false 0000019617 0000019617 2024-07-22 2024-07-22 0000019617 jpm:GuaranteeOfCallableFixedRateNotesDueJune102032OfJPMorganChaseFinancialCompanyLLCMember 2024-07-22 2024-07-22 0000019617 jpm:GuaranteeOfAlerianMLPIndexETNsDueJanuary282044OfJPMorganChaseFinancialCompanyLLCDomain 2024-07-22 2024-07-22 0000019617 us-gaap:CommonStockMember 2024-07-22 2024-07-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof5.75NonCumulativePreferredStockSeriesDDMember 2024-07-22 2024-07-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof6.00NonCumulativePreferredStockSeriesEEMember 2024-07-22 2024-07-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestinaShareof4.75NonCumulativePreferredStockSeriesGGMember 2024-07-22 2024-07-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf455NonCumulativePreferredStockSeriesJJMember 2024-07-22 2024-07-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf4625NonCumulativePreferredStockSeriesLLMember 2024-07-22 2024-07-22 0000019617 jpm:DepositarySharesOneFourHundredthInterestInAShareOf420NonCumulativePreferredStockSeriesMMMember 2024-07-22 2024-07-22

 

 

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 22, 2024

 

 

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 July 22, 2024, JPMorgan Chase & Co. closed public offerings of (i) $750,000,000 aggregate principal amount of Floating Rate Notes due 2028 (the “Floating Rate Notes”), (ii) $2,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2028 (the “2028 Fixed-to-Floating Rate Notes”), (iii) $2,750,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2030 (the “2030 Fixed-to-Floating Rate Notes”) and (iv) $3,500,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2035 (together with the Floating Rate Notes, the 2028 Fixed-to-Floating Rate Notes and the 2030 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: July 22, 2024

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

July 22, 2024

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 2028 (the “Floating Rate Notes”), $2,000,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2028 (the “2028 Fixed-to-Floating Rate Notes”), $2,750,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2030 (the “2030 Fixed-to-Floating Rate Notes”) and $3,500,000,000 aggregate principal amount of Fixed-to-Floating Rate Notes due 2035 (together with the Floating Rate Notes, the 2028 Fixed-to-Floating Rate Notes and the 2030 Fixed-to-Floating Rate Notes, the “Notes”), pursuant to the Underwriting Agreement, dated July 15, 2024 (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   BRUSSELS   HONG KONG   HOUSTON   LONDON   LOS ANGELES   PALO ALTO   SÃO PAULO   TOKYO   WASHINGTON, D.C.

JPMorgan Chase & Co.    -2-    July 22, 2024

 

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.

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.

JPMorgan Chase & Co.    -3-    July 22, 2024

 

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 July 22, 2024 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
v3.24.2
Document and Entity Information
Jul. 22, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 22, 2024
Entity Registrant Name JPMorgan Chase & Co
Entity Incorporation State Country Code DE
Entity File Number 1-5805
Entity Tax Identification Number 13-2624428
Entity Address Address Line 1 383 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
Amendment Flag false
Entity Central Index Key 0000019617
Common stock [Member]  
Entity Information [Line Items]  
Security 12b Title Common stock
Trading Symbol JPM
Security Exchange Name NYSE
Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD [Member]  
Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD
Trading Symbol JPM PR D
Security Exchange Name NYSE
Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE [Member]  
Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, Series EE
Trading Symbol JPM PR C
Security Exchange Name NYSE
Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, Series GG [Member]  
Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% 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 4.55% Non-Cumulative Preferred Stock, Series JJ [Member]  
Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% 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 4.625% Non-Cumulative Preferred Stock, Series LL [Member]  
Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% 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 4.20% Non-Cumulative Preferred Stock, Series MM [Member]  
Entity Information [Line Items]  
Security 12b Title Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% Non-Cumulative Preferred Stock, Series MM
Trading Symbol JPM PR M
Security Exchange Name NYSE
Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC [Member]  
Entity Information [Line Items]  
Security 12b Title Guarantee of Callable Fixed Rate Notes due June 10, 2032 of JPMorgan Chase Financial Company LLC
Trading Symbol JPM/32
Security Exchange Name NYSE
Guarantee Of Alerian MLP Index ETNs Due January 28, 2044 of JPMorgan Chase Financial Company LLC [Domain]  
Entity Information [Line Items]  
Security 12b Title Guarantee of Alerian MLP Index ETNs due January 28, 2044 of JPMorgan Chase Financial Company LLC
Trading Symbol AMJB
Security Exchange Name NYSEArca
JP Morgan Chase (NYSE:JPM-M)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024 Haga Click aquí para más Gráficas JP Morgan Chase.
JP Morgan Chase (NYSE:JPM-M)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024 Haga Click aquí para más Gráficas JP Morgan Chase.