JPM 8-K: Smart Summary

On May 7, 2026, JPMorgan Chase & Co. issued 300,000 shares of its 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, with a liquidation preference of $10,000 per share, deposited against 3,000,000 depositary shares each representing a one-tenth interest, issued by Computershare Inc. as depositary.

• Certificate of Designations (Articles of Incorporation — Series PP Preferred Stock) — Filed with the Secretary of State of the State of Delaware on May 6, 2026; established the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the newly designated Series PP Preferred Stock; no prior provision existed for this series. Became effective upon filing.

• Issuer: JPMorgan Chase & Co.
• Issuance date: May 7, 2026
• Series: 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP
• Shares issued: 300,000 shares of Series PP Preferred Stock
• Par value: $1.00 per share
• Liquidation preference: $10,000 per share
• Aggregate liquidation preference: $3,000,000,000
• Depositary shares issued: 3,000,000, each representing a one-tenth interest in one share of Series PP Preferred Stock
• CUSIP: 48128BAR2
• Depositary, Registrar, and Transfer Agent: Computershare Inc., 150 Royall Street, Canton, Massachusetts 02021
• Deposit Agreement dated: May 7, 2026
• Certificate of Designations filed with the Secretary of State of the State of Delaware on May 6, 2026
• Dividend rate: 6.100% per annum on liquidation preference from original issue date to, but excluding, July 1, 2031 (the 'First Reset Date')
• After First Reset Date: Treasury Rate (5-year constant maturity, averaged over five Business Days prior to Reset Dividend Determination Date) plus a spread of 2.080% per annum
• Dividends are non-cumulative
• Dividends payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning July 1, 2026
• Dividend calculation basis: 360-day year of twelve 30-day months
• Reset Dates: First Reset Date (July 1, 2031) and each subsequent fifth anniversary thereof
• Reset Dividend Determination Date: three Business Days prior to the beginning of each Reset Period
• Restrictions on Company's ability to pay dividends on, make distributions with respect to, or redeem, purchase, acquire, or make liquidation payments on common stock or junior/parity preferred stock if dividends on Series PP are not declared for the most recently completed dividend period, or if liquidation distributions of $10,000 per share plus declared and unpaid dividends are not paid
• Each share of Series PP Preferred Stock entitled to one vote; each Depositary Share entitled to one-tenth of a vote
• Depositary Share redemption price per share: one-tenth of the redemption price per share of Preferred Stock, plus declared and unpaid dividends
• Company must give Depositary not less than 15 nor more than 70 days' prior written notice of any optional redemption
• Depositary must mail redemption notice to holders not less than 5 and not more than 60 days prior to redemption date
• Depositary liability limited to amount of annual fees paid by the Company to the Depositary or any Registrar or Transfer Agent
• Deposit Agreement governed by the laws of the State of New York
• Deposit Agreement may be amended without holder consent except for amendments that materially and adversely alter rights of Receipt holders, which require approval of holders of Receipts evidencing at least a majority of Depositary Shares then outstanding
• Deposit Agreement terminates only upon redemption of all outstanding Depositary Shares or final liquidation distribution
• Company pays all transfer taxes and governmental charges arising from depositary arrangements and all charges related to initial deposit and initial issuance of Depositary Shares and any Company-option redemption
• Successor depositary must be appointed within 60 days of resignation or removal of Depositary

• Offering completed May 7, 2026 via Underwriting Agreement dated April 30, 2026 with J.P. Morgan Securities LLC and other underwriters
• 300,000 shares of Series PP Preferred Stock issued, deposited against delivery of 3,000,000 Depositary Shares (each Depositary Share represents a one-tenth interest in one Preferred Share)
• Preferred Stock: 6.100% Fixed-Rate Reset Non-Cumulative, $1.00 par value per share, liquidation preference $10,000 per share
• Offering made pursuant to Registration Statement on Form S-3 (File No. 333-285537)
• Depositary: Computershare Inc., under a Deposit Agreement dated May 7, 2026
• Legal opinion on legality of Depositary Shares and Series PP Preferred Stock filed as Exhibit 5.1 by Simpson Thacher & Bartlett LLP