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我们称为 2030 年到期的固定利率转浮动利率票据的固定利率转浮动利率票据将于 2030 年 10 月 20 日到期。2030 年到期的固定利率转浮动利率票据的利息将从 2026 年 10 月 20 日（含当日）起至 2029 年 10 月 20 日（不含当日）止，按 5.615% 的固定年利率支付，每半年支付一次，于每年 4 月 20 日和 10 月 20 日支付，自 2027 年 4 月 20 日起，并包含 2029 年 10 月 20 日。从 2029 年 10 月 20 日（含当日）起，2030 年到期的固定利率转浮动利率票据将按浮动年利率计息，该利率等于基准利率，预计为复合 SOFR（如本文所定义），外加 0.870% 的年利差，按季度支付，于 2030 年 1 月 20 日、4 月 20 日、7 月 20 日和 10 月 20 日支付。

我们称为 2037 年到期的固定利率转浮动利率票据的固定利率转浮动利率票据将于 2037 年 10 月 20 日到期。2037 年到期的固定利率转浮动利率票据的利息将从 2026 年 10 月 20 日（含当日）起至 2036 年 10 月 20 日（不含当日）止，按 6.117% 的固定年利率支付，每半年支付一次，于每年 4 月 20 日和 10 月 20 日支付，自 2027 年 4 月 20 日起，并包含 2036 年 10 月 20 日。从 2036 年 10 月 20 日（含当日）起，2037 年到期的固定利率转浮动利率票据将按浮动年利率计息，该利率等于基准利率，预计为复合 SOFR，外加 1.255% 的年利差，按季度支付，于 2037 年 1 月 20 日、4 月 20 日、7 月 20 日和 10 月 20 日支付。

我们称为浮动利率票据的 2030 年到期的浮动利率票据将于 2030 年 10 月 20 日到期。浮动利率票据将按等于基准利率的浮动年利率计息，该利率最初为复合 SOFR，外加 0.870% 的年利差。浮动利率票据的利息将从 2026 年 10 月 20 日开始累积。我们将按季度支付浮动利率票据的利息，于每年 1 月 20 日、4 月 20 日、7 月 20 日和 10 月 20 日支付，自 2027 年 1 月 20 日起。

我们将 2030 年到期的固定利率转浮动利率票据和 2037 年到期的固定利率转浮动利率票据统称为固定利率转浮动利率票据。我们将固定利率转浮动利率票据和浮动利率票据统称为票据。

票据可在本招股说明书补充文件中描述的适用日期和适用赎回价格赎回。票据没有偿债基金。

票据为无担保票据，其优先级将与我们的其他无担保且未次级债务义务相同。

票据不是银行的存款或其他义务，也不受联邦存款保险公司或任何其他政府机构的保险。

美国证券交易委员会或任何州证券委员会均未对这些票据进行批准或不批准，也未确定这份招股说明书补充材料或所附招股说明书是否准确或完整。与此相反的任何陈述均属刑事犯罪。



	向公众发行价格			承销折扣			归我们所有

每份 2030 固定转浮动利率票据		100.000	%			0.250	%		99.750%

每份 2037 固定转浮动利率票据		100.000	%			0.450	%		99.550%

每份浮动利率票据		100.000	%			0.250	%		99.750%

总计	$	7,000,000,000			$	25,000,000		$	6,975,000,000

这些票据不会在任何证券交易所上市。\n目前，不存在票据的公开交易市场。

我们预计将通过存托信托公司及其直接参与者（包括 Euroclear Bank SA/NV 和 Clearstream Banking, S.A.）的簿记交收系统，于 2026 年 10 月 20 日左右向投资者交付票据。

我们的关联公司，包括 J.P. Morgan Securities LLC，可能会在本招股说明书补充文件和\n所附招股说明书的背景下，在二级市场销售票据时使用这些文件。这些关联公司在这些交易中可能充当交易商或代理人。二级市场销售将按照\n销售时的市场价格相关价格进行。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

J.P. Morgan

2026 年 10 月 13 日

在做出投资决策时，您应仅依赖本招股说明书补充文件和所附招股说明书以及任何相关自由撰写招股说明书中包含或通过\n引用纳入的信息。我们未授权任何人向您提供任何其他信息。如果您收到未经我们授权的任何信息，您不应\n依赖它。

我们仅在允许销售\n的地方出售票据。

您不应假设本招股说明书补充文件或所附招股说明书或任何相关自由撰写招股说明书中包含或\n通过引用纳入的信息，在其各自日期以外的任何日期都是准确的。


	页码
招股说明书补充文件

JPMorgan Chase & Co.		S-3

关于 JPMorganChase 的更多信息		S-3

募集资金用途		S-4

票据描述		S-5

非美国人士的某些美国联邦所得税和遗产税后果		S-17

某些 ERISA 事项		S-20

承销		S-22

利益冲突		S-24

独立注册公共会计师事务所		S-25

法律意见		S-25


	页码
招股说明书

摘要		3

关于 JPMorganChase 的更多信息		7

可能影响未来结果的重要事项		8

募集资金用途		10

债务证券描述		11

优先股描述		21

存托股份描述		32

普通股描述		33

认股权证描述		34

单位描述		35

簿记发行		36

分销计划		40

独立注册公共会计师事务所		41

法律意见		41

S-2

摩根大通公司，在本招股说明书附录中我们称之为“摩根大通”、“我们”或“我们”，是一家总部位于美国的领先金融服务公司，在全球开展业务。摩根大通在投资银行、消费者和小企业金融服务、商业银行、金融交易处理和资产管理方面处于领先地位。在 J.P. 摩根和 Chase 品牌下，摩根大通为数百万客户提供服务，主要在美国，并为全球许多最著名的公司、机构和政府客户提供金融服务。

摩根大通是一家金融控股公司，根据特拉华州法律于 1968 年 10 月 28 日成立。摩根大通的主要银行子公司是摩根大通银行，N.A.，一家在 48 个州和华盛顿特区设有美国分支机构的国民银行协会。摩根大通的主要非银行子公司是 J.P. 摩根证券有限责任公司，一家美国经纪商自营商。摩根大通在美国以外的主要运营子公司是 J.P. 摩根证券 plc 和 J.P. 摩根 SE，它们是摩根大通银行，N.A. 的子公司，分别位于英国和德国。

摩根大通的主要行政办公室位于美国纽约州纽约市公园大道 270 号，邮编 10017，电话号码是 (212) 270-6000。

在哪里可以找到更多信息

关于摩根大通

我们向美国证券交易委员会（“SEC”）提交年度、季度和当前报告、代理声明以及其他信息。我们的 SEC 文件可在 SEC 维护的网站上向公众公开：http://www.sec.gov。此类文件、报告和信息也可在我们的网站上获取：https://jpmorganchaseco.gcs-web.com/ir/sec-other-filings/overview。本招股说明书附录中引用或提及的网站不构成本招股说明书附录或随附招股说明书的一部分。

SEC 允许我们将向其提交的文件中的信息“通过引用方式并入”本招股说明书附录和随附招股说明书，这意味着我们可以通过向您引用这些文件来向您披露重要信息。通过引用并入的信息被视为本招股说明书附录和随附招股说明书的一部分，而我们在 SEC 提交的后续信息将自动更新并取代此信息。

我们通过引用方式并入（i）下列文件和（ii）本招股说明书附录日期之后根据 1934 年《证券交易法》第 13(a)、13(c)、14 或 15(d) 条款向 SEC 提交的任何未来文件，直至本招股说明书附录下的发行结束，但每种情况下的那些文件或其未提供而是已提交的部分除外：

\n\n\n\n\n

(a)

我们截至 2025 年 12 月 31 日的年度报告 Form 10-K；

\n\n\n\n\n

(b)

我们截至 2026 年 3 月 31 日和 2026 年 6 月 30 日的季度报告 Form 10-Q；以及

\n\n\n\n\n

(c)

我们关于在 2026 年 1 月 13 日、2026 年 1 月 22 日、2026 年 1 月 22 日、2026 年 2 月 5 日、2026 年 4 月 14 日、2026 年 4 月 23 日、2026 年 4 月 24 日、2026 年 5 月 7 日、2026 年 5 月 21 日、2026 年 5 月 27 日、2026 年 6 月 2 日、2026 年 6 月 24 日、2026 年 6 月 25 日、2026 年 7 月 14 日、2026 年 7 月 23 日、2026 年 7 月 23 日以及 2026 年 10 月 13 日提交的 8-K 表格报告。

您可以通过写信或致电以下地址，免费索取这些备案文件的副本：

秘书处

摩根大通公司

公园大道 270 号

纽约，纽约 10017

212-270-6000

S-3

我们将把从本招股说明书补充文件所提供票据的出售中收到的净收益，捐赠给我们名为“中间控股公司”的子公司 JPMorgan Chase Holdings LLC，该公司将把这些净收益用于一般企业用途。一般企业用途可能包括对我们的子公司进行投资或提供信贷；向我们支付股息或提供信贷，包括支付我们未偿债务或股权证券的利息或股息，或回购我们未偿债务证券或优先股；或为可能的收购或业务扩张提供融资。净收益可能会暂时投资，等待用于其指定用途。我们将使用从 JPMorgan Chase Holdings LLC 获得的股息或信贷，或从摩根大通银行获得的股息，来支付我们债务证券（包括本招股说明书补充文件所提供票据的利息）的利息、股权证券的股息，以及未偿证券的赎回或回购。

S-4

我们将于 2030 年到期的浮动利率票据称为浮动利率票据，并将我们于 2030 年到期的固定利率浮动票据和于 2037 年到期的固定利率浮动票据统称为固定利率浮动票据。我们将浮动利率票据和固定利率浮动票据统称为票据。以下关于票据具体条款的说明，补充了随附招股说明书下“债务证券说明—一般”和“债务证券说明—优先债务证券”标题下列出的债务证券一般条款的说明。本招股说明书补充文件中使用但未定义的 capitalized 术语，具有随附招股说明书或下文提及的高级信托契约中分配的含义。

本招股说明书补充文件所提供的票据将根据我们与受托人德意志银行信托公司美洲之间于 2010 年 10 月 21 日签署、并于 2017 年 1 月 13 日签署的第一份补充信托契约修订的信托契约发行。该信托契约的副本作为我们向 SEC 提交的注册声明（编号 333-285537）的附件通过引用方式并入，该第一份补充信托契约的副本作为我们于 2017 年 1 月 13 日向 SEC 提交的 8-K 表格当前报告的附件已提交。我们将该经第一份补充信托契约修订的信托契约称为“高级信托契约”。

浮动利率票据的初始总额将限制在3.5亿美元，将于2030年10月20日到期。我们称为2030年固定利率转浮动利率票据的固定利率转浮动利率票据，初始总额将限制在29亿美元，将于2030年10月20日到期。我们称为2037年固定利率转浮动利率票据的2037年固定利率转浮动利率票据，初始总额将限制在37.5亿美元，将于2037年10月20日到期。浮动利率票据、2030年固定利率转浮动利率票据和2037年固定利率转浮动利率票据各自是附录中提到的高级债务证券的一个系列。我们有权在未来发行任何此类系列的额外票据。任何此类额外票据将具有与本招股说明书补充文件中提供的该系列票据相同的条款，但可能以不同的发行价格出售，或与本招股说明书补充文件中提供的该系列票据相比，具有不同的初始利息支付日期。如果发行，这些额外票据将成为本招股说明书补充文件中提供的相关票据所在同一系列的一部分。

我们将以立即可用资金支付票据的本金和利息。所有票据的销售，包括二级市场销售，都将通过立即可用资金结算。

票据的利息将支付给在每期利息支付日前第二个营业日结束时登记在册的持有人。如果我们对票据进行赎回，利息将在下文所述的相应赎回日期停止累积。

为了本招股说明书补充文件的目的，“营业日”是指纽约的商业银行和外汇市场结算付款并正常营业的日期（包括外汇和外币存款交易）。

到期时应付金额为票据本金金额的100%，加上自计息日起至票据到期日为止的应计利息（不包括票据到期日）。不为票据提供偿债基金。

票据和高级契约受纽约州法律管辖。

票据将以2000美元及更大整数倍的1000美元面额发行。票据将由一个或多个永久性全球票据代表，这些票据以DTC或其代理人的名义登记，如附录中的“无纸化发行”部分所述。

投资者可通过Clearstream Banking S.A.（“Clearstream”）或Euroclear Bank SA/NV（Euroclear System的运营商“Euroclear”）在这些系统中持有票据的美国境外利益，或通过参与这些系统的组织间接持有。

S-5

\n如果他们是这些系统的参与者，或间接通过参与这些系统的组织。Clearstream和Euroclear将通过其各自的托管机构的客户证券账户，以Clearstream和Euroclear的名义代表其参与者持有利益。这些托管机构将进一步以DTC的名义在各自的托管机构的客户证券账户中持有这些利益。

选择性赎回

浮动利率票据

我们可自行决定（i）于2029年10月20日全额赎回（不可部分赎回），以及（ii）自2030年9月20日起任何时候或不时部分或全额赎回，每次赎回价格等于所赎回浮动利率票据本金金额的100%加上截至但不包括赎回日的应计未付利息。

2030年固定利率转浮动利率票据

自2027年4月20日起至2029年10月20日（“2030年第一次面值赎回日”）之前，我们可自行决定在任何时候或不时部分或全额赎回2030年固定利率转浮动利率票据，赎回价格（以本金金额的百分比表示并四舍五入至三位小数）等于以下两者中的较高者：

(1) (a)\n所赎回的2030年固定利率转浮动利率票据剩余计划本金和利息支付的现值之和，按半年期计算（假设2030年固定利率转浮动利率票据在2030年第一次面值赎回日到期），以赎回日为基准折现，按360天一年（由十二个30天月份组成）计算，以以下定义的国债利率（Treasury Rate）加上12.5个基点；(b) 截至赎回日的2030年固定利率转浮动利率票据的应计利息，和

(2) 所赎回的2030年固定利率转浮动利率票据本金金额的100%，

以及在任何情况下，所赎回的2030年固定利率转浮动利率票据截至但不包括赎回日的应计未付利息。

如上文所述，关于2030年固定利率转浮动利率票据：

“国债利率”指在2030年第一次面值赎回日之前任何赎回日的收益率，由我们根据以下方式确定：

我们将在赎回日前的第三个营业日纽约时间下午4:15后（或在美联储理事会每日发布美国政府证券收益率之后的时间）确定国债利率，依据的是在该日发布后的最新统计数据中出现的最新一天的收益率，该统计数据由美联储理事会发布，标题为“选定利率（每日）- H.15”（或任何后续的标题或出版物）（“H.15”）下的“美国政府证券-国债固定期限-名义值”（或任何后续的标题或标题）。在确定国债利率时，我们将根据情况选择：

\n\n\n\n\n

(1)

H.15中与从赎回日到2030年第一次面值赎回日的“剩余期限”完全相等的国债固定期限收益率；或者

\n\n\n\n\n

(2)

如果H.15中没有与“剩余期限”完全相等的国债固定期限收益率，则选择两个收益率——一个对应于H.15中比“剩余期限”稍短的国债固定期限收益率，一个对应于H.15中比“剩余期限”稍长的国债固定期限收益率，并使用这些收益率以直线法（使用实际天数）对2030年第一次面值赎回日进行插值，并将结果四舍五入至三位小数；或者

S-6

如果在赎回日前的第三个营业日 H.15 或任何后续指定或发布不再出版，我们将根据在赎回日前第二个营业日纽约时间上午 11:00 的美国财政部证券的半年期等值收益率来计算美国财政部利率，该证券的到期日为或最接近 2030 年第一次面值赎回日。如果没有任何美国财政部证券在 2030 年第一次面值赎回日到期，但有两个或多个美国财政部证券的到期日与 2030 年第一次面值赎回日等距，一个在 2030 年第一次面值赎回日之前到期，一个在 2030 年第一次面值赎回日之后到期，我们将选择到期日在 2030 年第一次面值赎回日之前的美国财政部证券。如果有两个或多个美国财政部证券在 2030 年第一次面值赎回日到期，或有两个或多个符合前一句条件的美国财政部证券，我们将从这些两个或多个美国财政部证券中选择在纽约时间上午 11:00 时，根据这些美国财政部证券的买卖报价平均值最接近面值的证券。根据本段条款确定美国财政部利率时，适用的美国财政部证券的半年期收益率将基于纽约时间上午 11:00 时该美国财政部证券的买卖报价平均值（以本金金额的百分比表示），并四舍五入到小数点后三位。

我们确定 2030 年固定利率转浮动利率票据赎回价格的行为和决定在所有目的上均具有最终效力，除非存在明显错误。前述计算将由我们或我们指定的人进行；但在此情况下，该计算不构成高级契约中受托人的义务或责任。

此外，我们可根据自身选择，在 (i) 2030 年第一次面值赎回日全额赎回，但不得部分赎回，以及 (ii) 在 2030 年 9 月 20 日或之后任何时候全额或分次赎回，每次赎回价格等于被赎回的 2030 年固定利率转浮动利率票据本金金额的 100% 加上截至但不包括赎回日的应计未付利息。

2037 年固定利率转浮动利率票据

自 2027 年 4 月 20 日起至 2036 年 10 月 20 日之前（“2037 年第一次面值赎回日”），我们可根据自身选择，全额或分次赎回 2037 年固定利率转浮动利率票据，赎回价格（以本金金额的百分比表示并四舍五入到小数点后三位）等于以下两者中的较高者：

(1) (a)\n2037 年固定利率转浮动利率票据剩余计划支付的本金和利息的现值，按半年期计算（假设一年为 360 天，由十二个 30 天的月份组成），以美国国债利率（如下所述）加上 15 个基点进行贴现，假设 2037 年固定利率转浮动利率票据在 2037 年首次本金赎回日到期\n(b) 截至赎回日的 2037 年固定利率转浮动利率票据的应计利息，以及

(2) 100% 的 2037 年固定利率转浮动利率票据的本金金额，将被赎回，

无论哪种情况，均包括截至但不包括赎回日的 2037 年固定利率转浮动利率票据的应计未付利息。

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在赎回日前三个工作日的纽约时间下午4:15（或在美联储理事会每日发布美国政府债券收益率之后的时间）之后，我们将根据美联储理事会发布的最新统计报告中显示的最新收益率确定财政部利率，该报告被指定为“选定利率（每日）- H.15”（或任何后续的指定或出版物）（“H.15”），在标题“美国政府债券-美国国债固定期限-名义值”（或任何后续标题或标题）下显示的收益率。在确定财政部利率时，我们将根据适用情况选择：

\n\n\n\n\n

(1)

H.15中与从赎回日到2037年第一面值赎回日的剩余期限（“剩余期限”）完全相等的国债固定期限收益率；或

\n\n\n\n\n

(2)

如果H.15中没有与剩余期限完全相等的国债固定期限，我们将选择H.15中与剩余期限直接较短的国债固定期限的收益率和直接较长的国债固定期限的收益率，并以直线方式（使用实际天数）对2037年第一面值赎回日进行插值，并将结果四舍五入到小数点后三位；或

\n\n\n\n\n

(3)

