Obbligazione JPMorgan Chase & Co. 2.522% ( US46647PBL94 ) in USD

JPMorgan Chase & Co.

100 USD ▲

Stati Uniti

US46647PBL94 ( in USD )

2.522% per anno ( pagato 2 volte l'anno)

21/04/2031

Prospetto opuscolo dell'obbligazione JPMorgan Chase & Co US46647PBL94 en USD 2.522%, scadenza 21/04/2031

2 000 USD

2 750 000 000 USD

46647PBL9

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

22/10/2025 ( In 166 giorni )

JPMorgan Chase & Co. è una delle più grandi istituzioni finanziarie al mondo, operante nel settore bancario d'investimento, gestione patrimoniale e servizi finanziari per consumatori.

The Obbligazione issued by JPMorgan Chase & Co. ( United States ) , in USD, with the ISIN code US46647PBL94, pays a coupon of 2.522% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 21/04/2031

The Obbligazione issued by JPMorgan Chase & Co. ( United States ) , in USD, with the ISIN code US46647PBL94, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by JPMorgan Chase & Co. ( United States ) , in USD, with the ISIN code US46647PBL94, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d903512d424b2.htm 424B2
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 3 0 0 9 8
Prospe c t us Supple m e nt
(To Prospectus dated April 11, 2019)

$3,500,000,000
$2,750,000,000
Fixed-to-Floating Rate Notes due 2026
Fixed-to-Floating Rate Notes due 2031
Issue price: 100.000%
Issue price: 100.000%

$1,500,000,000
$2,250,000,000
Fixed-to-Floating Rate Notes due 2041
Fixed-to-Floating Rate Notes due 2051
Issue price: 100.000%
Issue price: 100.000%

The fixed-to-floating rate notes due 2026, which we refer to as the 2026 notes, will mature on April 22, 2026. The 2026 notes will bear
interest from and including April 22, 2020 to, but excluding, April 22, 2025 at a fixed annual rate of 2.083%, payable semiannually in
arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including April 22, 2025. From and including
April 22, 2025, the 2026 notes will bear interest at a floating annual rate equal to a benchmark rate (which is expected to be Three-Month
Term SOFR) plus a spread of 1.85% per annum, payable quarterly in arrears, on July 22, 2025, October 22, 2025, January 22, 2026 and
April 22, 2026.

The fixed-to-floating rate notes due 2031, which we refer to as the 2031 notes, will mature on April 22, 2031. The 2031 notes will bear
interest from and including April 22, 2020 to, but excluding, April 22, 2030 at a fixed annual rate of 2.522%, payable semiannually in
arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including April 22, 2030. From and including
April 22, 2030, the 2031 notes will bear interest at a floating annual rate equal to a benchmark rate (which is expected to be Three-Month
Term SOFR) plus a spread of 2.04% per annum, payable quarterly in arrears, on July 22, 2030, October 22, 2030, January 22, 2031 and
April 22, 2031.

The fixed-to-floating rate notes due 2041, which we refer to as the 2041 notes, will mature on April 22, 2041. The 2041 notes will bear
interest from and including April 22, 2020 to, but excluding, April 22, 2040 at a fixed annual rate of 3.109%, payable semiannually in
arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including April 22, 2040. From and including
April 22, 2040, the 2041 notes will bear interest at a floating annual rate equal to a benchmark rate (which is expected to be Three-Month
Term SOFR) plus a spread of 2.46% per annum, payable quarterly in arrears, on July 22, 2040, October 22, 2040, January 22, 2041 and
April 22, 2041.

The fixed-to-floating rate notes due 2051, which we refer to as the 2051 notes, will mature on April 22, 2051. The 2051 notes will bear
interest from and including April 22, 2020 to, but excluding, April 22, 2050 at a fixed annual rate of 3.109%, payable semiannually in
arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including April 22, 2050. From and including
April 22, 2050, the 2051 notes will bear interest at a floating annual rate equal to a benchmark rate (which is expected to be Three-Month
Term SOFR) plus a spread of 2.44% per annum, payable quarterly in arrears, on July 22, 2050, October 22, 2050, January 22, 2051 and
April 22, 2051.

We refer to the 2026 notes, the 2031 notes, the 2041 notes and the 2051 notes collectively as the notes. The notes are redeemable on
the applicable dates and at the applicable redemption prices described in this prospectus supplement. There is no sinking fund for the
notes.

T he int e re st ra t e on t he not e s during t he a pplic a ble floa t ing ra t e pe riod m a y be de t e rm ine d ba se d on a ra t e ot he r
t ha n T hre e -M ont h T e rm SOFR. Se e "Risk Fa c t ors " be ginning on pa ge S -3 for a disc ussion of t his a nd c e rt a in ot he r
risk s t ha t you should c onside r in c onne c t ion w it h a n inve st m e nt in t he not e s.

