JPMORGAN CHASE & CO 8-K

What Happened
JPMorgan Chase & Co. announced it closed a public offering on February 5, 2026, of $3,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2037. The offering was registered under the Securities Act pursuant to the company's Form S-3 registration statement. A legal opinion from Simpson Thacher & Bartlett LLP regarding the legality of the Subordinated Notes is filed as Exhibit 5.1 to the 8-K.

Key Details

• Amount: $3,000,000,000 aggregate principal of Subordinated Notes.
• Security: Fixed-to-Floating Rate Subordinated Notes maturing in 2037.
• Closing date: February 5, 2026.
• Registration and legal filings: Offering registered on Form S-3 (File No. 333-285537); legal opinion (Exhibit 5.1) and counsel consent (Exhibit 23.1, included in 5.1) filed with the 8-K.

Why It Matters
This filing documents a material debt issuance that increases JPMorgan Chase’s outstanding subordinated debt by $3.0 billion and affects the firm’s long-term capital and liability profile. The fixed-to-floating structure means interest payments will be fixed initially and then reset to a floating rate per the offering terms, which can influence future interest expense as market rates change. The inclusion of the legal opinion confirms the issuer’s compliance with required offering formalities.