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February 17, 2025 Newswires
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Annual financial and audit reports – JPMORGAN CHASE & CO.

U.S. Markets via PUBT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual report pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the fiscal year ended

Commission file

December 31, 2024

number 1-5805

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

Delaware

13-2624428

(State or other jurisdiction of

(I.R.S. employer

incorporation or organization)

identification no.)

383 Madison Avenue,

New York, New York

10179

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (212) 270-6000

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,

JPM PR D

The New York Stock Exchange

Series DD

Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock,

JPM PR C

The New York Stock Exchange

Series EE

Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock,

JPM PR J

The New York Stock Exchange

Series GG

Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% Non-Cumulative Preferred Stock,

JPM PR K

The New York Stock Exchange

Series JJ

Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% Non-Cumulative Preferred Stock,

JPM PR L

The New York Stock Exchange

Series LL

Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% Non-Cumulative Preferred Stock,

JPM PR M

The New York Stock Exchange

Series MM

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.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☒ Large accelerated filer

☐ Accelerated filer

☐ Non-accelerated filer

☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Yes ☐ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The aggregate market value of JPMorgan Chase & Co. common stock held by non-affiliates as of June 30, 2024: $573,443,601,053

Number of shares of common stock outstanding as of January 31, 2025: 2,796,106,099

Documents incorporated by reference: Portions of the registrant's Proxy Statement for the annual meeting of stockholders to be held on May 20, 2025, are incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

Form 10-K Index

Part I

Page

Item 1.

Business.

1

Overview

1

Business segments & Corporate

1

Competition

1

Supervision and regulation

2-7

Human capital

8-9

Distribution of assets, liabilities and stockholders' equity; interest rates and interest differentials

322-326

Item 1A.

Risk Factors.

10-37

Item 1B.

Unresolved Staff Comments.

38

Item 2.

Properties.

38

Item 3.

Legal Proceedings.

38

Item 4.

Mine Safety Disclosures.

38

Part II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

39

Item 6.

Reserved

39

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

39

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

39

Item 8.

Financial Statements and Supplementary Data.

40

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

40

Item 9A.

Controls and Procedures.

40

Item 9B.

Other Information.

41

Item 9C.

Disclosure regarding Foreign Jurisdictions that Prevent Inspections.

41

Part III

Item 10.

Directors, Executive Officers and Corporate Governance.

42

Item 11.

Executive Compensation.

43

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

43

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

43

Item 14.

Principal Accounting Fees and Services.

43

Part IV

Item 15.

Exhibits, Financial Statement Schedules.

44-47

Part I

Item 1. Business.

Overview

JPMorgan Chase & Co. ("JPMorganChase" or the "Firm", NYSE: JPM), a financial holding company incorporated under Delaware law in 1968, is a leading financial services firm based in the United States of America ("U.S."), with operations worldwide. JPMorganChase had $4.0 trillion in assets and $344.8 billion in stockholders' equity as of December 31, 2024. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers, predominantly in the U.S., and many of the world's most prominent corporate, institutional and government clients globally.

JPMorganChase's principal bank subsidiary is JPMorgan Chase Bank, National Association ("JPMorgan Chase Bank, N.A."), a national banking association with U.S. branches in 48 states and Washington, D.C. JPMorganChase's principal non-bank subsidiary is J.P. Morgan Securities LLC ("J.P. Morgan Securities"), a U.S. broker-dealer. The bank and non- bank subsidiaries of JPMorganChase operate nationally as well as through overseas branches and subsidiaries, representative offices and subsidiary foreign banks. The Firm's principal operating subsidiaries outside the U.S. are J.P. Morgan Securities plc and J.P. Morgan SE ("JPMSE"), which are subsidiaries of JPMorgan Chase Bank, N.A. and are based in the United Kingdom ("U.K.") and Germany, respectively.

The Firm's website is www.jpmorganchase.com. JPMorganChase makes available on its website, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files or furnishes such material to the U.S. Securities and Exchange Commission (the "SEC") at www.sec.gov. JPMorganChase makes new and important information about the Firm available on its website at https://www.jpmorganchase.com, including on the Investor Relations section of its website at https://www.jpmorganchase.com/ir. Information on the Firm's website, including documents on the website that are referenced in this Form 10-K, is not incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K" or "Form 10-K") or the Firm's other filings with the SEC.