The notes are unsecured and will have the same rank as our other unsecured and unsubordinated debt obligations.

The notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
U nde rw rit ing

Pric e t o Public

Disc ount s

Proc e e ds t o U s
Per 2026 Note

100.000%

0.350%

99.650%
Per 2031 Note

100.000%

0.450%

99.550%
Per 2041 Note

100.000%

0.875%

99.125%
Per 2051 Note

100.000%

0.875%

99.125%
Total
$10,000,000,000

$57,437,500

$9,942,562,500

The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about April 22, 2020.

Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in connection with
offers and sales of the notes in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary
market sales will be made at prices related to market prices at the time of sale.

J .P. M orga n

April 15, 2020
Table of Contents
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus
supplement and the attached prospectus. We have not authorized anyone to provide you with any other information. If you receive any
information not authorized by us, you should not rely on it.

We are offering to sell the notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference in this prospectus supplement or the attached prospectus is
accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page
Prospectus Supplement

Risk Factors
S-3
JPMorgan Chase & Co.
S-8
Where You Can Find More Information About JPMorgan Chase
S-8
Use of Proceeds
S-9
Description of the Notes
S-10
Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
S-20
Certain ERISA Matters
S-23
Underwriting
S-24
Conflicts of Interest
S-26
Independent Registered Public Accounting Firm
S-27
Legal Opinions
S-27

Page
Prospectus

Summary

2
Where You Can Find More Information About JPMorgan Chase

6
Important Factors That May Affect Future Results

7
Use of Proceeds

9
Description of Debt Securities

10
Description of Preferred Stock

20
Description of Depositary Shares

33
Description of Common Stock

34
Description of Securities Warrants

35
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
Description of Currency Warrants

35
Description of Units

37
Book-Entry Issuance

38
Plan of Distribution

42
Independent Registered Public Accounting Firm

43
Legal Opinions

43

S-2
Table of Contents
RISK FACTORS

Your investment in the notes will involve certain risks. You should carefully consider the following discussion of risks and the other information contained
in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus, including JPMorgan Chase & Co.'s Annual Report on Form 10-K for the year ended December 31, 2019, and all subsequent
filings under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, before deciding whether an investment in the notes is suitable for
you. We refer to JPMorgan Chase & Co. in this prospectus supplement as "JPMorgan Chase", "we" or "us".

The COVID-19 pandemic has caused and is causing significant harm to the global economy and our businesses.

On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The
COVID-19 pandemic and governmental responses to the pandemic have had, and continue to have, a severe impact on global economic conditions,
including:

· significant disruption and volatility in the financial markets

· disruption of global supply chains

· temporary closures of many businesses, leading to loss of revenues and increased unemployment, and

· the institution of social distancing and sheltering-in-place requirements in the U.S. and other countries.

If the pandemic is prolonged, or other diseases emerge that give rise to similar effects, the adverse impact on the global economy could deepen.

The continuation of the adverse economic conditions caused by the pandemic can be expected to have a significant adverse effect on JPMorgan Chase's
businesses and results of operations, including:

· significantly reduced demand for products and services from JPMorgan Chase's clients and customers

· possible recognition of credit losses and increases in the allowance for credit losses, especially if businesses remain closed, unemployment

continues to rise and clients and customers draw on their lines of credit or seek additional loans to help finance their businesses

· possible downgrades in JPMorgan Chase's credit ratings

· possible constraints on liquidity and capital, whether due to increases in risk-weighted assets related to supporting client activities or to

regulatory actions, and

· the possibility that significant portions of JPMorgan Chase's workforce are unable to work effectively, including because of illness,

quarantines, sheltering-in-place arrangements, government actions or other restrictions in connection with the pandemic.

The extent to which the COVID-19 pandemic negatively affects JPMorgan Chase's businesses, results of operations and financial condition, as well as its
regulatory capital and liquidity ratios, will depend on future developments that are highly uncertain and cannot be predicted, including the scope and
duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. To the extent the COVID-19
pandemic adversely affects JPMorgan Chase's business, results of operations and financial condition, it may also have the effect of heightening many of the
other risks described in the "Risk Factors" section of JPMorgan Chase's Annual Report on Form 10-K for the year ended December 31, 2019.

S-3
Table of Contents
Investors should not rely on indicative or historical data concerning the Secured Overnight Financing Rate.

