JPMorgan Chase Financial Co. LLC Files 424B2 Prospectus

TL;DR

**JPM Financial is prepping a new securities offering to raise capital.**

AI Summary

JPMorgan Chase Financial Co. LLC, a subsidiary of JPMorgan Chase & Co., filed a 424B2 prospectus on March 24, 2026, for an offering under their existing shelf registration (File No. 333-270004-01). This filing indicates that JPMorgan Chase Financial Co. LLC is preparing to issue new securities, likely debt or structured products, to raise capital. For investors, this means the company is actively managing its funding and capital structure, which could impact future earnings and the overall financial health of the parent company, JPMorgan Chase & Co.

Why It Matters

This filing signals JPMorgan Chase Financial Co. LLC's intent to raise capital, which could be used for general corporate purposes, refinancing existing debt, or funding new investments, ultimately affecting the financial position of its parent, JPMorgan Chase & Co.

Risk Assessment

Risk Level: medium — While a routine capital raise, the specific terms of the offering (not detailed here) could introduce market or credit risk, making it a medium risk.

Analyst Insight

Investors should monitor subsequent filings for the specific terms (e.g., interest rates, maturity dates) of the securities being offered, as these details will impact JPMorgan Chase & Co.'s financial leverage and cost of capital.

Key Numbers

• 333-270004-01 — File Number (The registration statement under which the securities will be offered by JPMorgan Chase Financial Co. LLC)
• 333-270004 — File Number (The registration statement under which the securities will be offered by JPMORGAN CHASE & CO)
• 0001918704-26-007988 — SEC Accession No. (Unique identifier for this specific filing)

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

Forward-Looking Statements

• JPMorgan Chase Financial Co. LLC will successfully issue new securities. (JPMorgan Chase Financial Co. LLC) — high confidence, target: 2026-06-30

FAQ

Key Financial Figures

• $1,000 — ribed below. Minimum denominations of $1,000 and integral multiples thereof The no
• $8.00 — o as JPMS, may pay a structuring fee of $8.00 per $1,000 principal amount note with r
• $965.40 — lue of the notes would be approximately $965.40 per $1,000 principal amount note. The e
• $900.00 — ng supplement and will not be less than $900.00 per $1,000 principal amount note. See "
• $106.00 — ew Date Call Premium Amount First $106.00 Second $159.00 Third $212.00
• $159.00 — ium Amount First $106.00 Second $159.00 Third $212.00 Fourth $265.00
• $212.00 — $106.00 Second $159.00 Third $212.00 Fourth $265.00 Fifth $318.00
• $265.00 — $159.00 Third $212.00 Fourth $265.00 Fifth $318.00 Sixth $371.00 S
• $318.00 — $212.00 Fourth $265.00 Fifth $318.00 Sixth $371.00 Seventh $424.00
• $371.00 — h $265.00 Fifth $318.00 Sixth $371.00 Seventh $424.00 Eighth $477.00
• $424.00 — $318.00 Sixth $371.00 Seventh $424.00 Eighth $477.00 Ninth $530.00
• $477.00 — $371.00 Seventh $424.00 Eighth $477.00 Ninth $530.00 Tenth $583.00 F
• $530.00 — $424.00 Eighth $477.00 Ninth $530.00 Tenth $583.00 Final $636.00 H
• $583.00 — h $477.00 Ninth $530.00 Tenth $583.00 Final $636.00 Hypothetical Payout
• $636.00 — h $530.00 Tenth $583.00 Final $636.00 Hypothetical Payout Examples The fo

Filing Documents

• form424b2.htm (424B2) — 185KB
• 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
• 0001918704-26-007988.txt ( ) — 889KB

From the Filing

PRICING SUPPLEMENT The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. April , 2026 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2) JPMorgan Chase Financial Company LLC Structured Investments Review Notes Linked to the Least Performing of the Dow Jones Industrial Average , the Russell 2000 Index and the S&P 500 Index due April 12, 2032 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 for that Review Date. The earliest date on which an automatic call may be initiated is April 13, 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 are expected to price on or about April 7, 2026 and are expected to settle on or about April 14, 2026. CUSIP: 46660RHN7 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-5 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)(3) Proceeds to Issuer Per note $1,000 — $1,000 Total $ — $ (1) See "Supplemental Use of Proceeds" in this pricing supplement for information about the components of the price to public of the notes. (2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an investment adviser. These broker-dealers will forgo any commissions related to these sales. See "Plan of Distribution (Conflicts of Interest)" in the accompanying product supplement. (3) J.P. Morgan Securities LLC, which we refer to as JPMS, may pay a structuring fee of $8.00 per $1,000 principal amount note with respect to some or all of the notes to affiliated or unaffiliated dealers. If the notes priced today, the estimated value of the notes would be approximately $965.40 per $1,000 principal amount note. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplement and will not be less than $900.00 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: at least 10.60% $1,000 second Review Date: at least 15.90% $1,000 third Review Date: at least 21.20% $1,000 fourth Review Date: at least 26

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View this 424B2 filing on SEC EDGAR