摩根大通美股招股说明书(2026-02-20版)

JPMorgan Chase Financial Company LLC Uncapped Buffered Return Enhanced Notes Linkedto the S&P 500®Futures Excess Return Index dueMarch 4, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. ●The notes are designed for investors who seek an uncapped return of at least 1.77 times any appreciation of the S&P500®Futures Excess Return Index, at maturity. Investors should be willing to forgo interest payments and be willing to lose up to80.00% of their principal amount at ●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.Anypayment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit ●Minimum denominations of $1,000 and integral multiples thereof●The notes are expected to price on or about February 27, 2026 and are expected to settle on or about March 4, 2026.●CUSIP: 46660M2F1 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,underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the notes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissionsit receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $20.00 per $1,000 principalamount note. See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency Key Terms Buffer Amount:20.00% * 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 aSingle Underlying — Notes Linked to a Single Underlying (Other Supplemental Terms of the Notes The notes are not futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936, asamended (the “Commodity Exchange Act”).The notes are offered pursuant to an exemption from regulation under theCommodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or For purposes of the accompanying product supplement, the Index will be deemed to be an Equity Index, except as provided below,and any references in the accompanying product supplement to the securities included in an Equity Index (or similar references) should be read to refer to the securities included in the S&P 500®Index, which is the reference index for the futures contractsincluded in the Index. Notwithstanding the foregoing, the Index will be deemed to be a Commodity Index for purposes of the section Notwithstanding anything to the contrary in the accompanying product supplement, if a Determination Date (as defined in theaccompanying product supplement) has been postponed to the applicable Final Disrupted Determination Date (as defined in theaccompanying product supplement) and that day is a Disrupted Day (as defined in the accompanying product supplement), thecalculation agent will determine the closing level of the Index for that Determination Date on that Final Disrupted DeterminationDate in accordance with the formula for and method of calculating the closing level of the Index last in effect prior to the Any values of the Index, 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;●an Upside Leverage Factor of 1.77; and 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 b