摩根大通美股招股说明书(2025-12-05版)

Subject to completion dated December 4, 2025 Dated December, 2025JPMorgan Chase Financial Company LLC Trigger Autocallable Linked to the common stock of NVIDIA Corporation due on or about December 14, 2028Fully and Unconditionally Guaranteed by JPMorgan Chase&Co. Investment Description Trigger Autocallable GEARS (Growth Enhanced Asset Return Securities), which we refer to as the “Securities,” are unsecured and unsubordinated debtsecurities issued by JPMorgan Chase Financial Company LLC (“JPMorgan Financial”), the payment on which is fully and unconditionally guaranteed byJPMorgan Chase&Co., with a return linked to the performance of a specific underlying (the “Underlying”). If the Underlying closes at or above theAutocall Barrier (100.00% of the Initial Value) on the Observation Date, JPMorgan Financial will automatically call the Securities and pay you a Call Price equal to the principal amount per Securityplusa Call Return of 20.00%. No further payments will be made on the Securities once they have beenautomatically called, and you will not participate in any appreciation of the Underlying if the Securities are automatically called. If by maturity theSecurities have not been automatically called and the Underlying Return is positive, JPMorgan Financial will repay your principal amount at maturitypluspay a return equal to the Underlying Returntimesthe Upside Gearing, which will be finalized on the Trade Date and provided in the pricing supplementand is expected to be between 1.05 and 1.25. If by maturity the Securities have not been automatically called and the Underlying Return is zero ornegative but the Final Value is greater than or equal to the Downside Threshold (50.00% of the Initial Value), JPMorgan Financial will repay your principalamount at maturity. However, if by maturity the Securities have not been automatically called, the Underlying Return is negative and the Final Value isless than the Downside Threshold, JPMorgan Financial will repay less than your principal amount at maturity, if anything, resulting in a loss of principal Features Call Return— JPMorgan Financial will automatically call theSecurities for a Call Price equal to the principal amountplusa CallReturn if the closing price of one share of the Underlying on theObservation Date is greater than or equal to the Autocall Barrier. No further payments will be made on the Securities once they have been Enhanced Growth Potential— If the Securities have not beenautomatically called, at maturity, the Upside Gearing feature willprovide leveraged exposure to any positive performance of theUnderlying. If the Underlying Return is negative, investors may be exposed to the negative Underlying Return at maturity. Valuation Date and/or the Maturity Date will be changed so that thestated term of the Securities remains the same.Subject to postponement in the event of a market disruption event andas described under “General Terms of Notes — Postponement of a Principal at Maturity— If the Securities have not beenautomatically called and the Underlying Return is zero ornegative but the Final Value is greater than or equal to theDownside Threshold, JPMorgan Financial will repay yourprincipal amount at maturity. However, if the Securities havenot been automatically called, the Underlying Return isnegative and the Final Value is less than the DownsideThreshold, JPMorgan Financial will repay less than yourprincipal amount at maturity, if anything, resulting in a loss of THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. JPMORGAN FINANCIAL IS NOT NECESSARILYOBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE DOWNSIDEMARKET RISK SIMILAR TO THE UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING ADEBT OBLIGATION OF JPMORGAN FINANCIAL FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE&CO. YOU SHOULD YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 6 OF THIS PRICINGSUPPLEMENT, UNDER “RISK FACTORS” BEGINNING ON PAGE S-2 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT, IN ANNEX A TOTHE ACCOMPANYING PROSPECTUS ADDENDUM AND UNDER “RISK FACTORS” BEGINNING ON PAGE PS-12 OF THE ACCOMPANYINGPRODUCT SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND Security Offering We are offering Trigger Autocallable GEARS linked to the common stock of NVIDIA Corporation. The Securities are offered at a minimum investment of$1,000 in denominations of $10 and integral multiples thereof. The Upside Gearing, Autocall Barrier, Downside Threshold and Initial Value will befinalized on the Trade Date and provided in the pricing supplement. The actual Upside Gearing will not be less than the bottom of the range listed below,but you should be willing to invest in the Securities if the Upside Gearing were set equal to the bottom of that range. See “Additional Information about JP