JPMorgan Chase & Co. 10-K 2025-12-31

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

JPMorgan Chase & Co.

(Exact name of registrant as specified in its charter)

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

Securities registered pursuant to Section 12(b) of the Act:

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.

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, 2025: $794,433,813,496

Number of shares of common stock outstanding as of January 31, 2026: 2,697,032,375

Documents incorporated by reference: Portions of the registrant’s Proxy Statement for the annual meeting of stockholders to be held on May 19, 2026, 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

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 $4.4 trillion in assets and $362.4 billion in stockholders’ equity as of December 31, 2025. 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, 2025 (“2025 Form 10-K” or “Form 10-K”) or the Firm’s other filings with the SEC.

Business segments & Corporate

For management reporting purposes, 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 46, 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, digital asset and other 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.

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. From time to time, trade organizations representing the financial services industry and others have filed or may file lawsuits challenging various laws, rules and regulations. Such regulatory challenges may affect the scope, requirements or effective dates of the regulations applicable to the Firm.

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 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’s non-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 III capital framework. That proposal, which has not been finalized, would have significantly revised 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"). In September 2025, the Federal Reserve’s Vice Chair for Supervision indicated that U.S. banking regulators may issue an updated proposal to amend the U.S. risk-based capital framework in early 2026, replacing the July 2023 proposal. The timing and content of that revised proposal, including any required implementation date, are 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 expected to be delayed until January 1, 2027. 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 6, 2026. The capital plan rules indicate that, unless otherwise determined by the Federal Reserve, the Federal Reserve will notify the Firm of its indicative SCB requirement by June 30, 2026 and final SCB requirement by August 31, 2026 and the Firm’s final SCB requirement will become effective on October 1, 2026. The OCC requires JPMorgan Chase Bank, N.A. to perform separate, similar stress tests annually. Each year, the Firm publishes 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 October 2025, the Federal Reserve issued two proposals to revise its supervisory stress testing framework. The proposals would require the Federal Reserve to publish for public comment comprehensive documentation concerning the supervisory stress test models and annual stress test scenarios, including the models and scenarios for the 2026 stress test. The proposals also introduce an enhanced disclosure process, under which material changes to stress test models and scenarios would be subject to public comment prior to implementation. Based on the Federal Reserve’s analysis, the proposed changes to the stress test models and scenarios are not expected to materially change the SCB for firms, including JPMorganChase, that are subject to the supervisory stress test. In February 2026, the Federal Reserve released the final 2026 supervisory stress test scenarios, while announcing that SCB requirements for large banks, including the Firm, will remain at current levels through September 30, 2027 with new requirements to be calculated in 2027 based on revised models that incorporate public feedback.

In addition, in April 2025, the Federal Reserve proposed a rule that aims to reduce the volatility in capital requirements resulting from stress testing and the SCB requirement by averaging the SCB requirement over a two-year period and extending the annual effective date of the SCB by one quarter. These proposed updates to the stress testing framework and the SCB requirement, which are subject to public comment, have not been finalized. A pending legal challenge to the manner in which stress testing is currently administered has been stayed.

Refer to Capital Risk Management on pages 89–99 and Liquidity Risk Management on pages 100–107 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 remains subject to a consent order entered into in March 2024 with the OCC which relates 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,

Part I

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%. 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. In the final rule, the FDIC 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%. As of June 30, 2025, the reserve ratio exceeded the statutory minimum and, as of the third quarter of 2025, the FDIC was no longer operating under a restoration plan. On November 28, 2025, the FDIC announced that the designated reserve ratio, the FDIC’s longer-term goal for the deposit insurance fund, would remain unchanged at 2% for 2026.

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 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. In December 2025, the OCC issued a proposed rulemaking to amend its heightened standards guidelines, which would continue to apply to JPMorgan Chase Bank, N.A., by raising the asset threshold at which the guidelines apply to covered banks. In the proposed rulemaking, the OCC also invited comments on a number of questions, including whether the heightened standards guidelines should

be rescinded. The proposed rulemaking has not yet been finalized.

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, 2026, 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 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 October 2024, the CFPB issued a final rule

that would have required data providers, including banks such as JPMorgan Chase Bank, N.A., to make certain consumer data available to consumers and authorized third parties in electronic form. The final rule is currently subject to a preliminary injunction, and the CFPB has indicated that it intends to propose a new rule in the first quarter of 2026. The content of any new proposal, and the potential impact on the Firm, are uncertain.

In October 2023, the Federal Reserve 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 current debit interchange fee cap is subject to ongoing litigation, and the impact of that litigation on the Federal Reserve’s proposal is uncertain. 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. Certain states have introduced legislation related to interchange fees, which would impact the fees that financial institutions, including the Firm, would be permitted to receive for certain transactions within a state. Where interchange fee regulation has been passed at the state level, it is subject to ongoing legal challenge.

In the U.K., the Firm operates a retail bank through J.P. Morgan Europe Limited (“JPMEL”) and provides retail investment management services through J.P. Morgan Personal Investing Limited (“JPM PI”). JPMEL is regulated by the PRA, and both JPMEL and JPM PI 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 (“PSR”) with respect to its operation and use of payment systems. In March 2025, the U.K. government announced that the functions of the PSR will be consolidated into the FCA. In addition, the retail businesses of JPMEL and JPM PI 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 99 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 are subject to ongoing rule-making and implementation of new regulations and other guidance, including by the SEC and certain U.S. states regarding enhanced standards of conduct and conflicts of interest. In April 2024, the Department of Labor (“DOL”) finalized a “fiduciary” rule that would significantly expand who is deemed to be an investment advice fiduciary for retirement plans and individual retirement accounts under the Employee Retirement Income Security Act of 1947 and could affect fee and compensation practices at financial institutions that provide investment recommendations to retirement clients. The effective date of the rule has been stayed by two federal courts. The DOL has indicated that it intends to revise the rule, and the potential impact of the rule on the Firm is therefore uncertain.

