8-K

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): September 1, 2022

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 September 1, 2022, JPMorgan Chase & Co. issued a press release announcing the redemption on October 3, 2022 of all of the 2,500,000 outstanding depositary shares, each representing a one-tenth interest in a share of JPMorgan Chase & Co.’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, par value $1.00 per share and with a liquidation preference of $10,000 (the “Series V Preferred Stock”), pursuant to the optional redemption provisions in the documents governing such depositary shares and the Series V Preferred Stock.

A copy of the press release referenced above is attached hereto as Exhibit 99.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

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.

Dated: September 1, 2022

EX-99

Exhibit 99

News release: IMMEDIATE RELEASE

JPMorgan Chase To Redeem All $2.5 Billion Of Its

Fixed-to-Floating RateNon-Cumulative Preferred Stock, Series V

Represented By Depositary Shares

New York, September 1, 2022 – JPMorgan Chase & Co. (NYSE: JPM) (“JPMorgan Chase” or the “Firm”) has announced that on October 3, 2022 it will redeem all of the 250,000 outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V (“Series V Preferred Stock”). The shares of Series V Preferred Stock are represented by 2,500,000 depositary shares (CUSIP: 48127FAA1), with each depositary share representing a one-tenth interest in a share of Series V Preferred Stock. The redemption price per share for the Series V Preferred Stock will be $10,000 (equivalent to $1,000 per depositary share).

Payment of the redemption price will be made on the redemption date of October 3, 2022, upon presentation and surrender of the depositary receipts evidencing the depositary shares to be redeemed to Computershare Inc., as Depositary, at 150 Royall Street, Canton, Massachusetts 02021. Depositary shares held in book-entry form shall be surrendered in accordance with applicable procedures of The Depository Trust Company.

October 3, 2022 is also the final dividend payment date for the Series V Preferred Stock and the depositary shares. The record date for that dividend is September 1, 2022.

JPMorgan Chase & Co. (NYSE: JPM) is a leading financial services firm based in the United States of America (“U.S.”), with operations worldwide. JPMorgan Chase had $3.8 trillion in assets and $286.1 billion in stockholders’ equity as of June 30, 2022. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers in the U.S., and many of the world’s most prominent corporate, institutional and government clients globally. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

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