摩根大通美股招股说明书(2026-05-18版)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, theclosing price of one share of the Reference Stock is at or above the Call Value. •The date on which an automatic call may be initiated is May 26, 2027.•The notes are also designed for investors who seek an uncapped return of 1.50timesany appreciation of the ReferenceStock at maturity, if the notes have not been automatically called. •Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all oftheir principal amount at maturity. 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 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, (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 sellingcommissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $20.00 per$1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. (3) JPMS may pay a structuring fee of $6.50 per $1,000 principal amount note with respect to some or all of the notes to other affiliatedor unaffiliated dealers. If the notes priced today, the estimated value of the notes would be approximately $958.90 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 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 Automatic Call: Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. If the closing price of one share of the Reference Stock on theReview Date is greater than or equal to the Call Value, the notes willbe automatically called for a cash payment, for each $1,000 principal Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Advanced MicroDevices, Inc., par value $0.01 per share (Bloomberg ticker: Call Premium Amount:At least $402.50 per $1,000 principalamount note (to be provided in the pricing supplement) If the notes are automatically called, you will not benefit from theUpside Leverage Factor that applies to the payment at maturity if theFinal Value is greater than the Initial Value. Because the UpsideLeverage Factor does not apply to the payment upon an automatic Call Value:100.00% of the Initial Value Upside Leverage Factor:1.50 Barrier Amount:50.00% of the Initial Value Pricing Date:On or about May 20, 2026 Original Issue Date (Settlement Date):On or about May 26, Payment at Maturity: If the notes have not been automatically called and the Final Value isgreater than the Initial Value, your payment at maturity per $1,000 Review Date*:May 26, 2027 Call Settlement Date*:June 1, 2027 $1,000 + ($1,000 × Stock Return × Upside Leverage Factor)If the notes have not been automatically called and the Final Value isequal to the Initial Value or is less than the Initial Value but greater Observation Date*:May 21, 2029 Maturity Date*:May 24, 2029 *Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Underlying — Notes Linked to a Single Underlying (OtherThan a Commodity Index)” and “General Terms of Notes —Postponement of a Payment Date” in the accompanying product If the notes have not been automatically called and the Final Value isless than the Barrier Amount, your payment at maturity per $1,000 $1,000 + ($1,000 × Stock Return) If the notes have not been automatically called and the Final Value isless than the Barrier Amount, you will lose more than 50.00% of your Stock Return: Initial Value Initial Value:The closing price of one share of the Reference Stock Final Value:The closing price of one share of the Reference Stock Stock Adjustment Factor:The Stock Adjustment Factor isreferenced in determining the closing price of one share of theReference Stock and is set equal to 1.0 on the Pricing Date. TheStock Adjustment Factor is subject to adjustment upon the Hypothetical Payout Profile Call Premium Amount The Call Premium Amount per $1,000 principal amount note if the notes are a