Obligation JPMorgan Chase 4% ( US48128BAH42 ) en USD

JPMorgan Chase

98.76 % ▼

Etats-unis

US48128BAH42 ( en USD )

4% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation JP Morgan US48128BAH42 en USD 4%, échéance Perpétuelle

1 000 USD

1 500 000 000 USD

48128BAH4

BBB- ( Qualité moyenne inférieure )

01/01/2026 ( Dans 162 jours )

JPMorgan Chase & Co. est une société multinationale de services financiers américaine, offrant des services bancaires d'investissement, de gestion de patrimoine, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase ( Etats-unis ) , en USD, avec le code ISIN US48128BAH42, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par JPMorgan Chase ( Etats-unis ) , en USD, avec le code ISIN US48128BAH42, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
(To Prospectus dated April 11, 2019)
1,500,000 DEPOSITARY SHARES
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES II
We are offering 1,500,000 depositary shares, each representing a one-tenth interest in a share of our perpetual
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, $1 par value, with a liquidation preference of $10,000 per
share (equivalent to $1,000 per depositary share) (the "Preferred Stock"). Each depositary share entitles the holder, through
the depositary, to a proportional fractional interest in all rights, powers and preferences of the Preferred Stock represented by
the depositary share.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized
committee of our board, from the date of issuance to, but excluding April 1, 2025, at a rate of 4.00% per annum, payable
semiannually in arrears, on April 1 and October 1 of each year, beginning on October 1, 2020. From and including April 1,
2025, we will pay dividends when, as, and if declared by our board or such committee at a floating rate equal to a benchmark
rate (which is expected to be Three-Month Term SOFR) plus a spread of 2.745% per annum, payable quarterly in arrears, on
January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2025. Dividends on the Preferred Stock will not be
cumulative. Upon the payment of any dividends on the Preferred Stock, holders of depositary shares will receive a related
proportionate payment.
We may redeem the Preferred Stock on any dividend payment date on or after April 1, 2025, in whole or from time to time in
part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and
unpaid dividends, without accumulation of any undeclared dividends. We may also redeem the Preferred Stock upon certain
events involving capital treatment as described in this prospectus supplement, subject to regulatory approval. If we redeem
any Preferred Stock, the depositary will redeem the related depositary shares.
The dividend rate on the Preferred Stock during the Floating Rate Period may be determined based on a
rate other than Three-Month Term SOFR. See "Risk Factors" beginning on page S-7 for a discussion of this
and certain other risks that you should consider in connection with an investment in the depositary shares.
Neither the Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are insured by the Federal
Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
depositary shares or Preferred Stock or determined that this prospectus supplement or the attached prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
Per
Depositary
Share
Total
Public Offering Price(1)
$1,000.00
$1,500,000,000
Underwriting Commissions
$
10.00
$
15,000,000
Proceeds (before expenses)(1)
$ 990.00
$1,485,000,000
(1) The public offering price does not include accumulated dividends, if any, that may be declared. Dividends, if declared,
will accumulate from the date of original issuance, which is expected to be February 24, 2020.
We do not intend to list the depositary shares or the Preferred Stock on any securities exchange. Currently, there is no public
trading market for the depositary shares or the Preferred Stock.
We expect to deliver the depositary shares to investors through the book-entry delivery system of The Depository Trust
Company and its direct participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about
February 24, 2020.
Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in
connection with offers and sales of the depositary shares in the secondary market. These affiliates may act as principal or
agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale.
J.P. Morgan
February 19, 2020

In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the attached prospectus and any relevant free writing
prospectus. We have not authorized anyone to provide you with any other information. If you receive any
information not authorized by us, you should not rely on it.
We are offering to sell the depositary shares only in places where sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus
supplement or the attached prospectus or any relevant free writing prospectus is accurate as of any date
other than its respective date.
TABLE OF CONTENTS
Page
Prospectus Supplement
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
JPMorgan Chase & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Where You Can Find More Information About JPMorgan Chase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Description of the Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Description of the Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Registration and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-33
Certain United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-34
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-40
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-43
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-45
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-46
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-46
Page
Prospectus
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information About JPMorgan Chase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Important Factors That May Affect Future Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Description of Securities Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Description of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Description of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
S-2

