JPMorgan Chase Financial Files 424B2 Prospectus for New Offering

TL;DR

**JPM Financial just filed a prospectus for new securities, watch for details on the offering.**

AI Summary

This 424B2 filing, submitted on March 24, 2026, by JPMorgan Chase Financial Co. LLC, is a prospectus related to a securities offering. It indicates that JPMorgan Chase & Co. (CIK: 0000019617) is the parent company, and both entities are classified as National Commercial Banks. This filing is important for investors as it signals a potential new issuance of securities, which could impact the supply and demand dynamics of existing JPMorgan Chase stock and debt, potentially diluting current shareholders or altering the company's debt profile.

Why It Matters

This filing signals JPMorgan Chase Financial Co. LLC's intent to offer new securities, which could affect the company's capital structure and potentially dilute existing shareholders or increase its debt obligations.

Risk Assessment

Risk Level: medium — The risk level is medium because a new securities offering can introduce dilution for equity holders or increase debt, but the specific terms and impact are not yet detailed in this preliminary filing.

Analyst Insight

Investors should monitor subsequent filings (like pricing supplements) for details on the type, size, and terms of the securities being offered by JPMorgan Chase Financial Co. LLC, as this will determine the potential impact on JPM stock or debt.

Key Players & Entities

• JPMorgan Chase Financial Co. LLC (company) — Filer of the 424B2 prospectus
• JPMorgan Chase & Co. (company) — Parent company of the filer
• 0001665650 (person) — CIK of JPMorgan Chase Financial Co. LLC
• 0000019617 (person) — CIK of JPMorgan Chase & Co.
• 2026-03-24 (date) — Filing date of the 424B2
• 333-270004-01 (dollar_amount) — File number for JPMorgan Chase Financial Co. LLC
• 333-270004 (dollar_amount) — File number for JPMorgan Chase & Co.

FAQ

Key Financial Figures

• $2,652,000 — l Company LLC Structured Investments $2,652,000 Review Notes Linked to the Least Perf
• $1,000 — ribed below. Minimum denominations of $1,000 and integral multiples thereof The no
• $8.50 — roceeds to Issuer Per note $1,000 $8.50 $991.50 Total $2,652,000 $22,54
• $991.50 — to Issuer Per note $1,000 $8.50 $991.50 Total $2,652,000 $22,542 $2,629
• $22,542 — $8.50 $991.50 Total $2,652,000 $22,542 $2,629,458 (1) See "Supplemental Us
• $2,629,458 — 991.50 Total $2,652,000 $22,542 $2,629,458 (1) See "Supplemental Use of Proceeds
• $967.30 — en the terms of the notes were set, was $967.30 per $1,000 principal amount note. See "
• $137.50 — ew Date Call Premium Amount First $137.50 Second $275.00 Third $412.50
• $275.00 — ium Amount First $137.50 Second $275.00 Third $412.50 Fourth $550.00
• $412.50 — $137.50 Second $275.00 Third $412.50 Fourth $550.00 Final $687.50
• $550.00 — $275.00 Third $412.50 Fourth $550.00 Final $687.50 PS- 2 | Structured
• $687.50 — $412.50 Fourth $550.00 Final $687.50 PS- 2 | Structured Investments Revi
• $1,137.50 — automatically called Total Payment $1,137.50 (13.75% return) Because the closing l
• $1,687.50 — automatically called Total Payment $1,687.50 (68.75% return) Because the closing l
• $1,000.00 — ual to Barrier Amount Total Payment $1,000.00 (0.00% return) Because the notes have

Filing Documents

• form424b2.htm (424B2) — 163KB
• exfilingfees.htm (EX-FILING FEES) — 5KB
• image_001.jpg (GRAPHIC) — 21KB
• image_002.jpg (GRAPHIC) — 5KB
• image_006.jpg (GRAPHIC) — 179KB
• image_007.jpg (GRAPHIC) — 141KB
• image_008.jpg (GRAPHIC) — 152KB
• image_003.gif (GRAPHIC) — 3KB
• image_004.gif (GRAPHIC) — 5KB
• image_005.gif (GRAPHIC) — 5KB
• 0001918704-26-007908.txt ( ) — 959KB
• exfilingfees_htm.xml (XML) — 2KB

From the Filing

SUPPLEMENT March 20, 2026 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) JPMorgan Chase Financial Company LLC Structured Investments $2,652,000 Review Notes Linked to the Least Performing of the Dow Jones Industrial Average , the Russell 2000 Index and the S&P 500 Index due March 25, 2031 Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. The notes are designed for investors who seek early exit prior to maturity at a premium if, on any Review Date, the closing level of each of the Dow Jones Industrial Average , the Russell 2000 Index and the S&P 500 Index, which we refer to as the Indices, is at or above its Call Value. The earliest date on which an automatic call may be initiated is March 25, 2027. Investors should be willing to forgo interest and dividend payments and be willing to accept the risk of losing 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 as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit risk of 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 the performance of each of the Indices individually, as described below. Minimum denominations of $1,000 and integral multiples thereof The notes priced on March 20, 2026 and are expected to settle on or about March 25, 2026. CUSIP: 46660RD35 Investing in the notes involves a number of risks. See "Risk Factors" beginning on page S-2 of the accompanying prospectus supplement, Annex A to the accompanying prospectus addendum, "Risk Factors" beginning on page PS-11 of the accompanying product supplement and "Selected Risk Considerations" beginning on page PS-4 of this pricing supplement. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of 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 criminal offense. Price to Public (1) Fees and Commissions (2) Proceeds to Issuer Per note $1,000 $8.50 $991.50 Total $2,652,000 $22,542 $2,629,458 (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 commissions of $8.50 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement. The estimated value of the notes, when the terms of the notes were set, was $967.30 per $1,000 principal amount note. See "The Estimated Value of the Notes" in this pricing supplement for additional information. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank. Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024 Key Terms Issuer: JPMorgan Chase Financial Company LLC, a direct, wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor: JPMorgan Chase & Co. Indices: The Dow Jones Industrial Average (Bloomberg ticker: INDU), the Russell 2000 Index (Bloomberg ticker: RTY) and the S&P 500 Index (Bloomberg ticker: SPX) (each an "Index" and collectively, the "Indices") Call Premium Amount: The Call Premium Amount with respect to each Review Date is set forth below: first Review Date: 13.75% $1,000 second Review Date: 27.50% $1,000 third Review Date: 41.25% $1,000 fourth Review Date: 55.00% $1,000 final Review Date: 68.75% $1,000 Call Value: With respect to each Index, 100.00% of its Initial Value Barrier Amount: With respect to each Index, 70.00% of its Initial Value, which is 31,904.229 for the Dow Jones Industrial Average , 1,706.9157 for the Russell 2000 Index and 4,554.536 for the S&P 500 Index Pricing Date: March 20, 2026 Original Issue Date (Settlement Date): On or about March 25, 2026 Review Dates*: March 25, 2027, March 20, 2028, March 20, 2029, March 20, 2030 and March 20, 2031 (final Review Date) Call Settlement Dates*: March 30, 2027, March 23, 2028, March 23, 2029, March 25, 2030 and the Maturity Date Maturity Date*: March 25, 2031 *

View Full Filing

View this 424B2 filing on SEC EDGAR