Business segments & Corporate

Effective in the second quarter of 2024, JPMorganChase reorganized its reportable business segments by combining the former Corporate & Investment Bank and Commercial Banking business segments to form one reportable segment, the Commercial & Investment Bank. As a result of the

reorganization, the Firm has three reportable business segments - Consumer & Community Banking ("CCB"), Commercial & Investment Bank ("CIB") and Asset & Wealth Management ("AWM") - with the remaining activities in Corporate. The Firm's consumer business segment is CCB, and the Firm's wholesale business segments are CIB and AWM.

A description of the Firm's reportable business segments and the products and services that they provide to their respective client bases, as well as a description of Corporate activities, is provided in the Management's discussion and analysis of financial condition and results of operations section of this Form 10-K ("Management's discussion and analysis" or "MD&A") under the heading "Business Segment & Corporate Results," which begins on page 52, and in Note 32.

Competition

JPMorganChase and its subsidiaries and affiliates operate in highly competitive environments. Competitors include other banks, brokerage firms, investment banking companies, merchant banks, hedge funds, commodity trading companies, private equity firms, insurance companies, mutual fund companies, investment managers, credit card companies, mortgage banking companies, trust companies, securities processing companies, automobile financing companies, leasing companies, e- commerce and other internet-based companies, financial technology companies, and other companies engaged in providing similar and new products and services. The Firm's businesses generally compete on the basis of the quality and variety of the Firm's products and services, transaction execution, innovation, reputation and price. Competition also varies based on the types of clients, customers, industries and geographies served. With respect to some of its geographies and products, JPMorganChase competes globally; with respect to others, the Firm competes on a national or regional basis. New competitors in the financial services industry continue to emerge, including firms that offer products and services solely through the internet and non-financial companies that offer products and services that disintermediate traditional banking products and services offered by financial services firms such as JPMorganChase.

1

Part I

Supervision and regulation

The Firm is subject to extensive and comprehensive regulation under U.S. federal and state laws, as well as the applicable laws of the jurisdictions outside the U.S. in which the Firm does business.

Financial holding company:

Consolidated supervision. JPMorgan Chase & Co. is a bank holding company ("BHC") and a financial holding company ("FHC") under U.S. federal law, and is subject to comprehensive consolidated supervision, regulation and examination by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Federal Reserve acts as the supervisor of the consolidated operations of BHCs. Certain of JPMorganChase's subsidiaries are also regulated directly by additional authorities based on the activities or licenses of those subsidiaries.

JPMorganChase's national bank subsidiary, JPMorgan Chase Bank, N.A., is supervised and regulated by the Office of the Comptroller of the Currency ("OCC") and, with respect to certain matters, by the Federal Deposit Insurance Corporation (the "FDIC").

JPMorganChase's U.S. broker-dealers are supervised and regulated by the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA"). Subsidiaries of the Firm that engage in certain futures-related and swaps-related activities are supervised and regulated by the Commodity Futures Trading Commission ("CFTC"). J.P. Morgan Securities plc holds a banking license in the U.K. and is regulated by the U.K. Prudential Regulation Authority (the "PRA") and the U.K. Financial Conduct Authority ("FCA").

JPMSE is a Germany-based credit institution jointly regulated by the European Central Bank ("ECB"), the German Financial Supervisory Authority and the German Central Bank, as well as the local regulators in each of the countries in which it operates. The Firm's other non-U.S. subsidiaries are regulated by the banking, securities, prudential, payments and conduct regulatory authorities, as applicable, in the countries in which they operate.

Permissible business activities. The Bank Holding Company Act restricts BHCs from engaging in business activities other than the business of banking and certain closely-related activities. FHCs are permitted to engage in a broader range of financial activities. The Federal Reserve has the authority to limit an FHC's ability to conduct otherwise permissible activities if the FHC or any of its depository institution subsidiaries ceases to meet applicable eligibility requirements. The Federal Reserve may also impose corrective capital and/or managerial requirements on the FHC, and if deficiencies are persistent, may require divestiture of the FHC's depository institutions. If any

2

depository institution controlled by an FHC fails to maintain a satisfactory rating under the Community Reinvestment Act, the Federal Reserve must prohibit the FHC and its subsidiaries from engaging in any new activities other than those permissible for BHCs, or acquiring a company engaged in such activities.

