摩根大通美股招股说明书(2026-02-26版)

Uncapped Buffered Equity Notes Linked to the LesserPerforming of the Dow Jones Industrial Average®andthe 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 principalamount 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 riskof 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 theperformance of each of the Indices individually, as described below.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about March 13, 2026 and are expected to settle on or about March 18, 2026.●CUSIP:46660M5U5 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 pricingsupplement. 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 acriminal offense. (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 itreceives 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 unaffiliateddealers. 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 pricingsupplement 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. Payment at Maturity: If the Final Value of each Index is greater than its Initial Value,your payment at maturity per $1,000 principal amount note willbe calculated as follows: Guarantor:JPMorgan Chase & Co. Indices:The Dow Jones Industrial Average®(Bloombergticker: INDU) and the S&P 500®Index (Bloomberg ticker:SPX) (each an “Index” and collectively, the “Indices”) $1,000 + ($1,000 × Lesser Performing Index Return × UpsideLeverage Factor) If (i) the Final Value of one Index is greater than its Initial Valueand the Final Value of the other Index is equal to its InitialValue or is less than its Initial Value by up to the BufferAmount or (ii) the Final Value of each Index is equal to itsInitial Value or is less than its Initial Value by up to the BufferAmount, you will receive the principal amount of your notes atmaturity. Upside Leverage Factor:At least 1.00 (to be provided in thepricing supplement) Buffer Amount:16.50% Pricing Date:On or about March 13, 2026 Original Issue Date (Settlement Date):On or about March18, 2026 If the Final Value of either Index is less than its Initial Value bymore than the Buffer Amount, your payment at maturity per$1,000 principal amount note will be calculated as follows: Observation Date*:March 13, 2029 Maturity Date*:March 16, 2029 $1,000 + [$1,000 × (Lesser Performing Index Return + BufferAmount)] * 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