In the following discussion of the Secured Overnight Financing Rate, when we refer to SOFR-linked notes, we mean the notes at any time when the
interest rate on the notes is or will be determined based on the Secured Overnight Financing Rate, including Three-Month Term SOFR, and when we refer
to the "benchmark transition provisions" and certain defined terms contained in those provisions, we mean the benchmark transition provisions and defined
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
terms that are described herein under "Description of the Notes Interest on the notes".

The Secured Overnight Financing Rate is published by the Federal Reserve Bank of New York ("FRBNY") and is intended to be a broad measure of the
cost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that the Secured Overnight Financing Rate includes all trades
in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement ("repo") transactions cleared through the delivery-versus-payment
service offered by the Fixed Income Clearing Corporation (the "FICC"), a subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). The
Secured Overnight Financing Rate is filtered by FRBNY to remove a portion of the foregoing transactions considered to be "specials". According to
FRBNY, "specials" are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash
providers are willing to accept a lesser return on their cash in order to obtain a particular security.

FRBNY reports that the Secured Overnight Financing Rate is calculated as a volume-weighted median of transaction-level tri-party repo data collected
from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo
transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC's delivery-versus-payment service. FRBNY states that it
obtains information from DTCC Solutions LLC, an affiliate of DTCC.

FRBNY currently publishes the Secured Overnight Financing Rate daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. FRBNY
states on its publication page for the Secured Overnight Financing Rate that use of the Secured Overnight Financing Rate is subject to important
disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision
practices or availability of the Secured Overnight Financing Rate at any time without notice.

FRBNY started publishing the Secured Overnight Financing Rate in April 2018. FRBNY has also started publishing historical indicative Secured Overnight
Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors
should not rely on such historical indicative data or on any historical changes or trends in the Secured Overnight Financing Rate as an indicator of the future
performance of the Secured Overnight Financing Rate. Since the initial publication of the Secured Overnight Financing Rate, daily changes in the rate have,
on occasion, been more volatile than daily changes in comparable benchmark or market rates, and the Secured Overnight Financing Rate over time may
bear little or no relation to the historical actual or historical indicative data. In addition, the return on and value of the SOFR-linked notes may fluctuate
more than floating rate securities that are linked to less volatile rates.

Changes in the Secured Overnight Financing Rate could adversely affect holders of the SOFR-linked notes.

Because the Secured Overnight Financing Rate is published by FRBNY based on data received from other sources, we have no control over its
determination, calculation or publication. There can be no assurance that the Secured Overnight Financing Rate will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of investors in the SOFR-linked notes. If the manner in which the Secured

S-4
Table of Contents
Overnight Financing Rate is calculated is changed, that change may result in a reduction in the amount of interest that accrues on the SOFR-linked notes,
which may adversely affect the trading prices of the SOFR-linked notes. In addition, the interest rate on the SOFR-linked notes for any day will not be
adjusted for any modification or amendment to the Secured Overnight Financing Rate for that day that FRBNY may publish if the interest rate for that day
has already been determined prior to such publication. Further, if the interest rate on the SOFR-linked notes during the applicable floating rate period on
any day or for any interest period declines to zero or becomes negative, no interest will accrue on the SOFR-linked notes with respect to that day or interest
period.

The Secured Overnight Financing Rate differs fundamentally from, and may not be a comparable substitute for, U.S. dollar LIBOR.

In June 2017, the Alternative Reference Rates Committee (the "ARRC") convened by the Board of Governors of the Federal Reserve System and FRBNY
announced the Secured Overnight Financing Rate as its recommended alternative to the London interbank offered rate for U.S. dollar obligations ("U.S.
dollar LIBOR"). However, because the Secured Overnight Financing Rate is a broad U.S. Treasury repo financing rate that represents overnight secured
funding transactions, it differs fundamentally from U.S. dollar LIBOR. For example, the Secured Overnight Financing Rate is a secured overnight rate,
while U.S. dollar LIBOR is an unsecured rate that represents interbank funding over different maturities. In addition, because the Secured Overnight
Financing Rate is a transaction-based rate, it is backward-looking, whereas U.S. dollar LIBOR is forward-looking. Because of these and other differences,
there can be no assurance that the Secured Overnight Financing Rate will perform in the same way as U.S. dollar LIBOR would have done at any time, and
there is no guarantee that it is a comparable substitute for U.S. dollar LIBOR.

Any failure of the Secured Overnight Financing Rate to gain market acceptance could adversely affect holders of the SOFR-linked notes.

The Secured Overnight Financing Rate may fail to gain market acceptance. The Secured Overnight Financing Rate was developed for use in certain U.S.
dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is considered to be a good representation of general
funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not
measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that
market participants would not consider the Secured Overnight Financing Rate to be a suitable substitute or successor for all of the purposes for which U.S.
dollar LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may,
in turn, lessen its market acceptance. Any failure of the Secured Overnight Financing Rate to gain market acceptance could adversely affect the return on,
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
value of and market for the SOFR-linked notes.