Capital and liquidity requirements. The Federal Reserve establishes capital, liquidity and leverage requirements for JPMorganChase that are generally consistent with the international Basel III capital and liquidity framework and evaluates the Firm's compliance with those requirements. The OCC establishes similar requirements for JPMorgan Chase Bank, N.A. Certain of the Firm'snon-U.S.subsidiaries and branches are also subject to local capital and liquidity requirements.

Banking supervisors globally continue to refine and enhance the Basel III capital framework for financial institutions. In July 2023, U.S. banking regulators released a proposal to amend the U.S. risk-based capital framework to incorporate certain elements of the revised international Basel

  1. capital framework. The proposal would significantly revise risk-based capital requirements for banks with assets of $100 billion or more, including the Firm and other U.S. global systemically important banks ("GSIBs"). Finalization of the proposal, including the required implementation date, is uncertain. The Firm continues to monitor developments and potential impacts.

In the EU and U.K., regulators have finalized the rules implementing their Basel III frameworks. The new rules became effective in the EU beginning January 1, 2025, with market risk aspects delayed until January 1, 2026. In January 2025, the PRA announced that it intends to delay the implementation of the new rules in the U.K. to January 1, 2027. There are certain transitional arrangements applicable in both the EU and U.K. until 2032 and 2030, respectively.

Stress tests. As a large BHC, JPMorganChase is subject to supervisory stress testing administered by the Federal Reserve as part of the Federal Reserve's annual Comprehensive Capital Analysis and Review ("CCAR") framework. The Firm must conduct annual company-run stress tests and must also submit an annual capital plan to the Federal Reserve, taking into account the results of separate stress tests designed by each of the Firm and the Federal Reserve. The Federal Reserve uses the results under the severely adverse scenario from its supervisory stress test to determine the Firm's Stress Capital Buffer ("SCB") requirement for the coming year, which forms part of the Firm's applicable capital buffers. The Firm is required to file its annual CCAR submission on April 5, 2025. The Federal Reserve will notify the Firm of its indicative SCB requirement by June 30, 2025 and final SCB requirement by August 31, 2025. The Firm's final

SCB requirement will become effective on October 1, 2025. The OCC requires JPMorgan Chase Bank, N.A. to perform separate, similar stress tests annually. The Firm publishes each year the results of the annual stress tests for the Firm and JPMorgan Chase Bank, N.A. under the supervisory "severely adverse" scenarios provided by the Federal Reserve and the OCC. In December 2024, the Federal Reserve indicated in a press release that it intends to seek public comment on changes to its stress testing framework. Additionally, there is a pending legal challenge to the manner in which stress testing is administered. Refer to Litigation and regulatory challenges on pages 6-7 for further information.

Refer to Capital Risk Management on pages 97-107 and Liquidity Risk Management on pages 108-115 for more information.

Enhanced prudential standards. As part of its mandate to identify and monitor risks to the financial stability of the U.S. posed by large banking organizations, the Financial Stability Oversight Council ("FSOC") recommends prudential standards and reporting requirements to the Federal Reserve for systemically important financial institutions ("SIFIs"), such as JPMorganChase. The Federal Reserve has adopted several rules to implement those heightened prudential standards, including rules relating to risk management and corporate governance of subject BHCs. JPMorganChase is required under these rules to comply with enhanced liquidity and overall risk management standards, including oversight by the board of directors of risk management activities.

Holding company as a source of strength. JPMorgan Chase & Co. is required to serve as a source of financial strength for its depository institution subsidiaries and to commit resources to support those subsidiaries, including when directed to do so by the Federal Reserve.

