Filed Pursuant to Rule 424(b)(2)
Registration No. 333-263304
Prospectus Supplement
(To Prospectus dated April 11, 2022)
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$2,000,000,000 Fixed-to-Floating Rate Notes
due 2028 Issue price: 100.000% |
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$2,750,000,000 Fixed-to-Floating Rate Notes
due 2030 Issue price: 100.000% |
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$3,500,000,000 Fixed-to-Floating Rate Notes due
2035 Issue price: 100.000% |
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$750,000,000 Floating Rate Notes due
2028 Issue price: 100.000% |
The fixed-to-floating rate notes due 2028, which we refer to as
the 2028 fixed-to-floating rate notes, will mature on July 22, 2028. The 2028 fixed-to-floating rate notes will bear interest from and including July 22, 2024 to, but excluding, July 22, 2027, at a fixed annual rate of 4.979%, payable
semi-annually in arrears, on January 22 and July 22 of each year, beginning on January 22, 2025 and including July 22, 2027. From and including July 22, 2027, the 2028 fixed-to-floating rate notes will bear interest at a floating annual rate equal
to a benchmark rate, which is expected to be Compounded SOFR (as defined herein), plus a spread of 0.930% per annum, payable quarterly in arrears, on October 22, 2027, January 22, 2028, April 22, 2028 and July 22, 2028.
The fixed-to-floating rate notes due 2030, which we refer to as the 2030 fixed-to-floating rate
notes, will mature on July 22, 2030. The 2030 fixed-to-floating rate notes will bear interest from and including July 22, 2024 to, but excluding, July 22, 2029, at a fixed annual rate of 4.995%, payable semi-annually in arrears, on January
22 and July 22 of each year, beginning on January 22, 2025 and including July 22, 2029. From and including July 22, 2029, the 2030 fixed-to-floating rate notes will bear interest at a floating annual rate equal to a benchmark rate, which is expected
to be Compounded SOFR, plus a spread of 1.125% per annum, payable quarterly in arrears, on October 22, 2029, January 22, 2030, April 22, 2030 and July 22, 2030.
The fixed-to-floating rate notes due 2035, which we refer to as the 2035 fixed-to-floating rate notes, will mature on July 22, 2035. The 2035 fixed-to-floating rate
notes will bear interest from and including July 22, 2024 to, but excluding, July 22, 2034, at a fixed annual rate of 5.294%, payable semi-annually in arrears, on January 22 and July 22 of each year, beginning on January 22, 2025 and including
July 22, 2034. From and including July 22, 2034, the 2035 fixed-to-floating rate notes will bear interest at a floating annual rate equal to a benchmark rate, which is expected to be Compounded SOFR, plus a spread of 1.460% per annum, payable
quarterly in arrears, on October 22, 2034, January 22, 2035, April 22, 2035 and July 22, 2035.
The floating rate notes due 2028, which we refer to as the floating rate notes, will mature on July 22, 2028. The floating rate notes will bear interest at a floating
annual rate equal to a benchmark rate, which will initially be Compounded SOFR, plus a spread of 0.930% per annum. Interest on the floating rate notes will accrue from July 22, 2024. We will pay interest on the floating rate notes quarterly in
arrears on January 22, April 22, July 22 and October 22 of each year, beginning on October 22, 2024.
We refer to the 2028 fixed-to-floating rate notes, the 2030 fixed-to-floating rate notes and the 2035 fixed-to-floating rate notes together as the fixed-to-floating rate
notes. We refer to the fixed-to-floating rate notes and the floating rate notes collectively as the notes. The notes are redeemable on the applicable dates and at the applicable redemption prices described in this prospectus supplement. There is no
sinking fund for the notes.
See Risk Factors
beginning on page S-3 for a discussion of certain risks that you should consider in connection with an investment in the notes.
The notes are unsecured and will have the same rank as our other unsecured and unsubordinated debt obligations.
The notes are not deposits or other obligations of a bank and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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Price to Public |
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Underwriting Discounts |
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Proceeds to Us |
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Per 2028 Fixed-to-Floating Rate Note |
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100.000% |
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0.250% |
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99.750% |
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Per 2030 Fixed-to-Floating Rate Note |
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100.000% |
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0.350% |
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99.650% |
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Per 2035 Fixed-to-Floating Rate Note |
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100.000% |
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0.450% |
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99.550% |
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Per Floating Rate Note |
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100.000% |
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0.250% |
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99.750% |
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Total |
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$9,000,000,000 |
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$32,250,000 |
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$8,967,750,000 |
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The notes will not be listed on any securities exchange.
Currently, there is no public trading market for the notes.
We expect to deliver the notes to
investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about July 22, 2024.
Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus 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 to market prices at the time of
sale.
July 15, 2024