摩根大通美股招股说明书(2026-01-02版)

Capped Buffered Equity Notes Linked to theNasdaq-100 Index®due February 4, 2027 Fully 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.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about December 31, 2025 (the “Pricing Date”) and are expected tosettle on or about January 6, 2026.The Strike Value has been determined by reference to the closinglevel of the Index on December 30, 2025 and not by reference to the closing level of the Index on thePricing Date.●CUSIP:48136MXY8 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 ofthis pricing supplement. 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. Anyrepresentation to the contrary is a criminal 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 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 principal amount 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 theNotes” 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 governmentalagency and are not obligations of, or guaranteed by, a bank. Key Terms Payment at Maturity:If the Final Value is greater than theStrike Value, your payment at maturity per $1,000 principalamount note will be calculated as follows: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. $1,000 + ($1,000 × Index Return × Upside Leverage Factor),subject to the Maximum Return Maximum Return:At least 13.55% (corresponding to amaximum payment at maturity of at least $1,135.50 per$1,000 principal amount note) (to be provided in the pricingsupplement) If the Final Value is equal to the Strike Value or is less thanthe Strike Value by up to the Buffer Amount, you will receivethe principal amount of your notes at maturity. If the Final Value is less than the Strike Value by more thanthe Buffer Amount, your payment at maturity per $1,000principal amount note will be calculated as follows: Upside Leverage Factor:1.00 Buffer Amount:15.00% Strike Date:December 30, 2025 $1,000 + [$1,000 × (Index Return + Buffer Amount)] Pricing Date:On or about December 31, 2025 If the Final Value is less than the Strike Value by more thanthe Buffer Amount, you will lose some or most of yourprincipal amount at maturity. Original Issue Date (Settlement Date):On or aboutJanuary 6, 2026 Observation Date*:February 1, 2027 Index Return: Maturity Date*:February 4, 2027 * Subject to postponement in the event of a marketdisruption event and as described under “General Terms ofNotes — Postponement of a Determination Date — NotesLinked to a Single Underlying — Notes Linked to a SingleUnderlying (Other Than a Commodity Index)” and “GeneralTerms of Notes — Postponement of a Payment Date” in theaccompanying product supplement Strike Value:The closing level of the Index on the StrikeDate, which was 25,462.56.The Strike Value isnottheclosing level of the Index on the Pricing Date. Final Value:The closing level of the Index on the