JPMorgan Chase Prices $1.459 Billion Callable Fixed Rate Notes Due 2056

Structural Terms and Redemption Features of the Long-Duration Notes

JPMorgan Chase designed these callable notes with a 30-year maturity extending to July 21, 2056, making them substantially longer-dated instruments compared to conventional corporate debt offerings in the current market environment. The notes are structured as unsecured and unsubordinated obligations of JPMorgan Chase & Co., meaning they rank pari passu with other general obligations of the bank. The pricing supplement explicitly states that payment on the notes is subject to the credit risk of JPMorgan Chase & Co., and holders have no claim against any subsidiary or affiliated entity unless JPMorgan Chase itself becomes unable to satisfy its obligations as they come due.

The call feature grants JPMorgan Chase the optionality to redeem the entire note offering on semi-annual Redemption Dates—specifically the 22nd calendar day of January and July each year, beginning January 22, 2031 and ending January 21, 2056. Redemption occurs at par value plus accrued and unpaid interest, with the bank required to deliver notice to The Depository Trust Company at least five business days before any intended redemption date. The disclosure indicates that redemptions are on a whole-issue basis only; partial redemptions are not permitted. This structure creates reinvestment risk for noteholders in scenarios where interest rates decline materially, as the issuer has economic incentive to call outstanding notes and refinance at lower costs.

Interest Payment Mechanics and Day Count Conventions

The notes carry a fixed interest rate of 5.75% per annum, payable monthly in arrears on the 22nd calendar day of each month beginning August 22, 2026, through June 22, 2056, and finally on the Maturity Date itself. Monthly interest calculations employ a 30/360 day count convention with an unadjusted interest accrual method, standard features in corporate note offerings that simplify payment computations relative to actual/actual or other more complex methodologies. Each $1,000 principal amount note generates monthly interest payments according to the formula: $1,000 multiplied by the Interest Rate multiplied by the applicable Day Count Fraction.

The disclosure establishes that interest periods begin on and include an Interest Payment Date and end on but exclude the next succeeding Interest Payment Date, subject to earlier redemption. The first interest period commenced on the Original Issue Date of July 22, 2026, and concludes on but excludes August 22, 2026. The prospectus supplement, product supplement, and prospectus available on the Securities and Exchange Commission website contain detailed provisions regarding the Business Day Convention (designated as "Following" in this pricing supplement), which specifies how payment dates adjust when they fall on non-business days or weekends. Investors in these notes receive periodic fixed income cash flows irrespective of market conditions, though the yield realized may diverge from conventional debt instruments with identical maturity dates.

Pricing, Fees, and Net Proceeds to the Issuer

The notes were priced to the public at par value of $1,000 per note, with total issuance size of $1.459 billion representing 1,459 individual notes at minimum purchase denomination. According to the pricing supplement, the price to public includes estimated hedging costs that JPMorgan Chase incurs through one or more affiliates to manage duration and interest rate exposure on the outstanding notes. The gross fee and commission component totaled $23.322 per $1,000 principal amount note, or $34,026.25 in aggregate, resulting in net proceeds to JPMorgan Chase of $976.678 per note and $1,424,973.75 overall.

J.P. Morgan Securities LLC, acting as agent for JPMorgan Chase & Co., receives responsibility for distributing selling commissions of $23.322 per $1,000 principal amount to affiliated or unaffiliated dealers participating in the offering. The pricing supplement notes that this distribution arrangement creates potential conflicts of interest, which investors are directed to review in the "Plan of Distribution (Conflicts of Interest)" section of the accompanying product supplement. The issuance settlement date was July 22, 2026, subject to customary Business Day Convention adjustments, marking the date on which investors' funds transferred and notes were delivered through The Depository Trust Company system.

Loss-Absorption and Resolution Hierarchy Implications

The pricing supplement discloses critical information regarding how these notes would be treated in a resolution scenario affecting JPMorgan Chase & Co. Federal Reserve rules require JPMorgan Chase to maintain minimum levels of unsecured external long-term debt and other loss-absorbing capacity with specific terms—designated as "eligible LTD"—to recapitalize the bank's operating subsidiaries if the parent company enters resolution through either Chapter 11 bankruptcy proceedings or FDIC receivership under Title II of the Dodd-Frank Act. This framework reflects post-financial crisis regulatory requirements designed to ensure systemically important financial institutions possess adequate loss-absorbing resources without requiring taxpayer capital injections.

The disclosure indicates that if JPMorgan Chase enters resolution, holders of eligible LTD, other unsecured creditors, and equity security holders will absorb the organization's losses and subsidiary losses before the Federal Reserve or U.S. government provides any capital support. The bank's resolution plan contemplates a "single point of entry" strategy whereby JPMorgan Chase itself would enter bankruptcy while material subsidiaries are recapitalized as needed to continue operations or be divested and wound down in orderly fashion. These notes, as unsecured unsubordinated obligations, would be subject to loss absorption in this hierarchy, representing a material risk consideration distinct from the credit risk of normal operating conditions.

Capital Preservation and Maturity Repayment Guarantees

JPMorgan Chase's pricing supplement emphasizes that noteholders receive at minimum the principal amount of notes upon maturity or redemption, provided the notes remain outstanding and have not previously been called. This preservation-of-capital feature provides certainty regarding return of invested principal at the scheduled or early redemption date, distinct from equity securities or floating-rate instruments with principal fluctuation risk. However, the disclosure qualifies this guarantee by stating payment is subject to JPMorgan Chase's ability to satisfy its obligations as they come due, meaning the guarantee has force only insofar as the issuer maintains financial viability and liquidity to service its debt obligations at scheduled payment dates.

