摩根大通美股招股说明书(2026-01-16版)

Review Notes Linked to the MerQube US Large-CapVol Advantage Index due January 31, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, theclosing level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is at or above theapplicable Call Value.•The earliest date on which an automatic call may be initiated is January 29, 2027.•Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significantportion or all of their principal amount at maturity.•The Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation ofthe futures contracts included in the Index, will heighten any depreciation of those futures contracts and willgenerally be a drag on the performance of the Index. The Index will trail the performance of an identical indexwithout a deduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Levelof the Index Will Include a 6.0% per Annum Daily Deduction” in this pricing supplement.•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 28, 2026 and are expected to settle on or about January 30, 2026.•CUSIP:46660J2J0 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, “Risk Factors” beginning on page US-4 of the accompanying underlyingsupplement and“Selected Risk Considerations” beginning on page PS-5 of this pricing supplement.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of 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 $50.00 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 $887.00 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 $870.00 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. Automatic Call: If the closing level of the Index on any Review Date is greater thanor equal to the applicable Call Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amount note,equal to (a) $1,000plus(b) the Call Premium Amount applicable tothat Review Date, payable on the applicable Call Settlement Date.No further payments will be made on the notes. Guarantor:JPMorgan Chase & Co. Index:The MerQube US Large-Cap Vol Advantage Index(Bloomberg ticker: MQUSLVA). The level of the Index reflects adeduction of 6.0% per annum that accrues daily. Call Premium Amount:The Call Premium Amount with respectto each Review Date is calculated as follows: Payment at Maturity: $1,000 × Call Premium Rate × N / 252, If the notes have not been automatically called (and therefore theFinal Value is less than the Barrier Amount),your payment atmaturity per $1,000 principal amount note will be calculated asfollows: where N is equal to 253 + the number of Review Dates precedingthat Review Date. For example, for the first Review Date, N = 253(equal to 253 + 0), for the second Review Date, N = 254 (equal to253 + 1) and for the final Review Date, N