摩根大通美股招股说明书(2026-06-15版)

iShares®Expanded Tech-Software Sector ETF dueDecember 30, 2027 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 Copper Miners ETF and the iShares®Expanded Tech-Software Sector ETF, which we refer to as the Funds, is greater than or equal to 70.00% of its Initial Value, which werefer to as an Interest Barrier. •The notes will be automatically called if the closing price of one share of each Fund on any Review Date (other than thefirst, second and final Review Dates) is greater than or equal to its Initial Value. as 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 credit 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-5 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 $22.25 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 $932.20 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: If the closing price of one share of each Fund on any ReviewDate (other than the first, second and final Review Dates) isgreater than or equal to its Initial Value, the notes will beautomatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment applicable to that Review Date, If the notes have not been automatically called and the FinalValue of each Fund is greater than or equal to its Trigger Value,you will receive a cash payment at maturity, for each $1,000principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment, if any, applicable to the final Payment will be made with respect to that Review Date.Contingent InterestRate:At least 14.25% per annum, payable Value of either Fund is less than its Trigger Value, yourpayment at maturity per $1,000 principal amount note will becalculated as follows:$1,000 + ($1,000 × Lesser Performing Fund Return) at a rate of at least 1.1875% per month (to be provided in the pricing supplement)Interest Barrier:With respect to each Fund, 70.00% of itsInitial ValueTrigger Value:With respect to each Fund, 55.00% of its InitialValuePricing Date:On or about June 25, 2026 If the notes have not been automatically called and the FinalValue of either Fund is less than its Trigger Value, you will losemore than 45.00% of your principal amount at maturity andcould lose all of your principal amount at maturity.Lesser Performing Fund:The Fund with the LesserPerforming Fund ReturnLesser Performing Fund Return:The lower of the FundReturns of the Funds Original Issue Date (Settlement Date):On or about June 30,2026Review Dates*:July 27, 2026, August 25, 2026, September 25,2026, October 26, 2026, November 25, 2026, December 28,2026, January 25, 2027, February 25, 2027, March 25, 2027,April 26, 2027, May 25, 2027, June 25, 2027, July 26, 2027, August 25, 2027, September 27, 2027, October 25, 2027, November 26, 2027 and December 27, 2027 (final ReviewDate)Interest Payment Dates*:July 30, 2026, August 28, 2026, (Final Value – Initial Value)Initial Value Initial Value:With respect to each Fund, the closing price ofone share of that Fund on the Pricing Date September 30, 2026, October 29, 2026, December 1, 2026,December 31, 2026, January 28, 2027, March 2, 2027,