The notes are explicitly identified as unsecured and unsubordinated obligations, indicating noteholders have no claim against specific JPMorgan Chase assets or subsidiaries and rank pari passu with other general corporate debt. The pricing supplement further clarifies that these notes are not bank deposits, carry no Federal Deposit Insurance Corporation insurance coverage, and are not obligations of or guaranteed by any bank subsidiary. The long 30-year maturity structure introduces duration risk—longer-dated securities are more sensitive to interest rate changes and inflation dynamics than shorter-dated alternatives—which investors should carefully weigh against the fixed periodic income the notes provide.

Registration and Prospectus Hierarchy for Investor Review

The pricing supplement was filed as a 424(b)(2) document pursuant to Rule 424(b)(2) under the Securities Act of 1933, referencing Registration Statement No. 333-293684. Investors are directed to review this pricing supplement in conjunction with three supporting documents: the prospectus dated April 17, 2026; the prospectus supplement dated April 17, 2026; and product supplement no. 1-I dated April 17, 2026. The disclosure states that the pricing supplement, together with these referenced documents, constitutes the complete terms of the notes and supersedes all prior oral statements and written materials including preliminary pricing terms, correspondence, trade ideas, sample structures, fact sheets, and educational brochures.

All referenced documents are accessible through the Securities and Exchange Commission's EDGAR system using JPMorgan Chase's Central Index Key of 19617. The prospectus supplement and prospectus dated April 17, 2026, are available at a designated SEC URL, as is the product supplement no. 1-I dated the same date. The pricing supplement emphasizes that investors should read these materials together and consult investment, legal, tax, accounting, and other professional advisers before committing capital, as the notes involve risks not associated with conventional debt securities. The SEC has neither approved nor disapproved the notes or assessed the accuracy or adequacy of the pricing supplement, prospectus supplement, or prospectus, consistent with standard securities law disclaimers.

Risk Factors and Duration Considerations for Long-Maturity Debt

The pricing supplement explicitly directs investors to "Selected Risk Considerations" beginning on page PS-4 of the pricing supplement itself, as well as broader "Risk Factors" sections on page S-2 of the accompanying prospectus supplement and page PS-11 of the product supplement. The disclosure acknowledges that long-maturity notes carry greater risk than shorter-dated fixed income products due to extended duration exposure to interest rate fluctuations, inflation dynamics, and issuer credit changes over multidecade horizons. A 30-year maturity creates significant reinvestment risk if interest rates decline, as periodic coupon payments received in future years may be reinvested at materially lower rates, reducing overall return below what the 5.75% coupon initially suggests.

The pricing supplement's purchase considerations section notes that the yield on these notes may be less than the overall return investors would receive from conventional debt securities with identical maturity dates, a statement that implicitly acknowledges the economic cost of the embedded call option granted to JPMorgan Chase. Call risk means the notes may be redeemed prior to the 2056 maturity date if interest rates decline or JPMorgan Chase's credit spreads tighten, limiting upside appreciation for noteholders in favorable market scenarios. Investors should carefully evaluate their interest rate outlook, risk tolerance regarding call optionality, and demand for 30-year fixed income exposure before committing to these securities.

Eligibility, Compliance Standards, and Institutional Frameworks

These callable notes are structured as part of JPMorgan Chase & Co.'s Series E medium-term notes program, a framework under which the bank issues various debt instruments with diverse structural characteristics, maturities, and embedded features. The notes meet Federal Reserve standards for eligible long-term debt under the bank's capital and resolution frameworks, meaning they contribute to regulatory loss-absorbing capacity requirements applicable to systemically important financial institutions. The issuance size of $1.459 billion and individual note denomination of $1,000 (in integral multiples thereof) accommodate both institutional and retail investor participation within JPMorgan Chase's distribution infrastructure.

JPMorgan Chase's disclosure regarding the notes' treatment in resolution scenarios underscores the post-Dodd-Frank regulatory environment in which large banks must maintain substantial unsecured debt resources to absorb potential losses without taxpayer intervention. This framework, implemented through Federal Reserve regulations, reflects systemic risk mitigation objectives that require notes like these to subordinate to government claims but hold seniority relative to equity. The pricing supplement's comprehensive treatment of resolution dynamics, loss-absorption sequencing, and subsidiary recapitalization strategies reflects the heightened transparency requirements now applicable to eligible LTD issuances by systemically important banks.

Trading Mechanics and Secondary Market Considerations

The notes carry a CUSIP identifier of 48130KWU7, enabling settlement through The Depository Trust Company system and facilitating secondary market trading among institutional and retail investors. The original issue date of July 22, 2026, marks the commencement of the notes' trading life, with accrued interest calculations beginning from this date through the final maturity or earlier redemption. Investors purchasing notes in the secondary market after settlement will accrue and pay interest based on the 30/360 day count convention, with monthly payment cycles established on the 22nd calendar day of each month.

The callable structure may impact secondary market trading liquidity and valuations relative to conventional non-callable corporate debt, as investors incorporate call option value into pricing decisions. In rising rate environments, these notes may trade at discounts to par as investors demand higher yields on longer-duration securities, while the issuer's call optionality becomes less economically attractive. Conversely, in declining rate environments, the call feature may limit upside price appreciation, as noteholders recognize the increased probability that JPMorgan Chase will exercise redemption rights if refinancing opportunities become available at lower coupon rates. Investors considering secondary market purchases should analyze the notes' effective duration and call-adjusted yield relative to comparable fixed income alternatives.