Form 8-K - Current report

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): January 24, 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.

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 January 24, 2025, JPMorgan Chase & Co. closed public offerings of (i) $750,000,000 aggregate principal amount of Floating Rate Notes due 2029 (the “Floating Rate Notes”), (ii) $2,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2029 (the “2029 Fixed-to-Floating Rate Notes”), (iii) $2,500,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2031 (the “2031 Fixed-to-Floating Rate Notes”) and (iv) $2,750,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2036 (together with the Floating Rate Notes, the 2029 Fixed-to-Floating Rate Notes and the 2031 Fixed-to-Floating Rate Notes, the “Notes”).

The offerings of the Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-263304), as amended. In connection with these offerings, the legal opinion as to the legality of the Notes is being filed as Exhibit 5.1 to this report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


5.1		Opinion of Simpson Thacher & Bartlett LLP as to the legality of the Notes.

23.1		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).

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
Name:		Jordan A. Costa
Title:		Managing Director

Dated: January 24, 2025

Exhibit 5.1


Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE NEW YORK, NY 10017-3954



TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502

Direct Dial Number				E-mail Address

January 24, 2025

JPMorgan Chase & Co.

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

We have acted as counsel to JPMorgan Chase & Co., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-263304) (as amended, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the issuance by the Company of $750,000,000 aggregate principal amount of Floating Rate Notes due 2029 (the “Floating Rate Notes”), $2,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2029 (the “2029 Fixed-to-Floating Rate Notes”), $2,500,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2031 (the “2031 Fixed-to-Floating Rate Notes”) and $2,750,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2036 (together with the Floating Rate Notes, the 2029 Fixed-to-Floating Rate Notes and the 2031 Fixed-to-Floating Rate Notes, the “Notes”), pursuant to the Underwriting Agreement, dated January 16, 2025 (the “Underwriting Agreement”), between the Company and the several underwriters named therein. The Notes are being issued under the Indenture, dated as of October 21, 2010 (as amended by the First Supplemental Indenture, dated as of January 13, 2017, between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), the “Indenture”), between the Company and the Trustee.

BEIJING

BOSTON

BRUSSELS

HONG KONG

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

WASHINGTON, D.C.


JPMorgan Chase & Co.		-2-		January 24, 2025

We have examined the Registration Statement; the Indenture; duplicates of the global notes representing the Notes; and the Underwriting Agreement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Notes have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee or The Bank of New York Mellon, as authenticating agent under the Indenture on behalf of the Trustee, upon payment and delivery in accordance with the provisions of the Underwriting Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.


JPMorgan Chase & Co.		-3-		January 24, 2025

Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated January 24, 2025 and to the use of our name under the caption “Legal Opinions” in the prospectus relating to the Notes included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Document and Entity Information	Jan. 24, 2025
Document And Entity Information [Line Items]
Entity Registrant Name	JPMORGAN CHASE & CO
Amendment Flag	false
Entity Central Index Key	0000019617
Document Type	8-K
Document Period End Date	Jan. 24, 2025
Entity Incorporation State Country Code	DE
Entity File Number	1-5805
Entity Tax Identification Number	13-2624428
Entity Address, Address Line One	383 Madison Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10179
City Area Code	(212)
Local Phone Number	270-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock
Trading Symbol	JPM
Security Exchange Name	NYSE
Depositary Shares One Four Hundredth Interestina Shareof 5.75 Not Cumulative Preferred Stock Series DD [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a one-four hundredth interest in a share of5.75% Non-Cumulative Preferred Stock, Series DD
Trading Symbol	JPM PR D
Security Exchange Name	NYSE
Depositary Shares One Four Hundredth Interestina Shareof 6.00 Not Cumulative Preferred Stock Series EE [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a one-four hundredth interest in a share of6.00% Non-Cumulative Preferred Stock, Series EE
Trading Symbol	JPM PR C
Security Exchange Name	NYSE
Depositary Shares One Four Hundredth Interestina Shareof 4.75 Not Cumulative Preferred Stock Series GG [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a one-four hundredth interest in a share of4.75% Non-Cumulative Preferred Stock, Series GG
Trading Symbol	JPM PR J
Security Exchange Name	NYSE
Depositary Shares Each Representing A One Four Hundredth Interest In A Share Of 455 Not Cumulative Preferred Stock Series JJ [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a one-four hundredth interest in a share of4.55% Non-Cumulative Preferred Stock, Series JJ
Trading Symbol	JPM PR K
Security Exchange Name	NYSE
Depositary Shares Each Representing A One Four Hundredth Interest In A Share Of 4625 Not Cumulative Preferred Stock Series LL [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a one-four hundredth interest in a share of4.625% Non-Cumulative Preferred Stock, Series LL
Trading Symbol	JPM PR L
Security Exchange Name	NYSE
Depositary Shares Each Representing A One Four Hundredth Interest In A Share Of 420 Not Cumulative Preferred Stock Series MM [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a one-four hundredth interest in a share of4.20% Non-Cumulative Preferred Stock, Series MM
Trading Symbol	JPM PR M
Security Exchange Name	NYSE
Guarantee Of Callable Fixed Rate Notes Due June 102032 Of JP Morgan Chase Financial Company LLC [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorganChase Financial Company LLC
Trading Symbol	JPM/32
Security Exchange Name	NYSE
Guarantee Of Alerian MLP Index ET Ns Due January 282044 Of JP Morgan Chase Financial Company LLC [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantee of Alerian MLP Index ETNs due January 28, 2044 of JPMorganChase Financial Company LLC
Trading Symbol	AMJB
Security Exchange Name	NYSEArca