摩根大通美股招股说明书(2026-03-26版)

Review Notes Linked to the Least Performing of the TOPIX®Index, the MSCI Emerging Markets Index and the iShares®Russell 2000 Value ETF due April 21, 2033 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 value of each of the TOPIX®Index, the MSCI Emerging Markets Index and the iShares®Russell 2000 Value ETF,which we refer to as the Underlyings, is at or above its applicable Call Value.•The earliest date on which an automatic call may be initiated is April 21, 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.•Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to theperformance of each of the Underlyings individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about April 17, 2026 and are expected to settle on or about April 22, 2026.•CUSIP: 46660RJ96 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-5of 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 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 $6.00 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 $953.40 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 $920.00 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. Automatic Call: If the closing value of each Underlying on any Review Date isgreater than or equal to its applicable Call Value, the notes will beautomatically called for a cash payment, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Call Premium Amountapplicable to that Review Date, payable on the applicable CallSettlement Date. No further payments will be made on the notes. Guarantor:JPMorgan Chase & Co. Underlyings:The TOPIX®Index (Bloomberg ticker: TPX) andthe MSCI Emerging Markets Index (Bloomberg ticker: MXEF)(each of the TOPIX®Index and the MSCI Emerging MarketsIndex, an “Index” and collectively, the “Indices”) and theiShares®Russell 2000 Value ETF (Bloomberg ticker: IWN) (the“Fund”) (each of the Indices and the Fund, an “Underlying” andcollectively, the “Underlyings”) Payment at Maturity: Call Premium Amount:The Call Premium Amount with respectto each Review Date is set forth below:• first Review Dateat least 17.20% × $1,000 If the notes have not been automatically called (and therefore theFinal Value of any Underlying is less than its Barrier Amount),yourpayment at maturity per $1,000 principal amount note will becalculated as follows: • second Review Dateat least 34.40% × $1,000• third Review Dateat least 51.60% × $1,000• fourth Review Dateat least 68.80% × $1,000• fifth Review Dateat least 86.00% × $1,000• sixth Review Dateat least 103.20% × $1,000• final Review Dateat least 120.40% × $1,000(in each case, to be provid