摩根大通美股招股说明书(2026-05-20版)

Review Notes Linked to the MerQube US Tech+ VolAdvantage Index due June 2, 2031 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 any Review Date, the closinglevel of the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index, is at or above the Call Value.●The earliest date on which an automatic call may be initiated is June 3, 2027.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principalamount at maturity.●The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM, Series1 (the “QQQ Fund”) is subject to a notional financing cost.These deductions will offset any appreciation of thecomponents of the Index, will heighten any depreciation of those components and will generally be a drag on theperformance of the Index.The Index will trail the performance of an identical index without such deductions.See“Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will Include a6.0% per Annum Daily Deduction” and “Selected Risk Considerations — Risks Relating to the Notes Generally —The Level of the Index Will Include the Deduction of a Notional Financing Cost” in this pricing supplement.●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.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about May 28, 2026 and are expected to settle on or about June 2, 2026.●CUSIP: 46661ABW9 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, “RiskFactors” beginning on page US-4 of the accompanying underlying supplement and “Selected Risk 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. (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 it receivesfrom us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $41.50 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 $905.30 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 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. Automatic Call: If the closing level of the Index on any Review Date is greaterthan or equal to the Call Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amountnote, equal to (a) $1,000plus(b) the Call Premium Amountapplicable to that Review Date, payable on the applicable CallSettlement Date. No further payments will be made on thenotes. Guarantor:JPMorgan Chase & Co. Index:The MerQube US Tech+ Vol Advantage Index(Bloomberg ticker: MQUSTVA).The level of the Index reflects adeduction of 6.0% per annum that accrues daily, and theperformance of the QQQ Fund is subject to a notional financingcost that accrues daily. Payment at Maturity: Call Premium Amount:The Call Premium Amount with respectto each Review Date is set forth below: If the notes have not been automatically called and the FinalValue is less than the Initial Value by up to the Buffer Amount,you will receive the principal amount of your notes at maturity. ●first Review Date:at least 24.00% × $1,000●second Review Date:at least 48.00% × $1,000●third Review Date:at least 72.00% × $1,000●fourth Review Date:at least 96.00% × $1,000●final Review Date:at least 120.00% × $1,000 If the notes have n