摩根大通美股招股说明书(2026-05-04版)

JPMorgan Chase Financial Company LLC Uncapped Buffered Return Enhanced Notes Linkedto the S&P 500®Futures Excess Return Index dueMay 9, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of at least 1.95 times any appreciation of the S&P500®Futures Excess Return Index, at maturity.●Investors should be willing to forgo interest payments and be willing to lose up to80.00% of their principal amount atmaturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we referto as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Any ●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about May 6, 2026 and are expected to settle on or about May 11, 2026.●CUSIP: 46660TS43 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 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, it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $8.00 per $1,000 principalamount 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 $970.00 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 $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this 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. Buffer Amount:20.00% Pricing Date:On or about May 6, 2026 Observation Date*:May 6, 2031 Maturity Date*:May 9, 2031 * Subject to postponement in the event of a market disruptionevent as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to a (Final Value – Initial Value)Initial Value Initial Value:The closing level of the Index on the Pricing DateFinal Value:The closing level of the Index on the Observation Supplemental Terms of the Notes The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act, as amended (the“Commodity Exchange Act”).The notes are offered pursuant to an exemption from regulation under the Commodity ExchangeAct, commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypotheticalIndex. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing ●an Initial Value of 100.00;●an Upside Leverage Factor of 1.95; and The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actualInitial Value. The actual Initial Value will be the closing level of the Index on the Pricing Date and will be provided in the pricing Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be theactual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and The following graph demonstrates the hypothetical payments at maturity on the notes for a sub-set of Index Returns detailed inthe table above (-50% to 50%). There can be no assurance that the performance of the Index will result in the return of any of your How the Notes Work Upside Scenario: If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amountplusa return equal to ●Assuming a hypothetical Upside Leverage Factor of 1.95, if the closing level of the Index increases 10.00%, investors willreceive at maturity a return of 19.50%, or $1,195.00 per $1,000 principal amount note. Par Scenario: If the Final Value is equal to the Initial Value or is less than the Initial Value by up to the Buffer Amount of 20.00%, investors will Downside Scenario: If the Final Value is less than the Initial Value by more than the Buffer Amount of 20.00%, investors will lose 1% of the principalamount of their notes for eve