摩根大通美股招股说明书(2026-06-16版)

Auto Callable Contingent Interest Notes Linked to the LeastPerforming of the Common Stock of Micron Technology, Inc.,the Class A Common Stock of Strategy Inc and the Class A 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 price of one share of each of the Reference Stocks is greater than or equal to 70.00% of its InitialValue, which we refer to as an Interest Barrier.•The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date(other than the first through eleventh 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 June 28, 2027.•Investors should be willing to accept the risk that no Contingent Interest Payment may be made with respect to some orall Review Dates, while seeking full repayment of principal at maturity.•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 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 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-6 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,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 sellingcommissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $38.00 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 $910.00 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 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. *This preliminary pricing supplement amends and restates and supersedes the original preliminary pricing supplement relatedhereto dated June 10, 2026 to product supplement no. 3-I in its entirety (the original preliminary pricing supplement is available onthe SEC website at https://www.sec.gov/Archives/edgar/data/19617/000121390026067189/ea0294303-01_424b2.htm). Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co.Guarantor:JPMorgan Chase & Co.Reference Stocks:As specified under “Key Terms Relating tothe Reference Stocks” in this pricing supplementContingent InterestPayments:If the notes have not beenautomatically called and the closing price of one share of eachReference Stock on any Review Date is greater than or equal toits Interest Barrier, you will receive on the applicable InterestPayment Date for each $1,000 principal amount note aContingent Interest Payment equal to at least $14.5833(equivalent to a Contingent Interest Rate of at least 17.50% perannum, payable at a rate of at least 1.45833% per month) (tobe provided in the pricing supplement).If the closing price of one share of any Reference Stock on anyReview Date is less than its Interest Barrier, no ContingentInterest Payment will be made with respect to that Review Date.Contingent InterestRate:At least 17.50% per annum, payableat a rate of at least 1.45833% per month (to be provided in thepricing supplement)Interest Barrier:With respect to each Reference Stock, If the closing price of one share of each Reference Stock onany Review Date (other than the first through eleventh and finalReview Dates) is greater than or equal to its Initial Value, thenotes will be automatically called for a cash payment, for each$1,000 principal amount note, equal to (a) $1,000plus(b) the Payment at Maturity: If the notes have not been automatically called, you will receivea cash payment at matu