摩根大通美股招股说明书(2026-05-12版)

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 each of the Reference Stocks is greater than or equal to 50.00% of its InitialValue, which we refer to as an Interest Barrier.●If the closing price of one share of each Reference Stock is greater than or equal to its 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 November 27, 2026.●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. 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. In no event will these selling commissions exceed $27.00 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 $880.70 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 $850.00 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.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 preceding the Reference Stocks” in this pricing supplement Contingent InterestPayments:If the notes have not beenpreviously redeemed early and the closing price of one share ofeach Reference Stock on any Review Date is greater than orequal to its Interest Barrier, you will receive on the applicableInterest Payment Date for each $1,000 principal amount note aContingent Interest Payment equal to at least $24.7083(equivalent to a Contingent Interest Rate of at least 29.65% per Payment at Maturity: If the Contingent Interest Payment is not paid on any InterestPayment Date, that unpaid Contingent Interest Payment will bepaid on a later Interest Payment Date if the closing price of oneshare of each Reference Stock on the Review Date related tothat later Interest Payment Date is greater than or equal to itsInterest Barrier. You will not receive any unpaid Contingent If the notes have not been redeemed early and the Final Valueof each Reference Stock is greater than or equal to its TriggerValue, you will receive a cash payment at maturity, for each$1,000 principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment applicable to the final Review Date If the notes have not been redeemed early and the Final Valueof any Reference Stock is less than its Trigger Value, yourpayment at maturity per $1,000 principal amount note will be Contingent InterestRate:At least 29.65% per annum, payableat a rate of at le