Obligation JPMorgan Chase & Co 1.514% ( US46647PBQ81 ) en USD

JPMorgan Chase & Co

100 % ▲

Etas-Unis

US46647PBQ81 ( en USD )

1.514% par an ( paiement semestriel )

31/05/2024 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co US46647PBQ81 en USD 1.514%, échue

2 000 USD

2 000 000 000 USD

46647PBQ8

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46647PBQ81, paye un coupon de 1.514% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2024

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46647PBQ81, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46647PBQ81, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)

$2,000,000,000
Fixed-to-Floating Rate Notes due 2024
Issue price: 100.000%
$1,500,000,000
Fixed-to-Floating Rate Notes due 2028
Issue price: 100.000%

The fixed-to-floating rate notes due 2024, which we refer to as the 2024 notes, will mature on June 1, 2024. The 2024 notes will bear interest from and including May 27, 2020 to,
but excluding, June 1, 2023 at a fixed annual rate of 1.514%, payable semiannually in arrears, on June 1 and December 1 of each year, beginning on December 1, 2020 and
including June 1, 2023. From and including June 1, 2023, the 2024 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 1.455% per annum, payable quarterly in arrears, on September 1, 2023, December 1, 2023, March 1, 2024 and June 1, 2024. We will have
the option to redeem the 2024 notes (i) in whole, but not in part, on June 1, 2023 and (ii) in whole at any time or in part from time to time, on or after May 1, 2024, in each case at
a redemption price equal to 100% of the principal amount of the 2024 notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

The fixed-to-floating rate notes due 2028, which we refer to as the 2028 notes, will mature on June 1, 2028. The 2028 notes will bear interest from and including May 27, 2020 to,
but excluding, June 1, 2027 at a fixed annual rate of 2.182%, payable semiannually in arrears, on June 1 and December 1 of each year, beginning on December 1, 2020 and
including June 1, 2027. From and including June 1, 2027, the 2028 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 1.89% per annum, payable quarterly in arrears, on September 1, 2027, December 1, 2027, March 1, 2028 and June 1, 2028. We will have the
option to redeem the 2028 notes (i) in whole at any time or in part from time to time, on or after November 27, 2020 and prior to June 1, 2027, (ii) in whole, but not in part, on
June 1, 2027 and (iii) in whole at any time or in part from time to time, on or after April 1, 2028, at the applicable redemption prices described in this prospectus supplement.

We refer to the 2024 notes and the 2028 notes collectively as the notes. 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.

U nde rw rit ing

Pric e t o Public

Disc ount s

Proc e e ds t o U s
Per 2024 Note

100.000%

0.250%

99.750%
Per 2028 Note

100.000%

0.400%

99.600%
Total
$
3,500,000,000

$ 11,000,000

$
3,489,000,000

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 May 27, 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

May 19, 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 and any relevant free writing 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 or
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any relevant free writing 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-9
Where You Can Find More Information About JPMorgan Chase
S-9
Use of Proceeds
S-10
Description of the Notes
S-11
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
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

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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
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· 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 material impacts on the value of securities, derivatives and other financial instruments which JPMorgan Chase owns or in which it

makes markets due to market fluctuations

· 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. In

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addition, JPMorgan Chase's participation directly or on behalf of customers and clients in U.S. government programs designed to support individuals,
households and businesses impacted by the economic disruptions caused by the COVID-19 pandemic could be criticized and subject JPMorgan Chase to
increased governmental and regulatory scrutiny, negative publicity or increased exposure to litigation, which could increase its operational, legal and
compliance costs and damage its reputation. 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.

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
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
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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

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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 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,
value of and market for the SOFR-linked notes.

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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 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
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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

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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 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 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
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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

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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.

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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.

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;

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; and

(c) 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, April 14, 2020, April 22, 2020 and May 13, 2020.

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
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212-270-6000

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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.

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DESCRIPTION OF THE NOTES

The following description of the particular terms of our fixed-to-floating rate notes due 2024 and our fixed-to-floating rate notes due 2028, 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 2024, which we refer to as the 2024 notes, will be initially limited to $2,000,000,000 aggregate principal amount and
will mature on June 1, 2024. The fixed-to-floating rate notes due 2028, which we refer to as the 2028 notes, will be initially limited to $1,500,000,000
aggregate principal amount and will mature on June 1, 2028. The 2024 notes and the 2028 notes are each a series of senior debt securities referred to in the
attached prospectus. We have the right to issue additional notes of either 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.

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.

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
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depositaries' names on the books of DTC.

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Optional Redemption

We may redeem the 2028 notes, at our option, in whole at any time or in part from time to time, on or after November 27, 2020 and prior to June 1, 2027,
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 2028 notes:

· "Make-Whole Amount" means, in connection with any optional redemption of any 2028 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 June 1, 2027

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 June 1, 2027 over (ii) the aggregate principal amount of the 2028 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 0.25%. 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 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 2024 notes, at our option, (i) in whole, but not in part, on June 1, 2023 or (ii) in whole at any time or in part from time to time, on or after

May 1, 2024; and

· the 2028 notes, at our option, (i) in whole, but not in part, on June 1, 2027 or (ii) in whole at any time or in part from time to time, on or after

April 1, 2028;

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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;

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· 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.

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 2024 notes or 2028 notes bear interest at a fixed rate as the "fixed rate period" for those notes, and the period
during which the 2024 notes or 2028 notes bear interest at a floating rate as the "floating rate period" for those notes.

The 2024 notes will bear interest (i) during the period from and including May 27, 2020 to, but excluding, June 1, 2023 at a fixed annual rate of 1.514%
and (ii) during the period from and including June 1, 2023 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 1.455% per annum. We will pay interest on the 2024 notes
(i) during the fixed rate period for those notes, semiannually in arrears, on June 1 and December 1 of each year, beginning on December 1, 2020 and
including June 1, 2023 and (ii) during the floating rate period for those notes, quarterly in arrears, on September 1, 2023, December 1, 2023, March 1, 2024
and June 1, 2024.

The 2028 notes will bear interest (i) during the period from and including May 27, 2020 to, but excluding, June 1, 2027 at a fixed annual rate of 2.182%
and (ii) during the period from and including June 1, 2027 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 1.89% per annum. We will pay interest on the 2028 notes
(i) during the fixed rate period for those notes, semiannually in arrears, on June 1 and December 1 of each year, beginning on December 1, 2020 and
including June 1, 2027 and (ii) during the floating rate period for those notes, quarterly in arrears, on September 1, 2027, December 1, 2027, March 1, 2028
and June 1, 2028.

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Interest on the 2024 notes and the 2028 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 2024 notes or the 2028 notes during the applicable fixed rate period
falls on a day that is not a business day, the payment due on that date will 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 2024 notes and the 2028 notes for each interest period 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.

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· "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
definitions of "interest period", "interest reset period" and "interest reset dates", timing and frequency of determining Three-Month Term

SOFR with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters)
that we decide may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with
market practice (or, if we decide that adoption of any portion of such market practice is not administratively feasible or if we determine that no
market practice for the use of Three-Month Term SOFR exists, in such other manner as we determine is reasonably necessary).

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· The terms "Benchmark Replacement Conforming Changes", "Benchmark Replacement Date", "Benchmark Replacement" and "Benchmark

Transition Event" have the meanings set forth below under the heading "Effect of Benchmark Transition Event".

Notwithstanding the foregoing paragraph, if the calculation agent determines on or prior to the relevant Reference Time, with respect to a series of notes,
that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect to Three-Month Term
SOFR, then the provisions set forth below under the heading "Effect of Benchmark Transition Event", which we refer to as the benchmark transition
provisions, will thereafter apply to all determinations of the interest rate on the notes of such series for each interest period during the applicable floating
rate period. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred, with respect to a series of notes, the interest rate on the notes of such series for each interest period during the applicable floating rate period will
be an annual rate equal to the sum of the Benchmark Replacement (as defined below) and the spread of 1.455% per annum (in the case of the 2024 notes)
or 1.89% per annum (in the case of the 2028 notes).

We will appoint a calculation agent prior to the commencement of the applicable floating rate period for the 2024 notes and the 2028 notes. In addition, we
or an affiliate of ours may assume the duties of the calculation agent for the 2024 or the 2028 notes.

We refer to the period from and including June 1, 2023 (in the case of the 2024 notes) or from and including June 1, 2027 (in the case of the 2028 notes)
and ending on but excluding the first interest payment date during the applicable floating rate period for those notes, and each successive period during that
floating rate period beginning on and including an interest payment date and ending on but excluding the next interest payment date, as an "interest
period." The amount of interest for each day during the applicable floating rate period that the 2024 notes or the 2028 notes are outstanding (in each case,
the "Daily Interest Amount") will be calculated by dividing the interest rate in effect for that day by 360 and multiplying the result by the outstanding
principal amount of the notes of such series. The amount of interest to be paid on the 2024 notes or the 2028 notes for each interest period during the
applicable floating rate period will be calculated by adding the Daily Interest Amounts with respect to such series of notes for each day in the interest
period. In the event that any interest payment date and interest reset date during the applicable floating rate period for the 2024 notes or the 2028 notes
would otherwise fall on a day that is not a business day (as defined above), that interest payment date and interest reset date will be postponed to the next
day that is a business day and interest will accrue to but excluding the date interest is paid. However, if the postponement of any interest payment date or
interest reset date (other than any interest payment date falling on the maturity date) would cause the day to fall in the next calendar month, the interest
payment date and interest reset date will instead be brought forward to the immediately preceding business day. If any of the foregoing provisions
concerning the calculation of the interest rate and the payment of interest on the 2024 notes or the 2028 notes during the applicable floating rate period are
inconsistent with any of the Three-Month Term SOFR Conventions determined by us, then the relevant Three-Month Term SOFR Conventions will apply.
Furthermore, 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 at any time when the 2024 notes or the 2028 notes are outstanding, then the foregoing provisions concerning the
calculation of the interest rate and the payment of interest on the 2024 notes or the 2028 notes during the applicable floating rate period will be modified in
accordance with the benchmark transition provisions.

If the maturity date of the 2024 notes or the 2028 notes falls on a day that is not a business day, payment of principal and interest with respect to those
notes will be paid on the next business day with the same force and effect as if made on such maturity date, and no interest on that payment will accrue
from and after that maturity date.

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