SUMMARY
The following information about the depositary shares and the Preferred Stock summarizes, and should be read
in conjunction with, the information contained in this prospectus supplement and in the attached prospectus.
Securities Offered
We are offering 1,500,000 depositary shares, each of which represents a one-tenth interest in a share of our
Preferred Stock, with each share of Preferred Stock having a liquidation preference of $10,000 per share
(equivalent to $1,000 per depositary share). Each depositary share entitles the holder to a proportional fractional
interest in the Preferred Stock represented by that depositary share, including dividend, liquidation, redemption
and voting rights.
In addition, we may from time to time elect to issue additional depositary shares representing shares of the
Preferred Stock, and all the additional shares would be deemed to form a single series with the depositary shares
representing shares of the Preferred Stock offered by this prospectus supplement.
Dividends
Holders of the Preferred Stock will be entitled to receive, when, as, and if declared by our board of directors or
any duly authorized committee of our board of directors, out of assets legally available for payment, non-
cumulative cash dividends based on the liquidation preference of $10,000 per share of the Preferred Stock
(equivalent to $1,000 per depositary share).
If declared by our board of directors or any duly authorized committee of our board of directors, we will pay
dividends on the Preferred Stock (i) during the period from the original issue date of the Preferred Stock to, but
excluding, April 1, 2025 (the "Fixed Rate Period"), semi-annually in arrears, on April 1 and October 1 of each
year, beginning on October 1, 2020, and (ii) during the period from April 1, 2025 through the redemption date of
the Preferred Stock, if any (the "Floating Rate Period"), quarterly in arrears, on January 1, April 1, July 1 and
October 1 of each year, beginning on July 1, 2025 (each such day on which dividends are payable, a "dividend
payment date"). We refer to the period from and including any dividend payment date to but excluding the next
dividend payment date as a "dividend period," provided that the initial dividend period will be the period from
and including the original issue date of the Preferred Stock to but excluding the next dividend payment date.
Dividends on the Preferred Stock will accrue from the original issue date at a rate equal to (i) 4.00% per annum
for each semi-annual dividend period during the Fixed Rate Period and (ii) a benchmark rate (which is expected
to be Three-Month Term SOFR) plus a spread of 2.745% per annum for each quarterly dividend period during
the Floating Rate Period. Upon the payment of any dividends on the Preferred Stock, holders of depositary shares
will receive a related proportionate payment.
If the calculation agent determines that a Benchmark Transition Event and its related Benchmark Replacement
Date (each as defined below) have occurred with respect to Three-Month Term SOFR, then the provisions set
forth below under the heading "Description of the Preferred Stock--Effect of Benchmark Transition Event",
which we refer to as the benchmark transition provisions, will thereafter apply to all determinations of the
dividend rate on the Preferred Stock for each dividend period during the Floating Rate Period. In accordance with
the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, the amount of dividends that will accrue on the Preferred Stock for each dividend period
during the Floating Rate Period will be an annual rate equal to the sum of the Benchmark Replacement (as
defined below) and the spread of 2.745% per annum.
S-3

