摩根大通美股招股说明书(2026-06-12版)

Semiconductor ETF due June 24, 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 forwhich the closing price of one share of each of the Global X Uranium ETF and the VanEck®Semiconductor ETF, which we refer to as the Funds, is greater than or equal to 65.00% of its Initial Value, which we refer to as an Interest Barrier.•If the closing price of one share of either Fund is greater than or equal to its Interest Barrier on any Review Date,investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, any previouslyunpaid Contingent Interest Payments for prior Review Dates.•The notes will be automatically called if the closing price of one share of each Fund on any Review Date (other than thefirst through fifth and final Review Dates) is greater than or equal to its Initial Value.•The earliest date on which an automatic call may be initiated is December 18, 2026.•Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that no Contingent 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 receive 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 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. (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 $38.00 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 $910.00 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 $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 Automatic Call: Issuer:JPMorgan Chase Financial Company LLC, a direct, whollyowned finance subsidiary of JPMorgan Chase & Co.Guarantor:JPMorgan Chase & Co. If the closing price of one share of each Fund on any Review Date(other than the first through fifth and final Review Dates) is greaterthan or equal to its Initial Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amount note,equal to (a) $1,000plus(b) the Contingent Interest Paymentapplicable to that Review Dateplus(c) any previously unpaidContingent Interest Payments for any prior Review Dates, payableon the applicable Call Settlement Date. No further payments willbe made on the notes. Funds:The Global X Uranium ETF (Bloomberg ticker: URA) andthe VanEck®Semiconductor ETF (Bloomberg ticker: SMH) automatically called and the closing price of one share of eachFund on any Review Date is greater than or equal to its InterestBarrier, you will receive on the applicable Interest Payment Date foreach $1,000 principal amount note a Contingent Interest Paymentequal to at least $11.875 (equivalent to a Contingent Interest Rateof at least 14.25% per annum, payable at a rate of at least1.1875% per month) (to be provided in the pricing supplement),plusany previously unpaid Contingent Interest Payments for anyprior Review Dates. If the notes have not been automatically called and the Final Valueof each Fund is greater than or equal to its Trigger Value, you willreceive a cash payment at maturity, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Contingent InterestPayment applicable to the final Review Dateplus(c) any previouslyunpaid Contingent Interest Payments for any prior Review Dates.If the notes have not been automatically called and the Final Valueof either Fund is less than its Trigger Value, your payment atmaturity per $1,000 principal amount note