摩根大通美股招股说明书(2026-03-10版)

Review Notes Linked to the Common Stock of BroadcomInc. due March 25, 2031 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 Reference Stock is at or above the Call Value.●The earliest date on which an automatic call may be initiated is March 24, 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 20, 2026 and are expected to settle on or about March 25, 2026.●CUSIP: 46660MQL2 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,prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (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. In no event will these selling commissions exceed $41.25per $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 $902.90 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 $900.00 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 Reference Stock on anyReview Date is greater than or equal to the Call Value, the noteswill be automatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) the CallPremium Amount applicable to that Review Date, payable on theapplicable Call Settlement Date. No further payments will be madeon the notes. Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Broadcom Inc., parvalue $0.001 per share (Bloomberg ticker: AVGO). We refer toBroadcom Inc. as “Broadcom.” Call Premium Amount:The Call Premium Amount with respectto each Review Date is set forth below:• first Review Date:10.00% × $1,000 • second Review Date:12.50% × $1,000• third Review Date:15.00% × $1,000• fourth Review Date:17.50% × $1,000• fifth Review Date:20.00% × $1,000• sixth Review Date:22.50% × $1,000• seventh Review Date:25.00% × $1,000• eighth Review Date:27.50% × $1,000• ninth Review Date:30.00% × $1,000• tenth Review Date:32.50% × $1,000• eleventh Review Date:35.00% × $1,000• twelfth Review Date:37.50% × $1,000• thirteenth Review Date:40.00% × $1,000• fourteenth Review Date:42.50% × $1,000• fifteenth Review Date:45.00% × $1,000• sixteenth Review Date:47.50% × $1,000• final Review Date:50.00% × $1,000 Payment at Maturity: 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. 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: $1,000 + ($1,000 × Stock Return) If the notes have not been automatically called and the Final Valueis less than the Barrier Amount, you will lose more than 50.00% ofyour principal amou