摩根大通美股招股说明书(2026-08-04版)

Capped Notes Linked to the Least Performing of the Nasdaq-100 Index®, the Dow Jones Industrial Average®and theRussell 2000®Index due August 5, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek exposure to any appreciation of the least performing of the Nasdaq-100Index®, the Dow Jones Industrial Average®and the Russell 2000®Index, which we refer to as the Indices, over the termof the notes up to a maximum return of 75.25% at maturity. ●Investors should be willing to forgo interest and dividend payments, while seeking full repayment of principal 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 Indices. Payments on the notes are linked to theperformance of each of the Indices individually, as described below.●Minimum denominations of $1,000 and integral multiples thereof●The notes priced on July 31, 2026 and are expected to settle on or about August 5, 2026.●CUSIP: 46661CKB1 Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanyingprospectus supplement, “Risk Factors” beginning on page PS-12 of the accompanying product supplement and“Selected Risk Considerations” beginning on page PS-3 of this pricing supplement. 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 and prospectus. Any representation to the contrary is a criminal 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. These selling commissions will vary and will be up to $11.25per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. The estimated value of the notes, when the terms of the notes were set, was $963.90 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 agencyand are not obligations of, or guaranteed by, a bank. Key Terms Payment at Maturity: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. At maturity, you will receive a cash payment, for each $1,000principal amount note, of $1,000plusthe Additional Amount,which may be zero and will not be greater than the MaximumAmount. Guarantor:JPMorgan Chase & Co. Indices:The Nasdaq-100 Index®(Bloomberg ticker: NDX), theDow Jones Industrial Average®(Bloomberg ticker: INDU) andthe Russell 2000®Index (Bloomberg ticker: RTY) You are entitled to repayment of principal in full at maturity,subject to the credit risks of JPMorgan Financial and JPMorganChase & Co. Participation Rate:150.00% Maximum Amount:$752.50 per $1,000 principal amount note The Additional Amount payable at maturity per $1,000 principalamount note will equal: Pricing Date:July 31, 2026 Original Issue Date (Settlement Date):August 5, 2026 $1,000 × Least Performing Index Return × Participation Rate, Observation Date*:July 31, 2031 provided that the Additional Amount will not be less than zero orgreater than the Maximum Amount. Maturity Date*:August 5, 2031 Least Performing Index:The Index with the Least PerformingIndex Return * Subject to postponement in the event of a market disruption eventand as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings”and “General Terms of Notes — Postponement of a Payment Date”in the accompanying product supplement Least Performing Index Return:The lowest of the IndexReturns of the Indices Index Return: With respect to each Index, Initial Value:With respect to each Index, the closing level ofthat Index on the Pricing Date, which was 28,274.20 for theNasdaq-100 Index®, 52,485.03 for the Dow Jones IndustrialAverage®and 2,931.339 for the Russell 2000®Index Final Value:With respect to each Index, the closing level ofthat Index on the Observation Date Hypothetical Payout Profile The following table and graph illustrate the hypothetical payme