摩根大通美股招股说明书(2026-05-01版)

Callable Contingent Interest Notes Linked to the Lesser Performing of the Nasdaq-100 Index®and the S&P 500®due May 16, 2030 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 for whichthe closing level of each of the Nasdaq-100 Index®and the S&P 500®Index, which we refer to as the Indices, is greater than or equal to 80.00% of its Initial Value, which we refer to as an Interest Barrier. ●If the closing level of each Index is greater than or equal to its Interest Barrier on any Review Date, investors will receive, inaddition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid Contingent InterestPayments 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 (other thanthe first, second, third, fourth, fifth and final Interest Payment Dates).●The earliest date on which the notes may be redeemed early is November 18, 2026.●Investors should be willing to accept the risk of losing up to 80.00% of their principal and the risk that no Contingent 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 to as 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-7 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. from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $5.00 per $1,000 principal amount note. See “Planof Distribution (Conflicts of Interest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $979.90 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 pricing Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of 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 thanthe first, second, third, fourth, fifth and final Interest PaymentDates) at a price, for each $1,000 principal amount note,equal to (a) $1,000plus(b) the Contingent Interest Payment,if any, applicable to the immediately preceding Review Date Guarantor:JPMorgan Chase & Co. Indices:The Nasdaq-100 Index®and the S&P 500® Index (Bloomberg ticker: SPX) (each an“Index” and collectively, the “Indices”) plus(c) if the Contingent Interest Payment applicable to theimmediatelypreceding Review Date is payable,anypreviously unpaid Contingent Interest Payments for any priorReview Dates. If we intend to redeem your notes early, we Contingent Interest Payments:If the notes have not been previously redeemed early and theclosing level of each Index on any Review Date is greaterthan or equal to its Interest Barrier, you will receive on theapplicable Interest Payment Date for each $1,000 principalamount note a Contingent Interest Payment equal to at least$6.625 (equivalent to a Contingent Interest Rate of at least Payment at Maturity: If the notes have not been redeemed early and the FinalValue of each Index is greater than or equal to its BufferThreshold, you will receive a cash payment at maturity, foreach $1,000 principal amount note, equal to (a) $1,000plus(b) the Contingent Interest Payment applicable to the finalReviewDate plus(c)any previously unpaid Contingent If the Contingent Interest Payment is not paid on any InterestPayment Date, that unpaid Contingent Interest Payment willbe paid on a later Interest Payment Date if the closing level ofeach Indexon the Review Date related to that later InterestPayment Date is greater than or equal to its Interest Barrier.You will not receive any unpaid Contingent Interest Payments If the notes have not been redeemed early and the FinalValue of either Index is less than its Buffer Threshold, yourpayment at maturity per $1,000 principal amount note will be ContingentInterest