Regulation of acquisitions. Acquisitions by BHCs and their banks are subject to requirements, limitations and prohibitions established by law and by the Federal Reserve and the OCC. For example, FHCs and BHCs are required to obtain the approval of the Federal Reserve before they acquire more than 5% of the voting shares of an unaffiliated bank. In addition, acquisitions by financial companies are generally prohibited if, as a result of the acquisition, the total liabilities of the financial company would exceed 10% of the total liabilities of all financial companies, as determined under Federal Reserve regulations. Furthermore, for certain acquisitions, the Firm must provide written notice to the Federal Reserve prior to acquiring direct or indirect ownership or control of any voting shares of any company with over $10 billion in assets that is engaged in activities that are "financial in nature." Moreover, while FHCs may engage in a

broader range of activities (including acquisitions) than BHCs, the Federal Reserve has the authority to limit an FHC's ability to conduct otherwise permissible acquisitions if the FHC or any of its depository institution subsidiaries ceases to meet applicable eligibility requirements.

Ongoing obligations. The Firm is subject to a five-year cooperation obligation under an order issued by the CFTC on September 29, 2020, relating to precious metals and U.S. Treasuries markets investigations. The Firm also remains subject to consent orders entered into in March 2024 with the OCC and the Board of Governors of the Federal Reserve System, and a resolution entered into in May 2024 with the CFTC, which relate to the Firm's processes to inventory trading venues and confirm the completeness of certain data fed to trade surveillance platforms.

Subsidiary banks:

The activities of JPMorgan Chase Bank, N.A., the Firm's principal subsidiary bank, are limited to those specifically authorized under the National Bank Act and related interpretations of the OCC. The OCC has authority to bring an enforcement action against JPMorgan Chase Bank, N.A. for unsafe or unsound banking practices, which could include limiting JPMorgan Chase Bank, N.A.'s ability to conduct otherwise permissible activities, or imposing corrective capital or managerial requirements on the bank.

FDIC deposit insurance. The FDIC deposit insurance fund provides insurance coverage for certain deposits and is funded through assessments on banks, including JPMorgan Chase Bank, N.A. The FDIC is required to maintain a minimum reserve ratio, which measures the balance of reserves in the deposit insurance fund against an estimate of FDIC-insured deposits, of 1.35%. The reserve ratio is currently below the statutory minimum and, in October 2022, the FDIC adopted a final rule to raise bank assessments and accelerate the time by which the reserve ratio would meet the statutory minimum. As a result, the FDIC has adopted a restoration plan to bring the reserve ratio up to the required 1.35% by September 30, 2028, with a longer-term target of maintaining a reserve ratio of 2%.

FDIC powers upon a bank insolvency. Upon any insolvency of JPMorgan Chase Bank, N.A., the FDIC could be appointed as conservator or receiver under the Federal Deposit Insurance Act. The FDIC has broad powers to transfer assets and liabilities without the approval of the institution's creditors.

Prompt corrective action. The Federal Deposit Insurance Corporation Improvement Act of 1991 requires the relevant federal banking regulator to take "prompt corrective action" with respect to a depository institution if that institution does not meet certain

3

Part I

capital adequacy standards. The Federal Reserve is also authorized to take appropriate action against the parent BHC, such as JPMorgan Chase & Co., based on the undercapitalized status of any bank subsidiary. In certain instances, the BHC would be required to guarantee the performance of the capital restoration plan for its undercapitalized subsidiary.

Heightened Supervisory Standards. In the U.S., the OCC has established guidelines setting forth heightened standards for large banks, including minimum standards for the design and implementation of a risk governance framework for banks. Under these standards, a bank's risk governance framework must ensure that the bank's risk profile is easily distinguished and separate from that of its parent BHC for risk management purposes. The bank's board or risk committee is responsible for approving the bank's risk governance framework, providing active oversight of the bank's risk- taking activities, and holding management accountable for adhering to the risk governance framework.

The Firm's banking entities in the EU and the U.K. are subject to supervisory expectations published by the ECB and the PRA, respectively, addressing bank strategy, governance and risk management in the areas of climate change, operational resilience, reliance on IT systems and third- party services, and resilience from macro-financial and geopolitical shocks.

