摩根大通美股招股说明书(2026-02-06版)

JPMorgan Chase Financial Company LLC Digital Barrier Notes Linked to the Lesser Performing of the Russell 2000®Index and the S&P 500®Indexdue May 24, 2027 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek a fixed return of at least 11.55% at maturity if the Final Value of the lesserperforming of the Russell 2000®Index and the S&P 500®Index, which we refer to as the Indices, is greater than or equal to75.00% of its Initial Value, which we refer to as a Barrier Amount.●Investors should be willing to forgo interest and dividend payments and be willing to lose some or all of their principal amount at maturity. ●The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to asJPMorgan 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 credit riskof JPMorgan Chase & Co., as guarantor of the notes. ●Payments on the notes are not linked to a basket composed of the Indices. Payments on the notes are linked to theperformance of each of the Indices individually, as described below. ●Minimum denominations of $1,000 and integral multiples thereof ●The notes are expected to price on or about February 19, 2026 and are expected to settle on or about February 24, 2026. 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 of Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthe notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $12.50 per $1,000 principalamount 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 $985.90 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 andwill not be less than $960.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this pricing 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 Supplemental Terms of the Notes Any value of any underlier, and any values derived therefrom, included in this pricing supplement may be corrected, in the event ofmanifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to two hypotheticalIndices. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the ●an Initial Value for the Lesser Performing Index of 100.00;●a Contingent Digital Return of 11.55%; and The hypothetical Initial Value of the Lesser Performing Index of 100.00 has been chosen for illustrative purposes only and may notrepresent a likely actual Initial Value of either Index. The actual Initial Value of each Index will be the closing level of that Index on the 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 sub-set of Lesser Performing Index Returnsdetailed in the table above (-40% to 40%). There can be no assurance that the performance of the Lesser Performing Index will result How the Notes Work Upside Scenario: If the Final Value of each Index is greater than or equal to its Barrier Amount of 75.00% of its Initial Value, investors will receive atmaturity the $1,000 principal amountplusa fixed return equal to the Contingent Digital Return of at least 11.55%, which reflects the ●Assuming a hypothetical Contingent Digital Return of 11.55%, if the closing level of the Lesser Performing Index increases 5.00%,investors will receive at maturity a 11.55% return, or $1,115.50 per $1,000 principal amount note. ●Assuming a hypothetical Contingent Digital Return of 11.55%, if the closing level of the Lesser Performing Index increases 50.00%,investors will receive at maturity a 11.55% return, or $1,115.50 per $1,000 principal amount note. ●Assumi