8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 20, 2023
JPMORGAN CHASE & CO.
(Exact Name of Registrant<br><br> <br>as Specified in Charter)
Delaware	001-05805	13-2624428
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
383 Madison Avenue,<br><br> <br>New York, New York		10179
(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<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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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<br>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<br>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<br>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<br>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
Alerian MLP Index ETNs due May 24, 2024	AMJ	NYSE Arca, Inc.
Guarantee<br>of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC	JPM/32	The New York Stock Exchange

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 ☐

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Item 8.01.	Other Events

On April 20, 2023, JPMorgan Chase & Co. issued a press release announcing its replacement rate for certain outstanding floating rate and fixed-to-floating rate debt securities and certificates of deposit issued by JPMorgan Chase & Co., JPMorgan Chase Financial Company LLC and JPMorgan Chase Bank, N.A. that are linked to U.S. dollar LIBOR ICE Swap Rates of one or more tenors. This announcement applies only to securities and other instruments that are governed by New York law and settle through the facilities of The Depository Trust Company.

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

Item 9.01.	Financial Statements and Exhibits

(d)       Exhibits

99	Press Release of JPMorgan Chase & Co. dated April 20, 2023
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)

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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.<br><br> <br><br><br> <br>(Registrant)
By:	/s/ Scott L. Nearing
	Name:	Scott L. Nearing
	Title:	Assistant Corporate Secretary

Dated: April 20, 2023

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Exhibit99

JPMORGAN CHASEANNOUNCES ITS REPLACEMENT RATE FOR

OUTSTANDING SECURITIESAND OTHER INSTRUMENTS

LINKED TO U.S.DOLLAR LIBOR ICE SWAP RATES

New York, April 20, 2023 – JPMorgan Chase & Co. (NYSE: JPM) (“JPMorgan Chase” or the “Firm”) announced today its replacement rate for certain outstanding floating rate and fixed-to-floating rate debt securities and certificates of deposit issued by JPMorgan Chase, JPMorgan Chase Financial Company LLC and JPMorgan Chase Bank, N.A. (the “Issuers”) that are linked to U.S. dollar LIBOR ICE Swap Rates (“USD LIBOR ISR”) of one or more tenors.

In March 2021, the Alternative Reference Rates Committee (“ARRC”) suggested a fallback formula (the “ARRC fallback formula”) for USD LIBOR ISR that consists of using the U.S. dollar SOFR ICE Swap Rate (“USD SOFR ISR”), adding the tenor spread adjustment for 3-month U.S. dollar LIBOR of 0.26161% per annum and applying technical adjustments to account for differences in payment frequency and day count conventions between USD LIBOR and SOFR swaps. On June 8, 2022, the ARRC recommended that calculation agents consider the ARRC fallback formula in determining successor rates for USD LIBOR ISR where a legacy position cannot be proactively converted and its fallback provisions cannot be amended.

In the case of any of the above securities or instruments that permit the calculation agent to select a successor rate following the discontinuation of USD LIBOR ISR, the calculation agent has determined that, for the purposes of calculating any payment on any such securities or instruments that is to be determined using one or more USD LIBOR ISR after June 30, 2023, any such USD LIBOR ISR will be replaced by the USD SOFR ISR for the same tenor as such USD LIBOR ISR, subject to the adjustments, including the 0.26161% per annum tenor spread adjustment, in accordance with the ARRC fallback formula.

In the case of any of the above securities or instruments that permit the calculation agent to make a determination of the relevant rate in good faith and in a commercially reasonable manner if any applicable dealer poll does not yield a rate following the discontinuation of any USD LIBOR ISR, the calculation agent has determined that, for the purposes of calculating any payment on any such securities or instruments that is to be determined using one or more USD LIBOR ISR after June 30, 2023, it will reference the same replacement rate described above.

This announcement does not apply to any USD LIBOR ISR-linked securities or other instruments issued by the Issuers that are not governed by New York law and that do not settle through the facilities of The Depository Trust Company.

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 $3.7 trillion in assets and $303 billion in stockholders’ equity as of March 31, 2023. 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.

*InvestorContact:*Mikael Grubb

212-270-2479

*MediaContact:*Gurpreet Kaur

212-270-8894