摩根大通美股招股说明书(2026-01-08版)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a Contingent Interest Payment with respect to each Quarterly Monitoring Period during which, on each day, the closing level of each of the S&P 500®Index, the Russell 2000®Index and the DowJones Industrial Average®, which we refer to as the Indices, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.•The notes will be automatically called if the closing level of each Index on any Review Date (other than the first and finalReview Dates) is greater than or equal to its Initial Value. •The earliest date on which an automatic call may be initiated is July 15, 2026.•Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent InterestPayment may be made with respect to some or all Quarterly Monitoring Periods.•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive •The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas JPMorgan 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 creditrisk of JPMorgan Chase & Co., as guarantor of the notes. •Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to theperformance of each of the Indices individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about January 15, 2026 and are expected to settle on or about January 21, 2026.•CUSIP: 48136M5U7 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-11of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-7 of this pricing Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof the 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 (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the sellingcommissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $15.00per $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 $963.40 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 supplementand will not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this 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.Guarantor:JPMorgan Chase & Co. Automatic Call: If the closing level of each Index on any Review Date (otherthan the first and final Review Dates) is greater than or equal toits Initial Value, the notes will be automatically called for a cashpayment, for each $1,000 principal amount note, equal to (a)$1,000plus(b) the Contingent Interest Payment, if any,applicable to the Quarterly Monitoring Period ending on that Indices:The S&P 500®Index (Bloomberg ticker: SPX), theRussell 2000®Index (Bloomberg ticker: RTY) and the Dow Jones Industrial Average®(Bloomberg ticker: INDU) Contingent Interest Payments:If the notes have not beenautomatically called and the closing level of each Index on eachday during a Quarterly Monitoring Period is greater than orequal to its Interest Barrier, you will receive on the applicableInterest Payment Date for each $1,000 principal amount note aContingent Interest Payment equal to at least $22.50 Payment at Maturity: If the notes have not been automatically called and (i) the FinalValue of each Index is greater than or equal to its Initial Valueor (ii) a Trigger Event has not occurred, you will receive a cashpayment at maturity, for each $1,000 principal amount note,equal to (a) $1,000plus(b) the Contingent Interest Payment, if If the closing level of any Index on any day during a QuarterlyMonitoring Period is less than its Interest Barrier, no ContingentInterest Payment wi