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JPMorgan (NYSE: JPM) shifts IQI preferred stake into National Finance Authority trust

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

JPMorgan Chase Bank, N.A., a 10% owner of Invesco Quality Municipal Income Trust, reported an internal restructuring of its holdings in Variable Rate Muni Term Preferred Shares, Series 2020/2023-IQI. JPMorgan first transferred 1,521 of these preferred shares to the National Finance Authority in exchange for their par value of $152,100,000, plus accrued dividends of $466,842.82, less $66,936.62 of closing costs. The National Finance Authority placed the shares into a trust that issued National Finance Authority Certificates Series 2026-PS1. JPMorgan then acquired the Class A Certificate of this series for $107,100,000, giving it an indirect beneficial ownership interest in the same 1,521 preferred shares through the trust structure.

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Insider JPMorgan Chase Bank, N.A.
Role 10% Owner
Type Security Shares Price Value
Other Variable Rate Muni Term Preferred Shs Series 2020/2023-IQI 1,521 $0.00 $0.00
Other Variable Rate Muni Term Preferred Shs Series 2020/2023-IQI 1,521 $0.00 $0.00
Holdings After Transaction: Variable Rate Muni Term Preferred Shs Series 2020/2023-IQI — 0 shares (Direct); Variable Rate Muni Term Preferred Shs Series 2020/2023-IQI — 1,521 shares (Indirect, By Trust)
Footnotes (2)
  1. F1. The 1,521 VARIABLE RATE MUNI TERM PREFERRED SHARES, SERIES 2020/2023-IQI (the "VMTP Shares") shown as disposed of in Table I represent VMTP Shares of the Issuer that, prior to the transaction date specified above were beneficially owned directly by JPMorgan Chase Bank, National Association ("JPMCB"). On the transaction date specified above, JPMCB transferred such VMTP shares to the National Finance Authority ("NFA") in exchange for an amount equal to the par value thereof of $152,100,000 plus accrued dividends of $466,842.82, less $66,936.62 of closing costs paid in connection with the closing of the Trust (defined below). The NFA then deposited the VMTP Shares into a trust arrangement (the "Trust") which issued National Finance Authority Certificates Series 2026-PS1, which represent an indirect beneficial ownership interest in the VMTP Shares.
  2. F2. On the transaction date specified above, JPMCB acquired the National Finance Authority Certificates Series 2026-PS1 Class A Certificate (the "Class A Certificate") issued by the NFA for a price equal to the par amount of such Class A Certificate, $107,100,000. The VMTP Shares reported as acquired in Table I represent VMTP Shares that, through the contractual rights under the Trust arrangement documentation, JPMCB, by way of its ownership of the Class A Certificate has an indirect beneficial ownership interest.
Preferred shares restructured 1,521 shares Variable Rate Muni Term Preferred Shares Series 2020/2023-IQI
Par value of transferred shares $152,100,000 Par value consideration for 1,521 preferred shares
Accrued dividends received $466,842.82 Accrued dividends on preferred shares at transfer
Closing costs paid $66,936.62 Closing costs deducted in connection with the Trust
Class A Certificate amount $107,100,000 Price paid by JPMorgan for National Finance Authority Class A Certificate
Restructuring share total 3,042 shares Total shares counted in restructuring transactions in summary
Variable Rate Muni Term Preferred Shares financial
"The 1,521 VARIABLE RATE MUNI TERM PREFERRED SHARES, SERIES 2020/2023-IQI (the "VMTP Shares") shown as disposed of"
National Finance Authority financial
"JPMCB transferred such VMTP shares to the National Finance Authority ("NFA") in exchange for an amount equal to the par value"
trust arrangement financial
"The NFA then deposited the VMTP Shares into a trust arrangement (the "Trust") which issued National Finance Authority Certificates"
beneficial ownership interest financial
"Certificates Series 2026-PS1, which represent an indirect beneficial ownership interest in the VMTP Shares"
Class A Certificate financial
"JPMCB acquired the National Finance Authority Certificates Series 2026-PS1 Class A Certificate (the "Class A Certificate")"

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FAQ

What insider transaction did JPMorgan report in Invesco Quality Municipal Income Trust (IQI)?

JPMorgan reported an internal restructuring involving 1,521 Variable Rate Muni Term Preferred Shares of IQI. It moved from direct ownership to an indirect interest through a National Finance Authority trust, while receiving cash equal to par value plus accrued dividends, less closing costs.

How many preferred shares of IQI were involved in JPMorgan’s Form 4 filing?

The filing covers 1,521 Variable Rate Muni Term Preferred Shares, Series 2020/2023-IQI. These shares were first transferred by JPMorgan to the National Finance Authority, then placed into a trust, with JPMorgan retaining an indirect beneficial interest through a Class A certificate.

What consideration did JPMorgan receive for transferring IQI preferred shares?

For transferring 1,521 preferred shares, JPMorgan received cash equal to par value of $152,100,000 plus $466,842.82 in accrued dividends, minus $66,936.62 in closing costs. This reflects a cash settlement tied directly to the par amount and income accrued on the shares.

What are the National Finance Authority Certificates Series 2026-PS1 in the IQI transaction?

The National Finance Authority Certificates Series 2026-PS1 are trust certificates backed by the IQI preferred shares. JPMorgan acquired the Class A Certificate for $107,100,000, which gives it an indirect beneficial ownership interest in the same Variable Rate Muni Term Preferred Shares held in the trust.

Did JPMorgan retain exposure to IQI after the restructuring of preferred shares?

Yes. While JPMorgan transferred 1,521 preferred shares to the National Finance Authority, those shares were placed into a trust. JPMorgan then bought the Class A Certificate for $107,100,000, preserving an indirect beneficial ownership interest in the underlying IQI preferred shares.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
JPMorgan Chase Bank, N.A.

(Last)(First)(Middle)
1111 POLARIS PARKWAY

(Street)
COLUMBUS OHIO 43240

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Invesco Quality Municipal Income Trust [ IQI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Variable Rate Muni Term Preferred Shs Series 2020/2023-IQI04/28/2026J(1)1,521D(1)(1)0D
Variable Rate Muni Term Preferred Shs Series 2020/2023-IQI04/28/2026J(1)(2)1,521(2)A(2)(2)1,521IBy Trust(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The 1,521 VARIABLE RATE MUNI TERM PREFERRED SHARES, SERIES 2020/2023-IQI (the "VMTP Shares") shown as disposed of in Table I represent VMTP Shares of the Issuer that, prior to the transaction date specified above were beneficially owned directly by JPMorgan Chase Bank, National Association ("JPMCB"). On the transaction date specified above, JPMCB transferred such VMTP shares to the National Finance Authority ("NFA") in exchange for an amount equal to the par value thereof of $152,100,000 plus accrued dividends of $466,842.82, less $66,936.62 of closing costs paid in connection with the closing of the Trust (defined below). The NFA then deposited the VMTP Shares into a trust arrangement (the "Trust") which issued National Finance Authority Certificates Series 2026-PS1, which represent an indirect beneficial ownership interest in the VMTP Shares.
2. On the transaction date specified above, JPMCB acquired the National Finance Authority Certificates Series 2026-PS1 Class A Certificate (the "Class A Certificate") issued by the NFA for a price equal to the par amount of such Class A Certificate, $107,100,000. The VMTP Shares reported as acquired in Table I represent VMTP Shares that, through the contractual rights under the Trust arrangement documentation, JPMCB, by way of its ownership of the Class A Certificate has an indirect beneficial ownership interest.
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, by: /s/ Adrian Budischak, Authorized Signatory04/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)