摩根大通完成70亿美元高级票据发行，属常规融资交割披露

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
October 20, 2026
JPMorgan Chase & Co.
(Exact name of registrant as specified in its charter)
Delaware
1-5805
13-2624428
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. employer
identification no.)
270 Park Avenue
,
New York
,
New York
10017
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(212)
270-6000
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock
JPM
The New York Stock Exchange
Depositary Shares, each representing a
one-four
hundredth interest in a share of 5.75%
Non-Cumulative
Preferred Stock, Series DD
JPM PR D
The New York Stock Exchange
Depositary Shares, each representing a
one-four
hundredth interest in a share of 6.00%
Non-Cumulative
Preferred Stock, Series EE
JPM PR C
The New York Stock Exchange
Depositary Shares, each representing a
one-four
hundredth interest in a share of 4.75%
Non-Cumulative
Preferred Stock, Series GG
JPM PR J
The New York Stock Exchange
Depositary Shares, each representing a
one-four
hundredth interest in a share of 4.55%
Non-Cumulative
Preferred Stock, Series JJ
JPM PR K
The New York Stock Exchange
Depositary Shares, each representing a
one-four
hundredth interest in a share of 4.625%
Non-Cumulative
Preferred Stock, Series LL
JPM PR L
The New York Stock Exchange
Depositary Shares, each representing a
one-four
hundredth interest in a share of 4.20%
Non-Cumulative
Preferred Stock, Series MM
JPM PR M
The New York Stock Exchange
Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC
JPM/32
The New York Stock Exchange
Guarantee of Alerian MLP Index ETNs due January 28, 2044 of JPMorgan Chase Financial Company LLC
AMJB
NYSE Arca, Inc.
Guarantee of Inverse VIX Short-Term Futures ETNs due March 22, 2045 of JPMorgan Chase Financial Company LLC
VYLD
NYSE Arca, Inc.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01.
Other Events.
On October 20, 2026, JPMorgan Chase & Co. closed public offerings of (i) $350,000,000 aggregate principal amount of Floating Rate Notes due 2030 (the “Floating Rate Notes”), (ii) $2,900,000,000 aggregate principal amount of
Fixed-to-Floating
Rate Notes due 2030 (the “2030
Fixed-to-Floating
Rate Notes”) and (iii) $3,750,000,000 aggregate principal amount of
Fixed-to-Floating
Rate Notes due 2037 (together with the Floating Rate Notes and the 2030
Fixed-to-Floating
Rate Notes, the “Notes”).
The offerings of the Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form
S-3
(File
No. 333-285537),
as amended. In connection with these offerings, the legal opinion as to the legality of the Notes is being filed as Exhibit 5.1 to this report.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
5.1
Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Notes.
23.1
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
101
Pursuant to Rule 406 of Regulation
S-T,
the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JPMORGAN CHASE & CO.
(Registrant)
By:
/s/ Jordan A. Costa
Name:
Jordan A. Costa
Title:
Managing Director
Dated: October 20, 2026

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EX-5.1
2
d351999dex51.htm
EX-5.1
EX-5.1
Exhibit 5.1
Simpson Thacher & Bartlett
LLP
425
LEXINGTON
AVENUE
NEW
YORK
,
NY
10017-3954
_______________
TELEPHONE
:
+1-212-455-2000
FACSIMILE
:
+1-212-455-2502
Direct Dial Number
E-mail
Address
October 20, 2026
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
To the Addressee Stated Above:
We have acted as counsel to JPMorgan Chase & Co., a Delaware corporation (the “Company”), in connection with the
Registration Statement on Form
S-3
(File No. 333-285537) (as amended, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended, and the issuance by the Company of $350,000,000 aggregate principal amount of Floating Rate Notes due 2030 (the “Floating Rate Notes”), $2,900,000,000 aggregate
principal amount of
Fixed-to-Floating
Rate Notes due 2030 (the “2030
Fixed-to-Floating
Rate Notes”) and $3,750,000,000 aggregate principal amount of
Fixed-to-Floating
Rate Notes due 2037 (together with the Floating Rate Notes and the 2030
Fixed-to-Floating
Rate Notes, the “Notes”), pursuant to the Underwriting Agreement, dated October 13, 2026 (the “Underwriting Agreement”),
between the Company and the several underwriters named therein. The Notes are being issued under the Indenture, dated as of October 21, 2010 (as amended by the First Supplemental Indenture, dated as of January 13, 2017, between the Company
and Deutsche Bank Trust Company Americas (the “Trustee”), the “Indenture”), between the Company and the Trustee.
BEIJING BOSTON BRUSSELS DALLAS HONG KONG HOUSTON LONDON LOS ANGELES LUXEMBOURG PALO
ALTO SAN FRANCISCO SÃO PAULO TOKYO WASHINGTON, D.C.
JPMorgan Chase & Co.
-2-
October 20, 2026
We have examined the Registration Statement; the Indenture; duplicates of the global notes
representing the Notes; and the Underwriting Agreement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other
instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions
hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, including
electronic signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and
the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Notes
have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee or The Bank of New York Mellon, as authenticating agent under the Indenture on behalf of the Trustee, upon payment and delivery in
accordance with the provisions of the Underwriting Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
JPMorgan Chase & Co.
-3-
October 20, 2026
We do not express any opinion herein concerning any law other than the law of the State of
New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Company’s Current Report on Form
8-K
dated October 20, 2026 and to the use of our name under the caption “Legal Opinions” in the prospectus relating to the Notes included in the
Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP