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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 27, 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 27, 2025, JPMorgan Chase & Co. issued a press release announcing the redemption on February 1, 2025 of all of the 3,000,000 outstanding depositary shares, each representing a one-tenth interest in a share of JPMorgan Chase & Co.’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, par value $1.00 per share and with a liquidation preference of $10,000 (the “Series HH Preferred Stock”), pursuant to the optional redemption provisions in the documents governing such depositary shares and the Series HH Preferred Stock. A copy of the press release referenced above is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | JPMorgan Chase & Co. press release dated January 27, 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 |
|
| Name: | Jordan A. Costa | |
| Title: | Managing Director | |
Dated: January 27, 2025
Exhibit 99.1
| JPMorgan Chase & Co. 383 Madison Avenue, New York, NY 10179-0001 NYSE symbol: JPM www.jpmorganchase.com |
|
News release: IMMEDIATE RELEASE
JPMorganChase To Redeem All $3.0 Billion Of Its
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH
Represented By Depositary Shares
New York, January 27, 2025 – JPMorgan Chase & Co. (NYSE: JPM) (“JPMorganChase” or the “Firm”) has announced that on February 1, 2025 it will redeem all of the 300,000 outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH (“Series HH Preferred Stock”). The shares of Series HH Preferred Stock are represented by 3,000,000 depositary shares (CUSIP: 48128BAG6), with each depositary share representing a one-tenth interest in a share of Series HH Preferred Stock. The redemption price per share for the Series HH Preferred Stock will be $10,000 (equivalent to $1,000 per depositary share).
Payment of the redemption price will be made on February 3, 2025, the first business day after the redemption date of February 1, 2025, upon presentation and surrender of the depositary receipts evidencing the depositary shares to be redeemed to Computershare Inc., as Depositary, at 150 Royall Street, Canton, Massachusetts 02021. Depositary shares held in book-entry form shall be surrendered in accordance with applicable procedures of The Depository Trust Company.
February 1, 2025 is also the final dividend payment date for the Series HH Preferred Stock and the depositary shares. The record date for that dividend is January 2, 2025.
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 $4.0 trillion in assets and $345 billion in stockholders’ equity as of December 31, 2024. 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 | Media Contact: | Joseph Evangelisti | |||
| 212-270-2479 | 212-270-7438 |