摩根大通美股招股说明书(2026-01-15版)

Callable Contingent Interest Notes Linked to the Least Performing of the Nasdaq-100 Index®500®Index due December 19, 2030 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 for whichthe closing level of each of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®the Indices, is greater than or equal to 60.00% of its Initial Value, which we refer to as an Interest Barrier. ●The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (other thanthe first through eleventh and final Interest Payment Dates). ●The earliest date on which the notes may be redeemed early is January 22, 2027.●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 Review Dates.●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 to as 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 risk 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-11 ofthe 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 disapproved ofthe 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 (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 receivesfrom us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $28.50 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 $948.10 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 supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Early Redemption: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. We, at our election, may redeem the notes early, in whole butnot in part, on any of the Interest Payment Dates (other thanthe first through eleventh and final Interest Payment Dates) ata price, for each $1,000 principal amount note, equal to (a)$1,000plus(b)the Contingent Interest Payment,if any,applicable to the immediately preceding Review Date. If weintend to redeem your notes early, we will deliver notice to Guarantor:JPMorgan Chase & Co. Indices:The Nasdaq-100 Index®the Russell 2000®Index (Bloomberg ticker: RTY) and theS&P 500®Index (Bloomberg ticker: SPX) (each an “Index”and collectively, the “Indices”) Contingent Interest Payments: If the notes have not been previously redeemed early and theclosing level of each Index on any Review Date is greaterthan or equal to its Interest Barrier, you will receive on theapplicable Interest Payment Date for each $1,000 principalamount note a Contingent Interest Payment equal to at least$5.1667 (equivalent to a Contingent Interest Rate of at least Payment at Maturity: If the notes have not been redeemed early and the FinalValue of each Index is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each$1,000 principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment, if any, applicable to the final If the closing level of any Index on any Review Date is lessthan its Interest Barrier, no Contingent Interest Payment willbe made with respect to that Review Date. If the notes have not been redeemed early and the FinalValueof any Index is less than its Trigger Value,yourpayment at maturity per $1,000 principal amount note will be Contingent Interest