摩根大通美股招股说明书(2026-06-02版)

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 (otherthan the final Review Date), the closing level of the MerQube US Tech+ Vol Advantage Index, which we refer to as theIndex, is at or above the Call Value. •The earliest date on which an automatic call may be initiated is June 9, 2027. •Investors should be willing to forgo interest and dividend payments, while seeking full repayment of principal at maturity. •The Index is subject to a 6.0% per annum daily deduction, and the performance of the Invesco QQQ TrustSM,Series 1 (the “QQQ Fund”) is subject to a notional financing cost. These deductions will offset any appreciation of the components of the Index, will heighten any depreciation of those components and will generally be a dragon the performance of the Index. The Index will trail the performance of an identical index without suchdeductions. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Level of theIndex Will Include a 6.0% per Annum Daily Deduction” and “Selected Risk Considerations — Risks Relating to •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.Any •The notes are expected to price on or about June 5, 2026 and are expected to settle on or about June 10, 2026. 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 disapprovedof 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. (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 $39.00 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 $908.90 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 $900.00 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.Index:The MerQube US Tech+ Vol Advantage Index(Bloomberg ticker: MQUSTVA). The level of the Index reflectsa deduction of 6.0% per annum that accrues daily, and theperformance of the QQQ Fund is subject to a notional Automatic Call: If the closing level of the Index on any Review Date (other thanthe final Review Date) is greater than or equal to the CallValue, the notes will be automatically called for a cashpayment, for each $1,000 principal amount note, equal to (a) respect to each Review Date is set forth below: If the notes are automatically called, you will not benefit fromthe feature that provides you with a positive return at maturityequal to the Index Return times the Participation Rate if theFinal Value is greater than the Initial Value. Because this • first Review Date:at least 8.50% × $1,000• second Review Date:at least 17.00% × $1,000• third Review Date:at least 25.50% × $1,000• fourth Review Date:at least 34.00% × $1,000 (in each case, to be provided in the pricing supplement) Call Value:100.00% of the Initial Value Payment at Maturity: Participation Rate:100.00% If the notes have not been automatically called, at maturity, youwill receive a cash payment, for each $1,000 principal amount Pricing Date:On or about June 5, 2026 Original Issue Date (Settlement Date):On or about June 10, If the notes have not been automatically called, you are entitledto repayment of principal in full at maturity, subject to the credit Review Dates*:June 9, 2027, June 5, 2028, June 5, 2029,June 5, 2030, June 5, 2031, June 7, 2032 and June 6, 2033(final Review Date) Additional Amount†:If the notes have not been automatically Call Settlement Dates*:June 14, 2027, June 8, 2028,