摩根大通美股招股说明书(2026-02-23版)

JPMorgan Chase Financial Company LLCStructured Investments Auto Callable Contingent Interest Notes Linked to theCommon Stock of The Walt Disney Company due April 1,2027 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 76.00% of the Initial Value, whichwe refer to as the Interest Barrier. •The notes will be automatically called if the closing price of one share of the Reference Stock on any Review Date (otherthan the first through fifth 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 26, 2026.•Investors should be willing to accept the risk of losing some or all of their principal and the risk that no Contingent InterestPayment 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 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 February 26, 2026 and are expected to settle on or about March 3, 2026.•CUSIP: 46660MYT6 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 pricingsupplement. 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. In no event will these selling commissions exceed $15.00per $1,000 principal amount note. 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 $966.20 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, an indirect,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 through fifth and final ReviewDates)is greater than or equal to the Initial Value, the notes willbe automatically called for a cash payment, for each $1,000principal amount note, equal to (a) $1,000plus(b) theContingent Interest Payment applicable to that Review Date,payable on the applicable Call Settlement Date. No furtherpayments will be made on the notes. Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of The Walt DisneyCompany, par value $0.01 per share (Bloomberg ticker: DIS).We refer to The Walt Disney Company as “Disney.” 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 aContingent Interest Payment equal to at least $8.50 (equivalentto a Contingent Interest Rate of at least 10.20% per annum,payable at a rate of at least 0.85% per month) (to be provided inthe pricing supplement). Payment at Maturity: If the notes have not been automatically called and the FinalValue is greater than or equal to the Trigger Value, you wil