摩根大通美股招股说明书(2026-01-23版)

Capped Dual Directional Buffered Equity Notes Linkedto the S&P 500®Index due July 30, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a capped, unleveraged exposure to any appreciation (with a MaximumUpside Return of at least 9.65%), or a capped, unleveraged return equal to the absolute value of any depreciation (up to theBuffer Amount of 15.00%), of the S&P 500®Index at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principalamount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 riskof 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 27, 2026 and are expected to settle on or about January 30, 2026.●CUSIP: 46660JZ47 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-4 of this pricingsupplement. 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 acriminal offense. (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 itreceives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $22.25 per $1,000 principalamount 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 $971.00 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 supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricingsupplement 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 is greater than the Initial Value, yourpayment at maturity per $1,000 principal amount note will becalculated as follows: Guarantor:JPMorgan Chase & Co. Index:The S&P 500®Index (Bloomberg ticker: SPX) $1,000 + ($1,000 × Index Return), subject to the MaximumUpside Return Maximum Upside Return:At least 9.65% (corresponding toa maximum payment at maturity of at least $1,096.50 per$1,000 principal amount note if the Index Return is positive)(to be provided in the pricing supplement) If the Final Value is equal to the Initial Value or is less thanthe Initial Value by up to the Buffer Amount, your payment atmaturity per $1,000 principal amount note will be calculatedas follows: Buffer Amount:15.00% Pricing Date:On or about January 27, 2026 $1,000 + ($1,000 × Absolute Index Return) Original Issue Date (Settlement Date):On or about January30, 2026 This payout formula results in an effective cap of 15.00% onyour return at maturity if the Index Return is negative. Underthese limited circumstances, your maximum payment atmaturity is $1,150.00 per $1,000 principal amount note. Observation Date*:July 27, 2027 Maturity Date*:July 30, 2027 * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Underlying — Notes Linked to a Single Underlying(Other Than a Commodity Index)” and “General Terms ofNotes — Postponement of a Payment Date” in theaccompanying product supplement If the Final Value is less than the Initial Value by more thanthe Buffer Amount, your payment at maturity per $1,000principal amount note will be calculated as follows: $1,000 + [$1,000 × (Index Return + Buffer Amount)] If the Final Value is less than the Initial Value by more thanthe Buffer Amount, y