如果H.15中没有比剩余期限短或长的国债固定期限，我们将选择H.15中与剩余期限最接近的单一国债固定期限的收益率。

为上述目的，H.15中的适用国债固定期限或固定期限将被视为其到期日等于从赎回日起适用的月数或年数。

如果在赎回日之前的第三个营业日，H.15 或任何后续的指定或出版物不再出版，我们将根据以下方式计算国债利率：在赎回日之前的第二个营业日纽约时间上午11点，美国国债的到期收益率，该国债的到期日为或最接近2037年第一次面值赎回日，具体以适用者为准。如果没有美国国债在2037年第一次面值赎回日到期，但有两个或多个美国国债的到期日与2037年第一次面值赎回日同样接近，一个到期日早于2037年第一次面值赎回日，一个到期日晚于2037年第一次面值赎回日，我们将选择到期日早于2037年第一次面值赎回日的美国国债。如果有两个或多个美国国债在2037年第一次面值赎回日到期，或有两个或多个符合前一句条件的美国国债，我们将从这些美国国债中选择在纽约时间上午11点，根据该美国国债的买卖报价平均值最接近面值的国债。在根据本段条款确定国债利率时，适用的美国国债的半年期到期收益率将基于该美国国债在纽约时间上午11点的买卖报价平均值（以本金金额的百分比表示），并四舍五入到小数点后三位。

适用于美国国债的到期收益率将基于该美国国债在纽约时间上午11点的买卖报价平均值（以本金金额的百分比表示），并四舍五入到小数点后三位。

我们在确定2037年固定利率转浮动利率票据的赎回价格时所采取的行动和决定，除明显错误外，对所有目的均具有最终约束力。上述计算将由我们或由我们指定的人进行。但请注意，此类计算不构成高级契约中受托人的义务或责任。

S-8

此外，我们可根据自身选择，（i）在2037年第一次面值赎回日全额赎回，但不可部分赎回，以及（ii）在2037年7月20日或之后任何时候，全额或部分赎回，每次赎回价格等于被赎回的2037年固定利率转浮动利率票据本金金额的100%加上截至但不包括赎回日的应计未付利息。

赎回通知

如果我们选择赎回某一特定系列的票据，我们将通过第一类邮件（预付邮资）寄送给被赎回票据的登记持有人。该邮寄至少在赎回日之前5天，但不超过60天。每份赎回通知将说明：

\n\n\n\n\n

•

赎回日期；

\n\n\n\n\n

•

赎回价格（或在无法确定时，计算方式）；

\n\n\n\n\n

•

如果该系列的未偿还票据少于全部被赎回，则说明被赎回的具体票据的标识（在部分赎回的情况下，还包括本金金额）；

\n\n\n\n\n

•

被赎回票据的CUSIP或ISIN编号；

\n\n\n\n\n

•

在赎回日，赎回价格将针对每张待赎回的票据到期并应予支付，并且自该日起，该等票据的利息将停止计息；以及

\n\n\n\n\n

•

票据应被交出以支付赎回价格的地点或地点；

尽管有上述规定，如果票据通过存管信托公司（“DTC”）以簿记形式持有，我们可能根据DTC允许或要求的任何方式发出此类通知。

在仅赎回某一特定系列的全部票据中的一部分的情况下，受托人将在赎回日前不超过60天内，通过受托人认为公平适当的任何方法选择将被赎回的票据。

票据的利息

浮动利率票据

浮动利率票据将按照一个浮动年利率计息，该利率等于基准利率加上每年0.870%的利差，该基准利率最初为复合SOFR，具体如下所述。浮动利率票据的利息将自2026年10月20日起计算。我们将每年在1月20日、4月20日、7月20日和10月20日按季度在到期后支付浮动利率票据的利息，从2027年1月20日开始。

我们指从2026年10月20日（包括该日）起至浮动利率票据的第一次利息支付日（不包括该日）止的期间，以及每个随后的期间，从浮动利率票据的利息支付日（包括该日）起至下一个利息支付日（不包括该日）止，称为浮动利率票据的“利息期间”。

固定利率转浮动利率票据

我们指2030年固定利率转浮动利率票据或2037年固定利率转浮动利率票据按固定利率计息的期间称为这些票据的“固定利率期间”，以及这些票据按浮动利率计息的期间称为这些票据的“浮动利率期间”。

S-9

2030年固定利率转浮动利率票据将在（i）从2026年10月20日（包括该日）起至2029年10月20日（不包括该日）止的期间，按年固定利率5.615%计息，以及（ii）从2029年10月20日（包括该日）起至到期日止的期间，按年浮动利率计息，该浮动利率等于基准利率，预计为复合SOFR，具体如下所述，加上每年0.870%的利差。我们将按以下方式支付2030年固定利率转浮动利率票据的利息：（i）在这些票据的固定利率期间，每年在4月20日和10月20日按半年期在到期后支付，从2027年4月20日开始，包括2029年10月20日，以及（ii）在这些票据的浮动利率期间，按季度在到期后支付，于2030年1月20日、2030年4月20日、2030年7月20日和2030年10月20日支付。

2037年固定利率转浮动利率债券将在从2026年10月20日（含）起至2036年10月20日（不含）期间按固定年利率6.117%计息，(i) 并在从2036年10月20日（含）起至到期日（不含）期间按浮动年利率计息，该浮动年利率等于基准利率加上1.255%的利差，基准利率预计为复合SOFR，具体如下所述。(ii) 我们将按以下方式支付2037年固定利率转浮动利率债券的利息：(i) 在债券的固定利率期间，于每年4月20日和10月20日按应计利息支付，自2027年4月20日开始，并包括2036年10月20日；(ii) 在债券的浮动利率期间，于2037年1月20日、2037年4月20日、2037年7月20日和2037年10月20日按应计利息支付。

在债券的固定利率期间，固定利率转浮动利率债券的利息将按照一年360天（由十二个30天的月份组成）计算。如果在固定利率期间，固定利率转浮动利率债券的任何利息支付日不是工作日，则该日应支付的款项将在下一个工作日支付，其效力与在该支付日支付相同，且不因延迟支付而产生任何利息或其他费用。

我们称从2029年10月20日（针对2030年固定利率转浮动利率债券）或2036年10月20日（针对2037年固定利率转浮动利率债券）起，至2030年固定利率转浮动利率债券或2037年固定利率转浮动利率债券在浮动利率期间的第一个利息支付日（不含）结束的期间，以及在该债券的浮动利率期间内，从每个利息支付日（含）起至下一个利息支付日（不含）结束的每个后续期间，为该债券的“计息期”。

在以下子部分中，当我们提到浮动利率期间内固定利率转浮动利率债券应付的利息时，我们指的是该债券在浮动利率期间内每个计息期的利息。

基准利率

对于浮动利率债券和固定利率转浮动利率债券而言：

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•

“基准”最初指复合SOFR；但如果我们或我们的代表（如下文所定义）在适用的参考时间之前确定与复合SOFR或当前基准相关的基准过渡事件及其相关基准替代日期（如下文所定义）已经发生，则“基准”指适用的基准替代（如下文所定义）。\n

\n\n\n\n\n

•

对于浮动利率票据的基准确定，或对于这些票据在浮动利率期间的固定转浮动利率票据的基准确定，“参考时间”指（1）如果基准是复合SOFR，则为SOFR确定时间（如下文所定义），以及（2）如果基准不是复合SOFR，则为我们或我们的代表在考虑基准替代符合性变更（如下文所定义）后确定的时间。\n

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目录\n

复合SOFR的确定

为了计算当基准利率为复合SOFR时，浮动利率票据在每个利息期间的应付利息，以及当基准利率为复合SOFR时，在浮动利率期间内固定利率转浮动利率票据每个利息期间的应付利息：

“复合SOFR”指的是在某个或某段利息期间内的收益率，该收益率是根据以下公式计算的每日复利投资的收益率，若有必要，将结果百分比四舍五入至百分比点的十万分之一（0.00000005，或0.000005%，向上取整）：

\n\n\n $\"LOGO\"$ \n

其中：

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•

“d₀”，对于任何观察期，指的是相关观察期内美国政府证券业务日的天数；

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•

“i”是一系列从1到d₀的整数，每个整数代表相关观察期内按时间顺序排列的美国政府证券业务日，包括相关观察期的第一个美国政府证券业务日；

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•

“SOFR_i”，对于相关观察期内的任何一天“i”，等于该天“i”的SOFR；

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•

“n_i”指的是从包括美国政府证券业务日“i”在内的日历天数到不包括下一个美国政府证券业务日（“i + 1”）的日历天数；以及

\n\n\n\n\n

•

“d”指的是相关观察期的日历天数。

为避免疑义，复合SOFR的计算应排除0.870%的利差（对于每张浮动利率票据和2030年固定利率转浮动利率票据）或1.255%的利差（对于2037年固定利率转浮动利率票据）。“

以下定义适用于复合SOFR的上述定义：

\n\n\n\n\n

•

“观察期”指的是对于浮动利率票据的每个利息期间，或对于固定利率转浮动利率票据在浮动利率期间内的每个利息期间，相关期间从该利息期间第一个日期前两个美国政府证券业务日的日期开始，包括该日期，到该利息期间应付利息日期前两个美国政府证券业务日的日期为止，不包括该日期。

\n\n\n\n\n

•

“美国政府证券业务日”指的是除周六、周日或证券交易业与金融市场协会建议其成员固定收益部门全天关闭以进行美国政府证券交易的日期以外的任何日期。

“SOFR”指的是对于浮动利率票据的任何利息重置日，或对于固定利率转浮动利率票据在浮动利率期间内的任何利息重置日，根据以下规定确定的利率：

（1）在相关利息重置日发布的有担保隔夜融资利率，该利率在SOFR管理员网站上于下一个美国政府证券业务日的纽约时间下午3:00（“SOFR确定时间”）显示。

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为避免疑义，对于计算浮动利率票据在每个利息期间的应付利息，或固定转浮动利率票据在该票据浮动利率期间每个利息期间的应付利息，如果该期间内的任何一天不是美国政府证券业务日，则该日适用的SOFR将为紧接该日之前的利息重置日的利率。对于这些票据的浮动利率票据的任何利息期间的应付利息，以及这些票据的固定转浮动利率票据在浮动利率期间的任何利息期间的应付利息，将根据该利息期间的应付利息日期前两个美国政府证券业务日的日期进行计算。

尽管有上述规定，如果我们或我们的代表在相关参考时间（根据适用情况）确定，在这些票据存续期间的任何时间，针对复合SOFR或当时现行基准利率发生了基准转换事件及其相关基准替代日期（如下所述定义），那么以下标题为“基准转换事件的影响”的条款（我们称之为基准转换条款）将适用于这些票据在浮动利率期间内对浮动利率票据或固定转浮动利率票据的利率确定，视情况而定。

根据基准转换条款，一旦发生基准转换事件及其相关基准替代日期，这些票据在浮动利率期间内对浮动利率票据或固定转浮动利率票据的利率将为年利率，等于以下基准替代（如下所述）与0.870%年利率（针对每种浮动利率票据和2030年固定转浮动利率票据）或1.255%年利率（针对2037年固定转浮动利率票据）的总和。

纽约梅隆银行，或我们指定的任何其他公司，将作为浮动利率票据的计算代理。在固定转浮动利率票据的浮动利率期间开始前，我们将任命一名计算代理。此外，我们或我们的关联公司可能承担浮动利率票据或固定转浮动利率票据的计算代理职责。

对于这些票据的每个利息期间的浮动利率票据，以及在这些票据的浮动利率期间的每个利息期间的固定转浮动利率票据，应付利息金额将通过将适用票据的未偿本金金额乘以（a）该利息期间的利率与（b）该利息期间实际日历天数除以360的商的乘积来计算。

如果浮动利率票据或固定利率转浮动利率票据的到期日恰逢非营业日，针对这些票据的本金和利息支付将在下一个营业日支付，且具有与在该到期日支付相同的效力，并且从该到期日开始，该支付不会产生利息。如果浮动利率票据的任何利息支付日，或在这些票据的浮动利率期间内固定利率转浮动利率票据的任何利息支付日，原本会落在非营业日，则该利息支付日将推迟至下一个营业日，且利息将计算至（但不包括）实际支付利息的日期。然而，如果推迟任何此类利息支付日（除到期日外）会导致该日落在下一个月，则该利息支付日将提前至紧接的前一个营业日。

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\n与在该到期日支付具有相同的效力，且从该到期日之后，该支付不会产生利息。如果任何浮动利率票据的利息支付日，或在这些票据的浮动利率期间内固定利率转浮动利率票据的任何利息支付日，原本会落在非营业日，则该利息支付日将推迟至下一个营业日，且利息将计算至（但不包括）实际支付利息的日期。然而，如果推迟任何此类利息支付日（除到期日外）会导致该日落在下一个月，则该利息支付日将提前至紧接的前一个营业日。

浮动利率票据的利率，以及在这些票据的浮动利率期间内固定利率转浮动利率票据的利率，无论如何都不会高于适用法律允许的最高利率。此外，当计算任何与浮动利率票据或在这些票据的浮动利率期间内固定利率转浮动利率票据相关的利息期间的复合SOFR时，如果该利息期间内某一天的SOFR为负数，则该天的利息金额可能小于零；但无论如何，对于任何利息期间内浮动利率票据的利息金额，或在这些票据的浮动利率期间内固定利率转浮动利率票据的任何利息期间的利息金额，都不会小于零。

计算代理将在任何浮动利率票据持有人或在这些票据的浮动利率期间内任何固定利率转浮动利率票据持有人提出请求时，提供当时有效的利率。在不存在明显错误的情况下，计算代理的所有计算结果对于所有目的均具有最终效力，并对我们、受托人以及浮动利率票据和固定利率转浮动利率票据的持有人具有约束力。

基准转换事件的影响

基准替代。如果我们或我们的指定方确定，在任何日期针对适用基准的任何确定，浮动利率票据或固定利率转浮动利率票据的参考时间之前或之时发生了基准转换事件及其相关基准替代日期，则基准替代将取代当时有效的基准，用于所有与浮动利率票据或固定利率转浮动利率票据在这些票据的浮动利率期间内的相关目的，针对该日期的该确定以及所有后续日期的确定。

基准替代符合性更改。在实施基准替代的过程中，我们将有权不时作出基准替代符合性更改。

某些定义条款。如本文所用：

“基准替代”是指相对于当前基准的插值基准，加上该基准的基准替代调整；但若当前基准不是期限利率，或我们或我们的代表在基准替代日期无法确定插值基准，则“基准替代”是指下列顺序中我们或我们的代表在基准替代日期可以确定的第一个替代方案：

(1) 包括：(a) 由相关政府机构选定或推荐的适用于适用对应期限的当前基准的替代利率，以及 (b) 基准替代调整；

(2) 包括：(a) ISDA 倒退利率，以及 (b) 基准替代调整；

(3) 包括：(a) 我们选定的适用于适用对应期限的当前基准的替代利率，并充分考虑任何行业接受的利率，

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“基准替代合规变更”是指针对任何基准替代，我们决定可能适当的任何技术、行政或操作变更（包括对“利息期”、“观察期”和“利息重置日”定义的更改，针对每个适用利息期确定利率和支付利息的时间和频率，金额或期限的四舍五入，以及其他行政事项），以在与市场惯例基本一致的方式反映该基准替代的采用（或者，如果我们决定采用任何市场惯例的某部分在行政上不可行，或我们确定不存在使用该基准替代的市场惯例，则以我们认为合理必要的其他方式）。

“基准替代日期”是指与当前基准相关的下列事件中最早发生的日期：

(1) 在“基准转换事件”定义的第(1)项或第(2)项的情况下，以(a)该基准公开声明或引用信息发布的日期和(b)该基准管理员永久或无限期停止提供该基准的日期中较晚者；或

(2) 在“基准转换事件”定义的第(3)项的情况下，该基准相关公开声明或信息发布的日期。

为避免疑义，如果导致基准替代日期的事件发生在任何确定的参考时间之前同一天，则基准替代日期将被视为在该确定的参考时间之前发生。

“基准转换事件”是指与当前基准有关的以下事件之一的发生：

(1) 基准管理员或代表其作出的公开声明或信息发布的公告，宣布该管理员已永久或无限期停止提供该基准，前提是该声明或发布时，没有继任管理员将继续提供该基准；

(2) 基准管理员的监管监督机构、基准货币的中央银行、对基准管理员有管辖权的破产官员、对基准管理员有管辖权的解决机构，或对基准管理员有类似破产或解决管辖权的法院或实体发布的公开声明或信息，声明基准管理员已永久或无限期停止提供基准，前提是该声明或发布时，没有继任管理员将继续提供基准；或

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我们明确授权根据票据条款作出某些决定、决策和选择，包括在基准利率过渡条款下作出的决定。此外，我们有权指定一名代表（可能是我们的关联公司之一）作出某些决定、决策和选择，包括\n任何关于基准利率过渡事件及其相关基准替代值是否发生的决定，以及相关基准替代值和基准替代调整的决定。\n任何\n

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\ndetermination, decision or election that may be made by us or by our designee (including by any affiliate acting as our designee) under the terms of the notes, including any determination with\nrespect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

\n\n\n\n\n

•

will be conclusive and binding absent manifest error;

\n\n\n\n\n

•

if made by us, will be made in our sole discretion;

\n\n\n\n\n

•

if made by our designee, will be made after consultation with us, and the designee will not make any such determination, decision or election to which we reasonably object; and

\n\n\n\n\n

•

notwithstanding anything to the contrary in the senior indenture or the notes, shall become effective without consent from the holders of those notes or any other party.

If we appoint a designee to make any determination, decision or election under the\nterms of the notes and that designee fails to make any required determination, decision or election, then we will make that determination, decision or election on the same basis as described above.

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CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX

CONSEQUENCES TO NON-UNITED STATES PERSONS

The following is a summary of certain United States federal income and estate tax\nconsequences as of the date of this prospectus supplement regarding the purchase, ownership and disposition of the notes. Except where noted, this summary deals only with notes that are held as capital assets by a\nnon-United States holder who purchases the notes upon original issuance at their initial offering price.

A “non-United States holder” means a beneficial owner of the notes (other than a partnership) that is not any of the following for United States\nfederal income tax purposes:

• an individual citizen or\nresident of the United States;

• a corporation or other\nentity taxable as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust (1) if a court within the United States is\nable to exercise primary supervision over its administration and one or more United States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), have the\nauthority to control all of its substantial decisions, or (2) that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

If a partnership holds our notes, the tax treatment of a partner will generally depend\nupon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisors.

This summary is based upon provisions of the Internal Revenue Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities\nmay be changed, perhaps retroactively, so as to result in United States federal tax consequences different from those summarized below. This summary does not represent a detailed description of the United States federal tax consequences to you in\nlight of your particular circumstances. In addition, it does not represent a detailed description of the United States federal tax consequences applicable to you if you are subject to special treatment under the United States federal tax laws\n(including if you are a United States expatriate, partnership or other pass-through entity, “controlled foreign corporation” or “passive foreign investment company”). We cannot assure you that a change in law will not alter\nsignificantly the tax considerations that we describe in this summary.

We believe,\nand the following discussion assumes, that the notes will be treated as “variable rate debt instruments” for United States federal income tax purposes.