Dividends on shares of the Preferred Stock will be non-cumulative. To the extent that any dividends on shares of
the Preferred Stock with respect to any dividend period are not declared and paid, in full or otherwise, on the
dividend payment date for such dividend period, then such unpaid dividends will not cumulate and will cease to
accrue and be payable, and we will have no obligation to pay, and the holders of shares of the Preferred Stock
will have no right to receive, accrued and unpaid dividends for such dividend period on or after the dividend
payment date for such dividend period, whether or not dividends are declared for any subsequent dividend period
with respect to the Preferred Stock or for any future dividend period with respect to any other series of our
preferred stock or our common stock. In such a case, no dividends will be paid on the depositary shares.
We will not declare or pay or set aside for payment full dividends on any of our preferred stock ranking as to
dividends on a parity with or junior to the Preferred Stock for any period unless full dividends on the shares of
the Preferred Stock for the most recently completed dividend period have been or contemporaneously are
declared and paid (or have been declared and a sum sufficient for the payment thereof has been set aside for such
payment). When dividends are not paid in full on the Preferred Stock and any other series of preferred stock
ranking on a parity as to dividends with the Preferred Stock, all dividends declared and paid upon the shares of
the Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Preferred
Stock will be declared and paid pro rata.
So long as any shares of the Preferred Stock are outstanding, unless full dividends on all outstanding shares of
the Preferred Stock have been declared and paid or a sum sufficient for the payment thereof set aside for such
payment in respect of the most recently completed dividend period:
· no dividend (other than a dividend in common stock or in any other capital stock ranking junior to the
Preferred Stock as to dividends and upon liquidation, dissolution or winding-up) will be declared or paid
or a sum sufficient for the payment thereof set aside for such payment or other distribution declared or
made upon our common stock or upon any other capital stock ranking junior to the Preferred Stock as to
dividends or upon liquidation, dissolution or winding-up, and
· no common stock or other capital stock ranking junior to or on a parity with the Preferred Stock as to
dividends or upon liquidation, dissolution or winding-up will be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such capital stock) by us,
subject to certain limited exceptions described under "Description of the Preferred Stock--Dividends".
Rights upon Liquidation
In the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of the Preferred Stock
will be entitled to receive and to be paid out of our assets legally available for distribution to our stockholders the
amount of $10,000 per share (equivalent to $1,000 per depositary share), plus an amount equal to any declared
and unpaid dividends, without accumulation of undeclared dividends, before we make any payment or
distribution on our common stock or on any other capital stock ranking junior to the Preferred Stock upon our
liquidation, dissolution or winding-up. After the payment to the holders of the shares of the Preferred Stock of
the full preferential amounts to which they are entitled, the holders of the Preferred Stock as such will have no
right or claim to any of our remaining assets. If, upon our voluntary or involuntary liquidation, dissolution or
winding-up, we fail to pay in full the amounts payable with respect to the Preferred Stock and any other shares of
our capital stock ranking as to any such distribution of our assets on a parity with the Preferred Stock, the holders
of the Preferred Stock and of such other shares will share ratably in any such distribution of our assets in
S-4

proportion to the full respective distributions to which they are entitled. Neither the sale of all or substantially all
of our property or business, nor our merger or consolidation into or with any other entity or the merger or
consolidation of any other entity into or with us, will be deemed to be a liquidation, dissolution or winding-up,
voluntary or involuntary, of us.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem, out of assets legally available
therefor, the Preferred Stock on any dividend payment date on or after April 1, 2025, in whole, or from time to
time in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus
any declared and unpaid dividends, without accumulation of undeclared dividends. In addition, at any time
within 90 days after a "capital treatment event," as described herein, we may provide notice of our intent to
redeem the Preferred Stock and may subsequently redeem, out of assets legally available therefor, the Preferred
Stock, in whole but not in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per
depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends.
Redemption of the Preferred Stock is subject to our receipt of any required prior approvals from the Board of
Governors of the Federal Reserve System, or the "Federal Reserve Board," or any other regulatory authority. Our
redemption of the Preferred Stock will cause the redemption of the corresponding depositary shares. Neither the
holders of the Preferred Stock nor the holders of the related depositary shares will have the right to require redemption.
See "Description of the Depositary Shares" and "Description of the Preferred Stock" for further information
about redemptions or repurchases of the depositary shares or shares of the Preferred Stock.
Voting Rights
The holders of the Preferred Stock and of the depositary shares will not have voting rights, except as specifically
required by applicable law and except as provided below under "Description of the Preferred Stock--Voting
Rights." For more information about voting rights, see "Description of the Preferred Stock--Voting Rights" and
"Description of the Depositary Shares--Voting the Preferred Stock" in this prospectus supplement.
Ranking
The Preferred Stock will rank, as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding-up, on a parity with any series of preferred stock ranking on a parity with the Preferred
Stock, including our outstanding series of preferred stock described below under "Description of the Preferred
Stock--Other Preferred Stock," and senior to our common stock and to any series of preferred stock ranking
junior to the Preferred Stock.
Preemptive and Conversion Rights
The Preferred Stock is not subject to any preemptive rights and is not convertible into property or shares of any
other class or series of our capital stock. The holders of the depositary shares do not have any preemptive or
conversion rights.
Depositary, Transfer Agent, and Registrar
Computershare Inc. will serve as depositary, transfer agent and registrar for the Preferred Stock and the
depositary shares.
S-5

