摩根大通美股招股说明书(2026-03-11版)

JPMorgan Chase Financial Company LLCStructured Investments Uncapped Dual Directional Buffered Return Enhanced NotesLinked to the Least Performing of the State Street®MaterialsSelect Sector SPDR®ETF, the State Street®Utilities SelectSector SPDR®ETF and the State Street®Energy SelectSector SPDR®ETF due April 21, 2027 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®ETFand the State Street®Energy Select Sector SPDR®ETF, which we refer to as the Funds, at maturity. •Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principalamount 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.•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 16, 2026 and are expected to settle on or about March 19, 2026.•CUSIP: 46660MS71 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 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,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 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 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 Payment at Maturity: 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. $1,000 + ($1,000 × Least Performing Fund Return × UpsideLeverage Factor) 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) 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 theBuffer Amount, your payment at maturity per $1,000 principalamount note will be calculated as follows: Upside Leverage Factor:At least 1.73 (to be provided in thepricing supplement) Buffer Amount:15.00% $1,000 + ($1,000 × Absolute Fund Return of the LeastPerforming Fund) Pricing Date:On or about March 16, 2026 This payout formula results in an effective cap of 15.00% onyour return at maturity if the Least Performing Fund Return isnegative. Under these limited circumstances, your maximumpayment at maturity is $1,150.00 per $1,000 principal amountnote. Original Issue Date (Settlement Date):On or about March 19,2026 Observation Date*:April 16, 2027 If the Final Value of any Fund is less than its Initial Value by