If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular United States federal tax consequences to\nyou of the ownership of the notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

United States Federal Withholding Tax

Subject to the discussion of backup withholding and FATCA below, United States federal withholding tax will not apply to any payment of interest on the notes\nunder the “portfolio interest rule,” provided that:

• interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;

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• you do not actually or constructively own 10% or more of the total combined\nvoting power of all classes of our voting stock within the meaning of the Internal Revenue Code and United States Treasury regulations;

• you are not a controlled foreign corporation that is related to us through stock ownership;

• you are not a bank whose receipt of interest on the notes\nis described in Section 881(c) (3) (A) of the Internal Revenue Code; and

• either (a) you provide your name and address on an applicable IRS Form W-8, and\ncertify, under penalties of perjury, that you are not a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code or (b) you hold the notes through certain foreign intermediaries and satisfy the\ncertification requirements of applicable United States Treasury regulations.

Special certification rules apply to certain non-United States holders that are pass-through entities rather than\ncorporations or individuals.

If you cannot satisfy the requirements described\nabove, payments of interest made to you will be subject to a 30% United States federal withholding tax, unless you provide the applicable withholding agent with a properly executed:

• IRS Form W-8BEN or\nForm W-8BEN-E (or other applicable form) claiming an exemption from, or reduction in, withholding under the benefit of an applicable tax treaty; or

• IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not\nsubject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “—United States Federal Income Tax”).

The 30% United States federal withholding tax generally will not apply to any payment of\nprincipal or gain that you realize on the sale, exchange, retirement or other disposition of the notes.

United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that trade or business\nand, if required by an applicable income tax treaty, is attributable to a United States permanent establishment, then you will be subject to United States federal income tax on that interest on a net income basis (although you will be exempt from\nthe 30% United States federal withholding tax, provided certain certification and disclosure requirements discussed above under “—United States Federal Withholding Tax” are satisfied), in the same manner as if you were a United\nStates person, as defined in Section 7701(a) (30) of the Internal Revenue Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your effectively\nconnected earnings and profits, subject to adjustments.

Subject to the discussion\nof backup withholding below, any gain realized on the disposition of a note generally will not be subject to United States federal income tax unless:

• the gain is effectively connected with your conduct of a trade or business in the United States and, if required by an applicable\nincome tax treaty, is attributable to a United States permanent establishment, in which case such gain will generally be subject to United States federal income tax (and possibly branch profits tax) in the same manner as effectively connected\ninterest as described above; or

• you are an individual\nwho is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met, in which case, unless an applicable income tax treaty provides otherwise, you will generally be subject to a 30%\nUnited States federal income tax on any gain recognized, which may be offset by certain United States source losses.

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United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on notes\nbeneficially owned by you at the time of your death, provided that any payment to you of interest on the notes would be eligible for exemption from the 30% United States federal withholding tax under the “portfolio interest rule”\ndescribed above under “—United States Federal Withholding Tax” without regard to the statement requirement in the fifth bullet point of that section.

Information Reporting and Backup Withholding

Information reporting will generally apply to payments of interest and the amount of tax, if any, withheld with respect to such payments to you. Copies of the\ninformation returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

In general, no backup withholding will be required regarding payments that we make to\nyou provided that the applicable withholding agent does not have actual knowledge or reason to know that you are a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code, and such withholding agent has\nreceived from you the statement described above in the fifth bullet point under “—United States Federal Withholding Tax.”

Information reporting and, depending on the circumstances, backup withholding will be required regarding the proceeds of the sale of a note made within the\nUnited States or conducted through certain United States related financial intermediaries, unless the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as defined\nin Section 7701(a) (30) of the Internal Revenue Code, or you otherwise establish an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your\nUnited States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Internal Revenue Code (such Sections commonly referred to as “FATCA”), a 30% United States federal\nwithholding tax may apply to any interest income paid on the notes to (i) a “foreign financial institution” (as specifically defined in the Internal Revenue Code) which does not provide sufficient documentation, typically on IRS Form\nW-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which\navoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Internal Revenue Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from\nFATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If an interest payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under\n“—United States Federal Withholding Tax,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisors regarding these rules and whether they may be\nrelevant to your ownership and disposition of the notes.

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CERTAIN ERISA MATTERS

The following is a summary of certain considerations associated with the purchase of\nthe notes by (i) an “employee benefit plan” (as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the fiduciary responsibility or\nprohibited transaction provisions of Title I of ERISA; (ii) a “plan” (as defined in Section 4975(e)(1) of the Internal Revenue Code) that is subject to the prohibited transaction provisions of Section 4975 of the Internal\nRevenue Code; (iii) a plan, account or other arrangement that is subject to provisions under other federal, state, local, non-U.S. or other laws or regulations that are similar to any such provisions of Title I of ERISA or Section 4975 of\nthe Internal Revenue Code (“Similar Laws”); and (iv) an entity whose underlying assets are considered to include “plan assets” of any of the foregoing described in clauses (i), (ii) and (iii) above, pursuant to ERISA or\notherwise (each of the foregoing described in clauses (i), (ii), (iii) and (iv) being referred to as a “Plan”).

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit Plans subject to such provisions, which we call Covered Plans, from engaging in\ncertain transactions involving “plan assets” with persons that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to the Covered Plans. A violation of\nthese “prohibited transaction” rules may result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Internal Revenue Code for those persons unless exemptive relief is available under an applicable class,\nindividual, statutory or administrative exemption.

Prohibited transactions within\nthe meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code could arise if a note was acquired by a Covered Plan with respect to which we or any of our affiliates are a party in interest or a disqualified person. For example, if\nwe are a party in interest or disqualified person with respect to an investing Covered Plan (either directly or by reason of our ownership of our subsidiaries), an extension of credit prohibited by Section 406(a)(1)(B) of ERISA and Section\n4975(c)(1)(B) of the Internal Revenue Code between the investing Covered Plan and us may be deemed to occur, unless exemptive relief were available under an applicable exemption. In this regard, the United States Department of Labor has issued\nprohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase, holding or disposition of a note. Those class exemptions include:

\n\n\n\n\n

•

PTCE 96-23—for certain transactions determined by in-house asset managers;

\n\n\n\n\n

•

PTCE 95-60—for certain transactions involving insurance company general accounts;

\n\n\n\n\n

•

PTCE 91-38—for certain transactions involving bank collective investment funds;

\n\n\n\n\n

•

PTCE 90-1—for certain transactions involving insurance company separate accounts; and

\n\n\n\n\n

•

PTCE 84-14—for certain transactions determined by independent qualified professional asset managers.

In addition, ERISA Section 408(b)(17) and Internal Revenue Code Section 4975(d)(20) provide a limited exemption for the purchase and sale of securities and\nrelated lending transactions, provided that neither the issuer of the securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Covered Plan\ninvolved in the transaction and provided further that the Covered Plan pays no more than adequate consideration in connection with the transaction (the so-called “service provider exemption”).

Each of the above-noted exemptions contains conditions and limitations on its\napplication. Fiduciaries of Covered Plans that are considering acquiring and/or holding any note in reliance on these or any other exemption should carefully review the exemption to ensure that it is applicable. No assurance can be made that all of\nthe conditions of any such exemptions will be satisfied.

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Plans that are, or whose assets constitute the assets of, “governmental plans” (as defined in\nSection 3(32) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA) and certain “church plans” (as defined in Section 3(33) of ERISA or Section 4975(g)(3) of the Code), may not be subject to the requirements of ERISA or\nSection 4975 of the Internal Revenue Code, but may nevertheless be subject to Similar Laws. Any person considering an investment in the notes with the asset of any such Plan should consult with its advisors to consider the need for, and if necessary\nthe availability of, exemptive relief under, applicable Similar Laws.

Representations

Because of the foregoing, the notes may not be purchased or held by any Plan, or any person investing the assets of any Plan, unless its purchase and holding\nof the note will not constitute or result in a non-exempt prohibited transaction under ERISA or the Internal Revenue Code or similar violation of any applicable Similar Laws. Each purchaser or holder of a note or any interest in the note will be\ndeemed to have represented by its purchase and holding of the note that either:

\n\n\n\n\n

•

it is not a Plan and is not purchasing the note or any interest in the note on behalf of or with the assets of any Plan; or

\n\n\n\n\n

•

its purchase and holding of the note or any interest in the note will not constitute or result in a non-exempt prohibited transaction under ERISA or the Internal Revenue Code or a similar violation of any applicable\nSimilar Laws.

In addition, each Plan will be deemed to have\nacknowledged and represented (which acknowledgement and representation shall be deemed repeated and reaffirmed on each day the Plan holds any interest in the notes) that: (i) neither we or any of our affiliates (collectively, the\n“Relevant Parties”) have been relied upon for any advice with respect to the Plan’s decision to purchase or hold any notes and none of the Relevant Parties shall at any time be relied upon by the Plan as the Plan’s fiduciary\nwith respect to the Plan’s investment in the notes (unless such Relevant Party intends to satisfy, and will in fact satisfy, all of the conditions of an applicable statutory or administrative exemption such that the Plan’s acquisition\nand holding of the notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code (or a violation of Similar Laws)); (ii) the Plan is aware of and acknowledges that\n(a) none of the Relevant Parties are undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the Plan’s investment in the notes, except as described in the parenthetical in subsection (i),\n(b) the Relevant Parties have a financial interest in the Plan’s investment in the notes and (c) any compensation received by a Relevant Party does not constitute fees rendered for the provision of investment advice to the Plan; and\n(iii) the Plan’s decision to invest in the notes has been made at the recommendation or direction of an independent fiduciary who (a) is independent of the Relevant Parties; (b) is capable of evaluating investment risks\nindependently, both in general and with respect to particular transactions and investment strategies; and (c) is a fiduciary (under ERISA, Section 4975 of the Internal Revenue Code or Similar Laws, as applicable) with respect to the\nPlan’s investment in the notes and any related transactions, and is responsible for exercising independent judgment in evaluating the Plan’s investment in the notes and any related transactions.

Due to the complexity of these rules and the penalties that may be imposed upon persons\ninvolved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring or holding the notes or any interest therein on behalf of, or with the assets of, any Plan, consult with their\ncounsel regarding the potential applicability of ERISA, Section 4975 of the Internal Revenue Code and any Similar Laws to such investment, and whether an exemption therefrom would be applicable to the acquisition and holding of the notes. The sale\nof any notes to a Plan is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan or that\nsuch investment is appropriate for Plans generally or any particular Plan.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement\nrelating to the offer and sale of the notes. In the underwriting agreement, we have agreed to sell to each underwriter severally, and each underwriter has agreed severally to purchase from us, the principal amount of notes that appears opposite the\nname of that underwriter below:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Underwriter	Principal amount of the floating rate notes		Principal amount of the 2030 fixed-to-floating rate notes			Principal amount of the 2037 fixed-to-floating rate notes
J.P. Morgan Securities LLC	$	297,640,000		$	2,466,160,000		$	3,189,000,000
CaixaBank, S.A.		1,645,000			13,630,000			17,625,000
Citizens JMP Securities, LLC		1,645,000			13,630,000			17,625,000
Commonwealth Bank of Australia		1,645,000			13,630,000			17,625,000
Desjardins Securities Inc.		1,645,000			13,630,000			17,625,000
Fifth Third Securities, Inc.		1,645,000			13,630,000			17,625,000
Goodbody Stockbrokers UC		1,645,000			13,630,000			17,625,000
ING Financial Markets LLC		1,645,000			13,630,000			17,625,000
Lloyds Securities Inc.		1,645,000			13,630,000			17,625,000
nabSecurities, LLC		1,645,000			13,630,000			17,625,000
National Bank of Canada Financial Inc.		1,645,000			13,630,000			17,625,000
Natixis Securities Americas LLC		1,645,000			13,630,000			17,625,000
Nykredit Bank A/S		1,645,000			13,630,000			17,625,000
PNC Capital Markets LLC		1,645,000			13,630,000			17,625,000
Rabo Securities USA, Inc.		1,645,000			13,630,000			17,625,000
Scotia Capital (USA) Inc.		1,645,000			13,630,000			17,625,000
TD Securities (USA) LLC		1,645,000			13,630,000			17,625,000
UniCredit Capital Markets LLC		1,645,000			13,630,000			17,625,000
Westpac Capital Markets LLC		1,645,000			13,630,000			17,625,000
Academy Securities, Inc.		1,421,000			11,782,000			15,234,000
American Veterans Group, PBC		1,421,000			11,782,000			15,234,000
Apto Partners, LLC		1,422,000			11,782,000			15,234,000
Blaylock Van, LLC		1,422,000			11,782,000			15,234,000
C.L. King & Associates, Inc.		1,422,000			11,781,000			15,235,000
Cabrera Capital Markets LLC		1,422,000			11,781,000			15,235,000
CastleOak Securities, L.P.		1,422,000			11,781,000			15,235,000
Drexel Hamilton, LLC		1,422,000			11,781,000			15,235,000
Falcon Square Capital LLC		1,422,000			11,781,000			15,235,000
Loop Capital Markets LLC		1,422,000			11,781,000			15,235,000
R. Seelaus & Co., LLC		1,422,000			11,781,000			15,234,000
Samuel A. Ramirez & Company, Inc.		1,422,000			11,781,000			15,234,000
Siebert Williams Shank & Co., LLC		1,422,000			11,781,000			15,234,000
Stern Brothers & Co.		1,422,000			11,781,000			15,234,000
Telsey Advisory Group LLC		1,422,000			11,781,000			15,234,000
Tigress Financial Partners, LLC		1,422,000			11,781,000			15,234,000

Total	$	350,000,000		$	2,900,000,000		$	3,750,000,000

S-22

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase\nthe notes from us, are several and not joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting agreement. The underwriters have agreed to purchase all of the notes if any of them are purchased.

The underwriters have advised us that they propose to offer the notes to the public at\nthe public offering price that appears on the cover page of this prospectus supplement. After the initial public offering, the underwriters may change the public offering price and any other selling terms.

In the underwriting agreement, we have agreed that:

• we will pay our expenses related to this offering, which we\nestimate will be $100,000; and

• we will indemnify the\nunderwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail\ninvestor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID\nII”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of\nMiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the\n“PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail\ninvestor in the EEA may be unlawful under the PRIIPs Regulation.

The notes are not\nintended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“U.K.”). For these purposes, a retail investor means a person who is\none (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the\nmeaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional\nclient, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic\nlaw by virtue of the EUWA (the “U.K. Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “U.K. PRIIPs\nRegulation”) for offering or selling the notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the\nU.K. may be unlawful under the U.K. PRIIPs Regulation.

The notes may be sold only\nto purchasers in Canada purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are\npermitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not\nsubject to, the prospectus requirements of applicable Canadian securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus\nsupplement and the attached prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the

S-23

\npurchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities\nlegislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the\ndisclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

There is currently no public trading market for the notes. In addition, we have not applied and do not intend to apply to list the notes on any securities\nexchange or to have the notes quoted on a quotation system. Certain of the underwriters have advised us that they intend to make a market in the notes. However, they are not obligated to do so and may discontinue any market-making in the notes at\nany time in their sole discretion. Therefore, we cannot assure you that a liquid trading market for the notes will develop, that you will be able to sell your notes at a particular time or that the price you receive when you sell your notes will be\nfavorable.

Our affiliates, including J.P. Morgan Securities LLC, may use this\nprospectus supplement and the attached prospectus in connection with offers and sales of the notes in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related\nto market prices at the time of sale.

In connection with this offering of the\nnotes, the underwriters may engage in overallotment, stabilizing transactions and syndicate covering transactions in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment involves sales in excess of the offering size,\nwhich create a short position for the underwriters. Stabilizing transactions involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve\npurchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing

transactions and\nsyndicate covering transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at\nany time.

Certain of the underwriters are not U.S. registered broker-dealers, and\nwill 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.

Certain of the underwriters engage in transactions with and perform services for us and\nour subsidiaries in the ordinary course of business.

The underwriting agreement\nprovides that the closing will occur on October 20, 2026, which is five business days after the date of this prospectus supplement. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary\nmarket settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the\nnotes will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should also consult their own advisors in this regard.

Conflicts of Interest

We own directly or indirectly all the outstanding equity securities of J.P. Morgan\nSecurities LLC. The underwriting arrangements for this offering comply with the requirements of Rule 5121 of the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding a FINRA member firm’s\nunderwriting of securities of an affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC may not make sales in this offering to any discretionary account without the prior approval of the customer.

S-24

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and management’s assessment of the effectiveness of\ninternal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on\nForm 10-K of JPMorgan Chase & Co. for the year ended December 31, 2025 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public\naccounting firm, given on the authority of said firm as experts in auditing and accounting.

With respect to the unaudited financial information of JPMorgan Chase & Co. for the three-month periods ended March 31, 2026 and 2025 and for the\nthree-month and six-month periods ended June 30, 2026 and 2025 incorporated by reference in this prospectus supplement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a\nreview of such information. However, their separate reports dated May 1, 2026 and August 6, 2026, incorporated by reference in this prospectus supplement, state that they did not audit and they do not express an opinion on that unaudited financial\ninformation. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of\nSection 11 of the Securities Act of 1933 for their reports on the unaudited financial information because those reports are not a “report” or a “part” of the registration statement prepared or certified by\nPricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

LEGAL OPINIONS

Simpson Thacher & Bartlett LLP, New York, New York, will deliver an opinion for us regarding the validity of the notes. Cravath,\nSwaine & Moore LLP, New York, New York, will provide a similar opinion for the underwriters. Cravath, Swaine & Moore LLP has represented and continues to represent us and our subsidiaries in a substantial number of matters on a\nregular basis.

S-25

Prospectus

\n\n\n $\"LOGO\"$ \n

$150,000,000,000

Debt Securities

Preferred Stock

Depositary Shares

Common\nStock

Warrants

Units

JPMorgan Chase & Co., which we refer to as “JPMorganChase,” “we” or “us,” may offer up to\n$150,000,000,000, or the equivalent thereof in any other currency, of these securities from time to time, in amounts, on terms and at prices that will be determined at the time they are offered for sale. These terms and prices will be described in\nmore detail in one or more supplements to this prospectus, which will be distributed at the time the securities are offered. Our common stock is listed on the New York Stock Exchange under the symbol “JPM.” The other securities that we\nmay offer from time to time under this prospectus may be listed on the New York Stock Exchange or another national securities exchange, as specified in the applicable prospectus supplement.

You should read this prospectus and any supplement carefully before you invest. See the section entitled “Risk Factors”\nin our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q, and any risk factors described in an applicable prospectus supplement, for a discussion of risks you should consider in\nconnection with an investment in any of the securities offered under this prospectus.

This prospectus may not be used to sell any of the securities unless it is accompanied by a prospectus supplement.

The securities may be sold to or through underwriters, through dealers or agents, directly to purchasers or through a combination of these\nmethods. If an offering of securities involves any underwriters, dealers or agents, then the applicable prospectus supplement will name the underwriters, dealers or agents and will provide information regarding any fee, commission or discount\narrangements made with those underwriters, dealers or agents.

These securities are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any\nother governmental agency.