Any market for the notes may be illiquid or unpredictable.

The SOFR-linked notes will likely have no established trading market when issued, and an established trading market for the SOFR-linked notes may
never develop or may not be very liquid. Market terms for securities that are linked to the Secured Overnight Financing Rate, such as the spread over the
base rate reflected in the interest rate provisions, may evolve over time, and as a result, trading prices of the SOFR-linked notes may be lower than those of
later-issued securities that are linked to the Secured Overnight Financing Rate. Similarly, if the Secured Overnight Financing Rate does not prove to be
widely used in securities that are similar or comparable to the SOFR-linked notes, the trading price of the SOFR-linked notes may be lower than those of
securities that are linked to rates that are more widely used. Investors in the SOFR-linked notes may not be able to sell the SOFR-linked notes at all or
may not be able to sell the SOFR-linked notes at prices that will provide them with a yield

S-5
Table of Contents
comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

The manner of adoption or application of reference rates based on the Secured Overnight Financing Rate in the bond market may differ materially
compared with the application and adoption of the Secured Overnight Financing Rate in other markets, such as the derivatives and loan markets. Investors
should carefully consider how any potential inconsistencies between the adoption of reference rates based on the Secured Overnight Financing Rate across
these markets may impact any hedging or other financial arrangements which they may put in place in connection with any acquisition, holding or disposal
of the SOFR-linked notes.

The interest rate for the notes during the applicable floating rate period may be determined based on a rate other than Three-Month Term
SOFR.

Under the terms of the notes, the interest rate on the notes for each interest period during the applicable floating rate period will be based on Three-Month
Term SOFR, a forward-looking term rate for a tenor of three months that will be based on the Secured Overnight Financing Rate. Three-Month Term
SOFR does not currently exist and is currently being developed under the sponsorship of the ARRC. There is no assurance that the development of Three-
Month Term SOFR, or any other forward-looking term rate based on the Secured Overnight Financing Rate, will be completed. Uncertainty surrounding
the development of forward-looking term rates based on the Secured Overnight Financing Rate could have a material adverse effect on the return on, value
of and market for the notes. If, at the commencement of the applicable floating rate period for the notes, the Relevant Governmental Body has not selected
or recommended a forward-looking term rate for a tenor of three months based on the Secured Overnight Financing Rate, the development of a forward-
looking term rate for a tenor of three months based on the Secured Overnight Financing Rate that has been recommended or selected by the Relevant
Governmental Body is not complete or we determine that the use of a forward-looking rate for a tenor of three months based on the Secured Overnight
Financing Rate is not administratively feasible, then the next-available Benchmark Replacement under the benchmark transition provisions will be used to
determine the interest rate on the notes during the applicable floating rate period (unless a Benchmark Transition Event and its related Benchmark
Replacement Date occur with respect to that next-available Benchmark Replacement).

Under the terms of the notes, we are expressly authorized to make determinations, decisions or elections with respect to technical, administrative or
operational matters that we decide are appropriate to reflect the use of Three-Month Term SOFR as the interest rate basis for the notes, which are defined
in the terms of the notes as "Three-Month Term SOFR Conventions". For example, assuming that a form of Three-Month Term SOFR is developed, it is
not currently known how or by whom rates for Three-Month Term SOFR will be published. Accordingly, we will need to determine and to instruct the
calculation agent concerning the manner and timing for its determination of the applicable Three-Month Term SOFR during the applicable floating rate
period. Our determination and implementation of any Three-Month Term SOFR Conventions could result in adverse consequences to the amount of
interest that accrues on the notes during the applicable floating rate period, which could adversely affect the return on, value of and market for the notes.

Any Benchmark Replacement may not be the economic equivalent of Three-Month Term SOFR.

Under the benchmark transition provisions of the notes, if the calculation agent determines that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to Three-Month Term SOFR, then the interest rate on the notes during the applicable floating rate period will
be determined using the next-available Benchmark Replacement (which may include a related Benchmark Replacement Adjustment). However, the
Benchmark Replacement may not be the economic equivalent of Three-Month Term SOFR. For example, Compounded SOFR, the first-available
Benchmark Replacement, is the compounded average of the

S-6
Table of Contents
daily Secured Overnight Financing Rates calculated in arrears, while Three-Month Term SOFR is intended to be a forward-looking rate with a tenor of
three months. In addition, very limited market precedent exists for securities that use Compounded SOFR as the rate basis, and the method for calculating
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
Compounded SOFR in those precedents varies. Further, the ISDA Fallback Rate, which is another Benchmark Replacement, has not yet been established
and may change over time.