Restrictions on transactions with affiliates. JPMorgan Chase Bank, N.A. and its subsidiaries are subject to restrictions imposed by federal law on extensions of credit to, investments in stock or securities of, and derivatives, securities lending and certain other transactions with, JPMorgan Chase & Co. and certain other affiliates. These restrictions prevent JPMorgan Chase

  • Co. and other affiliates from borrowing from JPMorgan Chase Bank, N.A. and its subsidiaries unless the loans are secured in specified amounts and comply with certain other requirements.

Dividend restrictions. Federal law imposes limitations on the payment of dividends by national banks, such as JPMorgan Chase Bank, N.A. Refer to Note 26 for the amount of dividends that JPMorgan Chase Bank, N.A. could pay, at January 1, 2025, to JPMorganChase without the approval of the banking regulators. The OCC and the Federal Reserve also have authority to prohibit or limit the payment of dividends of a bank subsidiary that they supervise if, in the banking regulator's opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the bank.

Depositor preference. Under federal law, the claims of a receiver of an insured depositary institution ("IDI") for administrative expense and the claims of holders of

4

U.S. deposit liabilities (including the FDIC and deposits in non-U.S. branches that are dually payable in the U.S. and in a non-U.S. branch) have priority over the claims of other unsecured creditors of the institution, including depositors in non-U.S. branches and public noteholders.

Consumer supervision and regulation. JPMorganChase and JPMorgan Chase Bank, N.A. are subject to supervision and regulation in the U.S. by the Consumer Financial Protection Bureau ("CFPB") with respect to federal consumer protection laws, including laws relating to fair lending and the prohibition of unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of consumer financial products and services. The CFPB also has jurisdiction over small business lending activities with respect to fair lending and the Equal Credit Opportunity Act. As part of its regulatory oversight, the CFPB has authority to take enforcement actions against firms that offer certain products and services to consumers using practices that are deemed to be unfair, deceptive or abusive. In March 2024, the CFPB released a final rule which significantly reduces the late payment fees that large credit card issuers, including the Firm, are permitted to charge to customers (the "CFPB Late Fee Rule"). The final rule is currently stayed pending resolution of anindustry-ledchallenge in federal court. Refer to Litigation and regulatory challenges on pages6-7for further information.

In addition, in October 2024, the CFPB issued a final rule that requires data providers, including banks, to make certain consumer data available to consumers and authorized third parties in electronic form beginning in April 2026 (the "CFPB Data Sharing Rule"). Refer to Litigation and regulatory challenges on pages 6-7 for further information.

Separately, in December 2024, the CFPB announced a final rule that would significantly restrict overdraft fees for certain insured depository institutions, including the Firm (the "CFPB Overdraft Rule"). The rule imposes certain requirements on overdraft protections that are similar to those that apply to credit cards, unless the institution prices the overdraft fee at $5 per transaction or the institution's cost as outlined by the CFPB. Refer to Litigation and regulatory challenges on pages 6-7 for further information.

In October 2023, the Federal Reserve Board proposed to lower the maximum interchange fee that large debit card issuers, including the Firm, would be permitted to receive for a debit card transaction. The proposal would also establish a process for automatically publishing an updated maximum fee amount every other year going forward. The Firm's consumer activities are also subject to regulation under state

statutes which are enforced by the Attorney General or empowered agency of each state.

In the U.K., the Firm operates a retail bank through J.P. Morgan Europe Limited ("JPMEL") and provides retail investment management services through Nutmeg Saving and Investment Limited ("Nutmeg"). JPMEL is regulated by the PRA, and both JPMEL and Nutmeg are regulated by the FCA with respect to their conduct of financial services in the U.K., including obligations relating to the fair treatment of customers. JPMEL is also regulated by the U.K. Payment Systems Regulator with respect to its operation and use of payment systems. In addition, the retail businesses of JPMEL and Nutmeg are subject to U.K. consumer-protection legislation.

