摩根大通美股招股说明书(2025-12-30版)

Review Notes Linked to the MerQube US Tech+ VolAdvantage Index due February 4, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the closinglevel of the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index, is at or above the Call Value.●The earliest date on which an automatic call may be initiated is February 3, 2027.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 70.00% of their principalamount at maturity.●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 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 $10.00 per $1,000 principal amount note. See“Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $942.00 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 agency 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 isgreater than or equal to the Call Value, the notes will beautomatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) the CallPremium Amount applicable to that Review Date, payable on Guarantor:JPMorgan Chase & Co. Index:The MerQube US Tech+ Vol Advantage Index(Bloomberg ticker: MQUSTVA).The level of the Index reflectsa deduction of 6.0% per annum that accrues daily, and the Payment at Maturity: Call Premium Amount:The Call Premium Amount withrespect to each Review Date is set forth below: If the notes have not been automatically called and the FinalValue is less than the Initial Value by up to the Buffer first Review Date:at least 20.50% × $1,000second Review Date:at least 41.00% × $1,000third Review Date:at least 61.50% × $1,000fourth Review Date:at least 82.00% × $1,000 If the notes have not been automatically called and the FinalValue is less than the Initial Value by more than the Buffer (in each case, to be provided in the pricing supplement) $1,000 + [$1,000 × (Index Return + Buffer Amount)] Call Value:100.00% of the Initial Value If the notes have not been automatically called and the FinalValue is less than the Initial Value by more than the BufferAmount, you will lose some or most of your principal amount Buffer Amount:30.00% Pricing Date:On or about January 30, 2026 Original Issue Date (Settlement Date):On or about February4, 2026 Index Return: Review Dates*:February 3, 2027, January 31, 2028, January30, 2029, January 30, 2030 and January 30, 2031 (finalReview Date) Initial Value:The closing level of the Index on the PricingDate Call Settlement Dates*:February 8, 2027, February 3, 2028,February 2, 2029, February 4, 2030 and the Maturity Date Final Value:The closing level of the Index on the finalReview Date Maturity Date*:February 4, 2031 * Subject to postponement in the event of a market disruptionevent and as described under “Supplemental Terms of theNotes — Postponement of a Determination Date — NotesLinked Solely to an