摩根大通美股招股说明书(2026-04-09版)

●The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, theclosing level of the S&P 500®Index, which we refer to as the Index, is at or above the Call Value. ●The date on which an automatic call may be initiated is April 12, 2027. ●The notes are also designed for investors who seek uncapped, unleveraged exposure to any appreciation of the Index atmaturity or a capped, unleveraged return equal to the absolute value of any depreciation of the Index at maturity (up to20.00%) if the Final Value is greater than or equal to 80.00% of the Strike Value, which we refer to as the Barrier ●Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all of ●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 ●CUSIP: 46660RYN8 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 pricing 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 a (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 $3.50 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 $981.20 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 $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this 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. Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023,the prospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Supplemental Terms of the Notes Any values of the Index, 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. Notwithstanding Hypothetical Payout Profile Call Premium Amount Payment at Maturity If the Notes Have Not Been Automatically Called The following table illustrates the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index if thenotes have not been automatically called. The “total return” as used in this pricing supplement is the number, expressed as a ●a Strike Value of 100.00; and ●a Barrier Amount of 80.00 (equal to 80.00% of the hypothetical Strike Value). The hypothetical Strike Value of 100.00 has been chosen for illustrative purposes only and does not represent the actual Strike Value.The actual Strike Value is the closing level of the Index on the Strike Date and is specified under “Key Terms — Strike Value” in this Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be theactual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table have How the Notes Work Upside Scenario If Automatic Call: If the closing level of the Index on the Review Date is greater than or equal to the Call Value, the notes will be automatically called andinvestors will receive on the Call Settlement Date the $1,000 principal amountplusthe Call Premium Amount of at least $112.00. No ●Assuming a hypothetical Call Premium Amount of $112.00, if the closing level of the Inde