Item 3.03. Material Modification to Rights of Security Holders

On May 20, 2021, JPMorgan Chase & Co. (the "Company") issued 185,000 shares (the "Shares") of the Company's 4.625% Non-Cumulative Preferred Stock, Series LL, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the "Series LL Preferred Stock"), which Shares were deposited against delivery of depositary receipts (the "Depositary Receipts") evidencing 74,000,000 depositary shares (the "Depositary Shares"), each representing a 1/400th interest in a Share, issued by Computershare Inc., as depositary.

Under the terms of the Series LL 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 LL Preferred Stock, will be subject to restrictions in the event that the Company does not declare dividends on the Series LL 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 LL Preferred Stock liquidation distributions of $10,000 per Share, plus any declared and unpaid dividends.

The terms of the Series LL 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 LL Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series LL 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 20, 2021, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2021, 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 LL 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 8.01. Other Events.

On May 20, 2021, the Company completed the issuance and sale of 185,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 74,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated May 13, 2021, 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. 333-230098). In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series LL Preferred Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits

(d) Exhibits





3.1       Certificate of Designations, Powers, Preferences and Rights of JPMorgan
        Chase & Co., establishing the rights, preferences, privileges,
        qualifications, restrictions and limitations relating to the 4.625%
        Non-Cumulative Preferred Stock, Series LL, filed May 19, 2021.

4.1       Form of certificate representing the Series LL Preferred Stock.

4.2       Deposit Agreement, dated May 20, 2021, among JPMorgan Chase & Co.,
        Computershare Inc., as depositary, and the holders from time to time of
        Depositary Receipts.

4.3       Form of Depositary Receipt (included as part of Exhibit 4.2).

5.1       Opinion of Simpson Thacher & Bartlett LLP as to the legality of the
        4.625% Non-Cumulative Preferred Stock, Series LL and the Depositary
        Shares.

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).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses