JPMorgan Financial Files 424B2 Prospectus for New Securities Offering

TL;DR

**JPMorgan Financial is issuing new securities, likely debt, 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 its existing shelf registration (File No. 333-270004-01). This filing indicates that JPMorgan Chase Financial Co. LLC is offering new securities, likely debt instruments, to raise capital. For investors, this means the company is actively managing its capital structure, which could impact future earnings and dividend policies, making it important to understand the terms of this specific offering.

Why It Matters

This filing signals JPMorgan Chase Financial Co. LLC is raising capital, which could be used for general corporate purposes, potentially impacting the parent company's financial health and future growth prospects.

Risk Assessment

Risk Level: low — This is a standard prospectus filing for a financial institution, indicating a routine capital-raising activity rather than an immediate high-risk event.

Analyst Insight

Investors should review the full pricing supplement (jpm2338_424b2-10747.htm) to understand the specific terms, interest rates, and maturity dates of the securities being offered, as these details will impact the company's financial obligations and potential returns for bondholders.

Key Numbers

• 333-270004-01 — Shelf Registration File No. (Identifies the specific registration statement under which the securities are being offered.)
• 0001839882-26-016742 — SEC Accession No. (Unique identifier for this specific filing, useful for retrieval.)

Key Players & Entities

• JPMorgan Chase Financial Co. LLC (company) — the filer of the 424B2 prospectus
• JPMorgan Chase & Co. (company) — the parent company of the filer
• March 24, 2026 (date) — the filing date of the 424B2
• 333-270004-01 (string) — the file number for the shelf registration statement

Forward-Looking Statements

• JPMorgan Chase Financial Co. LLC will successfully raise capital through this offering. (JPMorgan Chase Financial Co. LLC) — high confidence, target: 2026-06-30

FAQ

Key Financial Figures

• $2,153,000 — l Company LLC Structured Investments $2,153,000 Auto Callable Notes Linked to the J.P
• $1,000 — f the notes. Minimum denominations of $1,000 and integral multiples thereof The no
• $41.25 — roceeds to Issuer Per note $1,000 $41.25 $958.75 Total $2,153,000 $88,81
• $958.75 — o Issuer Per note $1,000 $41.25 $958.75 Total $2,153,000 $88,811.25 $2,
• $88,811.25 — $41.25 $958.75 Total $2,153,000 $88,811.25 $2,064,188.75 (1) See "Supplemental
• $2,064,188.75 — .75 Total $2,153,000 $88,811.25 $2,064,188.75 (1) See "Supplemental Use of Proceeds
• $910.80 — en the terms of the notes were set, was $910.80 per $1,000 principal amount note. See "
• $1000 — Maturity" above, an amount equal to (i) $1000 plus (ii) the option value. The "opti
• $130.50 — ew Date Call Premium Amount First $130.50 Second $261.00 Third $391.50
• $261.00 — ium Amount First $130.50 Second $261.00 Third $391.50 Fourth $522.00
• $391.50 — $130.50 Second $261.00 Third $391.50 Fourth $522.00 Fifth $652.50
• $522.00 — $261.00 Third $391.50 Fourth $522.00 Fifth $652.50 Sixth $783.00 P
• $652.50 — $391.50 Fourth $522.00 Fifth $652.50 Sixth $783.00 PS- 6 | Structured
• $783.00 — h $522.00 Fifth $652.50 Sixth $783.00 PS- 6 | Structured Investments Auto
• $650.00 — Payment at Maturity 165.00 65.00% $650.00 $1,650.00 150.00 50.00% $500.00

Filing Documents

• jpm2338_424b2-10747.htm (424B2) — 353KB
• ex-filingfees.htm (EX-FILING FEES) — 8KB
• image1.gif (GRAPHIC) — 2KB
• image2.gif (GRAPHIC) — 64KB
• image3.gif (GRAPHIC) — 1035KB
• image4.gif (GRAPHIC) — 481KB
• image5.gif (GRAPHIC) — 16KB
• 0001839882-26-016742.txt ( ) — 2658KB
• ex-filingfees_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 $2,153,000 Auto Callable Notes Linked to the J.P. Morgan Multi-Asset Index due March 24, 2033 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 (other than the final Review Date), the closing level of the J.P. Morgan Multi-Asset Index, which we refer to as the Index, is at or above the Call Value for that Review Date. The earliest date on which an automatic call may be initiated is March 25, 2027. The notes are also designed for investors who seek uncapped, unleveraged exposure to any appreciation of the Index at maturity if the notes have not been automatically called. Investors should be willing to forgo interest payments, while seeking full repayment of principal 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. 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: 46660RBC7 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-12 of the accompanying product supplement, "Risk Factors" beginning on page US-4 of the accompanying underlying supplement and "Selected Risk Considerations" beginning on page PS-8 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 $41.25 $958.75 Total $2,153,000 $88,811.25 $2,064,188.75 (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 $41.25 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 $910.80 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. 3-I dated April 13, 2023, underlying supplement no. 23-I dated August 28, 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. Index: The J.P. Morgan Multi-Asset Index (Bloomberg ticker: MAX). The level of the Index reflects a 1.00% per annum daily deduction. Participation Rate: 100.00% Call Premium Amount: The Call Premium Amount with respect to each Review Date is set forth below: first Review Date: 13.05% $1,000 second Review Date: 26.10% $1,000 third Review Date: 39.15% $1,000 fourth Review Date: 52.20% $1,000 fifth Review Date: 65.25% $1,000 sixth Review Date: 78.30% $1,000 Call Value: The Call Value for each Review Date is set forth below: first Review Date: 101.50% of the Initial Value second Review Date: 103.00% of the Initial Value third Review Date: 104.50% of the Initial Value fourth Review Date: 106.00% of the Initial Value fifth Review Date: 107.50% of the Initial Value sixth Review Date: 109.00% of the Initial Value 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, March 20, 2031, March 22, 2032 and March 21, 2033 (final Review Date) Call Settlement Dates*: March 30, 2027, March 23, 2028, March 23, 2029, Marc

View Full Filing

View this 424B2 filing on SEC EDGAR