These securities have not been approved by the Securities and Exchange Commission or any state securities commission, nor have these\norganizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated April 10, 2025

TABLE OF CONTENTS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Summary			3
Where You Can Find More Information About JPMorganChase			7
Important Factors that may Affect Future Results			8
Use of Proceeds			10
Description of Debt Securities			11
Description of Preferred Stock			21

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Description of Depositary Shares			32
Description of Common Stock			33
Description of Warrants			34
Description of Units			35
Book-Entry Issuance			36
Plan of Distribution			40
Independent Registered Public Accounting Firm			41
Legal Opinions			41

SUMMARY

This summary highlights selected information from this document and may not contain all of the information that is important to you. To\nunderstand the terms of our securities, you should carefully read:

\n\n\n\n\n

•

this prospectus, which explains the general terms of the securities we may offer;

\n\n\n\n\n

•

the attached prospectus supplement, which gives the specific terms of the particular securities we are offering\nand may change or update information in this prospectus; and

\n\n\n\n\n

•

the documents we have referred you to in “Where You Can Find More Information About JPMorganChase” on\npage 7 for information about our company and our financial statements.

Certain capitalized terms used in this summary\nare defined elsewhere in this prospectus.

JPMorgan Chase & Co.

JPMorganChase is a leading financial services firm based in the United States, with operations worldwide. JPMorganChase is a leader in\ninvestment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, JPMorganChase serves millions of customers, predominantly\nin the United States, and many of the world’s most prominent corporate, institutional and government clients globally.

JPMorganChase is a financial holding company and was incorporated under Delaware law on October 28, 1968. JPMorganChase’s principal bank\nsubsidiary is JPMorgan Chase Bank, N.A., a national banking association with U.S. branches in 48 states and Washington, D.C. JPMorganChase’s principal non-bank subsidiary is J.P. Morgan Securities LLC, a U.S. broker-dealer.\nJPMorganChase’s principal operating subsidiaries outside the United States are J.P. Morgan Securities plc and J.P. Morgan SE, which are subsidiaries of JPMorgan Chase Bank, N.A. and are based in the United Kingdom and Germany, respectively.\n

To find out how to obtain more information about us, see “Where You Can Find More Information About JPMorganChase.”

Our principal executive offices are located at 383 Madison Avenue, New York, New York 10179 and our telephone number is (212) 270-6000.

The Securities We May Offer

This prospectus is part of a registration statement (the “registration statement”) that we filed with the Securities and Exchange\nCommission (“SEC”) utilizing a “shelf” registration process. Under this shelf process, we may offer from time to time up to $150,000,000,000, or the equivalent thereof in any other currency, of any of the following\nsecurities:

\n\n\n\n\n

•

debt;

\n\n\n\n\n

•

preferred stock;

\n\n\n\n\n

•

depositary shares;

\n\n\n\n\n

•

common stock;

\n\n\n\n\n

•

warrants; and

\n\n\n\n\n

•

units.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide a\nprospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add to, update or change information contained in this prospectus. References to this prospectus or\nthe prospectus supplement also means the information contained in other documents we have filed with the SEC and have referred you to in this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely on the\nprospectus supplement. You should read this prospectus, the applicable prospectus supplement and the additional information that we refer you to, as discussed under “Where You Can Find More Information About JPMorganChase.”

Debt Securities

We may use this prospectus and an applicable prospectus supplement to offer our unsecured general debt obligations, which may be senior or\nsubordinated. The senior debt securities will have the same rank as all of our other unsecured, unsubordinated debt. The subordinated debt securities will be entitled to payment only after payment on our “Senior Indebtedness,” which\nincludes the senior debt securities. For the definition of Senior Indebtedness, see “Description of Debt Securities—Subordinated Debt Securities—Subordination” beginning on page 16 below.

The senior debt securities will be issued under the indenture, dated as of October 21, 2010, as amended by the first\nsupplemental indenture, dated as of January 13, 2017, between us and Deutsche Bank Trust Company Americas, as trustee. We refer to that indenture, as so amended, as the “senior indenture.” The subordinated debt securities will be issued\nunder the subordinated indenture, dated as of March 14, 2014, as amended by the first supplemental indenture, dated as of January 13, 2017, between us and U.S. Bank Trust National Association, as trustee. We refer to that indenture, as so amended,\nas the “subordinated indenture” and, together with the senior indenture, the “indentures” and each an “indenture.” We have summarized below certain general features of the debt securities from the indentures. We\nencourage you to read the indentures, which are exhibits to the registration statement.

General Indenture Provisions that Apply to the Senior Debt\nSecurities and the Subordinated Debt Securities

\n\n\n\n\n

•

Each indenture allows us to issue different types of debt securities, including indexed securities.\n

\n\n\n\n\n

•

Neither of the indentures limits the amount of debt securities that we may issue or provides you with any\nprotection should there be a highly leveraged transaction, recapitalization or restructuring involving JPMorganChase.

\n\n\n\n\n

•

The indentures allow us to consolidate or merge with another entity, or to convey, transfer or lease all or\nsubstantially all of our assets to another entity. If one of these events occurs and we are not the successor in the transaction, the successor will be required to assume our responsibilities relating to the debt securities and the indentures.\n

\n\n\n\n\n

•

The indentures provide that holders of a majority of the total principal amount of outstanding debt securities of\nany series may vote to change certain of our obligations or certain of your rights concerning the debt securities of that series. However, to change the amount or timing of principal, interest or other payments under the debt securities of a series,\nevery holder in the series affected by the change must consent.

\n\n\n\n\n

•

If an event of default (as described below) occurs with respect to any series of debt securities, the trustee or\nholders of 25% of the outstanding principal amount of that series may declare the principal amount of the series immediately payable. However, holders of a majority of the principal amount may rescind this action.

General Indenture Provisions that Apply Only to Senior Debt Securities

We have agreed in the senior indenture that we and our subsidiaries will not sell, assign, transfer, grant a security interest in or otherwise\ndispose of the voting stock of JPMorgan Chase Bank, N.A., which we refer to as the “Bank”, and that the Bank will not issue its voting stock, unless the sale or issuance is for fair market value and we and our subsidiaries would own at\nleast 80% of the voting stock of the Bank following the sale or issuance. This covenant would not prevent us from completing a merger, consolidation or sale of substantially all of our assets. In addition, this covenant would not prevent the merger\nor consolidation of the Bank into another domestic bank if JPMorganChase and its subsidiaries would own at least 80% of the voting stock of the successor entity after the merger or consolidation.

If we satisfy certain conditions in the senior indenture, we may discharge that indenture at\nany time by depositing with the trustee sufficient funds or government obligations to pay the senior debt securities when due.

Events\nof Default. The senior indenture provides that the following are events of default with respect to any series of senior debt securities:

\n\n\n\n\n

•

default in the payment of principal of (or premium, if any, on) any senior debt securities of that series and\ncontinuance of that default for 30 days;

\n\n\n\n\n

•

default in the payment of interest on any senior debt securities of that series and continuance of that default\nfor 30 days;

\n\n\n\n\n

•

specified events of bankruptcy, insolvency or reorganization of JPMorganChase; and

\n\n\n\n\n

•

any other event of default specified with respect to senior debt securities of that series.\n

General Indenture Provisions that Apply Only to Subordinated Debt Securities

The subordinated debt securities will be subordinated to all “Senior Indebtedness,” which includes all of our indebtedness for\nmoney borrowed, except indebtedness that is stated not to be senior to, or that is stated to have the same rank as, the subordinated debt securities or other securities having the same rank as or that are subordinated to the subordinated debt\nsecurities.

Events of Default. The subordinated indenture provides that the following are events of default with respect to any\nseries of subordinated debt securities:

\n\n\n\n\n

•

specified events of bankruptcy, reorganization or insolvency of JPMorganChase; and

\n\n\n\n\n

•

any other event specified with respect to subordinated debt securities of that series.

Preferred Stock and Depositary Shares

We\nmay use this prospectus and an applicable prospectus supplement to offer our preferred stock, par value $1 per share, in one or more series. We will determine the dividend, voting, conversion and other rights of the series being offered, and the\nterms and conditions relating to the offering and sale of the series, at the time of the offer and sale. We may also issue preferred stock that will be represented by depositary shares.

Common Stock

We may use this prospectus\nand an applicable prospectus supplement to offer our common stock, par value $1 per share. Subject to the rights of holders of our preferred stock, holders of our common stock are entitled to receive dividends when declared by our board of directors\n(which may also refer to a board committee). Each holder of common stock is entitled to one vote per share. The holders of common stock have no preemptive rights or cumulative voting rights.

Warrants

We may use this prospectus and\nan applicable prospectus supplement to offer warrants for the purchase of debt securities, preferred stock or common stock, which we refer to as “warrants.” We may issue warrants independently or together with other securities.

Units

We may use this prospectus and an\napplicable prospectus supplement to offer any combination of debt securities, preferred stock, depositary shares, common stock and warrants issued by us, debt obligations or other

\nsecurities of an entity affiliated or not affiliated with us or other property together as units. In the applicable prospectus supplement, we will describe the particular combination of debt\nsecurities, preferred stock, depositary shares, common stock and warrants issued by us, or debt obligations or other securities of an entity affiliated or not affiliated with us or other property constituting any units, and any other specific terms\nof the units.

JPMorganChase is a Holding Company

We are a holding company that holds the stock of the Bank and an intermediate holding company, JPMorgan Chase Holdings LLC, which we refer to\nas the “IHC”. We conduct substantially all of our operations through subsidiaries, including the Bank and the IHC. As a result, claims of the holders of our securities will generally have a junior position to claims of creditors of our\nsubsidiaries. Claims of our subsidiaries’ creditors other than JPMorganChase include substantial amounts of deposit liabilities, long-term debt and other liabilities. In addition, we are obligated to contribute to the IHC substantially all the\nnet proceeds that we receive from the issuance of securities (including any securities offered by use of this prospectus), and the ability of the Bank and the IHC to make payments to us is limited. As a result of these arrangements, our ability to\nmake various payments is dependent on our receiving dividends from the Bank and dividends and extensions of credit from the IHC. These limitations could affect our ability to pay interest on our debt securities, pay dividends on our preferred stock\nand common stock, redeem or repurchase outstanding securities, and fulfill our other payment obligations.

Conflicts of Interest\n

We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for\nany offering pursuant to this prospectus will comply with the requirements of Rule 5121 of the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding a FINRA member firm’s underwriting of securities of\nan affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC may not make sales pursuant to this prospectus to any discretionary account without the prior approval of the customer.

WHERE YOU CAN FIND MORE INFORMATION

ABOUT JPMORGANCHASE

We\nfile annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the website maintained by the SEC at http://www.sec.gov. Such documents, reports and information are also\navailable on our website: https://jpmorganchaseco.gcs-web.com/ir/sec-other-filings/overview. Websites that are cited or referred to in this prospectus do not constitute part of this prospectus or any accompanying prospectus supplement.

The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it, which means\nthat we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update\nand supersede this information.

We incorporate by reference (i) the documents listed below and (ii) any future filings we make with the\nSEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and after the date of this prospectus until the termination of each offering under this prospectus is completed, other than, in each case, those documents or\nthe portions of those documents which are furnished and not filed:

(a) Our Annual Report on Form 10-K for the year ended December\n 31, 2024;

(b) Our Current Reports on Form 8-K filed on January\n 14, 2025, January 15, 2025, January\n 23, 2025, January 24, 2025, January 27,\n 2025 and February 4, 2025;

(c) The descriptions of our common stock contained in our Registration Statement filed under Section 12 of the Securities\nExchange Act of 1934 and any amendment or report filed for the purpose of updating that description, and any other Registration Statement on Form 8-A relating to any securities offered by this prospectus.

You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Office of the Secretary

JPMorgan\nChase & Co.

383 Madison Avenue

New York, New York 10179

212-270-6000

You should rely\nonly on the information provided or incorporated by reference in this prospectus, any applicable prospectus supplement or in any related free writing prospectus that we prepare or authorize. We have not authorized anyone to provide you with any\nother information. We are not making an offer of securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement or any document incorporated by reference is\naccurate as of any date other than the date on the front of the applicable document.

IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time, we have made and will make forward-looking statements. These statements can be identified by the fact that they do not\nrelate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,”\n“goal,” “believe,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations. Our disclosures in this prospectus, any\nprospectus supplement and any documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We also may make forward-looking statements in\nour other documents filed or furnished with the SEC. In addition, our senior management may make forward-looking statements orally to investors, analysts, representatives of the media and others.

All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond our control.\nJPMorganChase’s actual future results may differ materially from those set forth in our forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors\nwhich could cause actual results to differ from those in the forward-looking statements:

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local, regional and global business, economic and political conditions and geopolitical events, including\ngeopolitical tensions and hostilities;

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changes in laws, rules and regulatory requirements, including capital and liquidity requirements affecting our\nbusinesses, and our ability to address those requirements;

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heightened regulatory and governmental oversight and scrutiny of our business practices, including dealings with\nretail customers;

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changes in trade, monetary and fiscal policies and laws;

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changes in the level of inflation;

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changes in income tax laws, rules, and regulations;

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changes in FDIC assessments;

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securities and capital markets behavior, including changes in market liquidity and volatility;\n

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changes in investor sentiment or consumer spending or savings behavior;

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our ability to manage effectively our capital and liquidity;

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changes in credit ratings assigned to us or our subsidiaries;

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damage to our reputation;

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our ability to appropriately address social, environmental and sustainability concerns that may arise, including\nfrom our business activities;

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our ability to deal effectively with an economic slowdown or other economic or market disruption, including, but\nnot limited to, in the interest rate environment;

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technology changes instituted by us, our counterparties or competitors;

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the effectiveness of our control agenda;

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our ability to develop or discontinue products and services, and the extent to which products or services\npreviously sold by us require us to incur liabilities or absorb losses not contemplated at their initiation or origination;

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acceptance of our new and existing products and services by the marketplace and our ability to innovate and to\nincrease market share;

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our ability to attract and retain qualified employees;

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our ability to control expenses;

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competitive pressures;

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changes in the credit quality of our clients, customers and counterparties;

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adequacy of our risk management framework, disclosure controls and procedures and internal control over financial\nreporting;

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adverse judicial or regulatory proceedings;

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our ability to determine accurate values of certain assets and liabilities;

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occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious\ndiseases, epidemics or pandemics, an outbreak or escalation of hostilities or other geopolitical instabilities, the effects of climate change or extraordinary events beyond our control, and our ability to deal effectively with disruptions caused by\nthe foregoing;

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our ability to maintain the security of our financial, accounting, technology, data processing and other\noperational systems and facilities;

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our ability to withstand disruptions that may be caused by any failure of our operational systems or those of\nthird parties; and

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our ability to effectively defend ourselves against cyber attacks and other attempts by unauthorized parties to\naccess our or our customers’ information or to disrupt our systems.

Additional factors that may cause future\nresults to differ materially from forward-looking statements can be found in portions of our periodic and current reports filed with the SEC and incorporated by reference in this prospectus. These factors include, for example, those discussed under\nthe caption “Risk Factors” in our most recent annual and quarterly reports, to which reference is hereby made.

Any\nforward-looking statements made by or on behalf of us in this prospectus, any applicable prospectus supplement or in a document incorporated by reference into this prospectus speak only as of the date of this prospectus, the prospectus supplement or\nthe document incorporated by reference, as the case may be. We do not undertake to update any forward-looking statements. You should, however, consult any further disclosures of a forward-looking nature we may make in any subsequent Annual Reports\non Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

USE OF PROCEEDS

Unless otherwise described in the applicable prospectus supplement, we will contribute the net proceeds that we receive from the sale of the\nsecurities offered by use of this prospectus and the applicable prospectus supplement to the IHC, which will use those net proceeds for general corporate purposes. General corporate purposes may include investments in our subsidiaries, payments of\ndividends to us, extensions of credit to us or our subsidiaries or the financing of possible acquisitions or business expansion. Net proceeds may be temporarily invested pending application for their stated purpose. Interest on our debt securities\n(including interest on the debt securities offered by use of this prospectus) and dividends on our equity securities (including dividends on the preferred stock or common stock offered by use of this prospectus), as well as redemptions or\nrepurchases of our outstanding securities, will be made using amounts we receive as dividends or extensions of credit from the IHC or as dividends from the Bank.

DESCRIPTION OF DEBT SECURITIES

General

We have described below some\ngeneral terms that may apply to the debt securities we may offer by use of this prospectus and an applicable prospectus supplement. We will describe the particular terms of any debt securities we offer to you in the prospectus supplement relating to\nthose debt securities.

The debt securities will be either senior debt securities or subordinated debt securities. The senior debt\nsecurities will be issued under the senior indenture, and the subordinated debt securities will be issued under the subordinated indenture. The debt securities and the indentures are governed by the laws of the State of New York.

The following summary is not complete. You should refer to the indentures, copies of which are exhibits to the registration statement.

The indentures do not limit the amount of debt securities that we may issue. Each of the indentures provides that we may issue debt securities\nup to the principal amount we authorize from time to time. The senior debt securities will be unsecured and will have the same rank as all of our other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured and will be\nsubordinated and junior to all Senior Indebtedness as defined below under “— Subordinated Debt Securities — Subordination.”

We are a holding company that holds the stock of the Bank and the IHC. We conduct substantially all of our operations through subsidiaries,\nincluding the Bank and the IHC. As a result, claims of the holders of our securities will generally have a junior position to claims of creditors of our subsidiaries. Claims of our subsidiaries’ creditors other than JPMorganChase include\nsubstantial amounts of deposit liabilities, long-term debt and other liabilities. In addition, we are obligated to contribute to the IHC substantially all the net proceeds that we receive from the issuance of securities (including any securities\noffered by use of this prospectus), and the ability of the Bank and the IHC to make payments to us is limited. As a result of these arrangements, our ability to make various payments is dependent on our receiving dividends from the Bank and\ndividends and extensions of credit from the IHC. These limitations could affect our ability to pay interest on our debt securities, pay dividends on our preferred stock and common stock, redeem or repurchase outstanding securities, and fulfill our\nother payment obligations.

We may issue the debt securities in one or more separate series of senior debt securities and/or subordinated\ndebt securities. We will specify in the prospectus supplement relating to the particular series of debt securities being offered the particular amounts, prices and terms of those debt securities. These terms may include:

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the title and type of the debt securities;

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any limit on the aggregate principal amount or aggregate initial offering price of the debt securities;\n

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the purchase price of the debt securities;

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the dates on which the principal of the debt securities will be payable and the amount payable upon acceleration;\n

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the interest rates of the debt securities, including the interest rates, if any, applicable to overdue payments,\nor the method for determining those rates;

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the interest payment dates for the debt securities;

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the places where payments may be made on the debt securities;

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any mandatory or optional redemption provisions applicable to the debt securities;

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any sinking fund or similar provisions applicable to the debt securities;

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the authorized denominations of the debt securities, if other than $1,000 and integral multiples of $1,000;\n

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if denominated in a currency other than U.S. dollars, the currency or currencies, including composite currencies,\nin which payments on the debt securities will be payable (which currencies may be different for principal, premium and interest payments);

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any conversion or exchange provisions applicable to the debt securities;

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any addition to, deletion from or change in the events of default applicable to the debt securities;\n

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any addition to, deletion from or change in the covenants applicable to the debt securities; and\n

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any other specific terms of the debt securities.

