摩根大通美股招股说明书(2026-05-28版)

To prospectus dated April 17, 2026,prospectus supplement dated April 17, 2026 andproduct supplement no. 1-I dated April 17, 2026JPMorgan Chase Financial Company LLC$26,587,000Callable Fixed Rate Notes due November 26, 2027Fully and Unconditionally Guaranteed by JPMorgan Chase&Co. GeneralThe notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase&Co.Any payment on the notes is subject to the credit risk of JPMorganFinancial, as issuer of the notes, and the credit risk of JPMorgan Chase&Co., as guarantor of the notes.These notes are designed for an investor who seeks a fixed income investment at an interest rate of 4.25% per annum but who is also willing to accept therisk that the notes will be called prior to the Maturity Date.At our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates specified below.The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. Key Terms JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase&Co.JPMorgan Chase&Co. Issuer:Guarantor:Payment at Maturity: On the Maturity Date, we will pay you the principal amount of your notesplusany accrued and unpaid interest,providedthat your notes are outstanding and have not previously been called on any Redemption Date. Call Feature: On the 28thcalendar day of February May, August and November of each year, beginning on November 28, 2026 andending on August 28, 2027 (each, a “Redemption Date”), we may redeem your notes, in whole but not in part, at a priceequal to the principal amount being redeemedplusany accrued and unpaid interest, subject to the Business DayConvention and the Interest Accrual Convention described below and in the accompanying product supplement.If weintend to redeem your notes, we will deliver notice to The Depository Trust Company on any business day after the OriginalIssue Date that is at least 5 business days before the applicable Redemption Date. Interest: Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principal amount note, wewill pay you interest in arrears on each Interest Payment Date in accordance with the following formula:$1,000 × Interest Rate × Day Count Fraction. The period beginning on and including the Original Issue Date and ending on but excluding the first Interest Payment Date,and each successive period beginning on and including an Interest Payment Date and ending on but excluding the nextsucceeding Interest Payment Date or, if the notes are redeemed prior to that succeeding Interest Payment Date, ending onbut excluding the applicable Redemption Date, subject to the Interest Accrual Convention described below and in theaccompanying product supplement Interest Periods: Interest on the notes will be payable in arrears on May 28, 2027 and the Maturity Date (each, an “Interest Payment Date”),subject to any earlier redemption and the Business Day Convention and Interest Accrual Convention described below andin the accompanying product supplement. Interest Payment Dates: Interest Rate:Pricing Date:Original Issue Date:Maturity Date:Business Day Convention:Interest Accrual Convention:Day Count Convention:CUSIP: 4.25% per annum May 26, 2026 May 28, 2026, subject to the Business Day Convention (Settlement Date) November 26, 2027, subject to the Business Day Convention Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement, “RiskFactors” beginning on page PS-11 of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-3 of thispricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon theaccuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any representation to thecontrary is a criminal offense. (1)The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.(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 of $1.767 per $1,000principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the accompanying productsupplement. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are notobligations of, or guaranteed by, a bank. Additional Terms Specific to the Notes You should read this pricing supplement together with the accompanying prospectus,