摩根大通美股招股说明书(2026-06-04版)

JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Contingent Interest Notes Linked to the LeastPerforming of the Nasdaq-100®Technology Sector IndexSM,the ARK Innovation ETF and the State Street®Energy SelectSector SPDR®ETF due December 16, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a Contingent Interest Payment with respect to each Review Date forwhich the closing value of each of the Nasdaq-100®Technology Sector IndexSM, the ARK Innovation ETF and the StateStreet®Energy Select Sector SPDR®ETF, which we refer to as the Underlyings, is greater than or equal to 50.00% of itsInitial Value, which we refer to as an Interest Barrier.•The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first,second 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 September 11, 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 ARK Innovation ETF is actively managed and is subject to additional risks. Unlike a passively managedfund, an actively managed fund does not attempt to track an index or other benchmark, and the investmentdecisions for an actively managed fund are instead made by its investment adviser.See “Selected RiskConsiderations — Risks Relating to the Underlyings — An Investment in the Notes Is Subject to Risks Associated withActively Managed Funds with Respect to the ARK Innovation ETF” in this pricing supplement for more information.•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.•Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to theperformance of each of the Underlyings individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about June 11, 2026 and are expected to settle on or about June 16, 2026.•CUSIP: 46661ASH4 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-5 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 topublic of the notes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of theselling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these sellingcommissions exceed $5.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $975.90 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 supplementand will not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in thispricing supplement 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.Guarantor:JPMorgan Chase & Co.Underlyings:The Nasdaq-100®Technology Sector IndexSM(Bloomberg ticker: NDXT) (the “Index”) and the ARK InnovationETF (Bloomberg ticker: ARKK) and the State Street®EnergySelect Sector SPDR®ETF (Bloomberg ticker: XLE) (each of theARK Innovation ETF and the State Street®Energy SelectSector SPDR®ETF, a “Fund” and collectively, the “Funds”)(each of the Index and the Funds, an “Underlying” andcollectiv