摩根大通美股招股说明书(2026-04-14版)

Discretionary Select Sector SPDR®ETF and the S&P 500®Index due October 26, 2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. closing value of each of the State Street®Consumer Discretionary Select Sector SPDR®ETF and the S&P 500®Index,which we refer to as the Underlyings, is at or above its Call Value.●The date on which an automatic call may be initiated is April 27, 2027.●The notes are also designed for investors who seek an uncapped return of 1.20timesany appreciation of the lesserperforming of the Underlyings at maturity, if the notes have not been automatically called.●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 credit ●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 are expected to price on or about April 21, 2026 and are expected to settle on or about April 24, 2026.●CUSIP: 46660T4U1 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 $27.00 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 $960.90 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 supplementand will not be less than $900.00 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. Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing value of each Underlying on the Review Date isgreater than or equal to its Call Value, the notes will beautomatically called for a cash payment, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Call Premium Guarantor:JPMorgan Chase & Co. Underlyings:TheState Street®Consumer Discretionary SelectSector SPDR®ETF (Bloomberg ticker: XLY) (the “Fund”) and the S&P 500®Index (Bloomberg ticker: SPX) (the “Index”) (each of the Fund and the Index, an “Underlying” and collectively, the“Underlyings”)Call Premium Amount:At least $155.00 per $1,000 principalamount note (to be provided in the pricing supplement) If the notes are automatically called, you will not benefit from theUpside Leverage Factor that applies to the payment at maturity ifthe Final Value of each Underlying is greater than its Initial Value.Because the Upside Leverage Factor does not apply to the Call Value:With respect to each Underlying, 100.00% of its InitialValue Payment at Maturity: If the notes have not been automatically called and the Final Valueof each Underlying is greater than its Initial Value, your payment atmaturity per $1,000 principal amount note will be calculated as Upside Leverage Factor:1.20 Barrier Amount:With respect to each Underlying, 75.00% of itsInitial Value $1,000 + ($1,000 × Lesser Performing Underlying Return × UpsideLeverage Factor) Pricing Date:On or about April 21, 2026 If the notes have not been automatically called and the Final Valueof either Underlying is equal to or less than its Initial Value but theFinal Value of each Underlying is greater than or eq