Securities and broker-dealer regulation:

The Firm conducts securities underwriting, dealing and brokerage activities in the U.S. through J.P. Morgan Securities LLC and other non-bank broker- dealer subsidiaries, all of which are subject to regulations of the SEC, FINRA and the New York Stock Exchange, among others. The Firm conducts similar securities activities outside the U.S. subject to local regulatory requirements. In the U.K., those activities are primarily conducted by J.P. Morgan Securities plc and in the EU, those activities are primarily conducted by JPMSE. Broker-dealers are subject to laws and regulations covering all aspects of the securities business, including sales and trading practices, securities offerings, publication of research reports, use of customer funds, the financing of client purchases, capital structure, record-keeping and retention, and the conduct of their directors, officers and employees. Refer to Broker-dealer regulatory capital on page 107 for information concerning the capital of J.P. Morgan Securities LLC, J.P. Morgan Securities plc and JPMSE. In addition, the Firm's sales and trading activities, which are conducted through both bank and non-bank subsidiaries, are subject to laws and regulations relating to market conduct, including prohibitions on manipulative or anti-competitive practices.

Investment management regulation:

The Firm's asset and wealth management businesses are subject to significant regulation in jurisdictions around the world relating to, among other things, the safeguarding and management of client assets, offerings of funds and marketing activities. Certain of the Firm's subsidiaries are registered with, and subject to oversight by, the SEC as investment advisers and broker-dealers. The Firm's registered investment advisers in the U.S. are subject to the fiduciary and other obligations imposed under the Investment Advisers Act of 1940 and applicable state and federal law. The Firm's bank fiduciary activities are subject to supervision by the OCC.

The Firm's asset and wealth management businesses continue to be subject to ongoing rule-making and implementation of new regulations and other guidance, including by the SEC and certain U.S. states with respect to enhanced standards of conduct and conflicts of interest. In April 2024, the Department of Labor ("DOL") finalized a new "fiduciary" rule that would significantly expand the scope for defining who can be deemed investment advice fiduciaries for purposes of retirement plans and individual retirement accounts ("IRAs") under the Employee Retirement Income Security Act of 1974, as amended (the "Fiduciary Rule"). Among the most significant impacts of the rule and related amendments to prohibited transaction exemptions would be the impact on the fee and compensation practices at financial institutions that offer investment recommendations to retirement clients, including in the context of rollovers from an employer plan to an IRA. The effective date of the Fiduciary Rule has been stayed by two federal courts. Refer to Litigation and regulatory challenges on pages 6-7 for further information.

Derivatives regulation:

The Firm is subject to comprehensive regulation of its derivatives businesses. In the U.S., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and J.P. Morgan Securities plc are registered with the CFTC as "swap dealers". In addition, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC are registered with the SEC as "security-based swap dealers". As a result, these entities are subject to a comprehensive regulatory framework applicable to their swap or security-based swap activities, including capital requirements, rules requiring the collateralization of uncleared swaps and security-based swaps, rules regarding segregation of counterparty collateral, business conduct and documentation standards, rules requiring the central clearing of standardized over-the-counter ("OTC") derivatives, requirements that certain standardized OTC swaps be traded on regulated trading venues, record-keeping and reporting obligations, and anti-fraud and anti-manipulation requirements. Similar requirements have also been established in the European Union ("EU") under the European Market Infrastructure Regulation ("EMIR") and the Markets in Financial Instruments Directive ("MiFID II"), as well as in the U.K. and other jurisdictions around the world.

J.P. Morgan Securities LLC is also registered with the CFTC as a futures commission merchant and is a member of the National Futures Association.

Data, privacy, cybersecurity and artificial intelligence regulation: The Firm and its subsidiaries are subject to laws, rules and regulations globally concerning data, including data protection, consumer protection, privacy, cybersecurity, artificial intelligence and related

5

Part I

matters. These laws, rules and regulations are constantly evolving, subject to interpretation, remain a focus of regulators globally, may be enforced by private parties or government bodies, and continue to have a significant impact on all of the Firm's businesses and operations.

For example, the Digital Operational Resilience Act (DORA) mandates that the Firm's financial services subsidiaries operating in the EU comply with requirements relating to information and communications technology ("ICT") risk management, reporting, security control testing and ICT third party risks beginning in January 2025. In addition, the EU Artificial Intelligence Act regulates the development and deployment of artificial intelligence systems within the EU, with phased-in requirements that began in February 2025.

