摩根大通美股招股说明书(2026-02-05版)

Capped Buffered Return Enhanced Notes Linked to the S&P 500®Index due September 1,2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a return of 1.50 times any appreciation of the S&P 500Index, up to a maximum return that will not be less than 12.00% or greater than 13.00%, at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90.00%oftheir principal amount 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-4 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 us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $22.50 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 $969.00 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 $940.00 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 Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the eventof manifest 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;●a Maximum Return of 12.00%; 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 forth below is for illustrative purposes only and may not bethe actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Index Returns (-40% to40%). There can be no assurance that the performance of the Index will result in the return of any of your principal amount in How the Notes Work Upside Scenario: If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amountplusa return equalto 1.50 times the Index Return, subject to the Maximum Return, which will not be less than 12.00% or greater than 13.00%. ●If the closing level of the Index increases 5.00%, investors will receive at maturity a return of 7.50%, or $1,075.00 per$1,000 principal amount note. ●Assuming a hypothetical Maximum Return of 12.00%, if the closing level of the Index increases 25.00%, investors willreceive at maturity a return equal to the Maximum Return of 12.00%, or $1,120.00 per $1,000 principal amount note, whichis the maximum payment at maturity. Par Scenario: If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 10.00%, investors willreceive at maturity the principal amount of their notes. Downside Scenario: If the Final Value is less than the Initial Value by more than the Buffer Amount of 10.00%, investors will lose 1% of the principal ●For example, if the closing level of the Index declines 50.00%, investors will lose 40.00%of their principal amount andreceive only $600.00 per $1,000 principal amount note at maturity. The hypothetical returns and hypothetical payments on the notes shown above applyonly if you