摩根大通美股招股说明书(2026-05-27版)

Auto Callable Contingent Interest Notes Linked to the LesserPerforming of the Common Stock of Thermo Fisher ScientificInc. and the State Street®Health Care Select Sector SPDR®ETF due May 25, 2028 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 value of each of the common stock of Thermo Fisher Scientific Inc.and the State Street®Health CareSelect Sector SPDR®ETF, which we refer to as the Underlyings, is greater than or equal to 60.00% of its Strike Value,which we refer to as an Interest Barrier.•The notes will be automatically called if the closing value of each Underlying on any Review Date (other than thefirstthrough eleventh and final Review Dates) is greater than or equal to its Strike Value.•The earliest date on which an automatic call may be initiated is May 24, 2027.•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 notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas JPMorgan 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 creditrisk of JPMorgan Chase & Co., as guarantor of the notes.•Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to theperformance of each of the Underlyings individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about May 26, 2026 (the “Pricing Date”) and are expected to settle on or aboutMay 29, 2026.The Strike Value of each Underlying has been determined by reference to the closing value of thatUnderlying on May 22, 2026 andnotby reference to the closing value of that Underlying on the Pricing Date.•CUSIP: 46661AF70 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-6 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 thenotes.(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 receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $4.00 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 $980.00 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 thispricing supplement 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.Guarantor:JPMorgan Chase & Co.Underlyings:The common stock of Thermo Fisher ScientificInc., par value $1.00 per share (Bloomberg ticker: TMO) (the“Reference Stock”) and the State Street®Health Care SelectSector SPDR®ETF (Bloomberg ticker: XLV) (the “Fund”) (eachof the Reference Stock and the Fund, an “Underlying” andcollectively, the “Underlyings”)Contingent InterestPayments:If the notes have not beenautomatically called and the closing value of each Underlyingon any Review Date is greater than or equal to its InterestBarrier, you will receive on the applicable Interest PaymentDate for each $1,000 principal amount note a ContingentInterest Payment equal to at least $8.6667 (equivalent to aContingent Interest Rate of at least 10.40% per annum, payableat a rate of at least 0.86667% per month) (to be provided in thepri