Form FWP JPMORGAN CHASE & CO Filed by: JPMORGAN CHASE & CO
Filed Pursuant to Rule 433
Registration No. 333-285537
Dated: April 30, 2026
Pricing Term Sheet
This term sheet supplements the information set forth under “Description of the Preferred Stock” in the Prospectus Supplement, subject to completion, dated April 30, 2026 to the Prospectus dated April 10, 2025 (the “Preliminary Prospectus Supplement”).
| Issuer: | JPMorgan Chase & Co. | |
| Security: | Depositary Shares, each representing a one-tenth interest in a share of JPMorgan Chase & Co. 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP | |
| Size: | 3,000,000 Depositary Shares | |
| Liquidation Preference: | $10,000 per share of Preferred Stock (equivalent to $1,000 per Depositary Share) | |
| Maturity: | Perpetual | |
| Day Count: | 30/360 | |
| Trade Date: | April 30, 2026 | |
| Settlement Date: | May 7, 2026 (T+5) | |
| Reset Date: | July 1, 2031 (the “First Reset Date”) and each subsequent date falling on the fifth anniversary of the preceding reset date | |
| Reset Period: | Initially the period from and including the First Reset Date to, but excluding, the next following reset date, and thereafter each period from and including each reset date to, but excluding, the next following reset date | |
| Reset Dividend Determination Date: | In respect of any reset period, the day falling three business days prior to the beginning of such reset period | |
| Dividend Rate (Non-Cumulative): | From May 7, 2026, to, but excluding, the First Reset Date, 6.100% per annum, and thereafter, for each reset period, at a rate equal to the treasury rate (as described in the Preliminary Prospectus Supplement) as of the most recent reset dividend determination date plus a spread of 2.080% per annum | |
| Dividend Payment Dates: | Beginning July 1, 2026, on January 1, April 1, July 1 and October 1 of each year, in each case when, as, and if declared by the issuer’s board of directors or any duly authorized committee of the issuer’s board of directors | |
| Optional Redemption: | On any Dividend Payment Date on or after the First Reset Date, in whole at any time or from time to time in part, or at any time following notice given within 90 days after a “capital treatment event” (subject to limitations described in the Preliminary Prospectus Supplement) in whole but not in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends on the shares of the Preferred Stock called for redemption up to, but excluding, the redemption date, without accumulation of undeclared dividends | |
| Public Offering Price: | $1,000 per Depositary Share | |
| Net Proceeds (Before Expenses) to Issuer: | $2,970,000,000 | |
| Sole Bookrunner: | J.P. Morgan Securities LLC | |
| Co-Managers: | Academy Securities, Inc. AmeriVet Securities, Inc. Blaylock Van, LLC CastleOak Securities, L.P. Drexel Hamilton, LLC Falcon Square Capital LLC R. Seelaus & Co., LLC | |
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| Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Tigress Financial Partners, LLC BMO Capital Markets Corp. Capital One Securities, Inc. CIBC World Markets Corp. Citizens JMP Securities, LLC Commonwealth Bank of Australia Danske Markets Inc. Fifth Third Securities, Inc. Huntington Securities, Inc. Intesa Sanpaolo IMI Securities Corp. KeyBanc Capital Markets Inc. Lloyds Securities Inc. M&T Securities, Inc. nabSecurities, LLC Natixis Securities Americas LLC NatWest Markets Securities Inc. Nordea Bank Abp PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc Westpac Capital Markets LLC | ||
| CUSIP/ISIN for the Depositary Shares: | 48128BAR2 / US48128BAR24 | |
Certain of the underwriters are not U.S. registered broker-dealers, and will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
Settlement Period: The closing will occur on May 7, 2026 which will be more than one U.S. business day after the date of this pricing term sheet. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in one business day, unless the parties to a trade expressly agree otherwise.
JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents
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relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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