JPMorgan (NYSE: JPM) sells Series PP preferred via 3M depositary shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

JPMorgan Chase & Co. issued a new series of preferred stock, designated 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP. The company issued 300,000 preferred shares with a par value of $1.00 and a liquidation preference of $10,000 per share.

These preferred shares were deposited with Computershare Inc. against delivery of depositary receipts representing 3,000,000 depositary shares, each equal to a one-tenth interest in a preferred share. The issuance was completed on May 7, 2026 under an Underwriting Agreement and an existing Form S-3 registration statement.

The rights and restrictions of the Series PP preferred stock are set out in a Certificate of Designations filed in Delaware on May 6, 2026. Dividend and liquidation priorities place conditions on paying dividends or making redemptions on common stock and other parity or junior preferred stock if dividends or liquidation distributions on Series PP are not declared or paid as described.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series PP preferred shares issued: 300,000 shares Liquidation preference per preferred share: $10,000 per share Depositary shares issued: 3,000,000 depositary shares +3 more

6 metrics

Series PP preferred shares issued 300,000 shares 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, issued May 7, 2026

Liquidation preference per preferred share $10,000 per share Series PP preferred stock liquidation preference

Depositary shares issued 3,000,000 depositary shares Each depositary share represents one-tenth interest in a Series PP share

Dividend rate 6.100% Fixed-Rate Reset Non-Cumulative dividend rate on Series PP preferred

Certificate of Designations filing date May 6, 2026 Filed with Delaware Secretary of State for Series PP

Deposit Agreement date May 7, 2026 Deposit Agreement among JPMorgan Chase, Computershare Inc., and holders

Key Terms

Fixed-Rate Reset Non-Cumulative Preferred Stock, Depositary Shares, Certificate of Designations, Deposit Agreement, +1 more

5 terms

Fixed-Rate Reset Non-Cumulative Preferred Stock financial

"6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP"

Depositary Shares financial

"depositary receipts evidencing 3,000,000 depositary shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Certificate of Designations regulatory

"more fully described in the Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Deposit Agreement regulatory

"The terms of the Depositary Shares are set forth in the Deposit Agreement"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

liquidation preference financial

"with a liquidation preference of $10,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Understanding 8-K Material Events →

05/07/2026 - 03:16 PM

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): May 6, 2026

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.)

270 Park Avenue, New York, New York		10017
(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.
Guarantee of Inverse VIX Short-Term Futures ETNs due March 22, 2045 of JPMorgan Chase Financial Company LLC	VYLD	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 3.03.

Material Modification to Rights of Security Holders.

On May 7, 2026, JPMorgan Chase & Co. (the “Company”) issued 300,000 shares (the “Shares”) of the Company’s 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, par value of $1.00 per share and with a liquidation preference of $10,000 per share (the “Series PP Preferred Stock”), which Shares were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 3,000,000 depositary shares (the “Depositary Shares”), each representing a one-tenth interest in a Share, issued by Computershare Inc., as depositary.

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

The terms of the Series PP 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 PP Preferred Stock. Copies of the Certificate of Designations and the form of certificate representing the Series PP 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 7, 2026, 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 6, 2026, 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 PP 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 7, 2026, the Company completed the issuance and sale of 300,000 Shares, which Shares were deposited against delivery of Depositary Receipts evidencing 3,000,000 Depositary Shares, pursuant to an Underwriting Agreement, dated April 30, 2026, 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. 333-285537), as amended. In connection with this offering, the legal opinion as to the legality of the Depositary Shares and the Series PP 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 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP, filed May 6, 2026.

4.1		Form of certificate representing the Series PP Preferred Stock.


4.2		Deposit Agreement, dated May 7, 2026, 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 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP 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).

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: May 7, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What security did JPM (JPMorgan Chase & Co.) issue in May 2026?

JPMorgan Chase & Co. issued 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series PP. The company created 300,000 preferred shares, each with a $1.00 par value and a $10,000 liquidation preference, as a new layer of preferred capital in its capital structure.

How many JPM Series PP preferred and depositary shares were issued?

The company issued 300,000 shares of Series PP preferred stock. Those shares were deposited with Computershare Inc., which issued 3,000,000 depositary shares, with each depositary share representing a one-tenth interest in a single Series PP preferred share under the deposit agreement.

What are the key rights of JPM’s Series PP preferred stock?

Series PP is 6.100% Fixed-Rate Reset Non-Cumulative Preferred Stock with a $10,000 per share liquidation preference. If dividends on Series PP are not declared or required liquidation distributions are not paid, the company faces restrictions on dividends, redemptions, or other payments on common and certain preferred shares.

How are JPM’s Series PP depositary shares structured for investors?

Each depositary share represents a one-tenth interest in a Series PP preferred share. The depositary shares are issued by Computershare Inc. under a Deposit Agreement dated May 7, 2026, with holders receiving depositary receipts evidencing their fractional interests in the underlying preferred stock.

Under what legal framework was the JPM Series PP preferred stock created?

JPMorgan Chase & Co. established Series PP through a Certificate of Designations filed with the Delaware Secretary of State on May 6, 2026. The issuance and sale of the depositary shares occurred under an Underwriting Agreement and the company’s existing Form S-3 registration statement.

Which key exhibits relate to JPM’s Series PP preferred issuance?

Key exhibits include the Certificate of Designations (Exhibit 3.1), the form of preferred stock certificate (Exhibit 4.1), the Deposit Agreement and form of Depositary Receipt (Exhibits 4.2 and 4.3), and a legal opinion from Simpson Thacher & Bartlett LLP on the legality of the preferred and depositary shares (Exhibit 5.1).

Filing Exhibits & Attachments

8 documents