摩根大通美股招股说明书(2026-03-05版)

JPMorgan Chase Financial Company LLCStructured Investments Callable Contingent Interest Notes Linked to the LeastPerforming of the State Street®Health Care Select SectorSPDR®ETF, the State Street®Financial Select SectorSPDR®ETF and the iShares®Expanded Tech-SoftwareSector ETF due March 8, 2029Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.•The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date forwhich the closing price of one share of each of the State Street®Health Care Select Sector SPDR®ETF, the StateStreet®Financial Select Sector SPDR®ETF and the iShares®Expanded Tech-Software Sector ETF, which we refer to asthe Funds, is greater than or equal to 65.00% of its Initial Value, which we refer to as an Interest Barrier. •The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (otherthan the first and final Interest Payment Dates). •The earliest date on which the notes may be redeemed early is September 10, 2026. •Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that noContingent Interest Payment may be made with respect to some or all Review Dates.•Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receiveContingent Interest Payments. •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 •Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to theperformance of each of the Funds individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about March 4, 2026 and are expected to settle on or about March 9, 2026.•CUSIP:46660MKB0 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-6 of this pricing 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 a (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (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. These selling commissions will be up to $17.50 per $1,000principal amount note. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of up to $1.00 per $1,000principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the If the notes priced today, the estimated value of the notes would be approximately $950.00 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 $930.00 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 Review Dates*:June 4, 2026, September 4, 2026, December4, 2026, March 4, 2027, June 4, 2027, September 7, 2027,December 6, 2027, March 6, 2028, June 5, 2028, September 5,2028, December 4, 2028 and March 5, 2029 (final Review Date) Least Performing Fund:The Fund with the Least PerformingFund Return Interest Payment Dates*:June 9, 2026, September 10, 2026,December 9, 2026, March 9, 2027, June 9, 2027, September10, 2027, December 9, 2027, March 9, 2028, June 8, 2028,September 8, 2028, December 7, 2028 and the Maturity DateMaturity Date*:March 8, 2029 * Subject to postponement in the event of a market disruption event and as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings”and “General Terms of Notes — Postponement of a Payment Date” Final Value:With respect to each Fund, the closing price ofone share of that Fund on the f