摩根大通美股招股说明书(2026-06-17版)

•The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, theclosing level of each of the S&P 500®Index, the Russell 2000®Index and the Nasdaq-100 Index®, which we refer to asthe Indices, is at or above its Call Value. •The date on which an automatic call may be initiated is July 1, 2027.•The notes are also designed for investors who seek uncapped, unleveraged exposure to any appreciation of the least performing of the Indices at maturity, if the notes have not been automatically called.•Investors should be willing to forgo interest and dividend payments and be willing to lose a significant portion or all oftheir principal amount at maturity.•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.Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the notes.•Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to theperformance of each of the Indices individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof 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 $10.00 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 $960.00 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 $940.00 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, whollyowned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing level of each Index on the Review Date is greaterthan or equal to its Call Value, the notes will be automatically calledfor a cash payment, for each $1,000 principal amount note, equal Guarantor:JPMorgan Chase & Co. Indices:The S&P 500®Index (Bloomberg ticker: SPX), the Russell2000®Index (Bloomberg ticker: RTY) and theNasdaq-100 Index(Bloomberg ticker: NDX)Call Premium Amount:At least $222.50 per $1,000 principalamount note (to be provided in the pricing supplement) If the notes are automatically called, you will not benefit from thefeature that provides you with a return at maturity equal to theLeast Performing Index Return if the Final Value of each Index isgreater than its Initial Value. Because this feature does not apply Call Value:With respect to each Index, 100.00% of its Initial Value Barrier Amount:With respect to each Index, 60.00% of its Initial Pricing Date:On or about June 30, 2026 Payment at Maturity: Original Issue Date (Settlement Date):On or about July 6, 2026 If the notes have not been automatically called and the Final Valueof each Index is greater than its Initial Value, your payment at Review Date*:July 1, 2027 Call Settlement Date*:July 7, 2027 $1,000 + ($1,000 × Least Performing Index Return) Observation Date*:July 2, 2029 If the notes have not been automatically called and the Final Valueof any Index is equal to or less than its Initial Value but the FinalValue of each Index is greater than or equal to its Barrier Amount, Maturity Date*:July 6, 2029 * Subject to postponement in the event of a market disruption eventand as described under “General Terms of Notes — Postponementof a Determination Date — Notes Linked to Multiple Underlyings” If the notes have not been automatically called and the Final Value