摩根大通美股招股说明书(2026-05-20版)

JPMorgan Chase Financial Company LLC Review Notes Linked to the MerQube US Tech+ VolAdvantage Index due June 2, 2031 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 any Review Date, the closinglevel of the MerQube US Tech+ Vol Advantage Index, which we refer to as the Index, is at or above the Call Value.●The earliest date on which an automatic call may be initiated is June 3, 2027.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 85.00% of their principalamount at maturity. ●The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM, Series1 (the “QQQ Fund”) is subject to a notional financing cost.These deductions will offset any appreciation of thecomponents of the Index, will heighten any depreciation of those components and will generally be a drag on theperformance of the Index.The Index will trail the performance of an identical index without such deductions.See“Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of the Index Will Include a ●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 risk 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” 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. (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 $41.50 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 $905.30 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 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 is greaterthan or equal to the Call Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amountnote, equal to (a) $1,000plus(b) the Call Premium Amountapplicable to that Review Date, payable on the applicable Call Guarantor:JPMorgan Chase & Co. Index:The MerQube US Tech+ Vol Advantage Index(Bloomberg ticker: MQUSTVA).The level of the Index reflects adeduction of 6.0% per annum that accrues daily, and the Payment at Maturity: Call Premium Amount:The Call Premium Amount with respectto each Review Date is set forth below: If the notes have not been automatically called and the FinalValue is less than the Initial Value by up to the Buffer Amount, first Review Date:at least 24.00% × $1,000second Review Date:at least 48.00% × $1,000third Review Date:at least 72.00% × $1,000fourth Review Date:at least 96.00% × $1,000 If the notes have not been automatically called and the FinalValue is less than the Initial Value by more than the BufferAmount, your payment at maturity per $1,000 principal $1,000 + [$1,000 × (Index Return + Buffer Amount)] (in each case, to be provided in the pricing supplement) If the notes have not been automatically called and the FinalValue is less than the Initial Value by more than the BufferAmount, you will lose some or most of your principal amount Call Value:100.00% of the Initial Value Buffer Amount:15.00% Pricing Date:On or about May 28, 2026 Index Return: Original Issue Date (Settlement Date):On or about June 2