Risk Factors
See "Risk Factors" on page S-7 in this prospectus supplement for a discussion of factors you should consider
carefully before deciding to invest in the depositary shares.
S-6

RISK FACTORS
Your investment in the depositary shares will involve certain risks. You should carefully consider the following
discussion of risks and the other information contained in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2018, and all
subsequent filings under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, before
deciding whether an investment in the depositary shares is suitable for you.
You are making an investment decision about the depositary shares as well as our Preferred Stock.
As described in this prospectus supplement, we are offering depositary shares representing fractional interests in shares
of our Preferred Stock. The depositary will rely solely on the dividend payments on the Preferred Stock it receives
from us to fund all dividend payments on the depositary shares. You should review carefully the information in this
prospectus supplement and the attached prospectus regarding the depositary shares and our Preferred Stock.
The Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
The shares of Preferred Stock are equity interests and do not constitute indebtedness. This means that the
Preferred Stock will rank junior to all of our indebtedness and to other non-equity claims on us and our assets,
including claims in our liquidation. Our existing and future indebtedness may restrict payment of dividends on
the Preferred Stock. In addition, holders of the depositary shares representing the Preferred Stock may be fully
subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency,
liquidation or similar proceeding.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in
the case of preferred stock like the Preferred Stock, (1) dividends are payable only if declared by our board of
directors or a duly authorized committee of the board and (2) as a corporation, we are subject to restrictions on
dividend payments and redemption payments out of lawfully available assets. Further, the Preferred Stock places
no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions,
subject only to the limited voting rights referred to below under "--Holders of the Preferred Stock will have
limited voting rights."
Dividends on the Preferred Stock are discretionary and non-cumulative.
Dividends on the Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors
or a duly authorized committee of our board does not authorize and declare a dividend for any dividend period
prior to the related dividend payment date, holders of the Preferred Stock would not be entitled to receive a
dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable. We will have no
obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our
board of directors or a duly authorized committee of the board has not declared a dividend before the related
dividend payment date, whether or not dividends on the Preferred Stock or any other series of our preferred stock
or our common stock are declared for any future dividend period. In addition, under the Federal Reserve Board's
capital rules, dividends on the Preferred Stock may only be paid out of our net income, retained earnings or
surplus related to other additional Tier 1 capital instruments.
We may be able to redeem the Preferred Stock prior to April 1, 2025.
By its terms, the Preferred Stock may be redeemed by us in whole, but not in part, prior to April 1, 2025 upon our
determination in good faith that an event has occurred that would constitute a "capital treatment event," subject to the
approval of the appropriate federal banking agency. See "Description of the Preferred Stock--Optional Redemption."
S-7

Investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or on any
particular date after it becomes redeemable.
The Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption
date and is not redeemable at the option of investors, including the holders of the depositary shares offered by
this prospectus supplement. The Preferred Stock may be redeemed by us at our option, either in whole, or from
time to time in part, on any dividend payment date on or after April 1, 2025 or, prior to that date, under certain
circumstances after the occurrence of a capital treatment event. Any decision we may make at any time to
propose a redemption of the Preferred Stock will depend upon, among other things, our evaluation of our capital
position, the composition of our stockholders' equity, and general market conditions at that time.
Our right to redeem the Preferred Stock is subject to limitations. Under the Federal Reserve Board's current risk-
based capital guidelines applicable to bank holding companies, any redemption of the Preferred Stock is subject
to prior approval of the Federal Reserve Board. We cannot assure you that the Federal Reserve Board will
approve any redemption of the Preferred Stock that we may propose. There also can be no assurance that, if we
propose to redeem the Preferred Stock without replacing the Preferred Stock with common equity Tier 1 capital
or additional Tier 1 capital instruments, the Federal Reserve Board will authorize the redemption. We understand
that the factors that the Federal Reserve Board will consider in evaluating a proposed redemption, or a request
that we be permitted to redeem the Preferred Stock without replacing it with common equity Tier 1 capital or
additional Tier 1 capital instruments, include its evaluation of the overall level and quality of our capital
components, considered in light of our risk exposures, earnings and growth strategy, and other supervisory
considerations, although the Federal Reserve Board may change these factors at any time.
If the Preferred Stock is redeemed, the corresponding redemption of the depositary shares would be a taxable
event to you. In addition, you might not be able to reinvest the money you receive upon redemption of the
depositary shares in a similar security.
If we are deferring payments on our outstanding junior subordinated notes or are in default under the
indentures governing those securities, we will be prohibited from making distributions on or redeeming
the Preferred Stock.
The terms of our outstanding junior subordinated notes prohibit us from declaring or paying any dividends or
distributions on our preferred stock, including the Preferred Stock, or redeeming, purchasing, acquiring, or
making a liquidation payment on the Preferred Stock, if an event of default under the indentures governing those
junior subordinated notes has occurred and is continuing or at any time when we have deferred payment of
interest on those junior subordinated notes.
Holders of the Preferred Stock will have limited voting rights.
Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of
voting stockholders. Holders of the Preferred Stock will have voting rights only as specifically required by
applicable law and as described below under "Description of the Preferred Stock--Voting Rights." Holders of
depositary shares must act through the depositary to exercise any voting rights of the Preferred Stock.
We are a holding company and depend on the cash flows of our subsidiaries to fund payments of dividends
on the Preferred Stock.
As a holding company, JPMorgan Chase & Co. is dependent on the earnings of its subsidiaries to meet its
payment obligations. Under the arrangements contemplated by the resolution plan submitted by JPMorgan Chase
S-8

