摩根大通美股招股说明书(2026-02-04版)

JPMorgan Chase Financial Company LLC Structured Investments Capped Buffered Return Enhanced Notes due Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●This pricing supplement relates to three separate note offerings, each linked to the performance of a different Underlying:●Capped Buffered Return Enhanced Notes Linked to the Nasdaq-100 Index®(“NDX Notes”)●Capped Buffered Return Enhanced Notes Linked to the Russell 2000®Index (“RTY Notes”)●Capped Buffered Return Enhanced Notes Linked to the S&P 500®Index (“SPX Notes”)Each issue of offered notes is linked to one, and only one, Underlying. While you may participate in one or more of the offerings, this pricingsupplement does not offer notes linked to a basket of the Underlyings.●The notes are designed for investors who seek a return of 1.50 times any appreciation of the Underlying, up to a maximum return, at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to 90% of their principal. ●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to as JPMorganFinancial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Any payment on the notes is subject tothe credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of JPMorgan Chase & Co., as guarantor of the ●Minimum denominations of $1,000 and integral multiples thereof ●The notes are expected to price on or about February 24, 2026 and are expected to settle on or about February 27, 2026. Investing in the notes involves a number of risks. 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 accompanying product supplement Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes orpassed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, underlying supplement, prospectus from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $26.25 per $1,000 principal amount note for any ofthe offerings. 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 $953.30, $955.00 and $955.30 per $1,000 principalamount of NDX Notes, RTY Notes and SPX Notes, respectively. The estimated value of the notes, when the terms of the notes are set, willbe provided in the pricing supplement and will not be less than $900.00 per $1,000 principal amount note for any of the offerings. See “The The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are notobligations of, or guaranteed by, a bank. General Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor:JPMorgan Chase & Co. Underlying:As specified on the cover of this pricing Buffer Amount:10.00% Pricing Date:On or about February 24, 2026 Original Issue Date (Settlement Date):On or about Observation Date*:February 24, 2028 Maturity Date*:February 29, 2028 * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Underlying — Notes Linked to a Single Underlying Final Value:With respect to each Underlying, the closingvalue of that Underlying on the Observation Date Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event ofmanifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding Hypothetical Payout Profile The following table illustrates the hypothetical total return at maturity on hypothetical notes linked to a hypothetical Underlying and maynot reflect the actual terms of any note offered by this pricing supplement. See the cover of this pricing supplement and “General KeyTerms” in this pricing supplement for the actual terms of each note offered by this pricing supplement. The “total return” as used in this The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual InitialValue. The actual Initial Value will be the closing value of the Underlying on the Pricing Date and will be provided in the pricing Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be theactual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table have How the