摩根大通美股招股说明书(2026-02-13版)

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 price of one share of the Reference Stock is greater than or equal to the Interest Barrier, which will beat most 45.00% of the Initial Value.•If the closing price of one share of the Reference Stock is greater than or equal to the Interest Barrier on any ReviewDate, investors will receive, in addition to the Contingent Interest Payment with respect to that Review Date, anypreviously unpaid Contingent Interest Payments for prior Review Dates.•The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (otherthan the first and final Review Dates) is greater than or equal to the Initial Value.•The earliest date on which an automatic call may be initiated is August 13, 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. 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,prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (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. These selling commissions will be up to $17.50 per $1,000principal amount note. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of up to $1.00 per $1,000principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the If the notes priced today, the estimated value of the notes would be approximately $960.00 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 $940.00 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,wholly owned finance subsidiary of JPMorgan Chase & Co. Automatic Call: If the closing price of one share of the Reference Stock on anyReview Date (other than the first and final Review Dates) isgreater than or equal to the Initial Value, the notes will beautomatically called for a cash payment, for each $1,000 Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Advanced MicroDevices, Inc., par value $0.01 per share (Bloomberg ticker: principal amount note, equal to (a) $1,000plus(b) the Contingent Interest Payments:If the notes have not beenautomatically called and the closing price of one share of theReference Stock on any Review Date is greater than or equal tothe Interest Barrier, you will receive on the applicable InterestPayment Date for each $1,000 principal amount note a Payment at Maturity: If the notes have not been automatically called and the FinalValue is greater than or equal to the Trigger Value, you willreceive a cash payment at maturity, for each $1,000 principalamount note, equal to (a) $1,000plus(b) the Contingent If the Contingent Interest Payment is not paid on any InterestPayment Date, that unpaid Contingent Interest Payment will bepaid on a later Interest Payment Date if the closing price of oneshare of the Reference Stock on the Review Date related to thatlater Interest Payment Date is greater than or equal to the If the notes have not been automatically called and the FinalValue is less than the Trigger Value, your payment at maturity $1,000 + ($1,000 × Stock Return) If the notes have not been automatically called and the FinalValue is less than the Trigger Value, you will lose more than Contingent Interest Rate:14.00% per annum, payable at a Interes