摩根大通美股招股说明书(2026-01-12版)

STOXX®Europe 600 Index and the Russell 2000®Index dueJanuary 19, 2029 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a fixed return of at least 24.45% at maturity if the Final Value of the lesserperforming of the STOXX®Europe 600 Index and the Russell 2000®Index, which we refer to as the Indices, is greaterthan or equal to 65.00% of its Initial Value, which we refer to as a Barrier Amount.•Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all oftheir principal amount at maturity.•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 credit •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 13, 2026 and are expected to settle on or about January 16, 2026.•CUSIP:48136MH42 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-4 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 $6.50 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 $981.80 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 $950.00 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. Pricing Date:On or about January 13, 2026 Original Issue Date (Settlement Date):On or about January Observation Date*:January 16, 2029 Maturity Date*:January 19, 2029 * Subject to postponement in the event of a market disruption eventand as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings”and “General Terms of Notes — Postponement of a Payment Date”in the accompanying product supplement or early acceleration in Final Value:With respect to each Index, the closing level of Supplemental Terms of the Notes Any values of the Indices, and any values derived therefrom, included in this pricing supplement may be corrected, in the event ofmanifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstandinganything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to two hypotheticalIndices. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing •an Initial Value for the Lesser Performing Index of 100.00; •a Contingent Digital Return of 24.45%; and •a Barrier Amount for the Lesser Performing Index of 65.00 (equal to 65.00% of its hypothetical Initial Value). The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and may notrepresent a likely actual Initial Value of either Index. The actual Initial Value of each Index will be the closing level of that Index on thePricing Date and will be provided in the pricing supplement. For historical data regarding the actual closing levels of each I