摩根大通美股招股说明书(2026-05-06版)

Capped Dual Directional Buffered Equity Notes Linkedto the Least Performing of the Dow Jones IndustrialAverage®, the Nasdaq-100 Index®and the S&P 500®Index due June 21, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a capped, unleveraged exposure to any appreciation (with a MaximumUpside Return of at least 6.00%), or a capped, unleveraged return equal to the absolute value of any depreciation (up to theBuffer Amount of 25.00%), of the least performing of the Dow Jones Industrial Average®, the Nasdaq-100 Index®and theS&P 500®Index, which we refer to as the Indices, at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 75.00% of their principalamount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 riskof 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 are expected to price on or about May 15, 2026 and are expected to settle on or about May 20, 2026.●CUSIP: 46660TST8 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 “SelectedRisk Considerations” beginning on page PS-4 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe 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 the notes.(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 itreceives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $7.25 per $1,000 principalamount 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 $989.00 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 supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricingsupplement 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. Payment at Maturity: If the Final Value of each Index is greater than its InitialValue, your payment at maturity per $1,000 principalamount note will be calculated as follows: Guarantor:JPMorgan Chase & Co. Indices:The Dow Jones Industrial Average®(Bloombergticker: INDU), the Nasdaq-100 Index®(Bloomberg ticker:NDX) and the S&P 500®Index (Bloomberg ticker: SPX)(each an “Index” and collectively, the “Indices”) $1,000 + ($1,000 × Least Performing Index Return), subjectto the Maximum Upside Return If (i) the Final Value of one or more Indices is greater thanits Initial Value and the Final Value of the other Index orIndices is equal to its Initial Value or is less than its InitialValue by up to the Buffer Amount or (ii) the Final Value ofeach Index is equal to its Initial Value or is less than itsInitial Value by up to the Buffer Amount, your payment atmaturity per $1,000 principal amount note will be calculatedas follows: Maximum Upside Return:At least 6.00% (corresponding toa maximum payment at maturity of at least $1,060.00 per$1,000 principal amount note if the Least Performing IndexReturn is positive) (to be provided in the pricing supplement) Buffer Amount:25.00% Pricing Date:On or about May 15, 2026 Original Issue Date (Settlement Date):On or about May20, 2026 $1,000 + ($1,000 × Absolute Index Return of the LeastPerforming Index) Observation Date*:June 15, 2027 This payout formula results in an effective cap of 25.00% onyour return at maturity if the Least Performing Index Returnis negative. Under these limited ci