摩根大通美股招股说明书(2026-04-14版)

JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Accelerated Barrier Notes Linked to theLesser Performing of the State Street®ConsumerDiscretionary Select Sector SPDR®ETF and the S&P500®Index due October 26, 2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, theclosing 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 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 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 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 commissions 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 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. 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 PremiumAmount, payable on the Call Settlement Date. No furtherpayments will be made on the notes. Guarantor:JPMorgan Chase & Co. Underlyings:TheState Street®Consumer Discretionary SelectSector SPDR®ETF (Bloomberg ticker: XLY) (the “Fund”) and theS&P 500®Index (Bloomberg ticker: SPX) (the “Index”) (each ofthe Fund and the Index, an “Underlying” and collectively, the“Underlyings”) 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 thepayment upon an automatic call, the payment upon an automaticcall may be significantly less than the payment at maturity for thesame level of appreciation in the Lesser Performing Underlying. Call Premium Amount:At least $155.00 per $1,000 principalamount note (to be provided in the pricing supplement) Call Value:With respect to each Und