摩根大通美股招股说明书(2026-03-17版)

JPMorgan Chase Financial Company LLC Auto Callable Contingent Interest Notes Linked to the LeastPerforming of the Dow Jones Industrial Average®, the Russell2000®Index and the S&P 500®Index due April 3, 2031Fully 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 level of each of the Dow Jones Industrial Average®, the Russell 2000®Index and the S&P 500®Index,which we refer to as the Indices, is greater than or equal to 70.00% of its Initial Value, which we refer to as an Interest Barrier.The notes will be automatically called if the closing level of each Index on any Review Date (other than the first, second, ●third and final Review Dates) is greater than or equal to its Initial Value. ●The earliest date on which an automatic call may be initiated is March 31, 2027. ●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 receive ●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we referto as 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 Indices. Payments on the notes are linked to the ●Minimum denominations of $1,000 and integral multiples thereof ●The notes are expected to price on or about March 31, 2026 and are expected to settle on or about April 6, 2026.●CUSIP:46660RD84 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-11 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 the notes. it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $25.00 per $1,000 principalamount 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 $934.90 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 supplement The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing level of each Index on any Review Date (otherthan the first, second, third and final Review Dates) is greaterthan or equal to its Initial Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amountnote, equal to (a) $1,000plus(b) the Contingent Interest Guarantor:JPMorgan Chase & Co. Indices:The Dow Jones Industrial Average®(Bloomberg ticker:INDU), the Russell 2000®Index (Bloomberg ticker: RTY) and the S&P 500®Index (Bloomberg ticker: SPX) (each an “Index”and collectively, the “Indices”) Contingent Interest Payments: If the notes have not been automatically called and the closinglevel of each Index on any Review Date is greater than orequal to its Interest Barrier, you will receive on the applicableInterest Payment Date for each $1,000 principal amountnote a Contingent Interest Payment equal to at least $19.125 Payment at Maturity: If the notes have not been automatically called and the FinalValue of each Index is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each$1,000 principal amount note, equal to (a) $1,000plus(b) the If the notes have not been automatically called and the FinalValue of any Index is less than its Trigger Value, your paymentat maturity per $1,000 principal amount note will be calculated If the closing level of any Index on any Review Date is less thanits Interest Barrier, no Contingent Interest Payment will be made Contingent Interest Rate:At least 7.65% per annum, payableat a rate of at least 1.9125% per quarter (to be provided in thepricing supplement) $1,000