Item 8.01. Other Events.

On September 14, 2022, JPMorgan Chase & Co. closed a public offering of $3,500,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2033 (the "Subordinated Notes").

The Subordinated 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 this offering, the legal opinion as to the legality of the Subordinated 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
        Subordinated 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).

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