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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 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
v3.24.4
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
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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
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