JPMorgan Chase Financial Co. LLC Files 424B2 Prospectus

TL;DR

**JPMorgan Chase Financial Co. LLC is raising capital via a new securities offering.**

AI Summary

JPMorgan Chase Financial Co. LLC, a subsidiary of JPMorgan Chase & Co., filed a 424B2 prospectus on March 24, 2026, related to its existing shelf registration statement (File No. 333-270004-01). This filing indicates that JPMorgan Chase Financial Co. LLC is offering securities, likely debt or equity, under a previously approved registration. This matters to investors because it signals the company's intent to raise capital, which could be used for various corporate purposes, potentially impacting future earnings or dilution for existing shareholders.

Why It Matters

This filing signals JPMorgan Chase Financial Co. LLC's intent to raise capital, which could affect the company's financial structure and future growth prospects.

Risk Assessment

Risk Level: medium — The filing itself is routine for capital raising, but the specifics of the offering (not detailed here) could introduce market or financial risks.

Analyst Insight

Investors should monitor subsequent filings from JPMorgan Chase Financial Co. LLC for specific terms of the offering, such as the type of securities, amount, and pricing, to assess potential impact on the parent company, JPMORGAN CHASE & CO.

Key Numbers

• 0001665650 — CIK (Unique identifier for JPMorgan Chase Financial Co. LLC)
• 0000019617 — CIK (Unique identifier for JPMORGAN CHASE & CO)
• 2026-03-24 — Filing Date (Date the 424B2 was filed)
• 333-270004-01 — File No. (Registration statement under which the securities are offered)

Key Players & Entities

• JPMorgan Chase Financial Co. LLC (company) — Filer of the 424B2 prospectus
• JPMORGAN CHASE & CO (company) — Parent company of the filer
• March 24, 2026 (date) — Filing date of the 424B2
• 333-270004-01 (dollar_amount) — File number for the shelf registration statement

Forward-Looking Statements

• JPMorgan Chase Financial Co. LLC will proceed with a securities offering. (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
• $30.00 — t will these selling commissions exceed $30.00 per $1,000 principal amount note. See "
• $941.00 — lue of the notes would be approximately $941.00 per $1,000 principal amount note. The e
• $940.00 — ng supplement and will not be less than $940.00 per $1,000 principal amount note. See "
• $117.60 — ew Date Call Premium Amount First $117.60 Second $147.00 Third $176.40
• $147.00 — ium Amount First $117.60 Second $147.00 Third $176.40 Fourth $205.80
• $176.40 — $117.60 Second $147.00 Third $176.40 Fourth $205.80 Fifth $235.20
• $205.80 — $147.00 Third $176.40 Fourth $205.80 Fifth $235.20 Sixth $264.60 S
• $235.20 — $176.40 Fourth $205.80 Fifth $235.20 Sixth $264.60 Seventh $294.00
• $264.60 — h $205.80 Fifth $235.20 Sixth $264.60 Seventh $294.00 Eighth $323.40
• $294.00 — $235.20 Sixth $264.60 Seventh $294.00 Eighth $323.40 Ninth $352.80
• $323.40 — $264.60 Seventh $294.00 Eighth $323.40 Ninth $352.80 Tenth $382.20 E
• $352.80 — $294.00 Eighth $323.40 Ninth $352.80 Tenth $382.20 Eleventh $411.60
• $382.20 — h $323.40 Ninth $352.80 Tenth $382.20 Eleventh $411.60 Twelfth $441.0
• $411.60 — $352.80 Tenth $382.20 Eleventh $411.60 Twelfth $441.00 Thirteenth $470

Filing Documents

• form424b2.htm (424B2) — 181KB
• image_001.jpg (GRAPHIC) — 21KB
• image_002.jpg (GRAPHIC) — 5KB
• image_006.jpg (GRAPHIC) — 152KB
• image_007.jpg (GRAPHIC) — 148KB
• image_003.gif (GRAPHIC) — 3KB
• image_004.gif (GRAPHIC) — 5KB
• image_005.gif (GRAPHIC) — 5KB
• 0001918704-26-008036.txt ( ) — 649KB

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. March , 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 Lesser Performing of the S&P 500 Index and the EURO STOXX 50 Index due April 3, 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 S&P 500 Index and the EURO STOXX 50 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 April 6, 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 March 31, 2026 and are expected to settle on or about April 6, 2026. CUSIP: 46660RHA5 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 $ $ 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) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the selling commissions it receives from us to other affiliated or unaffiliated dealers. In no event will these selling commissions exceed $30.00 per $1,000 principal amount 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 $941.00 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 $940.00 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 S&P 500 Index (Bloomberg ticker: SPX) and the EURO STOXX 50 Index (Bloomberg ticker: SX5E) (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 11.76% $1,000 second Review Date: at least 14.70% $1,000 third Review Date: at least 17.64% $1,000 fourth Review Date: at least 20.58% $1,000 fifth Review Date: at least 23.52% $1,000 sixth Review Date: at least 26.46% $1,000 seventh Review Date: at least 29.40% $1,000 eighth Review Date: at least 32.34% $1,000 ninth Review Date: at least 35.28% $1,000 tenth Review Date: at least 38.22% $1,000 elevent

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View this 424B2 filing on SEC EDGAR