We may issue some of the debt securities as original issue discount debt securities. Original issue discount debt securities will bear no\ninterest or will bear interest at a below-market rate and will be sold at a discount below their stated principal amount. The prospectus supplement will contain any special tax, accounting or other information relating to original issue discount\ndebt securities. If we offer other kinds of debt securities, including debt securities linked to an index or payable in currencies other than U.S. dollars, the prospectus supplement relating to those debt securities will also contain any special\ntax, accounting or other information relating to those debt securities.

We will issue the debt securities only in registered form without\ncoupons. The indentures permit us to issue debt securities of a series in certificated form or in permanent global form. You will not be required to pay a service charge for any transfer or exchange of debt securities, but we may require payment of\nany taxes or other governmental charges.

We will pay principal of, and premium, if any, and interest, if any, on the debt securities at\nthe corporate trust office in New York City of our paying agent, The Bank of New York Mellon, or any successor paying agent that we may designate. You may also make transfers or exchanges of debt securities at that location. We also have the right\nto pay interest on any debt securities by check mailed to the registered holders of the debt securities at their registered addresses. In connection with any payment on a debt security, we may require the holder to certify information to us. In the\nabsence of that certification, we may rely on any legal presumption to enable us to determine our responsibilities, if any, to deduct or withhold taxes, assessments or governmental charges from the payment.

The indentures do not limit our ability to enter into a highly leveraged transaction or provide you with any special protection in the event\nof such a transaction. In addition, neither of the indentures provides special protection in the event of a sudden or dramatic decline in our credit quality resulting from a takeover, recapitalization or similar restructuring of JPMorganChase.

We may issue debt securities upon the exercise of warrants or upon exchange or conversion of exchangeable or convertible debt securities. The\nprospectus supplement will describe the specific terms of any of those warrants or exchangeable or convertible securities. It will also describe the specific terms of the debt securities or other securities issuable upon the exercise, exchange or\nconversion of those securities. See “Description of Warrants” below.

Each of the indentures contains a provision that, if\nmade applicable to any series of senior or subordinated debt securities, respectively, permits us to elect:

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defeasance, which would discharge us from all of our obligations (subject to limited exceptions) with respect to\nany debt securities of that series then outstanding, and/or

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covenant defeasance, which would release us from our obligations under specified covenants, including, with\nrespect to any series of senior securities, the covenant described under “Senior Debt Securities—Limitation on Disposition of Stock of the Bank”.

To make either of the above elections, we must deposit in trust with the respective trustee\nmoney and/or U.S. government obligations (as defined below) which, through the payment of principal and interest in accordance with their terms, will provide sufficient money, without reinvestment, to repay in full those senior or subordinated debt\nsecurities, as the case may be. As used in the indentures, “U.S. government obligations” are: (1) direct obligations of the United States or of an agency or instrumentality of the United States, in either case that are, or are guaranteed\nas, full faith and credit obligations of the United States and that are not redeemable by the issuer; and (2) certain depositary receipts with respect to an obligation referred to in clause (1).

As a condition to defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel that the holders of the senior or\nsubordinated debt securities, as the case may be, will not recognize income, gain, or loss for federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the\nsame manner and at the same times as would have been the case if defeasance or covenant defeasance had not occurred. That opinion, in the case of defeasance but not covenant defeasance, must refer to and be based upon a ruling received by us from,\nor published by, the Internal Revenue Service or be based upon a change in applicable federal income tax law.

If we exercise our covenant\ndefeasance option with respect to a particular series of debt securities, then even if there were a default under the defeased covenant, payment of those debt securities could not be accelerated. We may exercise our defeasance option with respect to\na particular series of debt securities even if we previously had exercised our covenant defeasance option. If we exercise our defeasance option, payment of those debt securities may not be accelerated because of any event of default. If we exercise\nour covenant defeasance option and an acceleration were to occur, the realizable value at the acceleration date of the money and U.S. government obligations in the defeasance trust could be less than the principal and interest then due on those debt\nsecurities. This is because the required deposit of money and/or U.S. government obligations in the defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors.

We and the trustee under each indenture may modify that indenture with the consent of the holders of not less than a majority in principal\namount of outstanding debt securities of any series issued under that indenture affected by the modification. However, without the consent of each affected holder, no such modification may:

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change the stated maturity of any debt security;

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reduce the principal amount of, or premium, if any, on, any debt security;

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change the rate or method of computation of the interest on any debt security;

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reduce the amount of the principal of an original issue discount debt security that would be due and payable upon\na declaration of acceleration of the maturity thereof;

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reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;\n

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change the currency or currencies in which any debt security is payable;

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impair the right to institute suit for the enforcement of any payment on a debt security on or after the stated\nmaturity thereof (or, in the case of redemption, on or after the redemption date);

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reduce the percentage of holders of outstanding debt securities of any series required to consent to any\nmodification, amendment or any waiver under the applicable indenture; or

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change the provisions in the applicable indenture that relate to its modification or amendment.\n

In addition, we and the trustee under each indenture may modify that indenture without the consent of the holders of\ndebt securities of any series for any of the following purposes:

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to evidence the succession of another company to us;

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to add to our covenants or to surrender any right or power conferred upon us;

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to add any additional events of default;

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to permit or facilitate the issuance of debt securities in bearer form, certificated form or global form;\n

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to add to, change or eliminate any of the provisions of the applicable indenture in respect of all or any series\nof debt securities, provided that any such addition, change or elimination will neither (i) apply to any debt security issued prior to the execution of such amendment and entitled to the benefit of such provision nor (ii) modify the rights of the\nholders of any such debt securities with respect to such provision;

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to conform the text of the applicable indenture or any debt securities to any provision of the “Description\nof Debt Securities” in this prospectus or a similarly captioned section in any applicable prospectus supplement relating to the offering of debt securities;

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to provide security for or a guarantee of any series of debt securities;

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to establish the form or terms of any series of debt securities;

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to provide for a successor trustee or the appointment of more than one trustee; or

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to cure any ambiguity, to correct or supplement any provision of the applicable indenture which may be\ninconsistent with any other provision thereof, or to make any other provisions as we may deem necessary or desirable, provided such amendment does not adversely affect the interests of the holders of any series of debt securities in any material\nrespect.

Each indenture allows us, without the consent of the holders of the debt securities of any series issued under\nthat indenture, to consolidate or merge with any other entity, to convey, transfer or lease all or substantially all of our assets to another entity, or to permit another entity to merge into JPMorganChase, provided that:

(1) the successor is a corporation, association, company or business trust organized under U.S. laws;

(2) the successor, if not us, assumes our obligations on the debt securities and under the indentures;

(3) after giving effect to the transaction, no event of default (or, in the case of the senior debt securities, a covenant breach under the\nsenior indenture), and no event which, after notice or lapse of time or both, would become an event of default (or, in the case of the senior debt securities, a covenant breach under the senior indenture), shall have occurred and be continuing; and\n

(4) other specified conditions are met.

In addition, each indenture allows us, without the consent of the holders of the debt securities of any series issued under that indenture, to\nconvey, transfer or lease all or substantially all of our assets to one or more of our subsidiaries.

Senior Debt Securities

The senior debt securities will be direct, unsecured general obligations of JPMorganChase and will constitute Senior Indebtedness of\nJPMorganChase. For a definition of “Senior Indebtedness,” see “—Subordinated Debt Securities — Subordination” below.

Limitation on Disposition of Stock of the Bank. Unless otherwise specified in the prospectus supplement relating to a particular series\nof debt securities, the senior indenture contains a covenant by us that, so long as any of the senior debt securities are outstanding, neither we nor any Intermediate Subsidiary (as defined below) will sell, assign, grant a security interest in or\notherwise dispose of any shares of voting stock of the Bank, or any securities convertible into, or options, warrants or rights to purchase shares of voting stock of the Bank, except to JPMorganChase or an Intermediate Subsidiary. In addition, the\ncovenant provides that neither we nor any

\nIntermediate Subsidiary will permit the Bank to issue any shares of its voting stock, or securities convertible into, or options, warrants or rights to purchase shares of its voting stock, nor\nwill we permit any Intermediate Subsidiary that owns any shares of voting stock of the Bank, or securities convertible into, or options, warrants or rights to purchase shares of the Bank’s voting stock, to cease to be an Intermediate\nSubsidiary.

The above covenant is subject to our rights in connection with a consolidation or merger of JPMorganChase with another entity\nor a conveyance, transfer or lease of all or substantially all of our assets to another entity. The covenant also will not apply if both:

(1) the disposition in question is made for fair market value, as determined by the board of directors of JPMorganChase or the\nIntermediate Subsidiary; and

(2) after giving effect to the disposition, we and any one or more of our Intermediate\nSubsidiaries will collectively own at least 80% of the issued and outstanding voting stock of the Bank or any successor to the Bank, free and clear of any security interest.

The above covenant also does not restrict the Bank from being consolidated with or merged into another domestic banking institution if, after\nthe merger or consolidation, (A) JPMorganChase, or its successor, and any one or more Intermediate Subsidiaries own at least 80% of the voting stock of the resulting bank and (B) treating for purposes of the senior indenture the resulting bank as\nthe Bank, no covenant breach, event of default or event which, after notice or lapse of time or both, would become a covenant breach or event of default, shall have happened and be continuing.

The senior indenture defines an “Intermediate Subsidiary” as a subsidiary (1) that is organized under the laws of any domestic\njurisdiction and (2) of which all the shares of capital stock, and all securities convertible into, and options, warrants and rights to purchase shares of capital stock, are owned directly by JPMorganChase, free and clear of any security interest.\nAs used above, “voting stock” means a class of stock having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees irrespective of the happening of a contingency.\n

Defaults and Waivers. Unless otherwise specified in the applicable prospectus supplement, under the senior indenture, any\none of the following events will be an event of default with respect to the senior debt securities of any series:

(1)\ndefault in the payment of principal of (or premium, if any, on) any senior debt securities of that series and continuance of that default for 30 days;

(2) default in the payment of interest on any senior debt securities of that series and continuance of that default for 30\ndays;

(3) specified events of bankruptcy, insolvency or reorganization of JPMorganChase; and

(4) any other event of default specified with respect to senior debt securities of that series.

Senior debt securities issued by us prior to December 31, 2016 (the “Pre-2017 Senior Debt”) contain events of default that are\ndifferent from those set forth above. In particular:

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The events of default applicable to the Pre-2017 Senior Debt do not provide for a 30-day cure period with respect\nto any failure by us to pay the principal of those senior debt securities;

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Most series of Pre-2017 Senior Debt contain an additional event of default that is applicable if we fail to\nperform any of the covenants contained in the terms and conditions of, or the governing instrument for, those senior debt securities and that failure continues for 90 days; and

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The events of default applicable to certain series of Pre-2017 Senior Debt provide that specified events of\nbankruptcy, insolvency or reorganization of JPMorgan Chase Bank, N.A. would constitute an event of default with respect to those senior debt securities.

Accordingly, if we fail to pay the principal of any series of Pre-2017 Senior Debt when due,\nthe holders of such senior debt securities would be entitled to declare their securities due and payable immediately, whereas holders of the senior debt securities of any series would not be entitled to accelerate those senior debt securities until\n30 days after our failure to pay the principal of those senior debt securities. In addition, holders of the senior debt securities will not have the benefit of the additional events of default described above that are applicable to the Pre-2017\nSenior Debt.

Under the senior indenture, if any event of default with respect to the senior debt securities of any series occurs and is\ncontinuing, either the trustee or the holders of not less than 25% in principal amount of the outstanding senior debt securities of that series may declare the principal amount (or, if the senior debt securities of that series are original issue\ndiscount senior debt securities, a specified portion of the principal amount) of all senior debt securities of that series to be due and payable immediately. No such declaration is required upon certain specified events of bankruptcy, insolvency or\nreorganization. Subject to the conditions set forth in the senior indenture, the holders of a majority in principal amount of the outstanding senior debt securities of that series may annul the declaration and waive past defaults, except uncured\npayment defaults and other specified defaults.

We will describe in the prospectus supplement any particular provisions relating to the\nacceleration of the maturity of a portion of the principal amount of original issue discount senior debt securities upon an event of default.

Subordinated Debt Securities

The\nsubordinated debt securities will be direct, unsecured general obligations of JPMorganChase. The subordinated debt securities will be subordinate and junior in right of payment to all Senior Indebtedness.

Unless otherwise provided in the prospectus supplement relating to a particular series of subordinated debt securities, holders of the\nsubordinated debt securities may not accelerate the maturity of the subordinated debt securities, except in the event of our bankruptcy, reorganization or insolvency, and may not accelerate the subordinated debt securities if we fail to pay\nprincipal or interest or fail to perform any other agreement in the subordinated debt securities or the subordinated indenture. See “— Defaults and Waivers” below.

Subordination. The subordinated debt securities will be subordinate and junior in right of payment to all Senior Indebtedness whether\noutstanding on the date the subordinated indenture became effective or created, assumed or incurred after that date.

The subordinated\nindenture defines “Senior Indebtedness” to mean the principal of, and premium, if any, and interest on all of our indebtedness for money borrowed, including all indebtedness for money borrowed by another person that we guarantee; similar\nobligations arising from off-balance sheet guarantees and direct credit substitutes; all obligations for claims in respect of derivative products such as interest rate and foreign exchange contracts, commodity contracts and similar arrangements; and\nany deferrals, renewals or extensions of any of the foregoing. However, Senior Indebtedness does not include indebtedness that is stated not to be senior to or to have the same rank as the subordinated debt securities or other securities having the\nsame rank as or that are subordinated to the subordinated debt securities. In particular, Senior Indebtedness does not include (A) the subordinated debt securities issued under the subordinated indenture, (B) the subordinated indebtedness issued\nunder the indenture, dated as of October 21, 2010, between us and U.S. Bank Trust National Association, as trustee, and (C) other debt of JPMorganChase that is expressly stated to have the same rank as or not to rank senior to the subordinated debt\nsecurities or other securities having the same rank as or that are subordinated to the subordinated debt securities.

Under the subordinated indenture, we may not make any payment on the subordinated debt\nsecurities in the event:

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•

we have failed to make full payment of all amounts of principal, and premium, if any, and interest, if any, due\non all Senior Indebtedness; or

\n\n\n\n\n

•

there shall exist any event of default on any Senior Indebtedness permitting the holders thereof to accelerate\nthe maturity thereof or any event which, with notice or lapse of time or both, would become such an event of default.

In addition, upon our dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or\notherwise) we must pay to the holders of Senior Indebtedness the full amounts of principal of, and premium, if any, and interest, if any, on the Senior Indebtedness before any payment or distribution is made on the subordinated debt securities.

No series of our subordinated debt securities (other than our outstanding junior subordinated indebtedness) is subordinated to any other\nseries of subordinated debt securities or to any other subordinated indebtedness of JPMorganChase referred to above. However, due to the subordination provisions of the various series of subordinated indebtedness issued by us and our predecessor\ninstitutions, in the event of our dissolution, winding-up, liquidation, reorganization or insolvency, holders of the subordinated debt securities that may be offered by use of this prospectus and an applicable prospectus supplement may recover less,\nratably, than holders of some of our other series of outstanding subordinated indebtedness and more, ratably, than holders of other series of our outstanding subordinated indebtedness. In addition, holders of the subordinated debt securities\nmay be fully subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.

No Limitation on Disposition of Voting Stock of the Bank. The subordinated indenture does not contain a covenant prohibiting us from\nselling or otherwise disposing of any shares of voting stock of the Bank, or securities convertible into, or options, warrants or rights to purchase shares of voting stock of the Bank. The subordinated indenture also does not prohibit the Bank from\nissuing any shares of its voting stock or securities convertible into, or options, warrants or rights to purchase shares of its voting stock.

Defaults and Waivers. Unless otherwise specified in the prospectus supplement relating to a particular series of subordinated debt\nsecurities, the subordinated indenture defines an event of default with respect to any series of subordinated debt securities as follows:

\n\n\n\n\n

•

specified events of bankruptcy, reorganization or insolvency of JPMorganChase; and

\n\n\n\n\n

•

any other event specified with respect to subordinated debt securities of that series.

If any event of default with respect to subordinated debt securities of any series occurs and is continuing, either the trustee or the holders\nof not less than 25% in principal amount of the outstanding subordinated debt securities of that series may declare the principal amount (or, if the subordinated debt securities of that series are original issue discount subordinated debt\nsecurities, a specified portion of the principal amount) of all subordinated debt securities of that series to be due and payable immediately. No such declaration is required upon certain specified events of bankruptcy, reorganization or insolvency.\nSubject to the conditions set forth in the subordinated indenture, the holders of a majority in principal amount of the outstanding subordinated debt securities of that series may annul the declaration and waive past defaults, except uncured payment\ndefaults.

We will describe in the prospectus supplement any particular provisions relating to the acceleration of the maturity of a\nportion of the principal amount of original issue discount subordinated debt securities upon an event of default. In the event of the bankruptcy, liquidation, reorganization or insolvency of JPMorganChase, any right to enforce that payment in cash\nwould be subject to the broad equity powers of a federal bankruptcy court and to its determination of the nature and status of the payment claims of the holders of the subordinated debt securities.

Unless otherwise provided in the prospectus supplement relating to a particular series of\nsubordinated debt securities, there will be no right of acceleration of the payment of principal of the subordinated debt securities of that series upon a default in the payment of principal or interest or a default in the performance of any\ncovenant or agreement in the subordinated debt securities or the subordinated indenture. In the event of a default in the payment of principal or interest or a default in the performance of any covenant or agreement in the subordinated debt\nsecurities or the subordinated indenture, the trustee may, subject to specified limitations and conditions, seek to enforce that payment or the performance of that covenant or agreement.

Covenant Breach

Under each indenture, a\n“covenant breach” would occur with respect to the debt securities of any series issued under that indenture if we fail to perform or breach any of the covenants contained in that indenture (in the case of the senior indenture, other than\na failure to pay principal of or interest on the senior debt securities) and that failure or breach continues for 90 days after the trustee under that indenture or the holders of not less than 25% in principal amount of the outstanding debt\nsecurities of that series give written notice of that failure or breach. Under each indenture, neither the trustee nor the holders of the debt securities will be entitled to accelerate the maturity of the debt securities as a result of any covenant\nbreach.

If a covenant breach or event of default with respect to the debt securities of any series occurs and is continuing, the relevant\ntrustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of those debt securities by such appropriate judicial proceedings as the trustee deems most effectual to protect and enforce any such rights,\nwhether for the specific enforcement of any covenant or agreement in the relevant indenture, in aid of the exercise of any power granted in that indenture, or to enforce any other proper remedy.

Limitation of Suits

Under each\nindenture, a holder of the debt securities of any series issued under that indenture will not have the right to institute any proceeding with respect to that indenture or those debt securities unless:

\n\n\n\n\n

•

the holder has given the trustee written notice of a continuing covenant breach or event of default with respect\nto those debt securities;

\n\n\n\n\n

•

the holders of not less than 25% in principal amount of those debt securities at the time outstanding have made a\nwritten request to the trustee to institute proceedings in respect of the covenant breach or event of default, and offered the trustee indemnity reasonably satisfactory to it; and

\n\n\n\n\n

•

the trustee has not received from the holders of a majority in principal amount of those debt securities at the\ntime outstanding a direction inconsistent with such request, and has failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.

