摩根大通美股招股说明书(2026-02-17版)

JPMorgan Chase Financial Company LLC Capped Buffered Return Enhanced Notes Linked tothe S&P 500®Index due April 1, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a return of 1.10 times any appreciation of the S&P 500®Index, up to amaximum return of at least13.25%, at maturity.●Investors should be willing to forgo interest and dividend payments and be willing to lose up to90.00% of their principalamount at maturity.●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we referto as 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-11 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, (2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investmentadviser. These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts of Interest)” in theaccompanying product supplement. If the notes priced today, the estimated value of the notes would be approximately $989.00 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 supplement The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Payment at Maturity:If the Final Value is greater than the InitialValue, your payment at maturity per $1,000 principal amount note Guarantor:JPMorgan Chase & Co. $1,000 + ($1,000 × Index Return × Upside Leverage Factor),subject to the Maximum ReturnIf the Final Value is equal to the Initial Value or is less than the Index:The S&P 500®Index (Bloomberg ticker: SPX) Maximum Return:At least 13.25% (corresponding to amaximum payment at maturity of at least $1,132.50 per$1,000 principal amount note) (to be provided in the pricing Upside Leverage Factor:1.10Buffer Amount:10.00%Pricing Date:On or about February 27, 2026Original Issue Date (Settlement Date):On or about March 4,2026 $1,000 + [$1,000 × (Index Return + Buffer Amount)]If the Final Value is less than the Initial Value by more than theBuffer Amount, you will lose some or most of your principal Observation Date*:March 29, 2027Maturity Date*:April 1, 2027 * 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 a (Final Value – Initial Value)Initial Value Initial Value:The closing level of the Index on the Pricing DateFinal Value:The closing level of the Index on the Observation Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in theevent of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypotheticalIndex. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing an Initial Value of 100.00;a Maximum Return of 13.25%;an Upside Leverage Factor of 1.10; anda Buffer Amount of 10.00%. The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actualInitial Value. The actual Initial Value will be the closing level of the Index 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 and The following graph demonstrates the hypothetical payments at maturity on the notes for a range of Index Returns (-40% to 40%).There can be no assurance that the performance of the Index will result in the return of any of your principal amount in excess of How the Notes Work Upside Scenario: If the Final Value is greater than the Initial Value, investors will receive at maturity the $1,000 principal amountplusa return equalto 1.10 times the Index Return, subject to the Maximum Return of at least 13.25%. A