摩根大通美股招股说明书(2026-07-10版)

Capped Accelerated Barrier Notes Linked to the CommonStock of Enphase Energy, Inc. due January 11, 2029 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a return of 2.50timesany appreciation of the Reference Stock, up to amaximum return of at least 283.50%, at maturity.•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.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about July 9, 2026 (the “Pricing Date”) and are expected to settle on or about July14, 2026.The Strike Value has been determined by reference to the closing price of one share of the ReferenceStock on July 8, 2026 andnotby reference to the closing price of one share of the Reference Stock on thePricing Date.•CUSIP:46661CQB5 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,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 $4.00 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 $950.00 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 $930.00 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. Payment at Maturity: If the Final Value is greater than the Strike Value, your paymentat maturity per $1,000 principal amount note will be calculatedas follows: Reference Stock:The common stock of Enphase Energy, Inc.,par value $0.00001 per share (Bloomberg ticker: ENPH). Werefer to Enphase Energy, Inc. as “Enphase.” $1,000 + ($1,000 × Stock Return × Upside Leverage Factor),subject to the Maximum Return Maximum Return:At least 283.50% (corresponding to amaximum payment at maturity of at least $3,835.00 per $1,000principal amount note) (to be provided in the pricingsupplement) If the Final Value is equal to the Strike Value or is less than theStrike 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, your paymentat maturity per $1,000 principal amount note will be calculatedas follows: Upside Leverage Factor:2.50 Strike Date:July 8, 2026 $1,000 + ($1,000 × Stock Return) Pricing Date:On or about July 9, 2026 If the Final Value is less than the Barrier Amount, you will losemore than 20.00% of your principal amount at maturity andcould lose all of your principal amount at maturity. Original Issue Date (Settlement Date):On or about July 14,2026 Observation Date*:January 8, 2029 Maturity Date*:January 11, 2029 Stock Return: * 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 a Single Underlying —Notes Linked to a Single Underlying (Other Than a CommodityIndex)” and “General Terms of Notes — Postponement of aPayment Date” in the accompanying product supplement or earlyacceleration in the event of an acceleration event as d