摩根大通美股招股说明书(2026-04-02版)

Uncapped Accelerated Barrier Notes Linked to theBloomberg Commodity IndexSMdue May 1, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of at least 1.61timesany appreciation of theBloomberg Commodity IndexSMat maturity.●Investors should be willing to forgo interest payments and be willing to lose a significant portion or all of their principalamount 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 April 27, 2026 and are expected to settle on or about April 30, 2026.●CUSIP:46660RQ80 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,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 selling If the notes priced today, the estimated value of the notes would be approximately $929.80 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 Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Payment at Maturity: If the Final Value is greater than the Initial Value, your paymentat maturity per $1,000 principal amount note will be calculatedas follows: Guarantor:JPMorgan Chase & Co. Index:The Bloomberg Commodity IndexSM(Bloomberg ticker:BCOM) $1,000 + ($1,000 × Index Return × Upside Leverage Factor) If the Final Value is equal to the Initial Value or is less than theInitial Value but greater than or equal to the Barrier Amount, youwill receive the principal amount of your notes at maturity. Upside Leverage Factor:At least 1.61 (to be provided in thepricing supplement) Barrier Amount:70.00% of the Initial Value If the Final Value is less than the Barrier Amount, your paymentat maturity per $1,000 principal amount note will be calculatedas follows: Pricing Date:On or about April 27, 2026 Original Issue Date (Settlement Date):On or about April 30,2026 Observation Date*:April 28, 2031 In no event, however, will the payment at maturity be less than$0. Maturity Date*:May 1, 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 a Single Underlying —Notes Linked to a Single Index” and “General Terms of Notes —Postponement of a Payment Date” in the accompanying productsupplement or early acceleration in the event of a commodityhedging disruption event as described under “General Terms ofNotes — Consequences of a Commodity Hedging Disruption Event— Acceleration of the Notes” in the accompanying productsupplement and “Selected Risk Considerations — Risks Relating tothe Notes Generally — We May Accelerate Your Notes If aCommodity Hedging Disruption Event Occurs” in this pricingsupplement If the Final Value is less than the Barrier Amount, you will losemore than 30.00% of your principal amount at maturity andcould lose all of your principal amount at maturity. Index Return: Initial Value:The closing level of the Index on the Pricing Date,providedthat if the Pricing Date is a Disrupted Day (as definedin the accompanying product supplement), the Initial Value willbe the Adjusted Closing Level (as defined in the accompanyingproduct supplement) of the Index with respect to the PricingDate, in whic