摩根大通美股招股说明书(2026-06-08版)

Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-293684 and 333-293684-01 JPMorgan Chase Financial Company LLC Medium-Term Notes, Series A$Autocallable Buffered Enhanced Participation Basket-Linked Notes due 2029Fully and Unconditionally Guaranteed by JPMorgan Chase&Co. The notes will not bear interest.The notes will mature on the stated maturity date (June 20, 2029, subject to adjustment) unless they are automatically called on either of the call observation dates (June23, 2027 and June 15, 2028, respectively, subject to adjustment). Any payment on the notes will be based on the performance of an unequally weighted basket (which we refer to as the basket) consistingof the EURO STOXX 50®Index (40.00% initial weight), the TOPIX®Index (25.00% initial weight), the FTSE®100 Index (17.00% initial weight), the Swiss Market Index (11.00% initial weight) and theS&P/ASX 200 Index (7.00% initial weight). The initial basket level is 100 and the basket closing level on any relevant day will equal thesumof theproducts, as calculated for each basket underlier, of: (i)the closing level on that daydivided bythe initial basket underlier level (set on the trade date)multiplied by(ii) the applicable initial weighted value for such basket underlier. Your notes will be automaticallycalled on a call observation date if the basket closing level on that date is equal to or greater than the call level of 100.00% of the initial basket level, resulting in a payment on the corresponding callpayment date (June 25, 2027 or June 20, 2028, as applicable, subject to adjustment), for each $1,000 principal amount of note, equal to $1,000plustheproductof $1,000timesthe applicable callpremium amount. The call premium amount is expected to be (i) between 8.96% and 10.52% with respect to the first call observation date and (ii) between 17.92% and 21.04% with respect to the secondcall observation date. The return on your notes is capped if your notes are called on a call observation date. The maximum payment you could receive is limited if your notes are called on a callobservation date because of the call premium amounts. If your notes are not automatically called, the amount that you will be paid on your notes on the stated maturity date is based on the performance of the basket as measured from and including the tradedate (on or about June 15, 2026) to and including the determination date (June 15, 2029, subject to adjustment). If the final basket level on the determination date is greater than or equal to the initialbasket level, you will receive a cash payment equal to $1,000plusthe product of (i) $1,000times(ii) the greater of (a) 2.00timesthe basket return (the percentage increase or decrease in the final basketlevel from the initial basket level) and (b) the maturity date premium amount (expected to be between 26.88% and 31.56%) for each $1,000 principal amount note. If the final basket level declines by up to10.00% from the initial basket level, you will receive the principal amount of your notes. If the final basket level declines by more than 10.00% from the initial basket level, the return on your notes will benegative.You could lose your entire investment in the notes. Any payment on the notes is subject to the credit risk of JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), asissuer of the notes, and the credit risk of JPMorgan Chase&Co., as guarantor of the notes. If your notes are not automatically called on either call observation date, to determine your payment at maturity, we will calculate the basket return. On the stated maturity date, for each $1,000 principalamount note, you will receive an amount in cash equal to: if the basket return ispositiveorzero(the final basket level isgreater thanorequal tothe initial basket level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) the greater of (1) theproductof (x) 2.00times(y) the basket return and (2) the maturity date premium amount;if the basket return isnegativebutnot below-10.00% (the final basket level isless thanthe initial basket level but not by more than 10.00%), $1,000; orif the basket return isnegativeand isbelow-10.00% (the final basket level isless thanthe initial basket level by more than 10.00%), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b)approximately 1.1111times(c) thesumof the basket returnplus10.00%. You will receive less than $1,000. A decrease in the level of one or more basket underliers may offset increases in the levels of the other basket underliers. Due to the unequal weightings of the basket underliers, theperformances of the EURO STOXX 50®Index, the TOPIX®Index and the FTSE®100 Index will have a significantly larger impact on your return on the notes than the performance of theSwiss Market Index or the S&P/ASX 200 Index. The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein so that you may better understand the terms an