摩根大通美股招股说明书(2026-05-19版)

Structured Investments Auto Callable Contingent Interest Notes Linked to the LeastPerforming of the Nasdaq-100 Index®, the Russell 2000®Indexand the S&P 500®Index due November 30, 2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes will be automatically called if the closing level of each Index on any Review Date (other than the first, second,third, fourth, fifth and final Review Dates) is greater than or equal to its Initial Value. ●The earliest date on which an automatic call may be initiated is November 27, 2026.●Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that noContingent Interest Payment may be made with respect to some or all Review Dates.●Investors should also be willing to forgo fixed interest and dividend payments, in exchange for the opportunity to receiveContingent Interest Payments.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as 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 credit risk 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-5 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. from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $26.50 per $1,000 principal amount 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 $952.50 per $1,000 principal amount note. 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 pricing 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. Automatic Call: If the closing level of each Index on any Review Date (otherthan the first, second, third, fourth, fifth and final ReviewDates) is greater than or equal to its Initial Value, the noteswill be automatically called for a cash payment, for each$1,000 principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment applicable to that Review Date, Guarantor:JPMorgan Chase & Co. Indices:The Nasdaq-100 Index®the Russell 2000® Index (Bloomberg ticker: RTY) and theS&P 500®Index (Bloomberg ticker: SPX) (each an “Index” and collectively, the “Indices”) Contingent Interest Payments: If the notes have not been automatically called and theclosing level of each Index on any Review Date is greaterthan or equal to its Interest Barrier, you will receive on theapplicable Interest Payment Date for each $1,000 principalamount note a Contingent Interest Payment equal to between$7.7083 and $9.375 (equivalent to a Contingent Interest Rate Payment at Maturity: If the notes have not been automatically called and the FinalValue of each Index is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each$1,000 principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment, if any, applicable to the final If the notes have not been automatically called and the FinalValue of any Index is less than its Trigger Value, yourpayment at maturity per $1,000 principal amount note will be If the closing level of any Index on any Review Date is lessthan its Interest Barrier, no Contingent Interest Payment willbe made with respect to that Review Date. $1,000 + ($1,000 × Least Performing Index Return) Contingent Interest Rate:Between 9.25% and 11.25% perannum, payable at a rate of between 0.77083% and 0.9375%per month (to be provided in the pricing supplement) If the notes have not been automatically called and the FinalValue of any Index is less than its Trigger Value, you will losemore than 30.00% of your principal amount at maturity and Interest Barrier:With respect to each Index, 80.00% of itsInitial Value Least Performing Index:The Index with the LeastPerforming Index Return Trigg