Filed Pursuant to Rule
433 Registration No. 333-230098
Dated: November 1, 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 November 1, 2021 to the Prospectus dated April 11, 2019 (the “Preliminary Prospectus Supplement”).
| Issuer: | JPMorgan Chase & Co. | |
| Security Type: | SEC Registered Senior Notes | |
| Security: | Fixed-to-Floating Rate Notes due 2032 | |
| Currency: | USD | |
| Size: | $3,000,000,000 | |
| Maturity: | November 8, 2032 | |
| Fixed Rate Period: | From and including November 8, 2021 to but excluding November 8, 2031 | |
| Floating Rate Period: | From and including November 8, 2031 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: | 1.250% due August 15, 2031 | |
| Benchmark Treasury Yield: | 1.575% | |
| Spread to Benchmark Treasury: | +97 basis points | |
| Reoffer Yield: | 2.545% | |
| Fixed Rate Coupon: | 2.545%, 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 1.180% 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 Notes—Interest on the 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 May 8 and November 8, beginning May 8, 2022 and including November 8, 2031, and during the Floating Rate Period, each of February 8, 2032, May 8, 2032, August 8, 2032 and November 8, 2032. | |
| 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 notes, at our option, in whole at any time or in part from time to time, on or after May 8, 2022 and prior to November 8, 2031 upon at least 5 days’ but no more than 60 days’ notice to holders of the notes, at a redemption price equal to the sum of: (i) 100% of the principal amount of the notes being redeemed; (ii) the “Make-Whole Amount” discounted at the “Treasury Yield” plus 15 basis points, if any, with respect to such notes; and (iii) accrued and unpaid interest on such notes to, but excluding, the date of redemption. | |
| In addition, we may redeem the notes, at our option, in whole, but not in part, on November 8, 2031 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 8, 2032, 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: | 46647PCR5 / US46647PCR55 | |
| Trade Date: | November 1, 2021 | |
| Settlement Date: | November 8, 2021 (T+5) | |
| Denominations: | $2,000 x $1,000 | |
| Sole Bookrunner: | J.P. Morgan Securities LLC | |
| Co-Managers: | Academy Securities, Inc. | |
| American Veterans Group, PBC | ||
| AmeriVet Securities, Inc. | ||
| Drexel Hamilton, LLC | ||
| Mischler Financial Group, Inc. | ||
| Multi-Bank Securities, Inc. | ||
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 November 8, 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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