The foregoing limitations will not apply to any suit instituted by holders of the debt securities for the enforcement of any payment of\nprincipal or interest on or after the date when due.

Other Provisions of the Indentures

Each of the indentures requires the relevant trustee, within 90 days after the occurrence of a default known to it with respect to the debt\nsecurities of any series issued under that indenture, to give the holders of those debt securities notice of the default if uncured or not waived. The trustee may withhold the notice if it determines in good faith that the withholding of the notice\nis in the interest of those holders. However, the trustee may not withhold the notice in the case of a default in the payment of principal or interest. The trustee may not give the above notice until at least 60 days after the occurrence of a\ndefault in the performance of a covenant in the indenture, other than, in the case of the senior indenture, a covenant to pay principal of or interest on the senior debt securities. The term “default” for the purpose of this provision\nmeans any event that is, or after notice or lapse of time or both would become, a covenant breach or event of default with respect to the debt securities.

Other than the duty to act with the required standard of care during a default, the trustee\nunder each of the indentures is not obligated to exercise any of its rights or powers under that indenture at the request or direction of any of the holders of the debt securities issued under that indenture, unless the holders have offered to the\ntrustee reasonable security or indemnity. Each of the indentures provides that the holders of a majority in principal amount of the debt securities issued under that indenture may direct the time, method and place of conducting any proceeding for\nany remedy available to the trustee, or exercising any trust or other power conferred on the trustee. However, the trustee may decline to act if the direction is contrary to law or the indenture, and the trustee may take any other action deemed\nproper by the trustee which is not inconsistent with such direction.

Each of the indentures includes a covenant requiring us to file\nannually with the relevant trustee a certificate stating that there exists no covenant breach, event of default or event that is, or after notice or lapse of time or both would become, a covenant breach or event of default under the relevant\nindenture, or if any such default exists, specifying such default.

Information Concerning The Trustees

We and our subsidiaries may maintain deposits or conduct other banking transactions with the trustees under the senior indenture and the\nsubordinated indenture in the ordinary course of business. Deutsche Bank Trust Company Americas is a trustee under certain of our existing indentures pursuant to which we have issued and outstanding series of senior debt securities. U.S. Bank\nTrust National Association is a trustee under certain of our existing indentures pursuant to which we have issued and outstanding series of subordinated debt securities.

Insolvency and Resolution Considerations

The debt securities offered by use of this prospectus constitute “loss-absorbing capacity” within the meaning of the rules issued\nby the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Federal Reserve rules require that JPMorgan Chase & Co. (the “Parent Company”) maintain minimum levels of unsecured external long-term debt\nand other loss-absorbing capacity with specific terms for purposes of recapitalizing JPMorganChase’s operating subsidiaries if the Parent Company were to enter into a resolution either:

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in a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, or

\n\n\n\n\n

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in a receivership administered by the Federal Deposit Insurance Corporation (“FDIC”) under Title II\nof the Dodd-Frank Act (“Title II”).

If the Parent Company were to enter into a resolution, holders of the\ndebt securities offered by use of this prospectus and other debt and equity securities of the Parent Company will absorb the losses of the Parent Company and its subsidiaries.

The preferred “single point of entry” strategy under JPMorganChase’s resolution plan contemplates that only the Parent\nCompany would enter bankruptcy proceedings. JPMorganChase’s subsidiaries would be recapitalized, as needed, so that they could continue normal operations or subsequently be divested or wound down in an orderly manner. As a result, the Parent\nCompany’s losses and any losses incurred by its subsidiaries would be imposed first on holders of the Parent Company’s equity securities and thereafter on its unsecured creditors, including holders of the debt securities offered by use\nof this prospectus and other debt securities. Claims of holders of those securities would have a junior position to the claims of creditors of JPMorganChase’s subsidiaries and to the claims of priority (as determined by statute) and secured\ncreditors of the Parent Company.

Accordingly, in a resolution of the Parent Company in bankruptcy, holders of the debt securities offered\nby use of this prospectus and other debt securities of the Parent Company would realize value only to the extent available to the Parent Company as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries, and only after any claims of\npriority and secured creditors of the Parent Company have been fully repaid.

The FDIC has similarly indicated that a single-point-of-entry recapitalization model would\nbe its expected strategy to resolve a systemically important financial institution, such as the Parent Company, under Title II. However, the FDIC has not formally adopted or committed to any specific resolution strategy.

If the Parent Company were to approach, or enter into, a resolution, none of the Parent Company, the Federal Reserve or the FDIC is obligated\nto follow JPMorganChase’s preferred resolution strategy, and losses to holders of the debt securities offered by use of this prospectus and other debt and equity securities of the Parent Company, under whatever strategy is ultimately followed,\ncould be greater than they might have been under JPMorganChase’s preferred strategy.

DESCRIPTION OF PREFERRED STOCK

General

Under our certificate of\nincorporation, our board of directors is authorized, without further stockholder action, to issue up to 200,000,000 shares of preferred stock, $1 par value per share, in one or more series, and to determine the voting powers and the designations,\npreferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series. We may amend our certificate of incorporation to increase or decrease the number of authorized shares of\npreferred stock in a manner permitted by our certificate of incorporation and the Delaware General Corporation Law (“DGCL”). As of the date of this prospectus, we have the following issued and outstanding series of preferred stock, the\nterms of each of which we summarize below:

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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC;

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5.75% Non-Cumulative Preferred Stock, Series DD;

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6.00% Non-Cumulative Preferred Stock, Series EE;

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4.75% Non-Cumulative Preferred Stock, Series GG;

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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II;

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4.55% Non-Cumulative Preferred Stock, Series JJ;

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3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK;

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4.625% Non-Cumulative Preferred Stock, Series LL;

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4.20% Non-Cumulative Preferred Stock, Series MM;

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6.875% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series NN; and

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6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series OO

We will describe the particular terms of any series of preferred stock being offered in the prospectus supplement relating to that series of\npreferred stock. Those terms may include:

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the number of shares being offered;

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the title and liquidation preference per share;

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the purchase price;

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the dividend rate or method for determining that rate;

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the dates on which dividends will be paid;

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whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will\nbegin to accumulate;

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any applicable redemption or sinking fund provisions;

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any applicable conversion provisions;

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whether we have elected to offer depositary shares representing that series of preferred stock; and\n

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any additional dividend, liquidation, redemption, sinking fund and other rights and restrictions applicable to\nthat series of preferred stock.

If the terms of any series of preferred stock being offered differ from the terms set forth\nbelow, we will also disclose those different terms in the prospectus supplement relating to that series of preferred stock. The following summary is not complete. You should also refer to our certificate of incorporation and to the certificate of\ndesignations relating to the series of the preferred stock being offered for the complete terms of that series of preferred stock. A form of certificate of designations is filed as an exhibit to the registration statement. We will file the\ncertificate of designations with respect to the particular series of preferred stock being offered with the SEC promptly after the offering of that series of preferred stock.

The preferred stock will, when issued against full payment of the purchase price relating to a series of preferred stock, be fully paid and\nnonassessable. Unless otherwise specified in the prospectus supplement, in the event we liquidate, dissolve or wind-up our business, each series of preferred stock being offered will have the same rank as to dividends and distributions as our\ncurrently outstanding preferred stock and each other series of preferred stock we may offer in the future by use of this prospectus and an applicable prospectus supplement. The preferred stock will have no preemptive rights.

Dividend Rights

Holders of the preferred\nstock offered by use of this prospectus and an applicable prospectus supplement will be entitled to receive, when, as and if declared by our board of directors or any duly authorized committee of our board, cash dividends at the rates and on the\ndates set forth in the prospectus supplement. Dividend rates may be fixed or variable or both. Different series of preferred stock may be entitled to dividends at different dividend rates or based upon different methods of determination. We will pay\neach dividend to the holders of record as they appear on our stock register (or, if applicable, the records of the depositary referred to under “Description of Depositary Shares”) on record dates determined by our board of directors or a\nduly authorized committee of our board. Dividends on any series of preferred stock may be cumulative or noncumulative, as specified in the prospectus supplement. If a dividend is not declared on any series of preferred stock for which dividends are\nnoncumulative, then the right of holders of that preferred stock to receive that dividend will be lost, and we will have no obligation to pay the dividend for that dividend period, whether or not dividends are declared for any future dividend\nperiod.

Unless otherwise specified in the applicable prospectus supplement, each series of preferred stock that we offer by use of this\nprospectus and an applicable prospectus supplement will provide that we may not declare or pay or set aside for payment full dividends on any series of preferred stock ranking, as to dividends, equally with or junior to the series of preferred stock\nwe are offering unless we have previously declared and paid or set aside for payment, or we contemporaneously declare and pay or set aside for payment, full dividends (including cumulative dividends still owing, if any) on the series of preferred\nstock we are offering for, in the case of a series of noncumulative preferred stock, the most recently completed dividend period, or, in the case of a series of cumulative preferred stock, all past dividend periods. If we fail to pay dividends in\nfull as stated above, we may only declare dividends on equally ranking series of preferred stock pro rata so that the amount of dividends declared per share on the series of preferred stock we are offering and the equally ranking series bear to each\nother the same ratio that accumulated and unpaid dividends per share on the series being offered and the other series bear to each other. We will not pay interest or any sum of money instead of interest in respect of any dividend that is not\ndeclared, or if declared is not paid, on any series of preferred stock we are offering.

Unless otherwise specified in the applicable\nprospectus supplement, the preferred stock we offer by use of this prospectus and an applicable prospectus supplement will also provide that, unless we have paid or declared and set aside a sum sufficient for the payment thereof, in the case\nof a series of noncumulative preferred stock, full dividends on all outstanding shares of that preferred stock in respect of the most recently completed dividend period, or, in the case of a series of cumulative preferred stock, full dividends,\nincluding cumulative dividends, if any, owing on that preferred stock for all past dividend periods:

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no dividend (other than a dividend in common stock or in any junior or equally ranking stock as to dividends and\nupon liquidation, dissolution or winding-up) will be declared or paid or a sum sufficient for the payment thereof set aside for such payment or other distribution declared or made upon our\n

\n\n\n

\ncommon stock or upon any junior or equally ranking stock as to dividends or upon liquidation, dissolution or winding-up, and

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no common stock or other capital stock ranking junior or equally as to dividends or upon liquidation, dissolution\nor winding-up will be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such capital stock) by us, except:

\n\n\n\n

(1)

by conversion into or exchange for capital stock ranking junior to the preferred stock being offered;\n

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(2)

as a result of reclassification into capital stock ranking junior to the preferred stock being offered;\n

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(3)

through the use of the proceeds of a substantially contemporaneous sale of shares of capital stock ranking\njunior to the preferred stock being offered or, in the case of capital stock ranking on a parity with the preferred stock being offered, through the use of the proceeds of a substantially contemporaneous sale of other shares of capital stock ranking\non a parity with the preferred stock being offered;

\n\n\n\n

(4)

in the case of capital stock ranking on a parity with the preferred stock being offered, pursuant to pro rata\noffers to purchase all or a pro rata portion of the shares of preferred stock being offered and such capital stock ranking on a parity with the preferred stock being offered;

\n\n\n\n

(5)

in connection with the satisfaction of our obligations pursuant to any contract entered into in the ordinary\ncourse prior to the beginning of the most recently completed dividend period; or

\n\n\n\n

(6)

any purchase, redemption or other acquisition of capital stock ranking junior to the preferred stock being\noffered pursuant to any of our or our subsidiaries’ employee, consultant or director incentive or benefit plans or arrangements (including any employment, severance or consulting arrangements) adopted before or after the issuance of the\npreferred stock being offered).

However, the foregoing will not restrict our ability or the ability of any of our\naffiliates to engage in underwriting, stabilization, market-making or similar transactions in our capital stock in the ordinary course of business. Subject to the conditions described above, and not otherwise, dividends (payable in cash, capital\nstock, or otherwise), as may be determined by our board of directors or a duly authorized committee of our board, may be declared and paid on our common stock and any other capital stock ranking junior to or on a parity with the preferred stock\nbeing offered from time to time out of any assets legally available for such payment, and the holders of the preferred stock being offered will not be entitled to participate in those dividends.

As used in this prospectus, “junior to the preferred stock being offered” and like terms refer to our common stock and any other\nclass or series of our capital stock over which the preferred stock being offered has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require; “parity preferred\nstock” and “on a parity with the preferred stock being offered” and like terms refer to any class or series of our capital stock that ranks on a parity with the shares of the preferred stock being offered, either as to dividends or\nupon liquidation, dissolution or winding-up, or both, as the context may require; and “senior to the preferred stock being offered” and like terms refer to any class or series of our capital stock that ranks senior to the preferred stock\nbeing offered, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require.

Unless\notherwise specified in the applicable prospectus supplement, we will compute the amount of dividends payable by annualizing the applicable dividend rate and dividing by the number of dividend periods in a year, except that the amount of dividends\npayable for any period greater or less than a full dividend period, other than the initial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months and, for any\nperiod less than a full month, the actual number of days elapsed in the period. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

Rights Upon Liquidation

In the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of each series of preferred stock that we offer by\nuse of this prospectus and an applicable prospectus supplement will be entitled to receive and to be paid out of our assets legally available for distribution to our stockholders the amount set forth in the prospectus supplement plus, in the case of\na series of noncumulative preferred stock, an amount equal to any declared and unpaid dividends, without accumulation of undeclared dividends, if any, from the day following the immediately preceding dividend payment date, to, but not including, the\ndate of the liquidating distribution, but without accumulation of any unpaid dividends for prior dividend periods, or, in the case of a series of cumulative preferred stock, an amount equal to any accumulated and unpaid dividends, whether or not\ndeclared, before we make any payment or distribution on our common stock or on any other capital stock ranking junior to the preferred stock offered by use of this prospectus and an applicable prospectus supplement, and any stock having the same\nrank as that series of preferred stock upon our liquidation, dissolution or winding-up. After the payment to such holders of the full preferential amounts to which they are entitled, such holders will have no right or claim to any of our remaining\nassets.

If, upon our voluntary or involuntary liquidation, dissolution or winding-up, we fail to pay in full the amounts payable with\nrespect to preferred stock offered by use of this prospectus and an applicable prospectus supplement, and any stock having the same rank as that series of preferred stock, the holders of the preferred stock and of that other stock will share ratably\nin any such distribution of our assets in proportion to the full respective distributions to which they are entitled. For any series of preferred stock offered by use of this prospectus and an applicable prospectus supplement, neither the sale of\nall or substantially all of our property or business, nor our merger or consolidation into or with any other entity will be considered a liquidation, dissolution or winding-up.

Redemption

The applicable prospectus\nsupplement will indicate whether the series of preferred stock offered by use of this prospectus and the applicable prospectus supplement is subject to redemption, in whole or in part, whether at our option or mandatorily and whether or not pursuant\nto a sinking fund. The redemption provisions that may apply to a series of preferred stock offered, including the redemption dates, the redemption prices for that series and whether those redemption prices will be paid in cash, stock or a\ncombination of cash and stock, will be set forth in the prospectus supplement. If the redemption price is to be paid only from the proceeds of the sale of our capital stock, the terms of the series of preferred stock may also provide that, if our\ncapital stock is not sold or if the amount of cash received is insufficient to pay in full the redemption price then due, the series of preferred stock will automatically be converted into shares of the applicable capital stock pursuant to\nconversion provisions specified in the prospectus supplement.

If we are redeeming fewer than all the outstanding shares of preferred\nstock of any series, whether by mandatory or optional redemption, our board of directors or any duly authorized committee of our board will determine the method for selecting the shares to be redeemed, which (unless otherwise specified in the\napplicable prospectus supplement) may be by lot or pro rata or in such other manner as the board of directors or any duly authorized committee of our board determines to be equitable. From and after the redemption date, dividends will cease to\naccumulate on the shares of preferred stock called for redemption up to the redemption date and all rights of the holders of those shares, except the right to receive the redemption price, will cease.

In the event that we fail to pay full dividends, including accumulated but unpaid dividends, if any, on any series of preferred stock offered,\nwe may not redeem that series in part and we may not purchase or acquire any shares of that series of preferred stock, except by a purchase or exchange offer made on the same terms to all holders of that series of preferred stock.

Conversion Rights

The prospectus supplement will state the terms, if any, on which shares of the series of preferred stock offered by use of this prospectus and\nan applicable prospectus supplement are convertible into shares of our common stock or other securities. As described under “— Redemption” above, under certain circumstances, preferred stock may be mandatorily convertible into our\ncommon stock or another series of our preferred stock.

Voting Rights

Except as indicated below or in the applicable prospectus supplement, or except as expressly required by applicable law, the holders of the\npreferred stock offered by use of this prospectus and an applicable prospectus supplement will not be entitled to vote. Unless otherwise indicated in the prospectus supplement, each share of preferred stock of each series will be entitled to one\nvote on matters on which holders of that series of preferred stock are entitled to vote. However, as more fully described under “Description of Depositary Shares,” if we use this prospectus and an applicable prospectus supplement to\noffer depositary shares representing a fractional interest in a share of a series of preferred stock, each depositary share, in effect, will be entitled to that fraction of a vote, rather than a full vote. If (unless otherwise indicated in the\nprospectus supplement) each full share of any series of preferred stock offered is entitled to one vote, the voting power of that series will depend on the number of shares in that series, and not on the aggregate liquidation preference or initial\noffering price of the shares of that series of preferred stock.

Unless otherwise specified in a prospectus supplement, if, at any time or\ntimes, the equivalent of an aggregate of six quarterly dividends, whether or not consecutive, for any series of preferred stock being offered has not been paid, the number of directors constituting our board of directors will be automatically\nincreased by two and the holders of each outstanding series of preferred stock with such voting rights, together with holders of such other shares of any other class or series of parity preferred stock outstanding at the time upon which like voting\nrights have been conferred and are exercisable, which we refer to as “voting parity stock,” voting together as a class, will be entitled to elect those additional two directors, which we refer to as “preferred directors,” at\nthat annual meeting and at each subsequent annual meeting of stockholders until full dividends have been paid for at least four quarterly consecutive dividend periods. At that time such right will terminate, except as expressly provided in the\napplicable certificate of designations or by law, subject to revesting. Upon any termination of the right of the holders of shares of preferred stock being offered and voting parity stock as a class to vote for directors as provided above, the\npreferred directors will cease to be qualified as directors, the term of office of all preferred directors then in office will terminate immediately and the authorized number of directors will be reduced by the number of preferred directors elected.\nAny preferred director may be removed and replaced at any time, with cause as provided by law or without cause by the affirmative vote of the holders of shares of preferred stock voting together as a class with the holders of shares of voting parity\nstock, to the extent the voting rights of such holders described above are then exercisable. Any vacancy created by removal with or without cause may be filled only as described in the preceding sentence. If the office of any preferred director\nbecomes vacant for any reason other than removal, the remaining preferred director may choose a successor who will hold office for the unexpired term in respect of which such vacancy occurred.

