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, Series1 (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 a6.0% per Annum Daily Deduction” and “Selected Risk Considerations — Risks Relating to the Notes Generally —The Level of the Index Will Include the Deduction of a Notional Financing Cost” in this pricing supplement.●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 riskof JPMorgan Chase & Co., as guarantor of the notes.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about January 30, 2026 and are expected to settle on or about February 4, 2026.●CUSIP: 48136MUG0 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 underlyingsupplement and “Selected Risk Considerations” beginning on page PS-5 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved 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 acriminal offense. (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 amount note. 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 pricingsupplement for additional information. 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 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 onthe applicable Call Settlement Date. No further payments willbe made on the notes. 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 theperformance of the QQQ Fund is subject to a notionalfinancing cost that accrues daily. 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 BufferAmount, you will receive the principal amount of your notesat maturity. ●first Review Da