& Co. to its banking regulators (the "Resolution Plan"), JPMorgan Chase & Co. has established an intermediate
holding company, JPMorgan Chase Holdings LLC, and has contributed to JPMorgan Chase Holdings LLC the
stock of substantially all of its direct subsidiaries (other than JPMorgan Chase Bank, N.A.) as well as other assets
and intercompany indebtedness owing to it. Under these arrangements, JPMorgan Chase & Co. is obligated to
contribute to JPMorgan Chase Holdings LLC substantially all the net proceeds received by it from securities
issuances (including, without limitation, issuances of senior and subordinated debt securities and of preferred and
common stock). As a result of these arrangements, JPMorgan Chase & Co.'s ability to pay interest on its debt
securities and dividends on its equity securities (including the Preferred Stock), to redeem or repurchase its
outstanding securities and to fulfill its other payment obligations is dependent on it receiving dividends from
JPMorgan Chase Bank, N.A. and dividends and extensions of credit from JPMorgan Chase Holdings LLC.
JPMorgan Chase Bank, N.A. is subject to restrictions on its dividend distributions, capital adequacy and liquidity
coverage requirements, and other regulatory restrictions on its ability to make payments to JPMorgan Chase &
Co., and JPMorgan Chase Holdings LLC is prohibited from paying dividends or extending credit to JPMorgan
Chase & Co. if certain capital or liquidity "thresholds" are breached or if limits are otherwise imposed by
JPMorgan Chase & Co.'s management or board of directors. These regulatory restrictions and limitations on the
payments that JPMorgan Chase & Co. is permitted to receive from JPMorgan Chase Bank, N.A. and JPMorgan
Chase Holdings LLC could reduce or hinder its ability to pay dividends and satisfy its debt and other obligations,
or result in JPMorgan Chase & Co. seeking protection under bankruptcy laws at a time earlier than would have
been the case absent the existence of such thresholds.
In addition, JPMorgan Chase & Co.'s right to participate in any distribution of assets from any subsidiary, upon the
subsidiary's liquidation or otherwise, is subject to the prior claims of creditors of that subsidiary, except to the
extent that JPMorgan Chase & Co. is recognized as a creditor of that subsidiary. As a result, the Preferred Stock will
be effectively subordinated to all existing and future liabilities of JPMorgan Chase & Co.'s subsidiaries.
An active trading market for the Preferred Stock and the related depositary shares does not exist and may
not develop.
The Preferred Stock and the related depositary shares are new issues of securities with no established trading
market. We do not intend to list the Preferred Stock or the depositary shares on any securities exchange. We
cannot predict how the depositary shares will trade in the secondary market or whether that market will be liquid
or illiquid. The number of potential buyers of the depositary shares in any secondary market may be limited.
Although the underwriters may purchase and sell the depositary shares in the secondary market from time to
time, the underwriters will not be obligated to do so and may discontinue making a market for the depositary
shares at any time without giving us notice. We cannot assure you that a secondary market for the depositary
shares will develop, or that if one develops, it will be maintained. If an active, liquid market does not develop for
the depositary shares, the market price and liquidity of the depositary shares may adversely be affected.
Investors should not rely on indicative or historical data concerning the Secured Overnight Financing
Rate.
In the following discussion of the Secured Overnight Financing Rate, when we refer to SOFR-linked Preferred
Stock, we mean the Preferred Stock (represented by depositary shares) at any time when the dividend rate on the
Preferred Stock (represented by depositary shares) is or will be determined based on the Secured Overnight
Financing Rate, including Three-Month Term SOFR.
The Secured Overnight Financing Rate is published by the Federal Reserve Bank of New York ("FRBNY") and
