摩根大通美股招股说明书(2026-01-28版)

JPMorgan Chase Financial Company LLC Structured Investments Uncapped Buffered Return Enhanced Notes Linked to the S&P 500®Futures Excess ReturnIndex due February 6, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of at least 1.80 times any appreciation ofthe S&P 500®Futures Excess Return Index, at maturity.●Investors should be willing to forgo interest 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 byJPMorgan Chase & Co.Any payment on the notes is subject to the credit risk of JPMorgan Financial,as issuer of the notes, and the credit risk of 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 pagePS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-5 of Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanyingproduct supplement, underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any (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 it receives fromus to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $5.50 per $1,000 principal amount note. See “Plan ofDistribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $972.40 per $1,000 principalamount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricingsupplement and will not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental Key Terms Supplemental Terms of the Notes The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, asamended (the “Commodity Exchange Act”).The notes are offered pursuant to an exemption from regulation under theCommodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or For purposes of the accompanying product supplement, the Index will be deemed to be an Equity Index, except as provided references) should be read to refer to the securities included in the S&P 500®Index, which is the reference index for the futurescontracts included in the Index. Notwithstanding the foregoing, the Index will be deemed to be a Commodity Index for purposesof the section entitled “The Underlyings — Indices — Discontinuation of an Index; Alteration of Method of Calculation” in the Notwithstanding anything to the contrary in the accompanying product supplement, if a Determination Date (as defined in theaccompanying product supplement) has been postponed to the applicable Final Disrupted Determination Date (as defined in theaccompanying product supplement) and that day is a Disrupted Day (as defined in the accompanying product supplement), thecalculation agent will determine the closing level of the Index for that Determination Date on that Final Disrupted DeterminationDate in accordance with the formula for and method of calculating the closing level of the Index last in effect prior to the Any values of the Index, and any values derived therefrom, included in this pricing supplement may be corrected, in the event ofmanifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypotheticalIndex. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from ●an Initial Value of 100.00;●an Upside Leverage Factor of 1.80; and The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual InitialValue. The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the pricing Each hypothetical total return or hypothetical payment at maturity set fo