Item 3.03. Material Modification to Rights of Security Holders
On
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
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
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
3.1 Certificate of Designations, Powers, Preferences and Rights ofJPMorgan Chase & Co. , establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the 4.625% Non-Cumulative Preferred Stock, Series LL, filedMay 19, 2021 . 4.1 Form of certificate representing the Series LL Preferred Stock. 4.2 Deposit Agreement, datedMay 20, 2021 , amongJPMorgan 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 ofSimpson Thacher & Bartlett LLP as to the legality of the 4.625% Non-Cumulative Preferred Stock, Series LL and the Depositary Shares. 23.1 Consent ofSimpson 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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