摩根大通美股招股说明书(2026-02-25版)

JPMorgan Chase Financial Company LLCStructured InvestmentsAuto Callable Yield Notes Linked to the Least Performing of the Common Stock of Adobe Inc., the Common Stock ofBlackstone Inc. and the Class A Common Stock of Chewy,Inc. due May 27, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a higher interest rate than the yield on a conventional debt security withthe same maturity issued by us. The notes will pay at least 17.50% per annum interest over the term of the notes,assuming no automatic call, payable at a rate of at least 1.45833% per month.•The notes will be automatically called if the closing price of one share of each Reference Stock on any Review Date(other than the final Review Date) is greater than or equal to its Strike Value.•The earliest date on which an automatic call may be initiated is May 26, 2026.•Investors should be willing to accept the risk of losing a significant portion or all of their principal and be willing to forgodividend payments, in exchange for 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.•Payments on the notes are not linked to a basket composed of the Reference Stocks. Payments on the notes are linkedto the performance of each of the Reference Stocks individually, as described below.•Minimum denominations of $1,000 and integral multiples thereof•The notes are expected to price on or about February 25, 2026 (the “Pricing Date”) and are expected to settle on orabout March 2, 2026.The Strike Value of each Reference Stock has been determined by reference to the closingprice of one share of that Reference Stock on February 23, 2026 andnotby reference to the closing price of oneshare of that Reference Stock on the Pricing Date.•CUSIP: 46660M4H5 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 $10.00 per$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 $970.00 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 $950.00 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. Automatic Call: If the closing price of one share of each Reference Stock onany Review Date (other than the final Review Date) is greaterthan or equal to its Strike Value, the notes will be automaticallycalled for a cash payment, for each $1,000 principal amountnote, equal to (a) $1,000plus(b) the Interest Payment for theInterest Payment Date occurring on the applicable CallSettlement Date, payable on that Call Settlement Date. Nofurther payments will be made on the notes. Guarantor:JPMorgan Chase & Co. Reference Stocks:As specified under “Key Terms Relating tothe Reference Stocks” in this pricing supplement InterestPayments:If the notes have not been automaticallycalled, you will receive on each Interest Payment Date for each$1,000 principal amount note an Interest Payment equal to atleast $14.5833 (equivalent to an Interest Rate of at least17.50% per annum, payable at a rate of at least 1.45833% permonth) (to