JPMorgan Chase & Co.
01/30/2026 | Press release | Distributed by Public on 01/30/2026 08:22
Free Writing Prospectus (Form FWP)
Filed Pursuant to Rule 433
Registration No. 333-285537
Dated: January 29, 2026
Pricing Term Sheet
This term sheet supplements the information set forth under "Description of the Subordinated Notes" in the Prospectus Supplement, subject to completion, dated January 29, 2026 to the Prospectus dated April 10, 2025 (the "Preliminary Prospectus Supplement").
| Issuer: | JPMorgan Chase & Co. | |
| Security Type: | SEC Registered Subordinated Notes | |
| Security: | Fixed-to-Floating Rate Subordinated Notes due 2037 | |
| Currency: | USD | |
| Size: | $3,000,000,000 | |
| Maturity: | February 5, 2037 | |
| Fixed Rate Period: | From and including February 5, 2026 to, but excluding, February 5, 2036 | |
| Floating Rate Period: | From and including February 5, 2036 to, but excluding, Maturity | |
| Payment Frequency: | Semi-annual during the Fixed Rate Period and quarterly during the Floating Rate Period | |
| Day Count Fraction: | 30/360 during the Fixed Rate Period, Actual/360 during the Floating Rate Period | |
| Benchmark Treasury: | 4.000% due November 15, 2035 | |
| Benchmark Treasury Yield: | 4.223% | |
| Spread to Benchmark Treasury: | +97 basis points | |
| Reoffer Yield: | 5.193% | |
| Fixed Rate Coupon: | 5.193%, payable semiannually in arrears during the Fixed Rate Period. | |
| Floating Rate Coupon: | An annual floating rate equal to the Floating Rate Index plus a spread of 1.300% per annum, payable quarterly in arrears during the Floating Rate Period. | |
| Floating Rate Index: | Benchmark rate (expected to be Compounded SOFR as described under "Description of the Subordinated Notes-Interest on the subordinated notes" in the Preliminary Prospectus Supplement). | |
| Floating Rate Reset Frequency: | Quarterly during the Floating Rate Period | |
| Price to Public: | 100% of face amount | |
| Proceeds (Before Expenses) to Issuer: | $2,986,500,000 | |
| Interest Payment Dates: | During the Fixed Rate Period, each February 5 and August 5, beginning August 5, 2026 and including February 5, 2036, and during the Floating Rate Period, each of May 5, 2036, August 5, 2036, November 5, 2036 and February 5, 2037. | |
| Business Day: | New York | |
| Business Day Convention: | During the Fixed Rate Period, following business day. During the Floating Rate Period, modified following business day. | |
| Optional Redemption: | We may redeem the subordinated notes, at our option, in whole at any time or in part from time to time, on or after February 5, 2031 and prior to February 5, 2036 upon at least 5 days' but no more than 60 days' notice to holders of the subordinated notes, at a redemption price equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the subordinated notes to be redeemed discounted to the redemption date (assuming the subordinated notes matured on February 5, 2036) on a semi-annual basis (assuming a 360-day year consisting of twelve 30- | |
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| day months) at the "Treasury Rate" plus 15 basis points less (b) interest accrued on those subordinated notes to the redemption date; and (ii) 100% of the principal amount of the subordinated notes to be redeemed; plus, in either case, accrued and unpaid interest on the subordinated notes to be redeemed to, but excluding, the redemption date. | ||
| In addition, we may redeem the subordinated notes, at our option, in whole, but not in part, on February 5, 2036 upon at least 5 days' but no more than 60 days' notice to holders of the subordinated notes, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | ||
| In addition, we may redeem the subordinated notes, at our option, in whole at any time or in part from time to time, on or after November 5, 2036 upon at least 5 days' but no more than 60 days' notice to holders of the subordinated notes, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | ||
| The foregoing supplements and supersedes the information set forth under "Description of the Subordinated Notes" in the Preliminary Prospectus Supplement. | ||
| CUSIP/ISIN: | 46647PFK7 / US46647PFK75 | |
| Trade Date: | January 29, 2026 | |
| Settlement Date: | February 5, 2026 (T+5) | |
| Denominations: | $2,000 x $1,000 | |
| Sole Bookrunner: | J.P. Morgan Securities LLC | |
| Co-Managers: |
BMO Capital Markets Corp. CIBC World Markets Corp. Commonwealth Bank of Australia Danske Markets Inc. |
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Desjardins Securities Inc. nabSecurities, LLC NatWest Markets Securities Inc. RBC Capital Markets, LLC RB International Markets (USA) LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC TD Securities (USA) LLC TCBI Securities Inc., doing business as Texas Capital Securities Westpac Capital Markets LLC Academy Securities, Inc. American Veterans Group, PBC AmeriVet Securities, Inc. Apto Partners, LLC Blaylock Van, LLC C.L. King & Associates, Inc. Cabrera Capital Markets LLC CAVU Securities LLC Great Pacific Securities Guzman & Company Independence Point Securities LLC Loop Capital Markets LLC MFR Securities, Inc. Multi-Bank Securities, Inc. Penserra Securities LLC R. Seelaus & Co., LLC Roberts & Ryan Investments, Inc. Siebert Williams Shank & Co., LLC Stern Brothers & Co. |
Certain of the underwriters are not U.S. registered broker-dealers, and will not effect any offers or sales of any subordinated notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
Settlement Period: The closing will occur on February 5, 2026 which will be more than one U.S. business day after the date of this pricing term sheet. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in one business day, unless the parties to a trade expressly agree otherwise.
JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange
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Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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JPMorgan Chase & Co. published this content on January 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 30, 2026 at 14:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]