The Bank Secrecy Act and Economic Sanctions:

The Bank Secrecy Act ("BSA") requires all financial institutions, including banks and securities broker-dealers, to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes a variety of record-keeping and reporting requirements, as well as due diligence/know-your-customer documentation requirements. The Firm is also subject to the regulations and economic sanctions programs administered and enforced by the U.S. Treasury's Office of Foreign Assets Control ("OFAC") and EU and U.K. authorities which target entities or individuals that are, or are located in countries that are, involved in activities including terrorism, hostilities, embezzlement or human rights violations. The Firm is also subject to economic sanctions laws, rules and regulations in other jurisdictions in which it operates, including those that conflict with or prohibit a firm such as JPMorganChase from complying with certain laws, rules and regulations to which it is otherwise subject.

Anti-Corruption:

The Firm is subject to laws and regulations relating to corrupt and illegal payments to government officials and others in the jurisdictions in which it operates, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

Compensation practices:

The Firm's compensation practices are subject to oversight by the Federal Reserve, as well as other agencies. The Federal Reserve has jointly issued guidance with the FDIC and the OCC that is designed to ensure that incentive compensation paid by banking organizations does not encourage imprudent risk-taking that threatens the organizations' safety and soundness. The Financial Stability Board ("FSB") has also established standards covering compensation principles for banks. The Firm's compensation

6

practices are also subject to regulation and oversight by regulators in other jurisdictions, notably the Fifth Capital Requirements Directive ("CRD V"), as implemented in the EU and as largely adopted in the U.K, which includes compensation-related provisions. The European Banking Authority has instituted guidelines on compensation policies including under CRD V which in certain countries (such as Germany) are implemented or supplemented by local regulations or guidelines. The U.K. regulators have also instituted regulations and guidelines on compensation policies, which diverge in certain areas from EU rules. The Firm expects that the implementation of regulatory guidelines regarding compensation in the U.S. and other countries will continue to evolve, and may affect the manner in which the Firm structures its compensation programs and practices.

Sustainability:

Policymakers in the U.K. and the EU have continued to implement and enhance sustainability-related initiatives and disclosure requirements. The Corporate Sustainability Reporting Directive ("CSRD") will replace and significantly expand the scope and content of certain EU ESG reporting requirements, with phased-in requirements expected to start with fiscal year 2024. The implementation of CSRD into local law has been delayed in a number of member states, including in Germany, and the Firm continues to monitor developments and potential impacts. In addition, in July 2024, the EU enacted the Corporate Sustainability Due Diligence Directive ("CSDDD"), which provides for phased-in requirements starting in 2027. The CSDDD sets mandatory due diligence obligations for companies to address actual and potential human rights violations and environmental adverse impacts stemming from their own operations and business relationships, including the activities of certain companies with which they have established business relationships and also requires the adoption of company-specific climate-related transition plans. Both the CSRD and CSDDD will impact certain of the Firm's EU and non-EU entities.

Litigation and regulatory challenges:

Trade organizations representing the financial services industry and others have filed lawsuits challenging various laws, rules and regulations that, if enacted, adopted or implemented, could have significant adverse impacts on the results of operations or compliance costs of financial institutions, including the Firm. These matters include:

  • Stress tests: The Bank Policy Institute ("BPI"), the U.S. Chamber of Commerce and other trade organizations filed an action against the Federal Reserve in the United States District Court for the SoutheDistrict of Ohio in December 2024 challenging the manner in which the annual stress testing process is administered.
  • CFPB Late Fee Rule: This rule has been stayed pending resolution of an action challenging the rule filed against the CFPB in the United States District Court for the NortheDistrict of Texas in March 2024 by trade organizations including the American Bankers Association and the Consumer Bankers Association.
  • CFPB Data Sharing Rule: The BPI, the Kentucky Bankers Association and other organizations filed an action against the CFPB in the United States District Court for the EasteDistrict of Kentucky in October 2024 challenging key aspects of this rule.
  • CFPB Overdraft Rule: An action filed by trade organizations led by the Mississippi Bankers Association against the CFPB in the United States District Court for the SoutheDistrict of Mississippi in December 2024 seeks a preliminary injunction to stay the October 1, 2025 effective date of this rule. The CFPB has consented in part to stay the effective date of the rule by 90 days and to temporarily stay the litigation. The preliminary injunction and the stay of litigation are pending court approval.
  • Fiduciary Rule: Trade organizations including the Federation of Americans for Consumer Choice and the American Council of Life Insurers filed actions against the DOL seeking to enjoin this rule, and in July 2024, the effective date of the rule was stayed by two United States District Courts.

