JPMorgan (NYSE: JPM) completes $3B subordinated notes sale due 2037

Rhea-AI Filing Summary

JPMorgan Chase & Co. closed a public offering of $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2037. The notes were issued as part of a registered shelf program on Form S-3 and are subordinated debt securities.

The company filed a legal opinion from Simpson Thacher & Bartlett LLP as Exhibit 5.1, along with the related consent and Inline XBRL cover page data as additional exhibits.

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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): February 5, 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 February 5, 2026, JPMorgan Chase & Co. closed a public offering of $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2037 (the “Subordinated Notes”).

The offering of the Subordinated Notes was 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 this offering, the legal opinion as to the legality of the Subordinated 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 Subordinated 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: February 5, 2026

FAQ

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

JPMorgan Chase & Co. reported it closed a public offering of $3,000,000,000 Fixed-to-Floating Rate Subordinated Notes due 2037. These notes are a form of subordinated debt and were issued under a previously filed shelf registration statement on Form S-3.

How large is JPMorgan Chase’s new subordinated notes offering?

The offering consists of $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2037. “Aggregate principal amount” means the total face value of all notes issued in this transaction to investors in the public debt markets.

When did JPMorgan Chase close the $3B subordinated notes deal?

JPMorgan Chase & Co. closed the public offering of its Fixed-to-Floating Rate Subordinated Notes on February 5, 2026. That date also serves as the earliest event reported, aligning with the formal reporting date in the company’s current report filing.

Under what registration statement were JPMorgan’s 2037 subordinated notes issued?

The subordinated notes were registered under the Securities Act of 1933 using a shelf registration statement on Form S-3, identified as File No. 333-285537. This structure allows JPMorgan Chase to issue securities like these notes more efficiently to the public.

What legal documents about the JPM subordinated notes are included as exhibits?

The filing includes an opinion of Simpson Thacher & Bartlett LLP as Exhibit 5.1 addressing the legality of the subordinated notes. A related consent is included as Exhibit 23.1, and Inline XBRL cover page data appears in Exhibits 101 and 104 for reporting purposes.