摩根大通美股招股说明书(2026-03-24版)

Capped Buffered Yield Notes Linked to the Common Stock ofLamb Weston Holdings, Inc. due March 29, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek periodic Interest Payments at a rate of at least 13.50% per annum overthe term of the notes, payable at a rate of at least 1.125% per month.•The notes are also designed for investors who seek an unleveraged exposure to any appreciation of the ReferenceStock, up to a maximum return of 10.00% (excluding Interest Payments), at maturity.•Investors should be willing to accept the risk of losing some or all of their principal and be willing to forgo dividendpayments, in exchange for Interest Payments and exposure to any appreciation of the Reference Stock, up to amaximum return of 10.00% (excluding Interest Payments), 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 23, 2026 (the “Pricing Date”) and are expected to settle on or aboutMarch 26, 2026.The Strike Value has been determined by reference to certain intraday trades in the ReferenceStock that occurred on March 20, 2026 (the “Strike Date”) andnotby reference to the closing price of one shareof the Reference Stock on the Strike Date or the Pricing Date.•CUSIP: 46660RGU2 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,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 $2.00 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 $980.00 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 $950.00 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 agency and 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.Guarantor:JPMorgan Chase & Co. Payment at Maturity: If the Final Value is greater than the Strike Value, your paymentat maturity per $1,000 principal amount note, in addition to theInterest Payment applicable to the Maturity Date, will becalculated as follows: Reference Stock:The common stock of Lamb WestonHoldings, Inc., par value $1.00 per share (Bloomberg ticker:LW). We refer to Lamb Weston Holdings, Inc. as “LambWeston.” $1,000 + ($1,000 × Stock Return), subject to the MaximumReturn InterestPayments:You will receive on each Interest PaymentDate for each $1,000 principal amount note an InterestPayment equal to at least $11.25 (equivalent to an Interest Rateof at least 13.50% per annum, payable at a rate of at least1.125% per month) (to be provided in the pricing supplement).InterestRate:At least 13.50% per annum, payable at a rate ofat least 1.125% per month(to be provided in the pricingsupplement) If the Final Value is equal to the Strike Value or is less than theStrike Value by up to the Buffer Amount, you will receive, inaddition to the Interest Payment applicable to the Maturity Date,the principal amount of your notes at maturity. If the Final Value is less than the Strike Value by more than theBuffer Amount, your payment at maturity per $1,000 principalamount note, in addition to the Interest Payment applicable tot