7

Part I

Human capital

JPMorganChase believes that its long-term growth and success depend on its ability to attract, develop and retain talented employees and foster an inclusive work environment. The information provided below relates to JPMorganChase's full-time and part-time employees and does not include the Firm's contractors.

Global workforce

As of December 31, 2024, JPMorganChase had 317,233 employees globally, an increase of 7,307 employees from the prior year. The increase was primarily attributable to growth in the number of front office and technology employees. JPMorganChase's employees are located in 66 countries, with 59% of the Firm's employees located in the U.S. The following table presents the distribution of the Firm's global workforce by region and by line of business ("LOB") and Corporate as of December 31, 2024:

Employee Breakdown by Region

Region

Employees

North America

187,179

Asia-Pacific

93,941

Europe/Middle East/Africa

30,729

Latin America/Caribbean

5,384

Total Firm

317,233

Employee Breakdown by LOB and Corporate

LOB

Employees

CCB

144,989

CIB

93,231

AWM

29,403

Corporate

49,610

Total Firm

317,233

Workforce composition

The following table presents information based on voluntary self-identifications by the Firm's employees, including members of the Firm's Operating Committee and other senior level employees, as well as members of the Board of Directors, as of December 31, 2024. Information on race/ethnicity of employees is categorized based on Equal Employment Opportunity ("EEO") classifications and is presented for U.S. employees who self-identified, and information on gender is presented for global employees who self-identified. Information on race/ethnicity and gender for members of the Operating Committee and the Board of Directors reflects all such members. Information on LGBTQ+ and veteran statuses is based on all U.S. employees, and all members of the Operating Committee and the Board of Directors. Information on disability status is based on all U.S. employees and all members of the Operating Committee.

December 31, 2024

Total

Senior level

Operating

Board of

employees

employees(e)

Committee

Directors(f)

Race/Ethnicity(a):

White

43

%

74

%

86

%

80

%

Hispanic

21

%

6

%

7

%

-

Asian

20

%

14

%

7

%

-

Black

13

%

5

%

-

20

%

Other(b)

3

%

1

%

-

-

Gender(c):

Men

51

%

71

%

53

%

50

%

Women

49

%

29

%

47

%

50

%

LGBTQ+(d)

4

%

2

%

7

%

-

Military veterans(d)

3

%

2

%

-

10

%

People with disabilities(d)

5

%

3

%

-

-

(g)

  1. Based on EEO metrics. Presented as a percentage of the respective populations who self-identified race/ethnicity, which was 97% and 95% of the Firm's total U.S.-based employees and U.S.-based senior level employees, respectively, and all members of the Operating Committee and the Board of Directors. Information for the Operating Committee includes one member who is based outside of the U.S.
  2. Other includes American Indian or Alaskan Native, Native Hawaiian or Other Pacific Islander, and two or more races/ethnicities.
  3. Presented as a percentage of the respective populations who self-identified gender, which was 99% of each of the Firm's total global employees and senior level employees, and all members of the Operating Committee and the Board of Directors.
  4. Presented as a percentage of total U.S.-based employees, total U.S.-based senior level employees, all members of the Operating Committee, and all members of the Board of Directors, respectively.
  5. Senior level employees represents employees with the titles of Managing Director and above.
  6. Excludes Brad D. Smith and Michele G. Buck, who were elected to the Firm's Board of Directors, effective January 21, 2025 and March 17, 2025, respectively.
  7. The Firm has not asked members of the Board of Directors to self-identify disability status.

8

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JPMorgan Chase & Co. published this content on February 17, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on February 17, 2025 at 16:39:37.080.

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