is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury
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securities. FRBNY reports that the Secured Overnight Financing Rate includes all trades in the Broad General
Collateral Rate, plus bilateral U.S. Treasury repurchase agreement ("repo") transactions cleared through the
delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the "FICC"), a subsidiary of
The Depository Trust & Clearing Corporation ("DTCC"). The Secured Overnight Financing Rate is filtered by
FRBNY to remove a portion of the foregoing transactions considered to be "specials". According to FRBNY,
"specials" are repos for specific-issue collateral which take place at cash-lending rates below those for general
collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a
particular security.
FRBNY reports that the Secured Overnight Financing Rate is calculated as a volume-weighted median of
transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the
clearing bank for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data
on bilateral U.S. Treasury repo transactions cleared through the FICC's delivery-versus-payment service.
FRBNY states that it obtains information from DTCC Solutions LLC, an affiliate of DTCC.
FRBNY currently publishes the Secured Overnight Financing Rate daily on its website at
https://apps.newyorkfed.org/markets/autorates/sofr. FRBNY states on its publication page for the Secured
Overnight Financing Rate that use of the Secured Overnight Financing Rate is subject to important disclaimers,
limitations and indemnification obligations, including that FRBNY may alter the methods of calculation,
publication schedule, rate revision practices or availability of the Secured Overnight Financing Rate at any time
without notice.
FRBNY started publishing the Secured Overnight Financing Rate in April 2018. FRBNY has also started
publishing historical indicative Secured Overnight Financing Rates dating back to 2014, although such historical
indicative data inherently involves assumptions, estimates and approximations. Investors should not rely on such
historical indicative data or on any historical changes or trends in the Secured Overnight Financing Rate as an
indicator of the future performance of the Secured Overnight Financing Rate. Since the initial publication of the
Secured Overnight Financing Rate, daily changes in the rate have, on occasion, been more volatile than daily
changes in comparable benchmark or market rates, and the Secured Overnight Financing Rate over time may
bear little or no relation to the historical actual or historical indicative data. In addition, the return on and value of
the SOFR-linked Preferred Stock may fluctuate more than floating rate securities that are linked to less volatile
rates.
Changes in the Secured Overnight Financing Rate could adversely affect holders of the SOFR-linked
Preferred Stock.
Because the Secured Overnight Financing Rate is published by FRBNY based on data received from other
sources, we have no control over its determination, calculation or publication. There can be no assurance that the
Secured Overnight Financing Rate will not be discontinued or fundamentally altered in a manner that is
materially adverse to the interests of investors in the SOFR-linked Preferred Stock. If the manner in which the
Secured Overnight Financing Rate is calculated is changed, that change may result in a reduction in the amount
of dividends that accrues on the SOFR-linked Preferred Stock, which may adversely affect the trading prices of
the SOFR-linked Preferred Stock. In addition, the dividend rate on the SOFR-linked Preferred Stock for any day
will not be adjusted for any modification or amendment to the Secured Overnight Financing Rate for that day
that FRBNY may publish if the dividend rate for that day has already been determined prior to such publication.
Further, if the dividend rate on the SOFR-linked Preferred Stock during the Floating Rate Period on any day or
for any dividend period declines to zero or becomes negative, no dividends will accrue on the SOFR-linked
Preferred Stock with respect to that day or dividend period.
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