摩根大通美股招股说明书(2026-02-19版)

JPMorgan Chase Financial Company LLCStructured InvestmentsAuto Callable Contingent Interest Notes Linked to the MerQube US Large-Cap Vol Advantage Index due March 8,2029 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 for which the closing level of the MerQube US Large-Cap Vol Advantage Index, which we refer to as the Index, is greaterthan or equal to 65.00% of the Initial Value, which we refer to as the Interest Barrier.•If the closing level of the Index is greater than or equal to the Interest Barrier on any Review Date, investors will receive,in addition to the Contingent Interest Payment with respect to that Review Date, any previously unpaid ContingentInterest Payments for prior Review Dates.•The notes will be automatically called if the closing level of the Index on any Review Date (other than the final ReviewDate) is greater than or equal to the Initial Value.•The earliest date on which an automatic call may be initiated is September 3, 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 Index is subject to a 6.0% per annum daily deduction. This daily deduction will offset any appreciation ofthe futures contracts included in the Index, will heighten any depreciation of those futures contracts and willgenerally be a drag on the performance of the Index. The Index will trail the performance of an identical indexwithout a deduction. See “Selected Risk Considerations — Risks Relating to the Notes Generally — The Levelof the Index Will Include a 6.0% per Annum Daily Deduction” in this pricing supplement.•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.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about March 3, 2026 and are expected to settle on or about March 6, 2026.•CUSIP: 46660MXE0 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, “Risk Factors” beginning on page US-4 of the accompanying underlyingsupplement and “Selected Risk Considerations” beginning on page PS-5 of this pricing supplement. 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 acriminal offense. (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 isan investment adviser. These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution(Conflicts of Interest)” in the accompanying product supplement. (3) J.P. Morgan Securities LLC, which we refer to as JPMS, may pay a structuring fee of $6.00 per $1,000 principal amount note withrespect to some or all of the notes to other affiliated or unaffiliated dealers. If the notes priced today, the estimated value of the notes would be approximately $952.10 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 thispricing supplement for additional information. 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.Guarantor:JPMorgan Chase & Co.Index:The MerQube US Large-Cap Vol Advantage Index(Bloomberg ticker: MQUSLVA). The level of the Index reflects adeduction of 6.0% per annum that accrues daily.Contingent Interest Payments:If the notes have not beenautomatical