摩根大通美股招股说明书(2026-03-27版)

JPMorgan Chase Financial Company LLC Uncapped Dual Directional Buffered Return EnhancedNotes Linked to the Least Performing of the Nasdaq- unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 20.00%), of the leastperforming of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index, which we refer to as the Indices, atmaturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 80.00% of their principalamount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 riskof JPMorgan Chase & Co., as guarantor of the notes.●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to theperformance of each of the Indices individually, as described below. ●Minimum denominations of $1,000 and integral multiples thereof 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 of Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $7.50 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 $988.90 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 andwill not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing 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 Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Payment at Maturity: If the Final Value of each Index is greater than its InitialValue, your payment at maturity per $1,000 principalamount note will be calculated as follows: Guarantor:JPMorgan Chase & Co. $1,000 + ($1,000 × Least Performing Index Return × UpsideLeverage Factor) If (i) the Final Value of one or more Indices is greater thanits Initial Value and the Final Value of the other Index orIndices is equal to its Initial Value or is less than its InitialValue by up to the Buffer Amount or (ii) the Final Value ofeach Index is equal to its Initial Value or is less than its Pricing Date:On or about April 1, 2026 Original Issue Date (Settlement Date):On or about April 7,2026 $1,000 + ($1,000 × Absolute Index Return of the LeastPerforming Index) Observation Date*:April 1, 2031 Maturity Date*:April 4, 2031 This payout formula results in an effective cap of 20.00% onyour return at maturity if the Least Performing Index Returnis negative. Under these limited circumstances, your * Subject to postponement in the event of a marketdisruption event and as described under “General Terms ofNotes — Postponement of a Determination Date — Notes If the Final Value of any Index is less than its Initial Value bymore than the Buffer Amount, your payment at maturity per$1,000 principal amount note will be calculated as follows: $1,000 + [$1,000 × (Least Performing Index Return + BufferAmount)] If the Final Value of any Index is less than its Initial Value bymore than the Buffer Amount, you will lose some or most ofyour principal amount at maturity. Absolute Index Return:With respect to each Index, theabsolute value of its Index Return. For example, if the IndexReturn of an Index is -5%, its Absolute Index Return will Least Performing Index:The Index with the LeastPerforming Index Return Least Performing Index Return:The lowest of the IndexReturns of the Indices Index Return:With respect to each Index, (Final Value – Initial Value)Initial Value Initial Value:With respect to each Index, the closing levelof that Index on the Pricing Date Final Value:With respect to each Index, the closing level ofthat Index on the Observation Date Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event ofmanifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes.