JPMorgan Chase Issues Callable Fixed Rate Notes Due 2035 With 5.50% Annual Interest Rate

Structure and Core Terms of the Callable Note Offering

The notes issued by JPMorgan Chase represent unsecured and unsubordinated obligations of the institution, meaning they rank pari passu with other unsecured debt but remain subject to the bank's credit risk. The offering was structured to appeal to investors seeking fixed income with periodic coupon payments, though the call feature introduces redemption uncertainty. The disclosure specifies that payment of principal and interest depends entirely on JPMorgan Chase's ability to meet its obligations as they become due, with no government backing or deposit insurance protection.

JPMorgan Chase established the pricing date as July 29, 2026, with an original issue date of July 31, 2026, both subject to standard business day conventions. The notes trade with a minimum denomination of $1,000 and integral multiples thereof, making them accessible to institutional and qualified retail investors. The day count convention employed is 30/360, a standard calculation method in fixed income markets that simplifies interest accrual across different month lengths.

Interest Payment Structure and Periodic Coupon Mechanics

Investors receive interest payments in arrears on each Interest Payment Date at the fixed rate of 5.50% per annum, calculated according to the formula of $1,000 multiplied by the interest rate and day count fraction for each $1,000 principal amount. Interest payments occur annually on July 31 of each year, commencing July 31, 2027, and continuing through July 31, 2034, with a final payment on the maturity date of April 30, 2035, subject to any earlier redemption. The disclosure indicates that if the notes are redeemed on a Redemption Date that does not coincide with a scheduled Interest Payment Date, investors receive accrued interest through the redemption date.

The company defines interest periods as beginning on and including the original issue date and ending on but excluding the first Interest Payment Date, with each successive interest period running between consecutive Interest Payment Dates. Interest accrues according to the Unadjusted Interest Accrual Convention, meaning the calculation does not adjust for non-business days. This structure ensures predictable cash flows for note holders who retain their securities until maturity or redemption, though investors should recognize that yields on these notes may be lower than comparable conventional debt securities with identical maturity profiles.

Call Feature and Redemption Mechanics

JPMorgan Chase retains the option to redeem the entire note offering, but only in whole and not in part, on designated Redemption Dates occurring on the last calendar day of January, April, July, and October of each year. The redemption period extends from July 31, 2028, through January 31, 2035, providing the issuer with flexible timing to retire the debt if market conditions or refinancing opportunities become favorable. Upon redemption, JPMorgan Chase pays investors a price equal to the principal amount plus any accrued and unpaid interest through the redemption date, subject to applicable business day and interest accrual conventions.

The disclosure requires JPMorgan Chase to deliver formal notice to The Depository Trust Company no fewer than 5 business days before the applicable Redemption Date if the issuer intends to exercise its call option. This advance notice provision gives investors reasonable warning of potential early redemption, allowing them to make informed decisions about alternative investment opportunities. The call feature fundamentally alters the risk-return profile compared to conventional non-callable debt, as investors sacrifice upside potential if rates fall significantly below the 5.50% coupon rate, yet retain downside exposure should JPMorgan Chase's credit quality deteriorate.

Pricing, Distribution, and Selling Commission Structure

The pricing supplement indicates that the price to public encompasses estimated hedging costs associated with JPMorgan Chase's obligations under the notes, though specific per-note pricing and aggregate offering size were not completed as of the preliminary pricing supplement date. J.P. Morgan Securities LLC, acting as agent for JPMorgan Chase, distributes the notes and coordinates selling commissions with affiliated and unaffiliated broker-dealers. The disclosure states that selling commissions would approximate $5.00 per $1,000 principal amount note if priced on the date of the document, with a specified maximum of $10.00 per note.

For eligible institutional investors and fee-based advisory accounts, the price to public is constrained between $980.10 and $1,000 per $1,000 principal amount note, permitting some price flexibility for institutional purchases. Broker-dealers facilitating sales to institutional clients or fee-based advisory accounts may forgo some or all selling commissions related to these transactions. The compensation structure reflects the complexity of distributing structured debt products across institutional and retail channels while managing conflicts of interest inherent in affiliate-based distribution arrangements.

Credit Risk and Investor Protections

The disclosure emphasizes that these notes do not constitute bank deposits, carry no Federal Deposit Insurance Corporation insurance, and are not guaranteed by any bank entity. Payment and performance depend entirely on JPMorgan Chase's unsecured creditworthiness, making the notes subject to the company's financial condition and ability to service debt obligations. Investors receive no special protections beyond those available to other unsecured creditors, meaning that in any insolvency or restructuring scenario, note holders would rank equally with other unsecured debt holders.

The accompanying prospectus supplement and product supplement contain detailed risk factor discussions addressing considerations specific to these callable notes. The disclosure encourages investors to consult investment, legal, tax, accounting, and other advisers before committing capital, acknowledging that these instruments carry risks distinct from conventional debt securities. Investors should evaluate whether the 5.50% coupon adequately compensates them for credit risk and call risk, particularly in a declining interest rate environment where early redemption probability increases.

Business Day Conventions and Settlement Logistics

The notes employ a "Following" business day convention, meaning that if any date specified in the terms falls on a non-business day, the relevant payment or action occurs on the next business day. The Original Issue Date and Pricing Date both remain subject to this convention, ensuring that settlement occurs on an actual business day when the custodian and clearing systems can process the transaction. This standardized market convention minimizes operational risk and clarifies timing for all parties involved in the transaction.

Settlement of the notes occurs on July 31, 2026, subject to business day adjustments, at which point investors must tender payment and receive evidence of ownership. The Depository Trust Company maintains custody and facilitates trading and settlement of the notes in book-entry form, eliminating the need for physical certificates. Interest payments and redemption proceeds flow through DTC, ensuring efficient distribution to note holders on record at the close of business on the business day preceding each payment date.

Regulatory Status and SEC Registration Framework

The notes are issued under JPMorgan Chase's Series E medium-term notes program, with Registration Statement No. 333-293684 filed with the Securities and Exchange Commission. The preliminary pricing supplement incorporates by reference the product supplement no. 1-I dated April 17, 2026, the prospectus supplement dated April 17, 2026, and the base prospectus dated April 17, 2026. These documents collectively form the complete disclosure package required under SEC Regulation 424(b)(2), governing the distribution of structured debt products.

Investors should access the complete product supplement and prospectus documentation through the SEC EDGAR system at www.sec.gov using the provided URLs or by referencing JPMorgan Chase's CIK number 19617. The preliminary pricing supplement explicitly cautions that the SEC and state securities commissions have not approved or disapproved the notes and have not passed upon accuracy or adequacy of any disclosure materials. Any representation to the contrary constitutes a criminal offense, underscoring the formal regulatory framework governing these distributions.

Risk Considerations and Investor Suitability Analysis

The callable structure introduces reinvestment risk and opportunity cost for investors. If JPMorgan Chase elects to redeem the notes when prevailing interest rates fall below 5.50%, investors face the prospect of reinvesting redemption proceeds at lower yields. Conversely, if rates rise above 5.50%, investors benefit from the fixed coupon but lose the opportunity to hold debt maturing further in the future when rates might decline again. The notes are suitable primarily for investors comfortable with JPMorgan Chase's credit profile and willing to accept the possibility of early redemption.

The disclosure highlights that the yield on these notes may be less than the overall return available from conventional debt securities with similar maturity, reflecting the value of the call option retained by the issuer. Investors comparing this offering to traditional bonds should account for call risk when evaluating relative attractiveness. Credit quality considerations are paramount, as any deterioration in JPMorgan Chase's financial condition directly impacts the notes' market value and the probability that the issuer can meet all payment obligations through maturity or redemption.

Key Dates and Timeline for Note Holders

The offering timeline establishes several critical dates that investors should monitor. The Pricing Date of July 29, 2026, marks when final terms and pricing are determined. Settlement occurs on July 31, 2026, when funds are exchanged and notes are transferred to investor accounts through The Depository Trust Company. The first Interest Payment Date arrives on July 31, 2027, with subsequent annual payments each July 31 through 2034, and a final payment on the maturity date of April 30, 2035.

Potential redemption dates commence on July 31, 2028, and recur quarterly thereafter on the last calendar day of January, April, July, and October. The final possible redemption date is January 31, 2035, which falls before the maturity date. Investors holding notes should understand that JPMorgan Chase may exercise the call option any time after July 31, 2028, and should plan accordingly. The five-business-day notice requirement provides investors with advance warning, allowing them to assess alternative reinvestment options if redemption occurs.