So long as any shares of the preferred stock being offered remain outstanding, we will not, without the affirmative vote of the holders of at\nleast 66 2/3% in voting power of the preferred stock being offered and any voting parity stock, voting together as a class, authorize, create or issue any capital stock ranking senior to the preferred stock being offered as to dividends or upon\nliquidation, dissolution or winding-up, or reclassify any authorized capital stock into any such shares of such capital stock or issue any obligation or security convertible into or evidencing the right to purchase any such shares of capital stock.\nSo long as any shares of the preferred stock being offered remain outstanding, we will not, without the affirmative vote of the holders of at least 66 2/3% in voting power of the preferred stock being offered, amend, alter or repeal any provision of\nthe applicable certificate of designations or our certificate of incorporation, including by merger, consolidation or otherwise, so as to adversely affect the powers, preferences or special rights of the preferred stock being offered.

Notwithstanding the foregoing, none of the following will be deemed to adversely affect the\npowers, preferences or special rights of the preferred stock being offered:

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any increase in the amount of authorized common stock or authorized preferred stock, or any increase or decrease\nin the number of shares of any series of preferred stock, or the authorization, creation and issuance of other classes or series of capital stock, in each case ranking on a parity with or junior to the preferred stock being offered as to dividends\nor upon liquidation, dissolution or winding-up;

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a merger or consolidation of JPMorganChase with or into another entity in which the shares of the preferred stock\nbeing offered remain outstanding; and

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a merger or consolidation of JPMorganChase with or into another entity in which the shares of the preferred stock\nbeing offered are converted into or exchanged for preference securities of the surviving entity or any entity, directly or indirectly, controlling such surviving entity and such new preference securities have powers, preferences and special rights\nthat are not materially less favorable than the preferred stock being offered;

provided that if the amendment would adversely affect\nsuch series but not any other series of outstanding preferred stock, then the amendment will only need to be approved by holders of at least two-thirds of the shares of the series of preferred stock adversely affected.

Under regulations adopted by the Federal Reserve Board, if the holders of any series of our preferred stock become entitled to vote for the\nelection of directors because dividends on that series are in arrears, that series may then be deemed a “class of voting securities.” In such a case, a holder of 25% or more of the series, or a holder of 5% or more if that holder would\nalso be considered to exercise a “controlling influence” over JPMorganChase, may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act. In addition, (1) any other bank holding company may\nbe required to obtain the prior approval of the Federal Reserve Board to acquire or retain 5% or more of that series, and (2) any person other than a bank holding company may be required to provide notice to the Federal Reserve Board prior to\nacquiring or retaining 10% or more of that series.

Outstanding Series of Preferred Stock

Ranking. Each of our Series CC Preferred Stock, Series DD Preferred Stock, Series EE Preferred Stock, Series GG Preferred Stock, Series\nII Preferred Stock, Series JJ Preferred Stock, Series KK Preferred Stock, Series LL Preferred Stock, Series MM Preferred Stock, Series NN Preferred Stock and Series OO Preferred Stock (each as defined below, and collectively, the “Outstanding\nPreferred Stock”) ranks senior to our common stock as well as any of our other stock that states it is expressly made junior to such series of Outstanding Preferred Stock as to payment of dividends and distribution of assets upon our\nliquidation, dissolution, or winding up.

Dividends. We may not declare or pay or set apart for payment full dividends on any\nseries of preferred stock ranking, as to dividends, equally with or junior to the Outstanding Preferred Stock unless we have previously declared and paid or set apart for payment full dividends on the Outstanding Preferred Stock for the most\nrecently completed dividend period. When dividends are not paid in full on the Outstanding Preferred Stock and any series of preferred stock ranking equally as to dividends, all dividends upon the Outstanding Preferred Stock and such equally ranking\nseries will be declared and paid pro rata.

With certain exceptions, unless we have paid or declared and set aside for payment full\ndividends on the Outstanding Preferred Stock for the most recently completed dividend period, we will not:

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declare or make any dividend payment or distribution on any junior ranking stock, other than a dividend paid in\njunior ranking stock, or

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redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any junior or\nequally ranking stock, except by conversion into or exchange for junior ranking stock.

Rights Upon Liquidation.\nIn the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily or involuntarily, holders of the Outstanding Preferred Stock of each series will be entitled to receive liquidating distributions equal to the liquidation\npreference per share for such series, plus any declared and unpaid dividends, without accumulation of undeclared dividends, before we make any distribution of assets to the holders of our common stock or any other class or series of shares ranking\njunior to the Outstanding Preferred Stock of such series.

Redemption. We may redeem each series of Outstanding Preferred Stock on\nthe dates and at the redemption prices set forth below. In addition, we may redeem each series of Outstanding Preferred Stock in whole, but not in part, at a redemption price equal to the liquidation preference per share for each such series of\nOutstanding Preferred Stock, plus any declared and unpaid dividends, following the occurrence of a capital treatment event. For these purposes, “capital treatment event” means the good faith determination by JPMorganChase that, as a\nresult of any:

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amendment to, or change or any announced prospective change in, the laws or regulations of the United States or\nany political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any shares of such series of Outstanding Preferred Stock;

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proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of\nany shares of such series of Outstanding Preferred Stock; or

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official administrative decision or judicial decision or administrative action or other official pronouncement\ninterpreting or applying those laws or regulations that is announced or becomes effective after the initial issuance of any shares of such series of Outstanding Preferred Stock,

there is more than an insubstantial risk that JPMorganChase will not be entitled to treat an amount equal to the full liquidation amount of all shares of such\nseries of Outstanding Preferred Stock then outstanding as “additional Tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect and\napplicable, for as long as any share of such series of Outstanding Preferred Stock is outstanding. Redemption of any Outstanding Preferred Stock may be subject to our receipt of any required approvals from the Federal Reserve Board or any other\nregulatory authority.

Voting Rights. The Outstanding Preferred Stock has limited voting rights. Each share of Outstanding\nPreferred Stock has one vote whenever it is entitled to voting rights.

Fixed-to-Floating Rate Non-Cumulative Preferred Stock,\nSeries CC

On October 20, 2017, we issued an aggregate of 125,750 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock,\nSeries CC, $1 par value, with a liquidation preference of $10,000 per share (the “Series CC Preferred Stock”). Shares of the Series CC Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a\nshare of preferred stock of the series.

Dividends. Dividends on the Series CC Preferred Stock are payable when, as, and if\ndeclared by our board of directors or a duly authorized committee of our board, from the date of issuance to, but excluding, November 1, 2022 at a rate of 4.625% per annum, payable semi-annually in arrears, on May 1 and November 1 of each year,\nbeginning on May 1, 2018. From and including November 1, 2022, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 2.58% per annum, payable quarterly in\narrears, on February 1, May 1, August 1 and November 1 of each year, beginning on February 1, 2023. Dividends on the Series CC Preferred Stock are neither mandatory nor cumulative.

Redemption. The Series CC Preferred Stock may be redeemed on any dividend payment\ndate on or after November 1, 2022, in whole or from time to time 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. We may also redeem the Series CC\nPreferred Stock following the occurrence of a “capital treatment event,” as described above.

5.75% Non-Cumulative\nPreferred Stock, Series DD

On September 21, 2018, we issued an aggregate of 169,625 shares of 5.75% Non-Cumulative Preferred\nStock, Series DD, $1 par value, with a liquidation preference of $10,000 per share (the “Series DD Preferred Stock”). Shares of the Series DD Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a\nshare of preferred stock of the series.

Dividends. Dividends on the Series DD Preferred Stock are payable when,\nas, and if declared by our board of directors or a duly authorized committee of our board, at a rate of 5.75% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2018.\nDividends on the Series DD Preferred Stock are neither mandatory nor cumulative.

Redemption. The Series DD\nPreferred Stock may be redeemed on any dividend payment date on or after December 1, 2023, in whole or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid\ndividends. We may also redeem the Series DD Preferred Stock following the occurrence of a “capital treatment event,” as described above.

6.00% Non-Cumulative Preferred Stock, Series EE

On January 24, 2019, we issued an aggregate of 185,000 shares of 6.00% Non-Cumulative Preferred Stock, Series EE, $1 par value, with a\nliquidation preference of $10,000 per share (the “Series EE Preferred Stock”). Shares of the Series EE Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the\nseries.

Dividends. Dividends on the Series EE Preferred Stock are payable when, as, and if declared by our\nboard of directors or a duly authorized committee of our board, at a rate of 6.00% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2019. Dividends on the Series EE Preferred\nStock are neither mandatory nor cumulative.

Redemption. The Series EE Preferred Stock may be redeemed on any\ndividend payment date on or after March 1, 2024, in whole or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series\nEE Preferred Stock following the occurrence of a “capital treatment event,” as described above.

4.75% Non-Cumulative\nPreferred Stock, Series GG

On November 7, 2019, we issued an aggregate of 90,000 shares of 4.75% Non-Cumulative Preferred Stock,\nSeries GG, $1 par value, with a liquidation preference of $10,000 per share (the “Series GG Preferred Stock”). Shares of the Series GG Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share\nof preferred stock of the series.

Dividends. Dividends on the Series GG Preferred Stock are payable when, as, and if declared by\nour board of directors or a duly authorized committee of our board, at a rate of 4.75% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on March 1, 2020. Dividends on the Series GG\nPreferred Stock are neither mandatory nor cumulative.

Redemption. The Series GG Preferred Stock may be redeemed on any dividend\npayment date on or after December 1, 2024, in whole or from time to time in part, at a redemption price equal to $10,000 per share

\n(equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series GG Preferred Stock following the occurrence of a “capital treatment\nevent,” as described above.

Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II

On February 24, 2020, we issued an aggregate of 150,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, $1 par\nvalue, with a liquidation preference of $10,000 per share (the “Series II Preferred Stock”). Shares of the Series II Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred\nstock of the series.

Dividends. Dividends on the Series II Preferred Stock are payable when, as, and if declared by our board of\ndirectors or a duly authorized committee of our board, from the date of issuance to, but excluding, April 1, 2025 at a rate of 4.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2020.\nFrom and including April 1, 2025, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 2.745% per annum, payable\nquarterly in arrears, on January 1, April 1, July 1 and October 1of each year, beginning on July 1, 2025. Dividends on the Series II Preferred Stock are neither mandatory nor cumulative.

Redemption. The Series II Preferred Stock may be redeemed on any dividend payment date on or after April 1, 2025, in whole or from time\nto time 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. We may also redeem the Series II Preferred Stock following the occurrence of a “capital\ntreatment event,” as described above.

4.55% Non-Cumulative Preferred Stock, Series JJ

On March 17, 2021, we issued an aggregate of 150,000 shares of 4.55% Non-Cumulative Preferred Stock, Series JJ, $1 par value, with a\nliquidation preference of $10,000 per share (the “Series JJ Preferred Stock”). Shares of the Series JJ Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the\nseries.

Dividends. Dividends on the Series JJ Preferred Stock are payable when, as, and if declared by our board of directors or a\nduly authorized committee of our board, at a rate of 4.55% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2021. Dividends on the Series JJ Preferred Stock are neither\nmandatory nor cumulative.

Redemption. The Series JJ Preferred Stock may be redeemed on any dividend payment date on or after June\n1, 2026, in whole at any time or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series JJ Preferred Stock following\nthe occurrence of a “capital treatment event,” as described above.

3.65% Fixed-Rate Reset Non-Cumulative Preferred\nStock, Series KK

On May 12, 2021, we issued an aggregate of 200,000 shares of 3.65% Fixed-Rate Reset Non-Cumulative Preferred\nStock, Series KK, $1 par value, with a liquidation preference of $10,000 per share (the “Series KK Preferred Stock”). Shares of the Series KK Preferred Stock are represented by depositary shares, each representing a one-tenth interest in\na share of preferred stock of the series.

Dividends. Dividends on the Series KK Preferred Stock are payable when, as, and if\ndeclared by our board of directors or a duly authorized committee of our board, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2021. From the date of issuance to, but excluding,\nJune 1, 2026, dividends will accrue at a rate equal to 3.65% per annum, and thereafter, for each reset period, at a

\nrate equal to a five-year treasury rate as of the most recent reset dividend determination date plus a spread of 2.85% per annum. Dividends on the Series KK Preferred Stock are neither mandatory\nnor cumulative.

Redemption. The Series KK Preferred Stock may be redeemed on any dividend payment date on or after June 1, 2026,\nin whole at any time or from time to time 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. We may also redeem the Series KK Preferred Stock following the\noccurrence of a “capital treatment event,” as described above.

4.625% Non-Cumulative Preferred Stock, Series LL\n

On May 20, 2021, we issued an aggregate of 185,000 shares of 4.625% Non-Cumulative Preferred Stock, Series LL, $1 par value, with\na liquidation preference of $10,000 per share (the “Series LL Preferred Stock”). Shares of the Series LL Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the\nseries.

Dividends. Dividends on the Series LL Preferred Stock are payable when, as, and if declared by our board of directors or a\nduly authorized committee of our board, at a rate of 4.625% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2021. Dividends on the Series LL Preferred Stock are neither\nmandatory nor cumulative.

Redemption. The Series LL Preferred Stock may be redeemed on any dividend payment date on or after June\n1, 2026, in whole at any time or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series LL Preferred Stock following\nthe occurrence of a “capital treatment event,” as described above.

4.20% Non-Cumulative Preferred Stock, Series MM\n

On July 29, 2021, we issued an aggregate of 200,000 shares of 4.20% Non-Cumulative Preferred Stock, Series MM, $1 par value, with\na liquidation preference of $10,000 per share (the “Series MM Preferred Stock”). Shares of the Series MM Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the\nseries.

Dividends. Dividends on the Series MM Preferred Stock are payable when, as, and if declared by our board of directors or a\nduly authorized committee of our board, at a rate of 4.20% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2021. Dividends on the Series MM Preferred Stock are neither\nmandatory nor cumulative.

Redemption. The Series MM Preferred Stock may be redeemed on any dividend payment date on or after\nSeptember 1, 2026, in whole at any time or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series MM Preferred Stock\nfollowing the occurrence of a “capital treatment event,” as described above.

6.875% Fixed-Rate Reset Non-Cumulative\nPreferred Stock, Series NN

On March 12, 2024, we issued an aggregate of 250,000 shares of 6.875% Fixed-Rate Reset Non-Cumulative\nPreferred Stock, Series NN, $1 par value, with a liquidation preference of $10,000 per share (the “Series NN Preferred Stock”). Shares of the Series NN Preferred Stock are represented by depositary shares, each representing a one-tenth\ninterest in a share of preferred stock of the series.

Dividends. Dividends on the Series NN Preferred Stock are payable when, as,\nand if declared by our board of directors or a duly authorized committee of our board, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024. From the date of issuance to, but excluding, June 1,\n2029,

\ndividends will accrue at a rate equal to 6.875% per annum, and thereafter, for each reset period, at a rate equal to a five-year treasury rate as of the most recent reset dividend determination\ndate plus a spread of 2.737% per annum. Dividends on the Series NN Preferred Stock are neither mandatory nor cumulative.

Redemption.\nThe Series NN Preferred Stock may be redeemed on any dividend payment date on or after June 1, 2029, in whole at any time or from time to time in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share),\nplus any declared and unpaid dividends. We may also redeem the Series NN Preferred Stock following the occurrence of a “capital treatment event,” as described above.

6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series OO

On February 4, 2025, we issued an aggregate of 300,000 shares of 6.500% Fixed-Rate Reset\nNon-Cumulative Preferred Stock, Series OO, $1 par value, with a liquidation preference of $10,000 per share (the “Series OO Preferred Stock”). Shares of the Series OO Preferred Stock are\nrepresented by depositary shares, each representing a one-tenth interest in a share of preferred stock of the series.

Dividends. Dividends on the Series OO Preferred Stock are payable when, as, and if declared by our board of directors or a duly\nauthorized committee of our board, quarterly in arrears, on January 1, April 1, July 1 and October 1 of each year, beginning on April 1, 2025. From the date of issuance to, but excluding, April 1, 2030, dividends will\naccrue at a rate equal to 6.500% per annum, and thereafter, for each reset period, at a rate equal to a five-year treasury rate as of the most recent reset dividend determination date plus a spread of 2.152% per annum. Dividends on the Series OO\nPreferred Stock are neither mandatory nor cumulative.

Redemption. The Series OO Preferred Stock may be redeemed on any dividend\npayment date on or after April 1, 2030, in whole at any time or from time to time 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. We may also redeem\nthe Series OO Preferred Stock following the occurrence of a “capital treatment event,” as described above.

DESCRIPTION OF DEPOSITARY SHARES

General. We may, at our option, elect to offer depositary shares representing fractional interests in shares of preferred stock. If we\ndo, we will arrange the issuance by a depositary of receipts for depositary shares, and each of those depositary shares will represent a fractional interest in a share of a particular series of preferred stock. We will specify that fractional\ninterest in the applicable prospectus supplement.

The shares of any series of preferred stock underlying the depositary shares offered by\nuse of this prospectus and an applicable prospectus supplement will be deposited under a deposit agreement between us and a depositary selected by us. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled,\nin proportion to the applicable fractional interest in the share of preferred stock underlying that depositary share, to all the powers, preferences and rights of the preferred stock underlying that depositary share, in proportion to the applicable\nfractional interest in a share of the preferred stock which those depositary shares represent. Those rights include dividend, voting, redemption, conversion and liquidation rights.

The depositary shares offered by use of this prospectus and an applicable prospectus supplement will be evidenced by depositary receipts\nissued under the deposit agreement. The depositary will issue depositary receipts to those persons who purchase the fractional interests in the preferred stock underlying the depositary shares, in accordance with the terms of the offering. The\nfollowing summary of the deposit agreement, the depositary shares and the depositary receipts is not complete. You should refer to the forms of the deposit agreement and depositary receipts that are filed as exhibits to the registration statement.\n

Dividends and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received in\nrespect of the preferred stock to the record holders of related depositary receipts in proportion to the number of depositary shares owned by those holders.

If we make a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary\nreceipts that are entitled to receive the distribution as nearly as practicable in proportion to the number of depositary shares held by each holder, unless the depositary determines that it is not feasible to make the distribution. If this occurs,\nthe depositary may, with our approval, adopt a method of distribution that it deems practicable, including the sale of the property and distribution of the net proceeds from the sale to the applicable holders of the depositary receipts.

Redemption of Depositary Shares. Upon redemption, in whole or in part, of shares of any series of preferred stock that are held by the\ndepositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of preferred stock so redeemed. The redemption price per depositary share will be equal to the applicable fraction of the\nredemption price per share payable with respect to that series of the preferred stock.

Depositary shares called for redemption will no\nlonger be outstanding after the applicable redemption date, and all rights of the holders of those depositary shares will cease, except the right to receive any money, securities, or other property upon surrender to the depositary of the depositary\nreceipts evidencing those depositary shares.

Voting the Preferred Stock. Upon receipt of notice of any meeting at which the\nholders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares representing that preferred stock. Each record holder of those depositary\nshares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the preferred stock underlying that\nholder’s depositary shares. The depositary will try, to the extent practicable, to vote the number of shares of preferred stock underlying those depositary shares in accordance with those instructions, and we will agree to take all action that\nthe depositary deems necessary in order to enable the depositary to do so. The depositary will not vote the shares of preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing the\npreferred stock.

