jpm-20250701

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): July 1, 2025

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.)

383 Madison Avenue,

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 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 July 1, 2025, JPMorgan Chase & Co. ("JPMorganChase" or the "Firm") issued a press release concerning its preliminary Stress Capital Buffer requirement and related matters. A copy of the Firm’s press release is attached as Exhibit 99. The information set forth in Exhibit 99 shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934.

This Current Report on Form 8-K (including the Exhibit hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of JPMorganChase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorganChase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorganChase’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which have been filed with the Securities and Exchange Commission and are available on JPMorganChase’s website (https://jpmorganchaseco.gcs-web.com/ir/sec-other-filings/overview) and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorganChase does not undertake to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit



Exhibit No.						Description of Exhibit

99						JPMorgan Chase & Co. press release dated July 1, 2025
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
			Jordan A. Costa
			Managing Director


Dated:			July 1, 2025

Exhibit 99


JPMorgan Chase & Co. 383 Madison Avenue, New York, NY 10179-0001 NYSE symbol: JPM www.jpmorganchase.com

News release: IMMEDIATE RELEASE

JPMorganChase Plans Dividend Increase and Has Authorized a New Common Share Repurchase Program

New York, July 1, 2025 – JPMorgan Chase & Co. (NYSE: JPM) (“JPMorganChase” or the “Firm”) announced today that its Board of Directors intends to increase the quarterly common stock dividend to $1.50 per share (up from the current $1.40 per share) for the third quarter of 2025. The Firm’s quarterly common stock dividends are subject to approval by the Board of Directors at the customary times that those dividends are declared.

In addition, the Firm’s Board of Directors has authorized a new common share repurchase program of $50 billion, effective July 1, 2025. The authorization to repurchase common shares will be used at management’s discretion, and the amount and timing of common share repurchases under the new authorization will be subject to various factors.

Under the current Stress Capital Buffer (“SCB”) framework, the Firm’s preliminary SCB requirement provided by the Federal Reserve is 2.5% (down from the current 3.3%) and the Firm’s Standardized Common Equity Tier 1 (“CET1”) capital ratio requirement including regulatory buffers is 11.5% (down from the current 12.3%). The Federal Reserve will provide the Firm with its final SCB requirement by August 31, 2025, and that requirement will become effective on October 1, 2025 and will remain in effect until September 30, 2026.

The Firm awaits the finalization of the Federal Reserve’s proposed rulemaking to reduce volatility in capital requirements, which would include averaging stress test results from the previous two consecutive years and modifying the annual effective date from October 1 to January 1.

Jamie Dimon, Chairman and CEO of JPMorganChase said: “We are steadfast in our commitment to serving our clients and communities, which include consumers, businesses of all sizes, schools, hospitals, cities, states, and countries, across all environments. We continue to make significant investments in products, people, and technology to grow our businesses and position the company for future success. The Board’s intended dividend increase, our second this year, represents a sustainable level of capital distribution to our shareholders and is supported by our strong financial performance. The new share repurchase program provides the ability to distribute capital to our shareholders over time, as we see fit. The Federal Reserve’s 2025 stress test results continue to demonstrate that banks are resilient, withstanding extreme hypothetical shocks while supporting the broader economy and financial markets. In addition to the Federal Reserve’s point-in-time stress test, we conduct hundreds of stress tests each week to protect our company from a wide range of possible outcomes. Our fortress balance


Investor Contact: Mikael Grubb 212-270-2479			Media Contact: Trish Wexler 202-916-3206

sheet, with significant excess capital and robust liquidity, enables us to be a pillar of strength – in both good times and bad times – allowing us to consistently serve our clients, communities, and countries throughout the world. We look forward to future proposals from the Federal Reserve on stress test models and scenarios that will increase transparency and address longstanding issues with the current SCB framework.”

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of JPMorgan Chase & Co.’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase & Co.’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase & Co.’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, which have been filed with the Securities and Exchange Commission and are available on JPMorgan Chase & Co.’s website (https://jpmorganchaseco.gcs-web.com/ir/sec-other-filings/overview), and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorgan Chase & Co. does not undertake to update any forward-looking statements.

JPMorgan Chase & Co. (NYSE: JPM) is a leading financial services firm based in the United States of America (“U.S.”), with operations worldwide. JPMorganChase had $4.4 trillion in assets and $351 billion in stockholders’ equity as of March 31, 2025. 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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Investor Contact: Mikael Grubb 212-270-2479			Media Contact: Trish Wexler 202-916-3206