摩根大通美股招股说明书(2026-07-02版)

Capped Accelerated Barrier Notes Linked to the iShares®Bitcoin Trust ETF due August 2, 2029 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a return of 1.50timesany appreciation of the iShares®Bitcoin Trust ETF,which we refer to as the Fund, up to a maximum return of at least 144.00%, at maturity.●Investors should be willing to forgo interest payments and be willing to lose a significant portion or all of their principalamount 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.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.●Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the Fundseeks to reflect generally the performance of the price of bitcoin and therefore the notes involve significant risks ininvestments tracking cryptocurrencies.Bitcoin has historically exhibited high price volatility relative to moretraditional asset classes and has experienced extreme volatility in recent periods and may continue to do so,which may increase the volatility of the Fund.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about July 28, 2026 and are expected to settle on or about July 31, 2026.●CUSIP: 46661CMM5 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 $32.50per $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 $942.10 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 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. Payment at Maturity: If the Final Value is greater than the Initial Value, your paymentat maturity per $1,000 principal amount note will be calculatedas follows: Guarantor:JPMorgan Chase & Co. Fund:The iShares®Bitcoin Trust ETF(Bloomberg ticker: IBIT) $1,000 + ($1,000 × Fund Return × Upside Leverage Factor),subject to the Maximum Return Maximum Return:At least 144.00% (corresponding to amaximum payment at maturity of at least $2,440.00 per $1,000principal amount note) (to be provided in the pricingsupplement) If the Final Value is equal to the Initial Value or is less than theInitial Value but greater than or equal to the Barrier Amount,you will receive the principal amount of your notes at maturity. If the Final Value is less than the Barrier Amount, yourpayment at maturity per $1,000 principal amount note will becalculated as follows: Upside Leverage Factor:1.50 Barrier Amount:70.00% of the Initial Value Pricing Date:On or about July 28, 2026 If the Final Value is less than the Barrier Amount, you will losemore than 30.00% of your principal amount at maturity andcould lose all of your principal amount at maturity. Original Issue Date (Settlement Date):On or about July 31,2026 Observation Date*:July 30, 2029 Fund Return: (Final Value – Initial Value)Initial Value Maturity Date*:August 2, 2029 * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Under