UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 Charter)
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Registrant’s
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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) |
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| 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:
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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 |
JPMorgan Chase & Co. (the “Registrant”) and JPMorgan Chase Financial Company LLC (“JPMCFC”) have filed a Registration Statement on Form S-3 (File Nos. 333-236659 and 333-236659-01) under the Securities Act of 1933, as amended, registering, among other securities, (i) JPMCFC’s Global Medium-Term Notes, Series A (the “Notes”), which will be fully and unconditionally guaranteed by the Registrant, that may be offered from time to time and (ii) guarantees of the Notes by the Registrant (the “Guarantees”). A form of Master Note of JPMCFC relating to certain of the Notes and a legal opinion as to the legality of certain of the Notes and any related Guarantees are being filed as exhibits to this report.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 4.1 | Form of Master Note of JPMCFC relating to certain of the Notes | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP as to the legality of certain of the Notes and the related Guarantees | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in 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) |
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.
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JPMORGAN CHASE & CO. (Registrant) | |||
| By: | /s/ Henry L. “Scott” Nearing | ||
| Name: | Henry L. “Scott” Nearing | ||
| Title: | Assistant Corporate Secretary | ||
Dated: May 6, 2022