摩根大通美股招股说明书(2026-05-15版)

Capped Buffered Return Enhanced Notes Linked to the S&P500®Index due May 18, 2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a return of 1.50timesany appreciation of the S&P 500®Index, up to amaximum return of at least 28.10%, at maturity.•Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principalamount 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.•Minimum investment of $1,000 in denominations of $10 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: 48135A286 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-4 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) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is aninvestment adviser. These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts ofInterest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $9.955 per $10 principal amount note.The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and willnot be less than $9.60 per $10 principal amount note. See “The Estimated Value of the Notes” in this pricing supplementfor 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.Guarantor:JPMorgan Chase & Co.Principal Amount:$10.00 per $10 principal amount noteIndex:The S&P 500®Index (Bloomberg ticker: SPX)Maximum Return:At least 28.10% (corresponding to amaximum payment at maturity of at least $12.81 per $10principal amount note) (to be provided in the pricingsupplement)Upside Leverage Factor:1.50Buffer Amount:10.00%Downside Leverage Factor:An amount equal to 1 / (1 – BufferAmount), which is 1.11111Pricing Date:On or about May 15, 2026Original Issue Date (Settlement Date):On or about May 20,2026Observation Date*:May 15, 2028Maturity Date*:May 18, 2028 Payment at Maturity: If the Final Value is greater than the Initial Value, your paymentat maturity per $10 principal amount note will be calculated asfollows: $10 + ($10 × Index Return × Upside Leverage Factor), subjectto the Maximum Return If the Final Value is equal to the Initial Value or is less than theInitial Value by up to the Buffer Amount, you will receive theprincipal amount of your notes at maturity. If the Final Value is less than the Initial Value by more than theBuffer Amount, your payment at maturity per $10 principalamount note will be calculated as follows: $10 + [$10 × (Index Return + Buffer Amount) × DownsideLeverage Factor] If the Final Value is less than the Initial Value by more than theBuffer Amount, you will lose some or all of your principalamount at maturity. Index 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 a Single Underlying —Notes Linked to a Single Underlying (Other Than a CommodityIndex)” and “General Terms of Notes — Postponement of aPayment Date” in the accompanying product supplement Initial Value:The closing level of the Index on the Pricing DateFinal Value:The closing level of the Index on the ObservationDate Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothetical Index.The “total return” as used in this pricing supplement is the number, expr