摩根大通美股招股说明书(2026-01-27版)

JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Contingent Interest Notes Linked to the CommonStock of Netflix, Inc. due February 7, 2029 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 forwhich the closing price of one share of the Reference Stock is greater than or equal to 60.00% of the Initial Value, which ●The earliest date on which an automatic call may be initiated is August 3, 2026. ●Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no ●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receive ●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we referto as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Any ●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about February 2, 2026 and are expected to settle on or about February 5, 2026.●CUSIP:46660JDP4 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-4 of this 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, (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 If the notes priced today, the estimated value of the notes would be approximately $970.00 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 $950.00 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 agency Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing price of one share of the Reference Stockon any Review Date (other than the first and final ReviewDates) is greater than or equal to the Initial Value, the noteswill be automatically called for a cash payment, for each$1,000 principal amount note, equal to (a) $1,000plus(b) the Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Netflix, Inc., par value$0.001 per share (Bloomberg ticker: NFLX). We refer to Netflix, Contingent Interest Payments: If the notes have not been automatically called and the closingprice of one share of the Reference Stock on any Review Dateis greater than or equal to the Interest Barrier, you will receiveon the applicable Interest Payment Date for each $1,000principal amount note a Contingent Interest Payment equal to Payment at Maturity: If the notes have not been automatically called and the FinalValue is greater than or equal to the Trigger Value, you willreceive a cash payment at maturity, for each $1,000 principal If the notes have not been automatically called and the FinalValue is less than the Trigger Value, your payment at maturity If the closing price of one share of the Reference Stock on anyReview Date is less than the Interest Barrier, no Contingent $1,000 + ($1,000 × Stock Return) Contingent Interest Rate:At least 12.50% per annum, payableat a rate of at least 3.125% per quarter (to be provided in thepricing supplement) If the notes have not been automatically called and the FinalValue is less than the Trigger Value, you will lose more than Interest Barrier/Trigger Value:60.00% of the Initial Value Pricing Date:On or about February 2, 2026 Stock Return: Original Issue Date (Settlement Date):On or about February (Final Value – Initial Value)Initial Value Review Dates*:May 4, 2026, August 3, 2026, November2, 2026, February 2, 2027, May 3, 2027, August 2, 2027,November 2, 2027, February 2, 2028, May 2, 2028, August 2,2028, November 2, 2028 and February 2, 2029 (final Review Initial Value:The closing price of one share of the ReferenceStock on the Pricing Date Final Value:The closing price of one share of the Reference Interest Payment Dates*:May 7, 2026, August 6, 2026,November 5, 2026, February 5, 2027, May 6, 2027, August5, 2027, November 5, 2027, February 7, 2028, May 5,