摩根大通美股招股说明书(2026-05-14版)

Auto Callable Contingent Interest Notes Linked to the MerQubeUS Large-Cap Vol Advantage Index due May 22, 2031 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 the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is greater than orequal to 65.00% of the Initial Value, which we refer to as the Interest Barrier.●The notes will be automatically called if the closing level of the Index on any Review Date (other than the first, second, third,fourth, fifth and final Review Dates) is greater than or equal to the Initial Value.●The earliest date on which an automatic call may be initiated is November 19, 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.●The Index is subject to a 6.0% per annum daily deduction.This daily deduction will offset any appreciation of thefutures contracts included in the Index, will heighten any depreciation of those futures contracts and will generallybe a drag on the performance of the Index.The Index will trail the performance of an identical index without adeduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the IndexWill Include a 6.0% per Annum Daily Deduction” in this pricing supplement.●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.●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about May 19, 2026 and are expected to settle on or about May 22, 2026.●CUSIP:46661A5E6 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, “RiskFactors” beginning on page US-4 of the accompanying underlying supplement and “Selected Risk Considerations”beginning on page PS-9 of this pricing supplement.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of 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 the notes.(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 receivesfrom us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $9.00 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 $932.40 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. Automatic Call: If the closing level of the Index on any Review Date (otherthan the first, second, third, fourth, fifth and final ReviewDates) is greater than or equal to the Initial Value, the noteswill be automatically called for a cash payment, for each$1,000 principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment applicable to that Review Date,payable on the applicable Call Settlement Date. No furtherpayments will be made on the notes. Guarantor:JPMorgan Chase & Co. Index:The MerQube US Large-Cap Vol Advantage Index(Bloomberg ticker: MQUSLVA).The level of the Index reflectsa deduction of 6.0% per annum that accrues daily. Contingent Interest Payments: If the notes have not been automatically called and theclosing level of the Index on