摩根大通美股招股说明书(2026-04-01版)

JPMorgan Chase Financial Company LLCStructured Investments Uncapped Accelerated Barrier Notes Linked to the LeastPerforming of the Common Stock of NVIDIA Corporation, theCommon Stock of Amazon.com, Inc. and the Common Stockof Apple Inc. due April 14, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek an uncapped return of at least 3.9125timesany appreciation of the leastperforming of the Reference Stocks at maturity.•Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all oftheir 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 Reference Stocks. Payments on the notes are linkedto the performance of each of the Reference Stocks individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about April 8, 2026 and are expected to settle on or about April 13, 2026.•CUSIP: 46660RM35 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 $17.50 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 $920.40 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 $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 Reference Stock is greater than itsInitial Value, your payment at maturity per $1,000 principalamount note will be calculated as follows: Guarantor:JPMorgan Chase & Co. Reference Stocks:As specified under “Key Terms Relating tothe Reference Stocks” in this pricing supplement $1,000 + ($1,000 × Least Performing Stock Return × UpsideLeverage Factor) Upside Leverage Factor:At least 3.9125 (to be provided in thepricing supplement) If the Final Value of any Reference Stock is equal to or lessthan its Initial Value but the Final Value of each ReferenceStock is greater than or equal to its Barrier Amount, you willreceive the principal amount of your notes at maturity. Barrier Amount:With respect to each Reference Stock,60.00% of its Initial Value, as specified under “Key TermsRelating to the Reference Stocks” in this pricing supplement If the Final Value of any Reference Stock is less than its BarrierAmount, your payment at maturity per $1,000 principal amountnote will be calculated as follows: Pricing Date:On or about April 8, 2026 Original Issue Date (Settlement Date):On or about April 13,2026 Observation Date*:April 8, 2031 Maturity Date*:April 14, 2031 * Subject to postponement in the event of a market disruption eventand as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings”and “General Terms of Notes — Postponement of a Payment Date”in the accompanying product supplement Least Performing Reference Stock:The Reference Stockwith the Least Performing Stock Return Least Performing Stoc