摩根大通美股招股说明书(2026-07-28版)

Callable Contingent Interest Notes Linked to the CommonStock of American Airlines Group Inc. due August 3, 2028 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 price of one share of the Reference Stock is greater than or equal to 40.00% of the Initial Value, whichwe refer to as the Interest Barrier. •If the closing price of one share of the Reference Stock is greater than or equal to the Interest Barrier on any ReviewDate, investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, anypreviously unpaid Contingent Interest Payments for prior Review Dates.•The notes may be redeemed early, in whole but not in part, at our option on any of the Interest Payment Dates (otherthan the first through fifth and final Interest Payment Dates).•The earliest date on which the notes may be redeemed early is February 4, 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.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about July 31, 2026 and are expected to settle on or about August 5, 2026.•CUSIP: 46661KXU7 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,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. These selling commissions will be up to $17.50 per $1,000principal amount note. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of up to $1.00 per $1,000principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $960.00 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 $940.00 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. Early Redemption: We, at our election, may redeem the notes early, in whole butnot in part, on any of the Interest Payment Dates (other than thefirst through fifth and final Interest Payment Dates) at a price,for each $1,000 principal amount note, equal to (a) $1,000plus(b) the Contingent Interest Payment, if any, applicable to theimmediately preceding Review Dateplus(c) if the ContingentInterest Payment applicable to the immediately precedingReview Date is payable, any previously unpaid ContingentInterest Payments for any prior Review Dates. If we intend toredeem your notes early, we will deliver notice to TheDepository Trust Company, or DTC, at least three businessdays before the applicable Interest Payment Date on which thenotes are redeemed early. Reference Stock:The common stock of American AirlinesGroup Inc., par value $0.01 per share (Bloomberg ticker: AAL).We refer to American Airlines Group Inc. as “American Airlines.” Contingent I