摩根大通美股招股说明书(2026-01-12版)

JPMorgan Chase Financial Company LLCStructured Investments Digital Barrier Notes Linked to the Lesser Performing of theSTOXX®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 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 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 pricingsupplement. 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 acriminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the (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 thispricing supplement for additional information. 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. Payment at Maturity: If the Final Value of each Index is greater than or equal to itsBarrier Amount, your payment at maturity per $1,000 principalamount note will be calculated as follows: Guarantor:JPMorgan Chase & Co. Indices:TheSTOXX®Europe 600 Index(Bloomberg ticker:SXXP) and theRussell 2000®Index(Bloomberg ticker: RTY) $1,000 + ($1,000 × Contingent Digital Return) Contingent Digital Return:At least 24.45% (to be provided inthe pricing supplement) If the Final Value of either Index is less than its Barrier Amount,your payment at maturity per $1,000 principal amount note willbe calculated as follows: Barrier Amount:With respect to each Index, 65.00% of itsInitial Value Pricing Date:On or about January 13, 2026 If the Final Value of either Index is less than its Barrier Amount,you will lose more than 35.00% of your principal amount atmaturity and could lose all of your principal amount at maturity. Original Issue Date (Settlement Date):On or about January16, 2026 Lesser Performing Index:The Index with the LesserPerforming Index Return Observation Date*:January 16, 2029 Maturity Date*:January 19, 2029 Lesser Performing Index Return:The lower of the IndexReturns of the Indices * 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 inthe event of a ch