The implementation of Benchmark Replacement Conforming Changes could adversely affect holders of the notes.

Under the benchmark transition provisions of the notes, if a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be
determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments
may be selected or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain circumstances, us. In addition, the
benchmark transition provisions expressly authorize us to make certain changes, which are defined in the terms of the notes as "Benchmark Replacement
Conforming Changes," with respect to, among other things, the determination of interest periods, interest reset periods and interest reset dates, and the
timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark Replacement
Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of interest
payable on the notes during the applicable floating rate period, which could adversely affect the return on, value of and market for the notes. Further, there
is no assurance that the characteristics of any Benchmark Replacement will be similar to the then-current Benchmark that it is replacing, or that any
Benchmark Replacement will produce the economic equivalent of the then-current Benchmark that it is replacing.

We or an affiliate of ours will or could have authority to make determinations and elections that could affect the return on, value of and market
for the notes.

Under the terms of the notes, we may make certain determinations, decisions and elections with respect to the interest rate on the notes during the
applicable floating rate period, including any determination, decision or election required to be made by the calculation agent that the calculation agent
fails to make. We will make any such determination, decision or election in our sole discretion, and any such determination, decision or election that we
make could affect the amount of interest payable on the notes during the applicable floating rate period. For example, we are expressly authorized to
determine and implement Three-Month Term SOFR Conventions in order to reflect the use of Three-Month Term SOFR as the Benchmark for the
applicable floating rate period. In addition, if the calculation agent determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, then we will determine, among other things, the Benchmark Replacement Conforming Changes. Furthermore, if the calculation agent
fails, when required, to make a determination that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, or fails,
when required, to determine the Benchmark Replacement and Benchmark Replacement Adjustment, then we will make those determinations in our sole
discretion. Furthermore, we or an affiliate of ours may assume the duties of calculation agent. Any exercise of discretion by us under the terms of the notes,
including any discretion exercised by us or by an affiliate acting as calculation agent, could present a conflict of interest. In making the required
determinations, decisions and elections, we or an affiliate of ours acting as calculation agent may have economic interests that are adverse to the interest of
the holders of the notes, and those determinations, decisions or elections could have a material adverse effect on the return on, value of and market for the
notes. All determinations, decisions or elections by us, or by us or an affiliate acting as calculation agent, under the terms of the notes will be conclusive
and binding absent manifest error.

S-7
Table of Contents
JPMORGAN CHASE & CO.

JPMorgan Chase is a leading global financial services firm and one of the largest banking institutions in the United States, with operations worldwide.
JPMorgan Chase is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction
processing and asset management. Under the J.P. Morgan and Chase brands, JPMorgan Chase serves millions of customers in the U.S. and many of the
world's most prominent corporate, institutional and government clients.

JPMorgan Chase is a financial holding company and was incorporated under Delaware law on October 28, 1968. JPMorgan Chase's principal bank
subsidiary is JPMorgan Chase Bank, N.A., a national bank with branches in 38 states and Washington, D.C. JPMorgan Chase's principal nonbank
subsidiary is J.P. Morgan Securities LLC, a U.S. broker-dealer. JPMorgan Chase's principal operating subsidiary outside the U.S. is J.P. Morgan Securities
plc, a U.K.-based subsidiary of JPMorgan Chase Bank, N.A.

The principal executive office of JPMorgan Chase is located at 383 Madison Avenue, New York, New York 10179, U.S.A., and its telephone number is
(212) 270-6000.

WHERE YOU CAN FIND MORE INFORMATION
ABOUT JPMORGAN CHASE

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Our SEC
filings are available to the public on the website maintained by the SEC at http://www.sec.gov. Such documents, reports and information are also available
on our website at https://jpmorganchaseco.gcs-web.com/financial-information/sec-filings.

The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information in documents we file
with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically
update and supersede this information.
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2

We incorporate by reference (i) the documents listed below and (ii) any future filings we make with the SEC after the date of this prospectus supplement
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed, other than, in each case, those documents or
the portions of those documents which are furnished and not filed:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2019; and

(b) Our Current Reports on Form 8-K filed on January 14, 2020, January 23, 2020, January 23, 2020, January 31, 2020, February 24, 2020,
March 6, 2020, March 13, 2020, March 19, 2020, March 24, 2020 and April 14, 2020.

S-8
Table of Contents
You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Office of the Secretary
JPMorgan Chase & Co.
4 New York Plaza
New York, New York 10004
212-270-6000

Websites that are cited or referred to in this prospectus supplement do not constitute part of this prospectus supplement or the accompanying prospectus.

