摩根大通美股招股说明书(2026-06-25版)

June, 2026 JPMorgan Chase Financial Company LLCStructured Investments Callable Contingent Interest Notes Linked to the Least Performingof the Dow Jones Industrial Average®, the Nasdaq-100®Technology Sector IndexSMand the Russell 2000®Index due July 6, 2029 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The earliest date on which the notes may be redeemed early is January 5, 2027.●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 notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 riskof JPMorgan Chase & Co., as guarantor of the notes. 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 “SelectedRisk Considerations” beginning on page PS-7 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe 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. If the notes priced today, the estimated value of the notes would be approximately $967.70 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 supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing 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. Early Redemption: We, at our election, may redeem the notes early, in whole butnot in part, on any of the Interest Payment Dates (other thanthe first, second, third, fourth, fifth and final Interest PaymentDates) at a price, for each $1,000 principal amount note,equal to (a) $1,000plus(b) the Contingent Interest Payment,if any, applicable to the immediately preceding Review Date.If we intend to redeem your notes early, we will deliver notice Guarantor:JPMorgan Chase & Co. Indices:The Dow Jones Industrial Average®ticker: INDU), the Nasdaq-100®Technology Sector Index(Bloombergticker:NDXT)and the Russell 2000®(Bloomberg ticker: RTY) (each an “Index” and collectively, the“Indices”)Contingent Interest Payments: If the notes have not been previously redeemed early and the closing level of each Index on any Review Date is greaterthan or equal to its Interest Barrier, you will receive on theapplicable Interest Payment Date for each $1,000 principalamount note a Contingent Interest Payment equal to at least$10.9167 (equivalent to a Contingent Interest Rate of at least Payment at Maturity: If the notes have not been redeemed early and the FinalValue of each Index is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each$1,000 principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment, if any, applicable to the final If the closing level of any Index on any Review Date is lessthan its Interest Barrier, no Contingent Interest Payment willbe made with respect to that Review Date. If the notes have not been redeemed early and the FinalValueof any Index is less than its Trigger Value,yourpayment at maturity per $1,000 principal amount note will be Contingent Interest Rate:At least 13.10% per annum,payable at a rate of at least 1.09167% per month (to beprovided in the pricing supplement) $1,000 + ($1,000 × Least Performing Index Return) If the notes have not been redeemed early and the FinalValue of any Index is less than its Trigger Value, you will losemore than 30.00% of your principal amount at maturity andcould lose all of your principal amount at maturity. Interest Barrier:With respect to each Index, 75.00% of itsInitial Value Trigger Value:With respect to each Index, 70.00% of itsInitial Value LeastPerforming Index:The Index with the LeastPerforming Index Return Pricing Date:On or about June 30, 2026Original Issue Date (Settlement Date):On or about July 6,2026 Least Performing Index Return:The lowest o