摩根大通美股招股说明书(2026-04-06版)

Yield Notes Linked to the Lesser Performing of the CommonStock of The Boeing Company and the S&P 500®Index dueApril 5, 2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security withthe same maturity issued by us. The notes will pay 10.00% per annum interest over the term of the notes, payable at arate of 0.83333% per month.•Investors should be willing to accept the risk of losing a significant portion or all of their principal and be willing to forgodividend payments, in exchange for Interest Payments.•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 priced on April 1, 2026 (the “Pricing Date”) and are expected to settle on or about April 7, 2026.The StrikeValue of each Underlying has been determined by reference to the closing value of that Underlying on March 31,2026 andnotby reference to the closing value of that Underlying on the Pricing Date.•CUSIP: 46660RSF2 Investing in the notes involves a number of risks. See “Risk Factors” beginning on pageS-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-3 of this pricingsupplement.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of 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 of $4.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan ofDistribution (Conflicts of Interest)” in the accompanying product supplement. The estimated value of the notes, when the terms of the notes were set, was $980.00 per $1,000 principal amount note.See “The Estimated Value of the Notes” in this pricing 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. Payment at Maturity: If the Final Value of each Underlying is greater than or equal toits Trigger Value, you will receive a cash payment at maturity,for each $1,000 principal amount note, equal to (a) $1,000plus(b) the Interest Payment applicable to the Maturity Date. Guarantor:JPMorgan Chase & Co. Underlyings:The common stock of The Boeing Company, parvalue $5.00 per share (Bloomberg ticker: BA) (the “ReferenceStock”) and the S&P 500®Index (Bloomberg ticker: SPX) (the“Index”) (each of the Reference Stock and the Index, an“Underlying” and collectively, the “Underlyings”) If the Final Value of either Underlying is less than its TriggerValue, your payment at maturity per $1,000 principal amountnote, in addition to the Interest Payment applicable to theMaturity Date, will be calculated as follows: InterestPayments:You will receive on each Interest PaymentDate for each $1,000 principal amount note an InterestPayment equal to $8.3333 (equivalent to an Interest Rate of10.00% per annum, payable at a rate of 0.83333% per month). $1,000 + ($1,000 × Lesser Performing Underlying Return)If the Final Value of either Underlying is less than its TriggerValue, you will lose more than 40.00% of your principal amountat maturity and could lose all of your principal amount atmaturity. InterestRate:10.00% per annum, payable at a rate of0.83333% per month Trigger Value:With respect to each Underlying, 60.00% of itsStrike Value, which is $119.418 for the Reference Stock and3,917.112 for the Index Lesser Performing Underlying:The Underlying with theLesser Performing Underlying Return Lesser Performing Underlying Return:The lower of the Underlying Return