摩根大通美股招股说明书(2026-01-09版)

JPMorgan Chase Financial Company LLC Structured Investments Buffered Digital Notes Linked to the Lesser Performing of the Russell 2000®S&P 500®Index due April 19, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. the lesser performing of the Russell 2000®Index and the S&P 500®Index, which we refer to as the Indices,is greater than or equal to its Initial Value or is less than its Initial Value by up to 15.00%. ●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked 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 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 accompanying (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 $21.75 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 $975.10 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 $900.00 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 twohypothetical Indices. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results ●an Initial Value for the Lesser Performing Index of 100.00;●a Contingent Digital Return of 8.95%; and The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and maynot represent a likely actual Initial Value of either Index. The actual Initial Value of each Index will be the closing level of that 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 sub-set of Lesser Performing IndexReturns detailed in the table above (-40% to 40%). There can be no assurance that the performance of the Lesser Performing How the Notes Work Upside Scenario: If the Final Value of each Index is greater than or equal to its Initial Value or is less than its Initial Value by up to the BufferAmount of 15.00%, investors will receive at maturity the $1,000 principal amountplusa fixed return equal to the Contingent ●Assuming a hypothetical Contingent Digital Return of 8.95%, if the closing level of the Lesser Performing Index increases5.00%, investors will receive at maturity a 8.95% return, or $1,089.50 per $1,000 principal amount note. ●Assuming a hypothetical Contingent Digital Return of 8.95%, if the closing level of the Lesser Performing Index increases50.00%, investors will receive at maturity a 8.95% return, or $1,089.50 per $1,000 principal amount note. ●Assuming a hypothetical Contingent Digital Return of 8.95%, if the closing level of the Lesser Performing Index decreases10.00%, investors will receive at maturity a 8.95% return, or $1,089.50 per $1,000 principal amount note. Downside Scenario: If the Final Value of either Index is less than its Initial Value by more than the Buffer Amount of 15.00%, investors will lose 1% ofthe principal amount of their notes for every 1% that the Final Value of the Lesser Performing Index is less than its Initial Value by ●For example, if the closing level of the Lesser Performing Index declines 60.00%, investors will lose 45.00% of their principalamount and receive only $550.00 per $1,000 principal amount note at maturity, calculated as follows: $1,000 + [$1,000 × (-60.00% + 15.00%)] = $550.00 The hypothetical returns and