摩根大通美股招股说明书(2026-02-26版)

Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) JPMorgan Chase Financial Company LLC Uncapped Buffered Equity Notes Linked to the LesserPerforming of the Dow Jones Industrial Average®and the S&P 500®Index due March 16, 2029 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of at least 1.00 times any appreciation of the lesserperforming of the Dow Jones Industrial Average®and the S&P 500®Index, which we refer to as the Indices, at maturity. ●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 83.50%of their principal amount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 risk of JPMorgan Chase & Co., as guarantor of the notes.●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to the 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 ofthe accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe 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 a receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $25.00 per $1,000 principalamount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.(3) JPMS may pay a structuring fee of $8.00 per $1,000 principal amount note with respect to some or all of the notes to affiliated or unaffiliated If the notes priced today, the estimated value of the notes would be approximately $959.20 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 supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms * 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 toMultiple Underlyings” and “General Terms of Notes — Initial Value:With respect to each Index, the closing level ofthat Index on the Pricing Date Final Value:With respect to each Index, the closing level ofthat Index on the Observation Date 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 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 two hypotheticalIndices. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the ●an Initial Value for the Lesser Performing Index of 100.00;●an Upside Leverage Factor of 1.00; and●a Buffer Amount of 16.50%. The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and may notrepresent a likely actual Initial Value of either Index. The actual Initial Value of each Index will be the closing level of that Index on the 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 hypothetical payments at maturity on the notes for a sub-set of Lesser Performing Index Returnsdetailed in the table above (-50% to 50%). There can be no assurance that the performance of the Lesser Performing Index will result How the Notes Work Upside Scenario: If the Final Value of each Index is greater than its Initial Value, investors will receive at maturity the $1,000 principal amountplusareturn equal to the Lesser Performing Index Returntimesthe Upside Leverage Factor o