摩根大通美股招股说明书(2026-02-24版)

Review Notes Linked to the iShares®Expanded Tech-Software Sector ETF due March 8, 2030 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, theclosing price of one share of the iShares®Expanded Tech-Software Sector ETF, which we refer to as the Fund, is at orabove the Call Value.•The earliest date on which an automatic call may be initiated is March 8, 2027.•Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing a significantportion or all of their principal amount 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 creditrisk of JPMorgan Chase & Co., as guarantor of the notes.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about March 5, 2026 and are expected to settle on or about March 10, 2026.•CUSIP: 46660M3J2 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-5 of this pricingsupplement. 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,underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is acriminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the sellingcommissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $10.00 per$1,000 principal amount 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 $960.00 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 $940.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in thispricing supplement for additional information. 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. Automatic Call: If the closing price of one share of the Fund on any Review Date isgreater than or equal to the Call Value, the notes will beautomatically called for a cash payment, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Call Premium Amountapplicable to that Review Date, payable on the applicable CallSettlement Date. No further payments will be made on the notes. Guarantor:JPMorgan Chase & Co. Fund:The iShares®Expanded Tech-Software Sector ETF(Bloomberg ticker: IGV) Call Premium Amount:The Call Premium Amount with respectto each Review Date is set forth below: Payment at Maturity: • first Review Date:at least 14.00% × $1,000• second Review Date:at least 28.00% × $1,000• third Review Date:at least 42.00% × $1,000• final Review Date:at least 56.00% × $1,000 If the notes have not been automatically called and the Final Valueis greater than or equal to the Barrier Amount, you will receive theprincipal amount of your notes at maturity. (in each case, to be provided in the pricing supplement) If the notes have not been automatically called and the Final Valueis less than the Barrier Amount,your payment at maturity per$1,000 principal amount note will be calculated as follows: Call Value:100.00% of the Initial Value Barrier Amount:70.00% of the Initial Value $1,000 + ($1,000 × Fund Return) If the notes have not been automatically called and the Final Valueis less than the Barrier Amount, you will lose more than 30.00% ofyour principal amount at maturity and could lose all of your principalamount at maturity. Pricing Date:On or aboutMarch 5, 2026 Original Issue Date (Settlement Date):On or about March 10,2026 Fund Return: Review Dates*:March 8, 2027, March 6, 2028, March 5, 2029and March 5, 2030 (final Review Date) Call Settlemen