摩根大通美股招股说明书(2025-12-16版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is notan offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to completion dated December 15, 2025 JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Contingent Interest Notes Linked to the Least Performingof the Nasdaq-100 Index®, the State Street®SPDR®S&P®RegionalBanking ETF and the VanEck®Semiconductor ETF due November 22,2027 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 value of each of the Nasdaq-100 Index®, the State Street®SPDR®S&P®Regional Banking ETF andthe VanEck®Semiconductor ETF,which we refer to as the Underlyings, is greater than or equal to 65.00% of its Initial Value, which we refer to as an Interest Barrier. ●The notes will be automatically called if the closing value of each Underlying on any Review Date (other than the first, second 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 March 17, 2026. ●Investors should be willing to accept the risk of losing a significant portion or all of their principal and the risk that noContingent 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 receiveContingent Interest Payments.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas 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 creditrisk of JPMorgan Chase & Co., as guarantor of the notes.●Payments on the notes are not linked to a basket composed of the Underlyings. Payments on the notes are linked to the performance of each of the Underlyings individually, as described below.●Minimum denominations of $1,000 and integral multiples thereof Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanyingprospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-5 of this pricing 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, prospectus and prospectus addendum. Any representation to the contrary is a (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 $22.25per $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 $966.30 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 $930.00 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 Issuer:JPMorgan Chase Financial Company LLC, a direct, whollyowned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing value of each Underlying on any Review Date (otherthan the first, second and final Review Dates) is greater than orequal to its Initial Value, the notes will be automatically called for acash payment, for each $1,000 principal amount note, equal to (a)$1,000plus(b) the Contingent Interest Payment applicable to that Guarantor:JPMorgan Chase & Co. Underlyings:The Nasdaq-100 Index®(Bloomberg ticker: NDX)(the “Index”), theState Street®SPDR®S&P®Regional BankingETF(Bloomberg ticker: KRE) and the VanEck®Semiconductor ETF(Bloomberg ticker: SMH) (each of theState Street®SPDR®S&PRegional Banking ETFand the VanEck®Semiconductor ETF, a“Fund” and collectively, the “Funds”) (each of the Index and theFunds, an “Underlying” and collectively, the “Underlyings”) Payment at Maturity: Contingent InterestPayments:If the notes have not beenautomatically called and the closing value of each Underlying onany Review Date i