USE OF PROCEEDS
We will contribute the net proceeds that we receive from the sale of the notes offered by this prospectus supplement to our "intermediate holding company"
subsidiary, JPMorgan Chase Holdings LLC, which will use those net proceeds for general corporate purposes. General corporate purposes may include
investments in our subsidiaries, payments of dividends to us, extensions of credit to us or our subsidiaries or the financing of possible acquisitions or
business expansion. Net proceeds may be temporarily invested pending application for their stated purpose. Interest on our debt securities (including
interest on the notes offered by this prospectus supplement) and dividends on our equity securities, as well as redemptions or repurchases of our outstanding
securities, will be made using amounts we receive as dividends or extensions of credit from JPMorgan Chase Holdings LLC or as dividends from
JPMorgan Chase Bank, N.A.

S-9
Table of Contents
DESCRIPTION OF THE NOTES

The following description of the particular terms of our fixed-to-floating rate notes due 2026, our fixed-to-floating rate notes due 2031, our fixed-to-
floating rate notes due 2041 and our fixed-to-floating rate notes due 2051, which we refer to collectively as the notes, supplements the description of the
general terms of the debt securities set forth under the headings "Description of Debt Securities--General" and "Description of Debt Securities--Senior
Debt Securities" in the attached prospectus. Capitalized terms used but not defined in this prospectus supplement have the meanings assigned in the
attached prospectus or the senior indenture referred to in the attached prospectus.

The notes offered by this prospectus supplement will be issued under the indenture, dated as of October 21, 2010, as amended by the first supplemental
indenture, dated as of January 13, 2017, between us and Deutsche Bank Trust Company Americas, as trustee. A copy of that indenture is incorporated by
reference as an exhibit to our registration statement (No. 333-230098) filed with the SEC, and a copy of that first supplemental indenture has been filed as
an exhibit to our Current Report on Form 8-K filed with the SEC on January 13, 2017. We refer to that indenture, as amended by that first supplemental
indenture, as the "senior indenture."

The fixed-to-floating rate notes due 2026, which we refer to as the 2026 notes, will be initially limited to $3,500,000,000 aggregate principal amount and
will mature on April 22, 2026. The fixed-to-floating rate notes due 2031, which we refer to as the 2031 notes, will be initially limited to $2,750,000,000
aggregate principal amount and will mature on April 22, 2031. The fixed-to-floating rate notes due 2041, which we refer to as the 2041 notes, will be
initially limited to $1,500,000,000 aggregate principal amount and will mature on April 22, 2041. The fixed-to-floating rate notes due 2051, which we
refer to as the 2051 notes, will be initially limited to $2,250,000,000 aggregate principal amount and will mature on April 22, 2051. The 2026 notes, the
2031 notes, the 2041 notes and the 2051 notes are each a series of senior debt securities referred to in the attached prospectus. We have the right to issue
additional notes of any such series in the future. Any such additional notes will have the same terms as the notes of that series being offered by this
prospectus supplement but may be offered at a different offering price or have a different initial interest payment date than the notes of that series being
offered by this prospectus supplement. If issued, these additional notes will become part of the same series as the applicable notes being offered by this
prospectus supplement.

We will make all principal and interest payments on the notes in immediately available funds. All sales of the notes, including secondary market sales, will
settle in immediately available funds.
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2

Interest on the notes will be paid to the persons in whose names the notes are registered at the close of business on the second business day preceding each
interest payment date. If we call the notes for redemption, interest will cease to accrue on the applicable redemption date as described below.

For purposes of this prospectus supplement, a "business day" is a day on which commercial banks and foreign exchange markets settle payments and are
open for general business (including dealings in foreign exchange and foreign currency deposits) in New York.

The amount payable at maturity will be 100% of the principal amount of the notes, plus accrued interest to, but excluding, the maturity date of the notes.
No sinking fund is provided for the notes.

The notes and the senior indenture are governed by the laws of the State of New York.

The notes will be issued in denominations of $2,000 and larger integral multiples of $1,000. The notes will be represented by one or more permanent global
notes registered in the name of DTC or its nominee, as described under "Book-Entry Issuance" in the attached prospectus.

S-10
Table of Contents
Investors may elect to hold interests in the notes outside the United States through Clearstream Banking S.A. ("Clearstream") or Euroclear Bank SA/NV,
as operator of Euroclear System ("Euroclear"), if they are participants in those systems, or indirectly through organizations that are participants in those
systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and
Euroclear's names on the books of their respective depositaries. Those depositaries will in turn hold those interests in customers' securities accounts in the
depositaries' names on the books of DTC.

