摩根大通美股招股说明书(2026-02-09版)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. maximum return of at least 39.25%, at maturity.•Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principalamount at maturity. •The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas 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 •Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about February 9, 2026 and are expected to settle on or about February 12, 2026.•CUSIP: 46660JVH2 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 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, (2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is aninvestment adviser. These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts ofInterest)” in the accompanying product supplement. 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. Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus andprospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the Final Value is greater than the Initial Value, your paymentat maturity per $1,000 principal amount note will be calculated Guarantor:JPMorgan Chase & Co. Index:The MSCI EAFE®Index (Bloomberg ticker: MXEA)Maximum Return:At least 39.25% (corresponding to amaximum payment at maturity of at least $1,392.50 per $1,000 $1,000 + ($1,000 × Index Return × Upside Leverage Factor), If the Final Value is equal to the Initial Value or is less than theInitial Value by up to the Buffer Amount, you will receive the supplement) Upside Leverage Factor:1.50 If the Final Value is less than the Initial Value by more than theBuffer Amount, your payment at maturity per $1,000 principal Buffer Amount:15.00% $1,000 + [$1,000 × (Index Return + Buffer Amount) × Downside Leverage Factor:An amount equal to 1 / (1 – If the Final Value is less than the Initial Value by more than theBuffer Amount, you will lose some or all of your principal Pricing Date:On or about February 9, 2026 Original Issue Date (Settlement Date):On or about February Index Return: (Final Value – Initial Value) Observation Date*:August 9, 2028 Maturity Date*:August 14, 2028 Initial Value:The closing level of the Index on the Pricing Date * 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 (OtherThan a Commodity Index)” and “General Terms of Notes — Final Value:The closing level of the Index on the Observation Supplemental Terms of the Notes 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. Notwithstanding Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index.The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the •an Initial Value of 100.00;•a Maximum Return of 39.25%;•an Upside Leverage Factor of 1.50;•a Buffer Amount of 15.00%; 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 supplement. Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be theactual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and The following graph demonstrates the hypotheti