摩根大通美股招股说明书(2026-06-01版)

Capped Buffered Digital Notes Linked to the S&P 500 Futures Excess Return Index due June 30, 2031Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek unleveraged exposure to any appreciation of the S&P 500®FuturesExcess Return Index, which we refer to as the Index, at maturity, subject to a contingent minimum return of at least48.75%, which we refer to as the Contingent Digital Return, and a maximum return of 50.00%.•Investors should be willing to forgo interest payments and be willing to lose up to 85.00% of their principal amount atmaturity. •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 credit •The notes are expected to price on or about June 25, 2026 and are expected to settle on or about June 30, 2026.•CUSIP: 46661AK25 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) 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 $35.50per $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 $954.10 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 supplementand will not be less than $930.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this 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. Payment at Maturity: If the Final Value is greater than or equal to the Initial Value oris less than the Initial Value by up to the Buffer Amount, yourpayment at maturity per $1,000 principal amount note will be Index:The S&P 500®Futures Excess Return Index (Bloombergticker: SPXFP)Contingent Digital Return:At least 48.75% (to be provided inthe pricing supplement) $1,000 + ($1,000 × greater of (a) Contingent Digital Return and(b) Index Return), subject to the Maximum Return Maximum Return:50.00% (corresponding to a maximumpayment at maturity of $1,500.00 per $1,000 principal amountnote) If the Final Value is less than the Initial Value by more than theBuffer Amount, your payment at maturity per $1,000 principal Buffer Amount:15.00%Pricing Date:On or about June 25, 2026Original Issue Date (Settlement Date):On or about June 30,2026 $1,000 + [$1,000 × (Index Return + Buffer Amount)]If the Final Value is less than the Initial Value by more than theBuffer Amount, you will lose some or most of your principal Observation Date*:June 25, 2031 Index Return: Maturity Date*:June 30, 2031 * Subject to postponement in the event of a market disruption event andas described under “General Terms of Notes — Postponement of aDetermination Date — Notes Linked to a Single Underlying — NotesLinked to a Single Underlying (Other Than a Commodity Index)” and Initial Value:The closing level of the Index on the Pricing DateFinal Value:The closing level of the Index on the Observation Supplemental Terms of the Notes The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act, as amended (the“Commodity Exchange Act”).The notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act,commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypothe