摩根大通美股招股说明书(2026-02-12版)

Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser Performing of the and the iShares®Silver Trust Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.•The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, theclosing price of one share of each of the SPDR®Gold Trust and the iShares®Silver Trust, which we refer to as the Funds, is at or above its Call Value. •The date on which an automatic call may be initiated is March 5, 2027.•The notes are also designed for investors who seek an unleveraged exposure to any appreciation, or a capped,unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 15.00%), of the lesserperforming of the Funds at maturity, if the notes have not been automatically called.•Investors should be willing to forgo interest payments and be willing to lose up to 85.00% of their principal amount at maturity.•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.Any 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-4 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 (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is aninvestment adviser. These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts ofInterest)” in the accompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $973.30 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 $900.00 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 Automatic Call:If the closing price of one share of each Fund on the Review Date Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. is greater than or equal to its Call Value, the notes will beautomatically called for a cash payment, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Call PremiumAmount, payable on the Call Settlement Date. No further Guarantor:JPMorgan Chase & Co. Funds:The SPDR®Gold Trust (Bloomberg ticker: GLD) and theiShares®Silver Trust (Bloomberg ticker: SLV) payments will be made on the notes.If the notes are automatically called, you will not benefit from thefeature that provides you with a return at maturity equal to theLesser Performing Fund Return if the Final Value of each Fund isgreater than its Initial Value or the absolute return feature thatapplies to the payment at maturity if the Final Value of at least oneFund is less than or equal to its Initial Value but the Final Value of Call Premium Amount:At least $470.00 per $1,000 principalamount note (to be provided in the pricing supplement) each Fund is not less than its Initial Value by more than the BufferAmount. Because these features do not apply to the payment Call Value:With respect to each Fund, 100.00% of its InitialValue upon an automatic call, the payment upon an automatic call maybe significantly less than the payment at maturity for the same levelof change in the Lesser Performing Fund. Buffer Amount:15.00% Payment at Maturity:If the notes have not been automatically called and the Final Valueof each Fund is greater than its Initial Value, your payment atmaturity per $1,000 principal amount note will be calculated asfollows:$1,000 + ($1,000 × Lesser Performing Fund Return)If the notes have not been automatically called and (i) the Final PricingDate:On or about February 27, 2026 Original Issue Date (Settlement Date):On or about March 4,2026 Value of one Fund is greater than its Initial Value and the FinalValue of the other Fund is equal to its Initial Value or is less than itsInitial