Filed Pursuant to Rule 433
Registration No. 333-263304
Dated: July 15, 2024
Pricing Term Sheet
This term sheet supplements the information set forth under “Description of the Notes” in the Prospectus Supplement, subject to completion, dated July 15, 2024 to the Prospectus dated April 11, 2022 (the “Preliminary Prospectus Supplement”).
| Issuer: |
JPMorgan Chase & Co. | |
| Security Type: |
SEC Registered Senior Notes | |
| Security: |
Floating Rate Notes due 2028 | |
| Currency: |
USD | |
| Size: |
$750,000,000 | |
| Maturity: |
July 22, 2028 | |
| 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: |
+93 basis points | |
| Price to Public: |
100% of face amount | |
| Proceeds (Before Expenses) to Issuer: |
$748,125,000 | |
| Interest Payment Dates: |
January 22, April 22, July 22 and October 22 of each year, commencing October 22, 2024. | |
| Business Day: |
New York | |
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| 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 July 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 to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
| 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 June 22, 2028, 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 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 Notes” in the Preliminary Prospectus Supplement. | ||
| CUSIP/ISIN: |
46647PEM4 / US46647PEM41 | |
| Trade Date: |
July 15, 2024 | |
| Settlement Date: |
July 22, 2024 (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 $2,000,000,000 of fixed-to-floating rate notes due 2028, $2,750,000,000 of fixed-to-floating rate notes due 2030 and $3,500,000,000 of fixed-to-floating rate notes due 2035. The consummation of each of these | |
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| offerings is not contingent on any other offering. | ||
| Sole Bookrunner: |
J.P. Morgan Securities LLC | |
| Co-Managers: |
BMO Capital Markets Corp. CIBC World Markets Corp. Commonwealth Bank of Australia Danske Markets Inc. Desjardins Securities Inc. ING Financial Markets LLC Intesa Sanpaolo IMI Securities Corp. KeyBanc Capital Markets Inc. Lloyds Securities Inc. M&T Securities, Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. National Bank of Canada Financial Inc. Nordea Bank Abp PNC Capital Markets LLC RBC Capital Markets, LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC Bancroft Capital, LLC Blaylock Van, LLC C.L. King & Associates, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC Falcon Square Capital LLC Great Pacific Securities Penserra Securities LLC R. Seelaus & Co., LLC Roberts & Ryan Investments, Inc. Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Stern Brothers & Co. Telsey Advisory Group LLC Tigress Financial Partners, LLC | |
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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 July 22, 2024 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 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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