摩根大通美股招股说明书(2026-03-11版)

Uncapped Dual Directional Buffered Return Enhanced NotesLinked to the Least Performing of the State Street®MaterialsSelect Sector SPDR®ETF, the State Street®Utilities Select Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.•The notes are designed for investors who seek an uncapped return of at least 1.73 times any appreciation, or a capped,unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 15.00%), of the leastperforming of the State Street®Materials Select Sector SPDR®ETF, the State Street®Utilities Select Sector SPDR®ETF and the State Street®Energy Select Sector SPDR®ETF, which we refer to as the Funds, 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 credit •Minimum denominations of $1,000 and integral multiples thereof •The notes are expected to price on or about March 16, 2026 and are expected to settle on or about March 19, 2026. 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-4 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. In no event will these selling commissions exceed $5.00 per$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 $981.10 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 this 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. Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I datedApril 13, 2023,the prospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the Final Value of each Fund is greater than its Initial Value,your payment at maturity per $1,000 principal amount note willbe calculated as follows: Guarantor:JPMorgan Chase & Co.Funds:The State Street®Materials Select Sector SPDR®ETF(Bloomberg ticker: XLB), the State Street®Utilities Select SectorSPDR®ETF (Bloomberg ticker: XLU) and the State Street®Energy Select Sector SPDR®ETF (Bloomberg ticker: XLE)Upside Leverage Factor:At least 1.73 (to be provided in thepricing supplement)Buffer Amount:15.00% If (i) the Final Value of one or more Funds is greater than itsInitial Value and the Final Value of the other Fund or Funds isequal to its Initial Value or is less than its Initial Value by up tothe Buffer Amount or (ii) the Final Value of each Fund is equalto its Initial Value or is less than its Initial Value by up to the $1,000 + ($1,000 × Absolute Fund Return of the LeastPerforming Fund) Pricing Date:On or about March 16, 2026 Original Issue Date (Settlement Date):On or about March 19, Observation Date*:April 16, 2027 Maturity Date*:April 21, 2027 * Subject to postponement in the event of a market disruption eventand as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings” (Final Value – Initial Value)Initial Value Initial Value:With respect to each Fund, the closing price ofone share of that Fund on the Pricing Date Final Value:With respect to each Fund, the closing price of Share Adjustment Factor:With respect to each Fund, theShare Adjustment Factor is referenced in determining theclosing price of one share of that Fund and is set equal to 1.0on the Pricing Date. The