摩根大通美股招股说明书(2026-07-01版)

Auto Callable Contingent Interest Notes Linked to the LeastPerforming of the S&P 500®Index, the Russell 2000®Indexand the Dow Jones Industrial Average®due July 14, 2031 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 level of each of the S&P 500®Index, the Russell 2000®Index and the Dow Jones Industrial Average®,which we refer to as the Indices, is greater than or equal to 70.00% of its Initial Value, which we refer to as an InterestBarrier.•The notes will be automatically called if the closing level of each Index on any Review Date (other than the first and finalReview Dates) is greater than or equal to its Initial Value.•The earliest date on which an automatic call may be initiated is July 9, 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 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 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•The notes are expected to price on or about July 9, 2026 and are expected to settle on or about July 14, 2026.•CUSIP: 46661CLU8 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,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) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an (3) J.P. Morgan Securities LLC, which we refer to as JPMS, may pay a structuring fee of $6.50 per $1,000 principal amount note withrespect to some or all of the notes to other affiliated or unaffiliated dealers.If the notes priced today, the estimated value of the notes would be approximately $968.50 per $1,000 principal amount note. 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. Indices:The S&P 500®Index (Bloomberg ticker: SPX), theRussell 2000®Index(Bloomberg ticker: RTY) and theDowJones Industrial Average®(Bloomberg ticker: INDU)Contingent InterestPayments:If the notes have not beenautomatically called and the closing level of each Index on anyReview Date is greater than or equal to its Interest Barrier, youwill receive on the applicable Interest Payment Date for each$1,000 principal amount note a Contingent Interest Paymentequal to at least $45.00 (equivalent to a Contingent InterestRate of at least 9.00% per annum, payable at a rate of at least4.50% semiannually) (to be provided in the pricing supplement).If the closing level of any Index on any Review Date is less thanits Interest Barrier, no Contingent Interest Payment will be madewith respect to that Review Date.Contingent InterestRate:At least 9.00% per annum, payableat a rate of at least 4.50% semiannually (to be provided in thepricing supplement)Interest Barrier:With respect to each Index, 70.00% of itsInitial ValueTrigger Value:With respect to each Index, 60.00% of its InitialValuePricing Date:On or about July 9, 2026Original Iss