摩根大通美股招股说明书(2026-01-13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 Review Date forwhich the closing price of one share of the Reference Stock is greater than or equal to 85.00% of the Initial Value, whichwe refer to as the Interest Barrier. •The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (otherthan the first through fifth and final Review Dates) is greater than or equal to the Initial Value. •The earliest date on which an automatic call may be initiated is July 20, 2026. •Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receiveContingent Interest Payments. •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. •Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about January 20, 2026 and are expected to settle on or about January 23, 2026.•CUSIP: 48136MP84 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-5 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,prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (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 $12.50 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 $970.00 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 Automatic Call: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the closing price of one share of the Reference Stock on anyReview Date(other than the first through fifth and final ReviewDates)is greater than or equal to the Initial Value, the notes willbe automatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) the Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Amazon.com, Inc., parvalue $0.01 per share (Bloomberg ticker: AMZN). We refer to Contingent Interest Payments:If the notes have not beenautomatically called and the closing price of one share of theReference Stock on any Review Date is greater than or equal tothe Interest Barrier, you will receive on the applicable InterestPayment Date for each $1,000 principal amount note a Payment at Maturity: If the notes have not been automatically called and the FinalValue is greater than or equal to the Buffer Threshold, you willreceive a cash payment at maturity, for each $1,000 principal If the closing price of one share of the Reference Stock on anyReview Date is less than the Interest Barrier, no Contingent If the notes have not been automatically called and the FinalValue is less than the Buffer Threshold, your payment at Contingent Interest Rate:At least 11.45% per annum, payableat a rate of at least 0.95417% per month (to be provided in the $1,000 + [$1,000 × (Stock Return + Buffer Amount)] If the notes have not been automatically called and the FinalValue is less than the Buffer Threshold, you will lose some or Interest Barrier / Buffer Threshold:85.00% of the Initial Value Buffer Amount:15.00% Pricing Date:On or about January 20, 2026 Stock Return: Original Issue Date (Settlement Date):On or about January (Final Value – Initial Value) Review Dates*:February 20, 2026, March 20, 2026, April 20,2026, May 20, 2026, June 22, 2026, July 20, 2026, Aug