摩根大通美股招股说明书(2025-11-21版)

offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(2)Registration Statement Nos. 333-270004 and 333-270004-01 Subject to Completion. Dated November 21, 2025.Pricing Supplement tothe Prospectus and Prospectus Supplement, each dated April 13, 2023,the Underlying Supplement No. 1-I dated April 13, 2023,the Product Supplement No. 4-I dated April 13, 2023andthe Prospectus Addendum dated June 3, 2024 JPMorgan Chase Financial Company LLC Medium-Term Notes, Series A$Capped Buffered Enhanced Participation Basket-Linked Notes due 2027Fully and Unconditionally Guaranteed by JPMorgan Chase&Co. The notes will not bear interest.The amount that you will be paid on your notes on the stated maturity date (November 4, 2027, subject to adjustment) is based on the performanceof an unequally weighted basket (which we refer to as the basket) consisting of the EURO STOXX 50®Index (38.00% initial weight), the TOPIX®Index (26.00% initial weight), theFTSE®100 Index (17.00% initial weight), the Swiss Market Index (11.00% initial weight) and the S&P/ASX 200 Index (8.00% initial weight) as measured from and including the tradedate (on or about November 25, 2025) to and including the determination date (November 2, 2027, subject to adjustment). The initial basket level is 100 and the final basket level willequal thesumof theproducts, as calculated for each basket underlier, of: (i) the closing level on the determination datedividedby the initial basket underlier level (set on the tradedate)multiplied by(ii) the applicable initial weighted value for such basket underlier. If the final basket level on the determination date is greater than the initial basket level (set on thetrade date), the return on your notes will be positive, subject to the maximum settlement amount (expected to be between $1,232.75 and $1,273.75 for each $1,000 principal amountnote). If the basket declines by up to 15.00% from the initial basket level to the final basket level, you will receive the principal amount of your notes. If the basket declines by more than15.00% from the initial basket level to the final basket level, the return on your notes will be negative.You could lose your entire investment in the notes. Any payment on thenotes is subject to the credit risk of JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), as issuer of the notes, and the credit risk of JPMorgan Chase&Co., as guarantor of the notes. To determine your payment at maturity, we will calculate the basket return, which is the percentage increase or decrease in the final basket level from the initial basket level. On thestated maturity date, for each $1,000 principal amount note, you will receive an amount in cash equal to: ·if the basket return ispositive(the final basket level isgreater thanthe initial basket level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 2.50times(c) thebasket return, subject to the maximum settlement amount;·if the basket return iszeroornegativebutnot below-15.00% (the final basket level isequal to or less thanthe initial basket level but not by more than 15.00%), $1,000; or·if the basket return isnegativeand isbelow-15.00% (the final basket level isless thanthe initial basket level by more than 15.00%), thesumof (i) $1,000plus(ii) theproductof (a)$1,000times(b) approximately 1.1765times(c) thesumof the basket returnplus15.00%. You will receive less than $1,000. A decrease in the level of one or more basket underliers may offset increases in the levels of the other basket underliers. Due to the unequal weightings of the basketunderliers, the performances of the EURO STOXX 50®Index, the TOPIX®Index and the FTSE®100 Index will have a significantly larger impact on your return on the notesthan the performance of the Swiss Market Index or the S&P/ASX 200 Index. Your investment in the notes involves certain risks, including, among other things, our credit risk. See “Risk Factors” on page S-2 of the accompanying prospectussupplement, Annex A to the accompanying prospectus addendum, “Risk Factors” on page PS-11 of the accompanying product supplement and “Selected Risk Factors”on page PS-16 of this pricing supplement. The foregoing is only a brief summary of the terms of your notes. You should read the additional disclosure provided herein so that you may better understand the terms and risks of The estimated value of the notes, when the terms of the notes are set, will be provided in the final pricing supplement and is expected to be between $978.60 and $988.60per $1,000 principal amount note.See “Summary Information — The Estimated Value of the Notes” on page PS-8 of this pricing supplement for additional information about theestimated value of the notes and “Summary Information — Secondary Market Prices of the Notes” on page PS-9 of this pricing supplement for information about secondary marketprices of the notes.Original issue date (settlement date):on or about