Amendment and Termination of the Deposit Agreement. We and the depositary may amend\nthe form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement at any time regarding any depositary shares offered by use of this prospectus and an applicable prospectus supplement. However, any amendment\nthat materially and adversely alters the rights of the holders of depositary shares or would be materially and adversely inconsistent with the rights granted to holders of the underlying preferred stock pursuant to our certificate of incorporation\nwill not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or by the depositary only if:

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all outstanding depositary shares have been redeemed; or

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there has been a final distribution of the underlying preferred stock in connection with our liquidation,\ndissolution or winding up and the preferred stock has been distributed to the holders of depositary receipts.

Charges of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of the\ndepositary arrangements regarding any depositary shares offered by use of this prospectus and an applicable prospectus supplement. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and any\nredemption of the preferred stock. Holders of depositary receipts will pay transfer and other taxes and governmental charges and other charges with respect to their depositary receipts as expressly provided in the deposit agreement.

Resignation and Removal of Depositary. The depositary for the depositary shares offered by use of this prospectus and an applicable\nprospectus supplement may resign at any time by delivering a notice to us of its election to do so. We may remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its\nacceptance of its appointment. We must appoint a successor depositary within 60 days after delivery of the notice of resignation or removal.

Miscellaneous. The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to\nthe depositary and that we are required to furnish to the holders of the preferred stock.

Neither we nor the depositary will be liable if\neither of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performing in good faith our\nrespective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding relating to any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the\ndepositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons we believe to be competent, and on documents we\nbelieve to be genuine.

DESCRIPTION OF COMMON STOCK

As of the date of this prospectus, we are authorized to issue up to 9,000,000,000 shares of common stock. As of December 31, 2024, we had\n2,797,620,401 shares of common stock issued and outstanding (which excludes 1,307,313,494 shares held in treasury).

The following summary\nis not complete. You should refer to the applicable provisions of our certificate of incorporation and to the DGCL for a complete statement of the terms and rights of our common stock.

Dividends. Holders of common stock are entitled to receive dividends if, as and when declared by our board of directors out of funds\nlegally available for payment, subject to the rights of holders of our preferred stock.

Voting Rights. Each holder of common stock is entitled to one vote per share. Subject\nto the rights, if any, of the holders of any series of preferred stock under its applicable certificate of designations and applicable law, all voting rights are vested in the holders of shares of our common stock. Holders of shares of our common\nstock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors and the holders of the remaining shares will not be able to elect any directors.\n

Rights Upon Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or winding-up, the holders of our\ncommon stock will be entitled to share equally in any of our assets available for distribution after we have paid in full all of our debts and after the holders of all series of our outstanding preferred stock have received their liquidation\npreferences in full.

Miscellaneous. The issued and outstanding shares of common stock are fully paid and nonassessable. Holders of\nshares of our common stock are not entitled to preemptive rights or to the benefit of any sinking funds. Our common stock is not convertible into shares of any other class of our capital stock. Computershare Inc is the transfer agent, registrar and\ndividend disbursement agent for our common stock.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock or common stock. We may issue warrants independently or together\nwith debt securities, preferred stock, common stock or other securities, other property or any combination of those securities in the form of units. Each series of warrants will be issued under a separate warrant agreement to be entered into between\nus and a bank or trust company (which may be the Bank), as warrant agent. The warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation to, or relationship of agency or trust for or with,\nany registered holders or beneficial owners of warrants. This summary of certain provisions of the warrants and the warrant agreement is not complete. You should refer to the warrant agreement relating to the specific warrants being offered,\nincluding the forms of warrant certificates representing those warrants, for the complete terms of the warrant agreement and the warrants. Forms of those documents are filed as exhibits to the registration statement.

Each warrant will entitle the holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common\nstock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. The exercise price may be subject to adjustment upon the occurrence of certain events, as set forth in the prospectus supplement. We will\nalso specify in the prospectus supplement the place or places where, and the manner in which, warrants may be exercised. After the close of business on the expiration date of the warrants, unexercised warrants will become void.

Prior to the exercise of any warrants, holders of the warrants will not have any of the rights of holders of the debt securities, preferred\nstock or common stock, as the case may be, that may be purchased upon exercise of those warrants, including, (1) in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, and premium, if any, or\ninterest, if any, on those debt securities or to enforce covenants in the senior indenture or subordinated indenture, as the case may be, or (2) in the case of warrants for the purchase of preferred stock or common stock, the right to receive\npayments of dividends, if any, on that preferred stock or common stock or to exercise any applicable right to vote.

DESCRIPTION OF UNITS

We may issue units that will consist of any combination of debt securities, preferred stock, common stock and warrants issued by us,\ndepositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property. We may issue units in one or more series, which will be described in the\napplicable prospectus supplement. Each series of units will be issued under a separate unit agreement to be entered into between us and a bank or trust company (which may be the Bank), as unit agent. The below summary of certain provisions of the\nunits and unit agreements is not complete. You should refer to the unit agreement for the complete terms of the unit agreement and the units. Forms of those documents will be filed as exhibits to or incorporated by reference in the registration\nstatement.

Unless otherwise specified in the applicable prospectus supplement, each unit will be issued so that the holder of the unit is\nalso the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in\nthe unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe the particular terms of any series of units being offered in the prospectus supplement relating to that series of units. Those\nterms may include:

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the designation and the terms of the units and any combination of debt securities, preferred stock, common stock\nand warrants issued by us, depositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property constituting the units, including and whether and under\nwhat circumstances the debt securities, preferred stock, common stock and warrants issued by us, depositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or\nother securities may be traded separately;

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any additional terms of the governing unit agreement;

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any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt\nsecurities, preferred stock, common stock and warrants issued by us, depositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property constituting\nthe units; and

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any applicable U.S. federal income tax consequences.

The terms and conditions described under “Description of Debt Securities,” “Description of Preferred Stock,”\n“Description of Common Stock” and “Description of Warrants” will apply to each unit and to any debt securities, preferred stock, common stock or warrants issued by us, depositary shares representing preferred stock issued by\nus, debt obligations or other securities of an entity affiliated or not affiliated with us or other property included in each unit, unless otherwise specified in the applicable prospectus supplement.

An investment in units may involve special risks, including risks associated with indexed securities and currency-related risks if the\nsecurities comprising the units are linked to an index or are payable in or otherwise linked to a non-U.S. dollar currency.

BOOK-ENTRY ISSUANCE

We may issue series of any securities as global securities and deposit them with a depositary with respect to that series for settlement and\nclearance through a book-entry settlement system, as indicated in the applicable prospectus supplement. The following is a summary of the depositary arrangements applicable to securities issued in permanent global form and for which The Depository\nTrust Company (“DTC”) will act as depositary (the “global securities”).

Each global security will be deposited\nwith, or on behalf of, DTC, as depositary, or its nominee and registered in the name of a nominee of DTC. Except under the limited circumstances described below, global securities will not be exchangeable for certificated securities.

Only institutions that have accounts with DTC or its nominee (“DTC participants”) or persons that may hold interests through DTC\nparticipants may own beneficial interests in a global security. DTC will maintain records evidencing ownership of beneficial interests by DTC participants in the global securities and transfers of those ownership interests. DTC participants will\nmaintain records evidencing ownership of beneficial interests in the global securities by persons that hold through those DTC participants and transfers of those ownership interests within those DTC participants. DTC has no knowledge of the actual\nbeneficial owners of the securities. You will not receive written confirmation from DTC of your purchase, but we do expect that you will receive written confirmations providing details of the transaction, as well as periodic statements of your\nholdings, from the DTC participant through which you entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of those securities in certificated form. Those laws may impair your\nability to transfer beneficial interests in a global security.

DTC has advised us that upon the issuance of a global security and the\ndeposit of that global security with DTC, DTC will immediately credit, on its book-entry registration and transfer system, the respective principal amounts or number of shares represented by that global security to the accounts of DTC participants.\n

We will make payments on securities represented by a global security to DTC or its nominee, as the case may be, as the registered owner\nand holder of the global security representing those securities. DTC has advised us that upon receipt of any payment on a global security, DTC will immediately credit accounts of DTC participants with payments in amounts proportionate to their\nrespective beneficial interests in that security, as shown in the records of DTC. Standing instructions and customary practices will govern payments by DTC participants to owners of beneficial interests in a global security held through those DTC\nparticipants, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.” Those payments will be the sole responsibility of those DTC participants, subject to any statutory or\nregulatory requirements in effect from time to time.

None of JPMorganChase, the trustees, the depositary or any of our respective agents\nwill have any responsibility or liability for any aspect of the records of DTC, any nominee or any DTC participant relating to, or payments made on account of, beneficial interests in a global security or for maintaining, supervising or reviewing\nany of the records of DTC, any nominee or any DTC participant relating to those beneficial interests.

A global security is exchangeable\nfor certificated securities registered in the name of a person other than DTC or its nominee only if:

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DTC notifies us that it is unwilling or unable to continue as depositary for that global security or DTC ceases\nto be registered under the Securities Exchange Act of 1934;

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we determine in our discretion that the global security will be exchangeable for certificated securities in\nregistered form; or

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if applicable to the particular type of security, there shall have occurred and be continuing an event of default\nor an event which, with notice or the lapse of time or both, would constitute an event of default under the securities.

Any global security that is exchangeable as described in the preceding sentence will be\nexchangeable in whole for certificated securities in registered form, and, in the case of global debt securities, of like tenor and of an equal aggregate principal amount as the global security, in denominations of $1,000 and integral multiples of\n$1,000 (or in denominations and integral multiples as otherwise specified in the applicable prospectus supplement). The registrar for the securities will register the certificated securities in the name or names instructed by DTC. We expect that\nthose instructions may be based upon directions received by DTC from DTC participants with respect to ownership of beneficial interests in the global security. In the case of global debt securities, we will make payment of any principal and interest\non the certificated securities and will register transfers and exchanges of those certificated securities at the corporate trust office of The Bank of New York Mellon or any successor paying agent that we may designate. However, we may elect to pay\ninterest by check mailed to the address of the person entitled to that interest payment as of the record date, as shown on the register for the securities.

Except as provided above, as an owner of a beneficial interest in a global security, you will not be entitled to receive physical delivery of\nsecurities in certificated form and will not be considered a holder of securities for any purpose under either of the indentures. No global security will be exchangeable except for another global security of like denomination and tenor to be\nregistered in the name of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and the DTC participant through which you own your interest to exercise any rights of a holder under the global security or the applicable indenture.\n

We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial\ninterest in a global security desires to take any action that a holder is entitled to take under the securities or the indentures, DTC would authorize the DTC participants holding the relevant beneficial interests to take that action, and those DTC\nparticipants would authorize beneficial owners owning through those DTC participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

DTC has advised us that DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization”\nwithin the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the\nSecurities Exchange Act of 1934.

If specified in the applicable prospectus supplement, investors may elect to hold interests in the\nglobal securities deposited with DTC outside the United States through Clearstream Banking, S.A. (“Clearstream”) or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), if they are participants in those\nsystems, or indirectly through organizations that are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and\nEuroclear’s names on the books of their respective depositaries. Those depositaries in turn hold those interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Unless otherwise specified in the\nprospectus supplement, The Bank of New York Mellon will act as depositary for each of Clearstream and Euroclear in the case of global debt securities.

Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for\nits participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry transfers between their accounts. Clearstream provides its participants with, among other things,\nservices for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries through established depository\nand custodial relationships. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector, also known as the Commission de Surveillance du Secteur Financier.\nClearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Clearstream’s participants in the\nUnited States are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship\nwith Clearstream participants.

Distributions with respect to interests in global securities held through Clearstream will\nbe credited to cash accounts of its customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.

Euroclear has advised us that it was created in 1968 to hold securities for its participants and to clear and settle transactions between\nEuroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear\nprovides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank SA/NV under contract with Euroclear plc, a U.K. corporation. Euroclear\nparticipants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial\nrelationship with a Euroclear participant, either directly or indirectly.

Distributions with respect to interests in global securities\nheld beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with Euroclear’s terms and conditions and operating procedures and applicable Belgian law, to the extent received by the U.S.\ndepositary for Euroclear.

Global Clearance and Settlement Procedures

Unless otherwise specified in a prospectus supplement with respect to a particular series of global securities, initial settlement for global\nsecurities will be made in immediately available funds. DTC participants will conduct secondary market trading with other DTC participants in the ordinary way in accordance with DTC rules. Thereafter, secondary market trades will settle in\nimmediately available funds using DTC’s same day funds settlement system.

If the prospectus supplement specifies that interests in\nthe global securities may be held through Clearstream or Euroclear, Clearstream customers and/or Euroclear participants will conduct secondary market trading with other Clearstream customers and/or Euroclear participants in the ordinary way in\naccordance with the applicable rules and operating procedures of Clearstream and Euroclear. Thereafter, secondary market trades will settle in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through\nClearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by the U.S. depositary for that system; however, those\ncross-market transactions will require delivery by the counterparty in the relevant European international clearing system of instructions to that system in accordance with its rules and procedures and within its established deadlines (European\ntime). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary for that system to take action to effect final settlement on its behalf by delivering\nor receiving interests in global securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions\ndirectly to DTC.

Because of time-zone differences, credits of interests in global securities received in Clearstream or Euroclear as a\nresult of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Those credits or any transactions in global securities settled\nduring that processing will be reported to the relevant Euroclear participants or Clearstream customers on that business day. Cash received in Clearstream or Euroclear as a result of sales of interests in global securities by or through a\nClearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement\nin DTC.

Although DTC, Clearstream and Euroclear have agreed to the procedures described above in order to facilitate transfers of\ninterests in global securities among DTC participants, Clearstream and Euroclear, they are under no obligation to perform those procedures and those procedures may be discontinued at any time.

Special Provisions Relating to Certain Foreign Currency Securities

If specified in the applicable prospectus supplement, book-entry securities denominated in currencies other than U.S. dollars may be held\ndirectly through participants in the systems of Clearstream or Euroclear, or indirectly through organizations that are participants in such systems. Such securities will be issued in the form of one or more global certificates (the\n“international global securities”), which will be registered in the name of a nominee for, and shall be deposited with, a common depositary for Clearstream and/or Euroclear. If a particular tranche or series of securities is issued\nutilizing both a global security and an international global security, in order to allow transfers between account holders utilizing the different book-entry systems the registrar will adjust the amounts of the global securities on the register for\nthe accounts of the nominees for the respective systems.

Unless otherwise specified in the applicable prospectus supplement, with\nrespect to an international global security, distributions of principal and interest for a global debt security and dividends for a global equity security will be credited, in the specified currency, to the extent received by Clearstream or\nEuroclear, to the cash accounts of Clearstream or Euroclear customers in accordance with the relevant system’s rules and procedures. If the prospectus supplement provides for both a global security and an international global security or if a\nbeneficial interest in a global security is held by a participant in Clearstream or Euroclear, then a holder of a beneficial interest in a global security will receive all payments in U.S. dollars in accordance with DTC’s rules and procedures,\nunless it has, or participants through which it holds its beneficial interest have, made other arrangements.

Relationship of Accountholders with\nClearing Systems

Unless otherwise specified in the applicable prospectus supplement, each of the persons shown in the records of\nClearstream, Euroclear or any other clearing system as the holder of the securities represented by the global securities must look solely to Clearstream or Euroclear for such holder’s share of each payment made by or on behalf of JPMorganChase\nto Clearstream or Euroclear, and in relation to all other rights arising under the global securities, subject to and in accordance with the respective rules and procedures of Clearstream or Euroclear. Such persons shall have no claim directly\nagainst JPMorganChase in respect of payments due on the securities for so long as the securities are represented by global securities and such obligations of JPMorganChase will be discharged by payment to Clearstream or Euroclear in respect of each\namount so paid.

PLAN OF DISTRIBUTION

We may sell the debt securities, preferred stock, depositary shares, common stock, warrants or units being offered by use of this prospectus\nand an applicable prospectus supplement:

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through underwriters;

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through dealers;

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through agents; or

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directly to purchasers.

We will set forth the terms of the offering of any securities being offered in the applicable prospectus supplement.

If we utilize underwriters in an offering of securities using this prospectus, we will execute an underwriting agreement with those\nunderwriters. The underwriting agreement will provide that the obligations of the underwriters with respect to a sale of the offered securities are subject to certain conditions precedent and that the underwriters will be obligated to purchase all\nthe offered securities if any of them are purchased, other than securities subject to an underwriter’s overallotment option. Underwriters may sell those securities to or through dealers. The underwriters may change any initial public offering\nprice and any discounts or concessions allowed or reallowed or paid to dealers from time to time. If we utilize underwriters in an offering of securities using this prospectus, the applicable prospectus supplement will contain a statement regarding\nthe intention, if any, of the underwriters to make a market in the offered securities.

If we utilize a dealer in an offering of\nsecurities using this prospectus, we will sell the offered securities to the dealer, as principal. The dealer may then resell those securities to the public at a fixed price or at varying prices to be determined by the dealer at the time of resale.\n

We may also use this prospectus to offer and sell securities through agents designated by us from time to time. Unless otherwise\nindicated in the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment.

Underwriters, dealers or agents participating in a distribution of securities by use of this prospectus and an applicable prospectus\nsupplement may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the offered securities, whether received from us or from purchasers of offered securities for whom they act\nas agent, may be deemed to be underwriting discounts and commissions under the Securities Act of 1933.

Under agreements that we may enter\ninto, underwriters, dealers or agents who participate in the distribution of securities by use of this prospectus and an applicable prospectus supplement may be entitled to indemnification by us against certain liabilities, including liabilities\nunder the Securities Act of 1933, or to contribution with respect to payments that those underwriters, dealers or agents may be required to make.

We may offer to sell securities either at a fixed price or at prices that may be changed, at market prices at the time of sale, at prices\nrelated to market prices or at negotiated prices.

Underwriters, dealers, agents or their affiliates may be customers of, engage in\ntransactions with, or perform services for, us and our subsidiaries in the ordinary course of business.

Our affiliates, including J.P.\nMorgan Securities LLC, may use this prospectus and the applicable prospectus supplement in connection with offers and sales of securities in the secondary market. Those affiliates may act as principal or agent in those transactions. Secondary market\nsales will be made at prices related to market prices at the time of sale.

We may also use this prospectus to directly solicit offers to purchase securities. Except as\nset forth in the applicable prospectus supplement, none of our directors, officers, or employees nor those of our bank subsidiaries will solicit or receive a commission in connection with those direct sales. Those persons may respond to inquiries by\npotential purchasers and perform ministerial and clerical work in connection with direct sales.

Conflicts of Interest

We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for any\noffering pursuant to this prospectus will comply with the requirements of Rule 5121 of the regulations of FINRA regarding a FINRA member firm’s underwriting of securities of an affiliate. In accordance with Rule 5121, J.P. Morgan Securities\nLLC may not make sales pursuant to this prospectus to any discretionary account without the prior approval of the customer.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and management’s assessment of the effectiveness of\ninternal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of JPMorgan Chase & Co. for\nthe year ended December 31, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.\n

LEGAL OPINIONS

Simpson Thacher & Bartlett LLP, New York, New York, will provide an opinion for us regarding the validity of the offered securities, and\nCravath, Swaine & Moore LLP, New York, New York, will provide such an opinion for the underwriters. Cravath, Swaine & Moore LLP acts as legal counsel to us and our subsidiaries in a substantial number of matters on a regular basis.

\n\n\n $\"LOGO\"$ \n

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