摩根大通美股招股说明书(2026-03-02版)

JPMorgan Chase Financial Company LLCLeveraged Index Return Notes®Linked to the Worst-Performing of the EURO STOXX 50®Index and the SwissMarket Index Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ￭Maturity of approximately three years￭[230.00% to 255.00%] leveraged upside exposure to increases in the Worst-Performing Market Measure, which willbe one of the EURO STOXX 50®Index and the Swiss Market Index (each, an “Index,” and, collectively, the “Indices”)￭If the Worst-Performing Market Measure declines, but not by more than 20.00%, a return of principal￭1-to-1 downside exposure to decreases in the Worst-Performing Market Measure beyond a 20.00% decline, with up to80.00% of your principal at risk￭The notes are not linked to a basket composed of the Market Measures. Any depreciation in the level of either MarketMeasure will not be offset by any appreciation in the level of the other Market Measure￭All payments occur at maturity and are subject to the credit risk of JPMorgan Chase Financial Company LLC, asissuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes￭No periodic interest payments￭Investors in the notes should be willing to forgo dividend and interest payments and will be willing to accept the risk oflosing some or all of their principal amount at maturity￭Limited secondary market liquidity, with no exchange listing￭The notes will be issued in denominations of whole “units”. Each unit will have a principal amount of $10. The notes are being issued by JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) and are fully and unconditionallyguaranteed by JPMorgan Chase & Co. Investing in the notes involves a number of risks. There are important differences between thenotes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginningon page TS-7 of this term sheet, “Additional Risk Factor” on page TS-9 of this term sheet, and “Risk Factors” on page PS-6 of theaccompanying product supplement, page S-2 of the accompanying prospectus supplement and Annex A of the accompanyingprospectus addendum.The initial estimated value of the notes, when the terms of the notes are set, will be provided in the final term sheet and is expected to be between $9.40 and $9.618 per unit, which is less than the public offering price listed below.See “Summary” on the following page, “RiskFactors” beginning on page TS-7 of this term sheet and “The Estimated Value of the Notes” on page TS-12 of this term sheet for additionalinformation. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy._________________________ None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved ordisapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contraryis a criminal offense._________________________ (1)The underwriting discount reflects a sales commission of $0.175 per unit and a structuring fee of $0.05. J.P. Morgan Securities LLCMarch, 2026 Summary The Leveraged Index Return Notes®Linked to the Worst-Performing of the EURO STOXX 50®Index and the Swiss Market Index due March ,2029 (the “notes”) are our unsecured and unsubordinated obligations. Payments on the notes are fully and unconditionally guaranteed byJPMorgan Chase & Co. The notes and the related guarantee are not insured by the Federal Deposit Insurance Corporation or secured bycollateral.The notes will rank equally in right of payment with all other unsecured and unsubordinated obligations of JPMorganFinancial from time to time outstanding. The guarantee of the notes will rank equally in right of payment with all other unsecured andunsubordinated obligations of JPMorgan Chase & Co., except obligations that are subject to any priorities or preferences by law, andsenior in right of payment to its subordinated obligations. Any payments due on the notes, including any repayment of principal, will besubject to the credit risk of JPMorgan Financial, as issuer, and JPMorgan Chase & Co., as guarantor. The notes provide you a leveraged return if the Ending Value of the Worst-Performing Market Measure, which will be one of the EURO STOXX50®Index or the Swiss Market Index (as described in "Terms of the Notes" below) is greater than its Starting Value. If the Ending Value of theWorst-Performing Market Measure is equal to or less than its Starting Value but greater than or equal to its Threshold Value, you will receive theprincipal amount of your notes. If the Ending Value of the Worst-Performing Market Measure is less than its Threshold Value, you will lose aportion, which could be significant, of the principal amount of your notes. Any payments on the notes will be calculated based on the $10 principalamount per unit and will depend on the performance of the