Optional Redemption

We may redeem:

· the 2026 notes, at our option, in whole at any time or in part from time to time, on or after October 22, 2020 and prior to April 22, 2025;

· the 2031 notes, at our option, in whole at any time or in part from time to time, on or after October 22, 2020 and prior to April 22, 2030;

· the 2041 notes, at our option, in whole at any time or in part from time to time, on or after October 22, 2020 and prior to April 22, 2040; and

· the 2051 notes, at our option, in whole at any time or in part from time to time, on or after October 22, 2020 and prior to April 22, 2050;

in each case at a redemption price equal to the sum of: (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest
thereon to, but excluding, the date of redemption; and (ii) the "Make-Whole Amount" (as defined below), if any, with respect to such notes.

As used above in connection with the 2026 notes, the 2031 notes, the 2041 notes and the 2051 notes:

· "Make-Whole Amount" means, in connection with any optional redemption of any 2026 notes, 2031 notes, 2041 notes or 2051 notes, the
excess, if any, of: (i) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount
of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of each such dollar if such
redemption had been made on April 22, 2025 (in the case of the 2026 notes), April 22, 2030 (in the case of the 2031 notes), April 22, 2040 (in

the case of the 2041 notes) or April 22, 2050 (in the case of the 2051 notes), determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate (as defined below) (determined on the third business day preceding the date notice of such redemption is
given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on April 22,
2025 (in the case of the 2026 notes), April 22, 2030 (in the case of the 2031 notes), April 22, 2040 (in the case of the 2041 notes) or April 22,
2050 (in the case of the 2051 notes), over (ii) the aggregate principal amount of the notes being redeemed.

· "Reinvestment Rate" means the yield on Treasury securities at a constant maturity corresponding to the remaining life (as of the date of
redemption, and rounded to the nearest month) to stated maturity of the principal being redeemed (the "Treasury Yield"), plus 0.30%. For
purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release (as defined below)

under the heading which represents the average for the immediately preceding week for "U.S. Government Securities--Treasury Constant
Maturities" with a maturity equal to such remaining life; provided, that if no published maturity exactly corresponds to such remaining life,
then the Treasury Yield shall be interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next
shortest and next longest published maturities. For purposes of calculating the Reinvestment

S-11
Table of Contents
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or

content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the above manner, then the Treasury
Yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by us.

· "Statistical Release" means the Data Download Program designated as "H.15" or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which reports yields on actively traded United States government securities adjusted to

constant maturities, or, if such statistical release is not published at the time of any determination under the senior indenture, then such other
reasonably comparable index which shall be designated by us.

Calculation of the foregoing will be made by us or on our behalf by a person designated by us; provided, however, that such calculation shall not be a duty
or obligation of the trustee under the senior indenture.

In addition, we may redeem:

· the 2026 notes, at our option, (i) in whole, but not in part, on April 22, 2025 or (ii) in whole at any time or in part from time to time, on or after

March 22, 2026;

· the 2031 notes, at our option, (i) in whole, but not in part, on April 22, 2030 or (ii) in whole at any time or in part from time to time, on or after

January 22, 2031;

· the 2041 notes, at our option, (i) in whole, but not in part, on April 22, 2040 or (ii) in whole at any time or in part from time to time, on or after

October 22, 2040; and

· the 2051 notes, at our option, (i) in whole, but not in part, on April 22, 2050 or (ii) in whole at any time or in part from time to time, on or after

October 22, 2050;

in each case 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.

Redemption Notices

If we elect to redeem the notes of a particular series, we will provide notice by first class mail, postage prepaid, addressed to the holders of record of the
notes to be redeemed. Such mailing will be at least 5 days and not more than 30 days before the date fixed for redemption. Each notice of redemption will
state:

· the redemption date;

· the redemption price;

· if fewer than all the outstanding notes of such series are to be redeemed, the identification (and in the case of partial redemption, the principal

amounts) of the particular notes to be redeemed;

· CUSIP or ISIN number of the notes to be redeemed;

· that on the redemption date the redemption price will become due and payable upon each note to be redeemed, and that interest thereon will

cease to accrue on and after said date; and

· the place or places where the notes are to be surrendered for payment of the redemption price.

Notwithstanding the foregoing, if the notes are held in book-entry form through The Depository Trust Company, or "DTC", we may give such notice in
any manner permitted or required by DTC.

S-12
Table of Contents
In the case of any redemption of only part of the notes of a particular series at the time outstanding, the notes to be redeemed will be selected not more than
60 days prior to the redemption date by the Trustee by such method as the Trustee shall deem fair and appropriate.

