摩根大通美股招股说明书(2026-01-22版)

JPMorgan Chase Financial Company LLC Auto Callable Contingent Interest Notes Linked to the Least 2027 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 which the closing value of each of the S&P 500®Index, the Russell 2000®Index and the VanEck®Semiconductor ETF, which we refer to as the Underlyings, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.•The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first, second and final Review Dates) is greater than or equal to its Initial Value.•The earliest date on which an automatic call may be initiated is April 22, 2026.•Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no Contingent Interest Payment 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 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-6 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 (1)See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (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 $22.25per $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 $962.80 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 $900.00 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. Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus andprospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Automatic Call: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the closing value of each Underlying on any Review Date (otherthan the first, second and final Review Dates) is greater than orequal to its Initial Value, the notes will be automatically called for acash payment, for each $1,000 principal amount note, equal to (a)$1,000plus(b) the Contingent Interest Payment applicable to that Guarantor:JPMorgan Chase & Co. Underlyings:The S&P 500®Index (Bloomberg ticker: SPX) andthe Russell 2000®Index (Bloomberg ticker: RTY) (each of theS&P 500®Index and the Russell 2000®Index, an “Index” and collectively, the “Indices”) and the VanEck®Semiconductor ETF (Bloomberg ticker: SMH) (the “Fund”) (each of the Indices and theFund, an “Underlying” and collectively, the “Underlyings”) Payment at Maturity: Contingent InterestPayments:If the notes have not beenautomatically called and the closing value of each Underlying onany Review Date is greater than or equal to its Interest Barrier,you will receive on the applicable Interest Payment Date for each$1,000 principal amount note a Contingent Interest Payment If the notes have not been automatically called and the FinalValue of each Underlying is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each If the notes have not been automatically called and the FinalValue of any Underlying is less than its Trig