Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 3.03. Material Modification to Rights of Security Holders. On May 7, 2026, JPMorgan Chase & Co. (the “Company”) issued 300,000 shares (the “Shares”) of the Company’s 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series PP Preferred Stock”), which Shares were deposited against deliver…
Filed May 7, 2026Accepted May 7, 2026, 4:16 PM EDTCIK 19617Accession 0001193125-26-211978
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Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders.
On May 7, 2026, JPMorgan Chase & Co. (the “Company”) issued 300,000 shares (the “Shares”) of the Company’s 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series PP Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 3,000,000 depositary shares (the “Depositary Shares”), each representing a one-tenth interest in a Share, issued by Computershare Inc., as depositary.
Under the terms of the Series PP Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series PP Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series PP Preferred Stock for the most recently completed dividend period or, in the case of any such liquidation payment, does not pay to holders of the Series PP Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends.
The terms of the Series PP Preferred Stock are more fully described in the Certificate of Designations (as defined below), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series PP Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series PP Preferred Stock are included as Exhibit 3.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The terms of the Depositary Shares are set forth in the Deposit Agreement, dated May 7, 2026, among the Company, Computershare Inc., as depositary, and the holders from time to time of the Depositary Receipts issued thereunder (the “Deposit Agreement”) and the form of Depositary Receipt. Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2026, the Company filed a Certificate of Designations, Powers, Preferences and Rights with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series PP Preferred Stock (the “Certificate of Designations”). The Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. A copy of the Certificate of Designations is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On May 7, 2026, the Company completed the issuance and sale of 300,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 3,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated April 30, 2026, among the Company, J.P. Morgan Securities LLC and the other several underwriters named therein. The sale of the Depositary Shares was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-285537), as amended. In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series PP Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
Filed exhibits (2)
EX-4.1 (by filename) d903351dex41.htm
EX-4.1
3
d903351dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
STATE OF DELAWARE
CERTIFICATE NO. NUMBER OF SHARES
1 300,000
JPMORGAN CHASE & CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
Authorized 300,000 Shares of
6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, Par Value $1.00 Per Share
This certifies that Computershare Inc., as Depositary, is the owner of 300,000 shares of 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, par value $1.00 per share, of JPMorgan Chase & Co., a Delaware corporation (the “Corporation”), fully paid and non-assessable, transferable only upon the books of the Corporation, in person or by attorney, upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this 7th day of May, 2026.
Talia Butwin Stephen B. Grant
Managing Director Assistant Corporate Secretary
The Corporation will furnish, without charge to each stockholder who so requests, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of …
EX-4.2
4
d903351dex42.htm
EX-4.2
EX-4.2
Exhibit 4.2
DEPOSIT AGREEMENT
Dated May 7, 2026
JPMORGAN CHASE & CO.,
ISSUER,
COMPUTERSHARE
INC.,
AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT
and
ALL HOLDERS FROM
TIME TO TIME OF RECEIPTS ISSUED HEREUNDER
RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED
6.100% FIXED-RATE RESET NON-CUMULATIVE PREFERRED STOCK,
SERIES PP
Table of Contents
Page
ARTICLE I Definitions 1
ARTICLE II Form of Receipts, Deposit of Preferred Stock, Execution and Delivery, Transfer, Surrender and Redemption of Receipts 3
SECTION 2.01 …