Interest on the notes
We refer to the period during which the 2026 notes, 2031 notes, 2041 notes or 2051 notes bear interest at a fixed rate as the "fixed rate period" for those
notes, and the period during which the 2026 notes, 2031 notes, 2041 notes or 2051 notes bear interest at a floating rate as the "floating rate period" for those
notes.

The 2026 notes will bear interest (i) during the period from and including April 22, 2020 to, but excluding, April 22, 2025 at a fixed annual rate of 2.083%
and (ii) during the period from and including April 22, 2025 to, but excluding, the maturity date at a floating annual rate equal to a benchmark rate, which
is expected to be Three-Month Term SOFR, determined as described below, plus a spread of 1.85% per annum. We will pay interest on the 2026 notes (i)
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

424B2
during the fixed rate period for those notes, semiannually in arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including
April 22, 2025 and (ii) during the floating rate period for those notes, quarterly in arrears, on July 22, 2025, October 22, 2025, January 22, 2026 and
April 22, 2026.

The 2031 notes will bear interest (i) during the period from and including April 22, 2020 to, but excluding, April 22, 2030 at a fixed annual rate of 2.522%
and (ii) during the period from and including April 22, 2030 to, but excluding, the maturity date at a floating annual rate equal to a benchmark rate, which
is expected to be Three-Month Term SOFR, determined as described below, plus a spread of 2.04% per annum. We will pay interest on the 2031 notes (i)
during the fixed rate period for those notes, semiannually in arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including
April 22, 2030 and (ii) during the floating rate period for those notes, quarterly in arrears, on July 22, 2030, October 22, 2030, January 22, 2031 and
April 22, 2031.

The 2041 notes will bear interest (i) during the period from and including April 22, 2020 to, but excluding, April 22, 2040 at a fixed annual rate of 3.109%
and (ii) during the period from and including April 22, 2040 to, but excluding, the maturity date at a floating annual rate equal to a benchmark rate, which
is expected to be Three-Month Term SOFR, determined as described below, plus a spread of 2.46% per annum. We will pay interest on the 2041 notes (i)
during the fixed rate period for those notes, semiannually in arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including
April 22, 2040 and (ii) during the floating rate period for those notes, quarterly in arrears, on July 22, 2040, October 22, 2040, January 22, 2041 and
April 22, 2041.

The 2051 notes will bear interest (i) during the period from and including April 22, 2020 to, but excluding, April 22, 2050 at a fixed annual rate of 3.109%
and (ii) during the period from and including April 22, 2050 to, but excluding, the maturity date at a floating annual rate equal to a benchmark rate, which
is expected to be Three-Month Term SOFR, determined as described below, plus a spread of 2.44% per annum. We will pay interest on the 2051 notes (i)
during the fixed rate period for those notes, semiannually in arrears, on April 22 and October 22 of each year, beginning on October 22, 2020 and including
April 22, 2050 and (ii) during the floating rate period for those notes, quarterly in arrears, on July 22, 2050, October 22, 2050, January 22, 2051 and
April 22, 2051.

Interest on the 2026 notes, the 2031 notes, the 2041 notes and the 2051 notes during the applicable fixed rate periods for those notes will be calculated on
the basis of a 360-day year consisting of twelve 30-day months. In the event that any interest payment date for the 2026 notes, the 2031 notes, the 2041
notes or the 2051 notes during the applicable fixed rate period falls on a day that is not a business day, the payment due on that date will

S-13
Table of Contents
be paid on the next day that is a business day, with the same force and effect as if made on that payment date and without any interest or other payment
with respect to the delay.

Determination of Three-Month Term SOFR
For the purpose of calculating the interest rate on the 2026 notes, the 2031 notes, the 2041 notes and the 2051 notes during the applicable floating rate
period for those notes when the Benchmark is Three-Month Term SOFR, "Three-Month Term SOFR" means the rate for Term SOFR for a tenor of three
months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the calculation agent after
giving effect to the Three-Month Term SOFR Conventions.
The following definitions apply to the foregoing definition of Three-Month Term SOFR:

· "Benchmark" means, initially, Three-Month Term SOFR; provided that if the calculation agent determines on or prior to the Reference Time

that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or
the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.

· "Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,

or any successor source.

· "Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time

determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-
Month Term SOFR, the time determined by the calculation agent after giving effect to the Benchmark Replacement Conforming Changes.

· "Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially

endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

· "SOFR" means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the

benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website.

· "Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental

Body.

· "Term SOFR Administrator" means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a

successor administrator).

· "Three-Month Term SOFR Conventions" means any determination, decision or election with respect to any technical, administrative or
operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the
https://www.sec.gov/Archives/edgar/data/19617/000119312520110353/d903512d424b2.htm[4/17/2020 1:29:53 PM]

Document Outline

#1">
- #1">