摩根大通美股招股说明书(2026-08-05版)

JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Buffered Return Enhanced Notes Linkedto the Lesser Performing of the Russell 2000®Indexand the iShares®MSCI Emerging Markets ETF dueFebruary 10, 2028 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, theclosing value of each of the Russell 2000®Index and the iShares®MSCI Emerging Markets ETF, which we refer to asthe Underlyings, is at or above its Call Value.•The date on which an automatic call may be initiated is August 13, 2027.•The notes are also designed for investors who seek an uncapped return of 1.50timesany appreciation of the lesserperforming of the Underlyings 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 up to 90.00% 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.•Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to theperformance of each of the Underlyings individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about August 7, 2026 and are expected to settle on or about August 12, 2026.•CUSIP: 46661KDL9 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 selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $7.50 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 $988.00 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 $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, whollyowned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing value of each Underlying on the Review Date isgreater than or equal to its Call Value, the notes will beautomatically called for a cash payment, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Call PremiumAmount, payable on the Call Settlement Date. No furtherpayments will be made on the notes. Guarantor:JPMorgan Chase & Co. Underlyings:The Russell 2000®Index (Bloomberg ticker: RTY)(the “Index”) and the iShares®MSCI Emerging Markets ETF(Bloomberg ticker: EEM) (the “Fund”) (each of the Index and theFund, an “Underlying” and collectively, the “Underlyings”) If the notes are automatically called, you will not benefit from theUpside Leverage Factor that applies to the payment at maturity ifthe Final Value of each Underlying is greater than its Initial Value.Because the Upside Leverage Factor does not apply to thepayment upon an automatic call, the payment upon an automaticcall may be significantly less than the payment at maturity for thesame level of appreciation in the Lesser Performing Underlying. Call Premium Amount:At least $251.50 per $1,000 principalamount note (to be provided in the pricing supplement) Call Value:With respect to each Underlying, 100.00% of its InitialValue Payment at Maturity: Upside Leverage Factor:1.50 If the notes have not been automatically calle