index, is greater than or equal to75.00% of the Initial Value, which we refer to as the Interest Barrier.●If the closing level of the Index is greater than or equal to the Interest Barrier on any Review Date, investors will receive, inaddition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid Contingent InterestPayments for prior Review Dates.●The notes will be automatically called if the closing level of the Index on any Review Date (other than the first througheleventh and final Review Dates) is greater than or equal to the Initial Value.●The earliest date on which an automatic call may be initiated is January 27, 2027.●Investors should be willing to accept the risk of losing up to 85.00% of their principal and the risk that no Contingent InterestPayment may be made with respect to some or all Review Dates.●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receiveContingent Interest Payments. ●The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM, Series 1 (the “QQQ Fund”) is subject to a notional financing cost.These deductions will offset any appreciation of thecomponents of the Index, will heighten any depreciation of those components and will generally be a drag on theperformance of the Index.The Index will trail the performance of an identical index without such deductions.See“Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will Include a ●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Anypayment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk ●The notes are expected to price on or about January 27, 2026 and are expected to settle on or about January 30, 2026.●CUSIP:48136MB63 Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanyingprospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11 ofthe accompanying product supplement, “Risk Factors” beginning on page US-4 of the accompanying underlying Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe 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 (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 receivesfrom us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $41.50 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 $909.70 per $1,000 principal amountnote. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agencyand are not obligations of, or guaranteed by, a bank. Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing level of the Index on any Review Date (otherthan the first through eleventh and final Review Dates) isgreater than or equal to the Initial Value, the notes will beautomatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment applicable to that Review Dateplus(c) any previously unpaid Contingent Interest Payments Guarantor:JPMorgan Chase & Co. Index:The MerQube US Tech+ Vol Advantage Index(Bloomberg ticker: MQUSTVA).The level of the Indexreflects a deduction of 6.0% per annum that accrues daily, Contingent Interest Payments: If the notes h