摩根大通美股招股说明书(2026-01-26版)

Capped Dual Directional Buffered Equity Notes Linkedto the Lesser Performing of the Nasdaq-100 Indexand the S&P 500®Index due August 4, 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 14.05%), or a capped, unleveraged return equal to the absolute value of any depreciation (up tothe Buffer Amount of 20.00%), of the lesser performing of the Nasdaq-100 Index®and the S&P 500®Index, which we refer to as the Indices, at maturity. ●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% of their principalamount at maturity.●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 riskof JPMorgan Chase & Co., as guarantor of the notes. 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 of 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, (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 $7.25 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 $987.90 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 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 of each Index is greater than its InitialValue, your payment at maturity per $1,000 principal amountnote will be calculated as follows: Guarantor:JPMorgan Chase & Co. $1,000 + ($1,000 × Lesser Performing Index Return), subjectto the Maximum Upside Return If (i) the Final Value of one Index is greater than its InitialValue and the Final Value of the other Index is equal to itsInitial Value or is less than its Initial Value by up to the BufferAmount or (ii) the Final Value of each Index is equal to its Maximum Upside Return:At least 14.05% (corresponding toa maximum payment at maturity of at least $1,140.50 per$1,000 principal amount note if the Lesser Performing IndexReturn is positive) (to be provided in the pricing supplement) Buffer Amount:20.00% Pricing Date:On or about January 30, 2026Original Issue Date (Settlement Date):On or aboutFebruary 4, 2026 $1,000 + ($1,000 × Absolute Index Return of the LesserPerforming Index) Observation Date*:July 30, 2027Maturity Date*:August 4, 2027 This payout formula results in an effective cap of 20.00% onyour return at maturity if the Lesser Performing Index Returnis negative. Under these limited circumstances, your * 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 toMultiple Underlyings” and “General Terms of Notes — If the Final Value of either Index is less than its Initial Valueby more than the Buffer Amount, your payment at maturity $1,000 + [$1,000 × (Lesser Performing Index Return + BufferAmount)] If the Final Value of either Index is less than its Initial Valueby more than the Buffer Amount, you will lose some or mostof your principal amount at maturity. Absolute Index Return:With respect to each Index, theabsolute value of its Index Return. For example, if the IndexReturn of an Index is -5%, its Absolute Index Return will equal Lesser Performing Index:The Index with the LesserPerforming Index Return Lesser Performing Index Return:The lower of the IndexReturns of the Indices Index Return:With respect to each Index,(Final Value – Initial Value)Initial Value