摩根大通美股招股说明书(2026-07-30版)

Digital Barrier Notes Linked to the Lesser Performingof the Dow Jones Industrial Average®and the S&P500®Index due September 15, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a fixed return of at least 8.77% at maturity if the Final Value of the lesserperforming of the Dow Jones Industrial Average®and the S&P 500®Index, which we refer to as the Indices, is greater thanor equal to 71.00% of its Initial Value, which we refer to as a Barrier Amount.●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principalamount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 credit riskof 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 August 10, 2026 and are expected to settle on or about August 13, 2026.●CUSIP: 46661K2B3 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 “SelectedRisk Considerations” beginning on page PS-3 of this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe 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 the notes.(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 investmentadviser. These broker-dealers will forgo any commissions related to these sales. 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 $991.20 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 supplement andwill not be less than $900.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricingsupplement 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 Dow Jones Industrial Average®(Bloombergticker: INDU) and the S&P 500®Index (Bloomberg ticker:SPX) (each an “Index” and collectively, the “Indices”)Contingent Digital Return:At least 8.77% (to be providedin the pricing supplement)Barrier Amount:With respect to each Index, 71.00% of itsInitial ValuePricing Date:On or about August 10, 2026Original Issue Date (Settlement Date):On or about August13, 2026Observation Date*:September 10, 2027Maturity Date*:September 15, 2027* Subject to postponement in the event of a marketdisruption event as described under “General Terms ofNotes — Postponement of a Determination Date — NotesLinked to Multiple Underlyings” and “General Terms ofNotes — Postponement of a Payment Date” in theaccompanying product supplement Payment at Maturity: If the Final Value of each Index is greater than or equal toits Barrier Amount, your payment at maturity per $1,000principal amount note will be calculated as follows: $1,000 + ($1,000 × Contingent Digital Return) If the Final Value of either Index is less than its BarrierAmount, your payment at maturity per $1,000 principalamount note will be calculated as follows: If the Final Value of either Index is less than its BarrierAmount, you will lose more than 29.00% of your principalamount at maturity and could lose all of your principalamount at maturity. Lesser Performing Index:The Index with the LesserPerforming Index Return Lesser Performing Index Return:The lower of the IndexReturns of the Indices Index Return:With respect to each Index, (Final Value – Initial Value)Initial Value Initial Value:With respect to each Index, the closing levelof that Index on the Pricing Date Final Value:With respect to ea