摩根大通美股招股说明书(2026-01-02版)

JPMorgan Chase Financial Company LLC Capped Buffered Equity Notes Linked to the Nasdaq-100 Index®due February 4, 2027Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a return of 1.00 times any appreciation of the Nasdaq-100Index® , up to a maximum return of at least 13.55%,at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00%oftheir principal amount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed byJPMorgan Chase & Co.Any payment on the notes is subject to the credit risk of JPMorgan Financial,as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes. 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 pagePS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanyingproduct supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes.(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives fromus to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $2.50 per $1,000 principal amount note. See “Plan ofDistribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $992.60 per $1,000 principalamount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricingsupplement and will not be less than $960.00 per $1,000 principal amount note. See “The Estimated Value of the The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental Key Terms Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the eventof manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypotheticalIndex. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from ●a Strike Value of 100.00;●a Maximum Return of 13.55%;●an Upside Leverage Factor of 1.00; and The hypothetical Strike Value of 100.00 has been chosen for illustrative purposes only and does not represent the actual StrikeValue. The actual Strike Value is the closing level of the Index on the Strike Date and is specified under “Key Terms – Strike Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not bethe actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Index Returns (-40% to40%). There can be no assurance that the performance of the Index will result in the return of any of your principal amount in How the Notes Work Upside Scenario: If the Final Value is greater than the Strike Value, investors will receive at maturity the $1,000 principal amountplusa returnequal to 1.00 times the Index Return, subject to the Maximum Return of at least 13.55%. Assuming a hypothetical Maximum ●If the closing level of the Index increases 5.00%, investors will receive at maturity a return of 5.00%, or $1,050.00 per$1,000 principal amount note. ●Assuming a hypothetical Maximum Return of 13.55%, if the closing level of the Index increases 40.00%, investors willreceive at maturity a return equal to the Maximum Return of 13.55%, or $1,135.50 per $1,000 principal amount note, whichis the maximum payment at maturity. Par Scenario: If the Final Value is equal to the Strike Value or is less than the Strike Value by up to the Buffer Amount of 15.00%, investors will Downside Scenario: If the Final Value is less than the Strike Value by more than the Buffer Amount of 15.00%, investors will lose 1% of the principal ●For example, if the closi