摩根大通美股招股说明书(2026-04-20版)

Alerian MLP Index®* ETNs due January 28, 2044*with payment at maturity or upon early repurchase or redemption based on the VWAP level of the Index and with coupons based on cash distributions on the components of the IndexFully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The return on the notes is linked to the performance of the Alerian MLP Index®, which we refer to as the Index, asmeasured by its VWAP level, and to cash distributions on its components:●The notes may pay a variable quarterly coupon based on cash distributions on the components of the Index, subject to the deduction of an investor fee of 0.85% per annum that accrues each day. If cash distributions on thecomponents of the Index are less than the investor fee accrued, the shortfall will be carried forward and offsetagainst future coupon payments.You are not guaranteed any coupon payments.●The payment on the notes at maturity or upon early repurchase or redemption is based on the VWAP level of theIndex over a five-day Measurement Period, together with any coupon payment, subject to the deduction of anyremaining investor fee shortfall. The VWAP level reflects the volume-weighted average prices of the componentsof the Index.You may lose some or all of your initial investment at maturity or upon early repurchase orredemption. 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-4 of the accompanying product supplement and“Selected Risk Considerations” beginning on page PS-9 of this pricing supplement.The notes may not be suitable for all investors and should be used only by investors with the sophistication and knowledge necessary to understand the risks inherent in the Index and investments in MLPs generally. Investorsshould consult with their broker or financial advisor when making an investment decision and to evaluate theirinvestment in the notes.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanyingproduct supplement, prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.The notes may be offered and sold from time to time, at our sole discretion, through J.P. Morgan Securities LLC, which werefer to as JPMS, at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices thatmay vary from the Intraday Intrinsic Note Value. However, we are under no obligation to issue additional notes or sell anynotes or additional notes at any time. If we limit, restrict or stop sales of the notes or any additional notes, or if wesubsequently resume sales of the notes or any additional notes, the liquidity and trading price of the notes in the secondarymarket could be materially and adversely affected. We will receive proceeds equal to 100% of the offering price of anyremaining or additional notes that are sold. See “Supplemental Plan of Distribution” in this pricing supplement.JPMS will not receive selling commissions in connection with sales of the notes. JPMS will be entitled to receive the aggregate profits generated from the deduction of the investor fee to cover license fees and other costs related to the notesand as projected profits for managing our hedge and a structuring fee for developing the notes. See “Supplemental Plan ofDistribution” in this pricing supplement.The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank. †$104,000,000, $505,372,790 and $104,000,000 aggregate principal amount of notes were issued on January 30, 2024, May13, 2024 and May 15, 2024, respectively. Key Terms Issuer:JPMorgan Chase Financial Company LLC, adirect, wholly owned finance subsidiary of JPMorganChase & Co. Issuer Redemption: On any Business Day on or after July 26, 2024, we may,in our sole discretion, redeem the notes, in whole or inpart. If we exercise our right to redeem your notes priorto maturity, for each note that is redeemed, you willreceive on the Redemption Settlement Date a cashpayment equal to the Closing Intrinsic Note Valuedetermined over the Measurement Period with respect tothe Redemption Valuation Date. If that amount is lessthan or equal to zero, the payment upon early redemptionwill be $0. Guarantor:JPMorgan Chase & Co. Principal Amount*:$26.00 per note, which is equal tothe Initial VWAP Leveldividedbyten, rounded to thenearest cent Index:The return on the notes is linked to theperformance of the Alerian MLP Index®(Bloombergticker: AMZ), which we refer to as the Index, asmeasured by its VWAP level, and to cash distributions onits components. See “— Terms Relating to ClosingIntrinsic Note Value — VWAP Level” below. Weekly Repurch