UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
____________________________
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 |
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 8.01. | Other Events |
Effective June 1, 2024, JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) became a direct subsidiary of JPMorgan Chase & Co. (“JPMorgan Chase”) and all obligations owed to JPMorgan Financial by other subsidiaries of JPMorgan Chase under its intercompany agreements became obligations of JPMorgan Chase.
As a finance subsidiary of JPMorgan Chase, JPMorgan Financial has no independent operations beyond the issuance and administration of its securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase, substantially all of JPMorgan Financial’s assets relate to obligations of JPMorgan Chase to make payments under loans made to JPMorgan Chase by JPMorgan Financial or under other intercompany agreements. As a result, JPMorgan Financial is dependent upon payments from JPMorgan Chase to meet its obligations under its securities. If JPMorgan Chase does not make payments to JPMorgan Financial and JPMorgan Financial is unable to make payments on its securities, holders of JPMorgan Financial securities may have to seek payment under the related guarantee by JPMorgan Chase, and that guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit |
Description of Exhibit | |
| 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/ Scott L. Nearing | ||
| Name: | Scott L. Nearing | ||
| Title: | Assistant Corporate Secretary | ||
Dated: June 3, 2024