摩根大通美股招股说明书(2026-07-09版)

Auto Callable Barrier Notes Linked to the LesserPerforming of the S&P 500®Index and the DowJones Industrial Average®due July 17, 2031Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity for an uncapped, unleveraged exposure to any appreciation as of the applicable Review Date of the lesser performing of the S&P 500®Index and the Dow JonesIndustrial Average®, which we refer to as the Indices, if, on any Review Date (other than the final Review Date), theclosing level of each of the Indices is above 100.00% of its Initial Value, which we refer to as its Upper Call Value.•The notes are also designed for investors who are willing to accept early exit prior to maturity and receive only theprincipal amount of their notes upon an automatic call if, on any Review Date (other than the final Review Date), theclosing level of either of the Indices is at or below its Upper Call Value but the closing level of each of the Indices is at orabove at most 84.00% of its Initial Value, which we refer to as its Lower Call Value.•The earliest date on which an automatic call may be initiated is July 14, 2027.•The notes are also designed for investors who seek an uncapped, unleveraged exposure to any appreciation of thelesser 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.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 14, 2026 and are expected to settle on or about July 17, 2026.•CUSIP: 46661C2K1 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-5 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. (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 $981.30 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 agency and 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. Automatic Call: If the Interim Value of each Index on any Review Date (otherthan the final Review Date) is greater than its Upper Call Value,the notes will be automatically called for a cash payment, foreach $1,000 principal amount note, calculated as follows,payable on the applicable Call Settlement Date: Guarantor:JPMorgan Chase & Co.Indices:The S&P 500®Index (Bloomberg ticker: SPX) andtheDow Jones Industrial Average®(Bloomberg ticker: INDU) $1,000 + ($1,000 × Interim Lesser Performing Index Return) Upper Call Value:With respect to each Index, 100.00% of itsInitial Value If the Interim Value of either Index on any Review Date (otherthan the final Review Date) is less than or equal to its UpperCall Value but the Interim Value of each Index on that ReviewDate is greater than or equal to its Lower Call Value, the noteswill be automatically called for a cash payment, for each $1,000principal amount note, equal to the principal amount, payableon