Filed Pursuant to Rule 433
Registration No. 333-230098
Dated: September 15, 2021
Pricing Term Sheet
This term sheet supplements the information set forth under “Description of the Notes” in the Prospectus Supplement, subject to completion, dated September 15, 2021 to the Prospectus dated April 11, 2019 (the “Preliminary Prospectus Supplement”).
| Issuer: | JPMorgan Chase & Co. | |||
| Security Type: | SEC Registered Senior Notes | |||
| Security: | Floating Rate Notes due 2027 | |||
| Currency: | USD | |||
| Size: | $500,000,000 | |||
| Maturity: | September 22, 2027 | |||
| Payment Frequency: | Quarterly | |||
| Day Count Fraction: | Actual/360 | |||
| Index: | Benchmark rate, which will initially be Compounded SOFR as described under “Description of the Notes—Interest on the notes” in the Preliminary Prospectus Supplement. | |||
| Re-offer Spread to Index: | +76.5 basis points | |||
| Price to Public: | 100% of face amount | |||
| Proceeds (Before Expenses) to Issuer: | $498,250,000 | |||
| Interest Payment Dates: | March 22, June 22, September 22 and December 22 of each year, commencing December 22, 2021 | |||
| Business Day: | New York | |||
| Business Day Convention: | Modified Following Business Day | |||
| Reset Frequency: | Quarterly | |||
| Optional Redemption: | We may redeem the notes, at our option, in whole, but not in part, on September 22, 2026 upon at least 5 days’ but no more than 60 days’ notice to holders of the notes, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
In addition, we may redeem the notes, at our option, in | |||
| whole at any time or in part from time to time, on or after August 22, 2027, upon at least 5 days’ but no more than 60 days’ notice to holders of the notes, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
The foregoing supplements and supersedes the information set forth under “Description of the Notes” in the Preliminary Prospectus Supplement. | ||||
| CUSIP/ISIN: | 46647PCQ7 / US46647PCQ72 | |||
| Trade Date: | September 15, 2021 | |||
| Settlement Date: | September 22, 2021 (T+5) | |||
| Denominations: | $2,000 x $1,000 | |||
| Concurrent Issuance: | In addition to the notes described in this term sheet, JPMorgan Chase & Co. is concurrently offering $2,750,000,000 of fixed-to-floating rate notes due 2027. The consummation of each of these offerings is not contingent on any other offering. | |||
| Sole Bookrunner: | J.P. Morgan Securities LLC | |||
| Co-Managers: | ABN AMRO Securities (USA) LLC Commonwealth Bank of Australia DZ Financial Markets LLC ING Financial Markets LLC Intesa Sanpaolo S.p.A. Mizuho Securities USA LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Nordea Bank Abp PNC Capital Markets LLC Santander Investment Securities Inc. SMBC Nikko Securities America, Inc. Westpac Capital Markets LLC Apto Partners, LLC Cabrera Capital Markets LLC Great Pacific Securities | |||
Certain of the underwriters are not U.S. registered broker-dealers, and will not effect any offers or sales of any 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 September 22, 2021 which will be more than two U.S. business days 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 two business days, 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 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.
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