JPMorgan Chase Issues $1.459 Billion Callable Fixed-Rate Notes Due 2056 with 5.75% Coupon

Note Structure and Redemption Features of the 30-Year Callable Notes

These callable notes have a 30-year maturity date of July 21, 2056, making them longer-dated than typical corporate debt offerings. They are unsecured and unsubordinated obligations of JPMorgan Chase & Co., ranking equally with other general bank obligations. Payment depends on JPMorgan Chase’s creditworthiness, with no claims against subsidiaries or affiliates unless the issuer defaults.

The call option allows JPMorgan Chase to redeem the entire issue on semi-annual redemption dates—the 22nd of January and July each year—starting January 22, 2031, through January 21, 2056. Redemption is at par plus accrued interest, with a minimum five business days’ notice to The Depository Trust Company. Partial redemptions are not permitted, creating reinvestment risk if interest rates fall and the issuer opts to refinance at lower costs.

Interest Payments and Calculation Methodology

The notes pay a fixed 5.75% annual interest rate monthly in arrears on the 22nd of each month, beginning August 22, 2026, through June 22, 2056, and finally on maturity. Interest calculations use a 30/360 day count convention with an unadjusted accrual method, simplifying payment computations. Each $1,000 principal note generates monthly interest based on the formula: principal amount multiplied by the interest rate and applicable day count fraction.

Interest periods start on and include an interest payment date and end before the next payment date, subject to earlier redemption. The first interest period began on the original issue date, July 22, 2026, and ends August 22, 2026. Payment dates adjust per the "Following" business day convention if they fall on non-business days. Investors receive fixed periodic income regardless of market conditions, though yields may differ from conventional debt with identical maturities.

Pricing Details, Fees, and Net Proceeds

The notes were priced at par ($1,000 per note) totaling $1.459 billion, representing 1,459 notes at minimum denominations. Pricing includes estimated hedging costs JPMorgan Chase incurs through affiliates to manage duration and interest rate risk. Gross fees and commissions amount to $23.322 per $1,000 note, totaling $34,026.25, resulting in net proceeds of approximately $976.678 per note and $1,424,973.75 overall.

J.P. Morgan Securities LLC acts as agent, distributing selling commissions of $23.322 per $1,000 to dealers. The pricing supplement highlights potential conflicts of interest in the distribution arrangement, advising investors to review the "Plan of Distribution (Conflicts of Interest)" section in the product supplement. Settlement occurred on July 22, 2026, following standard business day adjustments, with funds transferred and notes delivered via The Depository Trust Company.

Loss-Absorption and Resolution Treatment Under Regulatory Frameworks

The pricing supplement details treatment of these notes in a JPMorgan Chase resolution scenario. Federal Reserve rules require the bank to maintain minimum levels of unsecured long-term debt and loss-absorbing capacity, termed "eligible LTD," to recapitalize subsidiaries if the parent enters bankruptcy or FDIC receivership under Dodd-Frank Title II. This ensures systemically important banks maintain sufficient loss-absorbing resources without taxpayer bailouts.

In resolution, holders of eligible LTD, other unsecured creditors, and equity holders absorb losses before government capital support. JPMorgan Chase’s "single point of entry" resolution plan involves the parent entering bankruptcy while recapitalizing or winding down subsidiaries orderly. These unsecured unsubordinated notes rank in the loss-absorption hierarchy accordingly, representing a significant risk beyond normal credit considerations.

Capital Preservation and Principal Repayment Assurance

Noteholders are guaranteed at least the principal amount upon maturity or redemption, provided the notes remain outstanding and uncalled. This capital preservation offers certainty of principal return, unlike equity or floating-rate instruments with principal variability. However, payment depends on JPMorgan Chase’s ability to meet obligations, so the guarantee applies only if the issuer remains financially solvent.

As unsecured unsubordinated obligations, these notes have no claim on specific bank assets or subsidiaries and rank equally with other general corporate debt. They are not bank deposits, carry no FDIC insurance, and are not guaranteed by any bank subsidiary. The 30-year maturity introduces duration risk, making the notes sensitive to interest rate and inflation changes, which investors should weigh against the fixed income benefits.

Registration and Documentation for Investor Review

The pricing supplement, filed as a 424(b)(2) document under the Securities Act of 1933 referencing Registration Statement No. 333-293684, should be reviewed alongside the prospectus, prospectus supplement, and product supplement no. 1-I—all dated April 17, 2026. These documents together provide the complete terms and supersede prior communications, including preliminary pricing, correspondence, and marketing materials.

All documents are accessible via the SEC’s EDGAR system using JPMorgan Chase’s Central Index Key 19617. Investors are advised to consult investment, legal, tax, and accounting professionals before investing, as these notes involve risks beyond conventional debt. The SEC has not approved or disapproved the notes nor verified the accuracy of the documentation, consistent with standard disclaimers.

Risk Factors and Considerations for Long-Term Debt

The pricing supplement directs investors to "Selected Risk Considerations" on page PS-4 and broader "Risk Factors" on pages S-2 and PS-11 of the prospectus supplement and product supplement. The 30-year maturity exposes investors to increased risks from interest rate volatility, inflation, and credit changes over decades. Reinvestment risk is significant if rates decline, as coupon payments may be reinvested at lower yields, reducing overall returns below the stated 5.75% coupon.

The yield may be lower than comparable conventional debt due to the embedded call option, which allows JPMorgan Chase to redeem notes early if rates fall or credit spreads tighten, limiting price appreciation potential. Investors should carefully assess their interest rate outlook, tolerance for call risk, and desire for long-duration fixed income before investing.

Compliance, Eligibility, and Institutional Framework

Issued under JPMorgan Chase’s Series E medium-term notes program, these callable notes comply with Federal Reserve standards for eligible long-term debt, contributing to regulatory loss-absorbing capacity for systemically important banks. The $1.459 billion issuance and $1,000 denominations support participation from institutional and retail investors within JPMorgan Chase’s distribution network.

The notes’ resolution treatment reflects post-Dodd-Frank regulatory requirements mandating substantial unsecured debt to absorb losses without taxpayer aid. This framework prioritizes government claims over these notes but places them senior to equity. The pricing supplement’s detailed disclosure on resolution, loss absorption, and subsidiary recapitalization highlights enhanced transparency for eligible LTD issuances.

Secondary Market Trading and Liquidity Considerations

With CUSIP 48130KWU7, these notes settle through The Depository Trust Company, facilitating secondary market trading among institutional and retail investors. The original issue date of July 22, 2026, marks the start of trading and accrued interest calculations. Secondary purchasers pay accrued interest based on the 30/360 day count, with monthly payments on the 22nd.

The callable feature influences secondary market liquidity and pricing. In rising rate environments, the notes may trade below par as investors demand higher yields and call risk diminishes. Conversely, in declining rates, call risk limits price appreciation since JPMorgan Chase may redeem to refinance at lower rates. Investors should analyze effective duration and call-adjusted yields versus comparable fixed income options when considering secondary purchases.