JPMorgan closes multi-billion note offerings

JPMorgan Chase & Co. closed several debt offerings on January 22, 2026.

Rhea-AI Filing Summary

JPMorgan Chase & Co. closed several debt offerings on January 22, 2026. The bank issued $400,000,000 of Floating Rate Notes due 2032, $2,600,000,000 of Fixed-to-Floating Rate Notes due 2032, and $3,000,000,000 of Fixed-to-Floating Rate Notes due 2037. These Notes were issued under an existing shelf registration statement on Form S-3. A legal opinion from Simpson Thacher & Bartlett LLP on the validity of the Notes, along with related consents and technical Inline XBRL cover-page data, is included as exhibits.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What did JPM (JPMorgan Chase & Co.) announce in this Form 8-K?

JPMorgan Chase & Co. reported that it closed public offerings of three series of Notes: Floating Rate Notes due 2032, Fixed-to-Floating Rate Notes due 2032, and Fixed-to-Floating Rate Notes due 2037, all issued as registered securities.

How much debt did JPMorgan Chase & Co. issue in each new note series?

The company issued $400,000,000 of Floating Rate Notes due 2032, $2,600,000,000 of Fixed-to-Floating Rate Notes due 2032, and $3,000,000,000 of Fixed-to-Floating Rate Notes due 2037.

Under what registration did JPMorgan Chase & Co. issue these Notes?

The offerings were registered under the Securities Act of 1933 pursuant to an existing shelf registration statement on Form S-3, identified as File No. 333-285537.

What legal opinion is included with JPMorgan Chase & Co.’s new Notes?

The filing includes an opinion of Simpson Thacher & Bartlett LLP as Exhibit 5.1, addressing the legality of the Notes, along with their consent as Exhibit 23.1.

Which exchanges are JPMorgan Chase & Co.’s listed securities associated with in this filing?

The filing lists JPMorgan common stock and various preferred stock depositary shares on the New York Stock Exchange, as well as guarantees of certain exchange-traded notes on the New York Stock Exchange and NYSE Arca.

Does this 8-K include any earnings or operating results for JPMorgan Chase & Co.?

No, this report focuses on the completion of public offerings of Notes and related legal documentation, not on earnings or operating performance.

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Accepted by SEC EDGAR 01/22/2026 - 04:15 PM EST Learn about SEC filing dates

JPMORGAN CHASE & CO false 0000019617 0000019617 2026-01-22 2026-01-22 0000019617 us-gaap:CommonStockMember 2026-01-22 2026-01-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof5.75NonCumulativePreferredStockSeriesDDMember 2026-01-22 2026-01-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.00NonCumulativePreferredStockSeriesEEMember 2026-01-22 2026-01-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof4.75NonCumulativePreferredStockSeriesGGMember 2026-01-22 2026-01-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf455NonCumulativePreferredStockSeriesJJMember 2026-01-22 2026-01-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf4625NonCumulativePreferredStockSeriesLLMember 2026-01-22 2026-01-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf420NonCumulativePreferredStockSeriesMMMember 2026-01-22 2026-01-22 0000019617 jpm:GuaranteeOfCallableFixedRateNotesDueJune102032OfJPMorganChaseFinancialCompanyLLCMember 2026-01-22 2026-01-22 0000019617 jpm:GuaranteeOfAlerianMlpIndexETNsDueJanuary282044OfJPMorganChaseFinancialCompanyLlc2Member 2026-01-22 2026-01-22 0000019617 jpm:GuaranteeOfInverseVixShortTermFuturesETNsDueMarch222045OfJPMorganChaseFinancialCompanyLlc1Member 2026-01-22 2026-01-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 22, 2026

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

Delaware		1-5805		13-2624428
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. employer identification no.)

270 Park Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		JPM		The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD		JPM PR D		The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE		JPM PR C		The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, Series GG		JPM PR J		The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% Non-Cumulative Preferred Stock, Series JJ		JPM PR K		The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% Non-Cumulative Preferred Stock, Series LL		JPM PR L		The New York Stock Exchange
Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% Non-Cumulative Preferred Stock, Series MM		JPM PR M		The New York Stock Exchange
Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC		JPM/32		The New York Stock Exchange
Guarantee of Alerian MLP Index ETNs due January 28, 2044 of JPMorgan Chase Financial Company LLC		AMJB		NYSE Arca, Inc.
Guarantee of Inverse VIX Short-Term Futures ETNs due March 22, 2045 of JPMorgan Chase Financial Company LLC		VYLD		NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On January 22, 2026, JPMorgan Chase & Co. closed public offerings of (i) $400,000,000 aggregate principal amount of Floating Rate Notes due 2032 (the “Floating Rate Notes”), (ii) $2,600,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2032 (the “2032 Fixed-to-Floating Rate Notes”) and (iii) $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2037 (together with the Floating Rate Notes and the 2032 Fixed-to-Floating Rate Notes, the “Notes”).

The offerings of the Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-285537), as amended. In connection with these offerings, the legal opinion as to the legality of the Notes is being filed as Exhibit 5.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

5.1		Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Notes.
23.1		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JPMORGAN CHASE & CO.
(Registrant)
By:		/s/ Jordan A. Costa
Name:		Jordan A. Costa
Title:		Managing Director

Dated: January 22, 2026