摩根大通美股招股说明书(2025-11-06版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminarypricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted.Subject to Completion. Dated November 5, 2025 PRICING SUPPLEMENT dated November, 2025(To the Prospectus and Prospectus Supplement, eachdatedApril 13, 2023, Product Supplement no. WF-1-I dated April13, 2023 and Prospectus Addendum dated June 3, 2024) JPMorgan Chase Financial Company LLC Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by JPMorgan Chase&Co.Market Linked Securities — Auto-Callable with Contingent Coupon andContingent Downside Principal at Risk Securities Linked to the Class A Subordinate Voting Shares of Shopify Inc. dueNovember 17, 2028 nLinked to the Class A subordinate voting shares of Shopify Inc. (the “Underlying Stock”)nUnlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount ofprincipal at maturity and are subject to potential automatic call prior to maturity upon the terms described below. Whetherthe securities pay a contingent coupon, whether the securities are automatically called prior to maturity and, if they are notautomatically called, whether you are repaid the principal amount of your securities at maturity will depend, in each case, onthe stock closing price of the Underlying Stock on the relevant calculation day.nContingent Coupon Payments.The securities will pay a contingent coupon payment on a quarterly basis until the earlier ofmaturity or automatic call if,and only if, the stock closing price of the Underlying Stock on the calculation day for therelevant quarter is greater than or equal to the threshold price. However, if the stock closing price of the Underlying Stock ona calculation day is less than the threshold price, you will not receive any contingent coupon payment for the relevantquarter. If the stock closing price of the Underlying Stock is less than the threshold price on every calculation day, you willnot receive any contingent coupon payments throughout the entire term of the securities. The contingent coupon rate will bedetermined on the pricing date and will be at least 17.35% per annum.nAutomatic Call.If the stock closing price of the Underlying Stock on any of the quarterly calculation days from February2026 to August 2028, inclusive, is greater than or equal to the starting price, we will automatically call the securities for theprincipal amountplusa final contingent coupon payment.nPotential Loss of Principal.If the securities are not automatically called prior to maturity, you will be repaid the principalamount at maturity if,and only if, the stock closing price of the Underlying Stock on the final calculation day is greater thanor equal to the threshold price. If the stock closing price of the Underlying Stock on the final calculation day is less than thethreshold price, you will have full downside exposure to the decrease in the price of the Underlying Stock from the startingprice, and you will lose more than 40%, and possibly all, of the principal amount of your securities. The threshold price forthe Underlying Stock is equal to 60% of the starting price.nYou will not participate in any appreciation of the Underlying Stock or receive any dividends paid on the Underlying Stock.nInvestors may lose a significant portion or all of the principal amount.nThe securities 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. Any payment onthe securities is subject to the credit risk of JPMorgan Financial, as issuer of the securities, and the credit risk of JPMorganChase&Co., as guarantor of the securities.nNo exchange listing; designed to be held to maturity The securities have complex features and investing in the securities involves risks not associated with an investment inconventional debt securities. See “Risk Factors” beginning on page S-2 of the accompanying prospectus supplement,Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11 of the accompanyingproduct supplement and “Selected Risk Considerations” on page PS-9 in this pricing supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the securities or passed upon the accuracy or the adequacy of this pricing supplement or theaccompanying product supplement, prospectus supplement, prospectus and prospectus addendum. Any representationto 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 securities.(2)Wells Fargo Securities, LLC, which we refer to as WFS, acting as agent f