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

Part I

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.

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 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.

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. Similar requirements exist in other jurisdictions in which the Firm operates. 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 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, 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 continue to implement and refine sustainability-related initiatives and disclosure requirements. The Corporate Sustainability Reporting Directive (“CSRD”) replaced and significantly expanded the scope and content of certain EU ESG reporting requirements, with phased-in requirements that started in 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 2029. 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. Both the CSRD and CSDDD will impact certain of the Firm’s EU and non-EU entities.

Human capital

JPMorganChase believes that its long-term growth and success depend on its ability to identify, attract, develop, retain and engage 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, 2025, JPMorganChase had 318,512 employees globally. JPMorganChase’s employees are located in 66 countries, with 58% 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, 2025:

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, 2025. Information on race/ethnicity of employees is categorized based on Equal Employment Opportunity 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.

(a)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.

(b)Other includes American Indian or Alaska Native, Native Hawaiian or Other Pacific Islander, and Two or More Races.

(c)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.

(d)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.

(e)Senior level employees represents employees with the titles of Managing Director and above.

(f)Excludes Todd A. Combs, who resigned from the Firm’s Board of Directors, effective December 7, 2025. Refer to Recent Events on page 50 for additional information.

(g)The Firm has not asked members of the Board of Directors to self-identify disability status.

Part I

Attracting and retaining employees

The goal of JPMorganChase’s recruitment efforts, which leverage a variety of channels to source from a broad pool of candidates, is to attract and hire highly qualified talent in all roles and at all career levels. The Firm’s hiring practices focus on the skills and qualifications of a candidate relative to the job requirements.

The Firm strives to provide both external candidates and internal employees who are seeking a different role with rewarding career opportunities. These opportunities range from internship training programs for students to entry-level, management and executive careers.

Developing employees

JPMorganChase supports the professional development and career growth of its employees. The Firm offers voluntary training programs and educational resources to all employees covering a broad variety of topics such as leadership and management, artificial intelligence, data literacy and operational and professional skills. Leadership Edge, the Firm’s global leadership and management development center of excellence, is focused on creating one Firmwide leadership culture. In addition, the Firm requires that its employees, including new hires, complete a training curriculum that covers, among other topics, information concerning Firm policies and standards.

Rewarding and supporting employees

The Firm provides market-competitive compensation and benefits programs. JPMorganChase’s compensation philosophy includes guiding principles that drive compensation-related decisions across the Firm, including pay-for-performance practices that are designed to attract and retain top talent, to be responsive to and aligned with shareholder interests, and to reinforce the Firm’s culture and Business Principles that guide how the Firm does business. The Firm follows a disciplined and balanced compensation framework, including the integration of risk, controls and conduct considerations. The Firm’s compensation approach is designed to pay the Firm’s employees fairly and competitively for the work they do.

JPMorganChase offers extensive benefits and wellness packages to support employees and their families, which vary depending on location and include healthcare coverage, retirement benefits, life and disability insurance, access to on-site health and wellness centers, counseling and resources related to mental health, time away policies, child care access and support, tuition assistance, and financial education.

The following discussion sets forth the material risk factors that could affect JPMorganChase’s financial condition and operations. Readers should not consider any descriptions of these factors to be a complete set of all potential risks that could affect the Firm. Any of the risk factors discussed below could by itself, or combined with other factors, materially and adversely affect JPMorganChase’s business, results of operations, financial condition, capital position, liquidity, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.

Summary

The principal risk factors include:

• Legal and Regulatory** risks, including the impact of extensive supervision and regulation, as well as changes to or in the application, interpretation or enforcement of applicable law or executive branch actions, on JPMorganChase’s business and operations; the ways in which differences in regulatory implementation in different jurisdictions or with respect to certain competitors could negatively impact JPMorganChase’s business; the ways in which governmental policies that discourage or penalize business relationships with certain industries, or require specific business practices, could negatively affect JPMorganChase's businesses; the penalties and other repercussions that JPMorganChase could face when resolving litigation or investigations by governmental authorities; the ways in which less predictable legal and regulatory frameworks in certain jurisdictions could negatively impact JPMorganChase’s operations and financial results; and the losses that security holders and other unsecured creditors will absorb if JPMorganChase were to enter into a resolution.

• Political** risks, including the potential negative effects on JPMorganChase’s businesses due to economic uncertainty resulting from political developments.

• Market** risks, including the effects that unfavorable economic and market events and conditions, political developments, changes in interest rates and credit spreads, and market fluctuations could have on JPMorganChase’s businesses, investments and market-making positions, as well as on its earnings and liquidity and capital levels.

• Credit** risks, including the effects from adverse changes in the financial condition of clients, customers, counterparties, central counterparties and other market participants; the potential for losses due to declines in the value of collateral; and potential negative impacts from concentrations of

credit risk with respect to clients, customers, counterparties and other market participants.

• Liquidity** risks, including the risk that JPMorganChase’s ability to operate could be impaired by constrained liquidity; the dependence of JPMorgan Chase & Co. on its subsidiaries for funding; and the potential adverse effects that any downgrades of JPMorganChase’s credit ratings could have on its liquidity and cost of funding.

• Capital** risks, including the risk that JPMorganChase’s ability to distribute capital to shareholders or to support its business activities could be limited if it does not satisfy applicable regulatory capital requirements.

• Operational** risks, including risks associated with JPMorganChase’s dependence on its operational systems and its employees, as well as the systems and employees of acquired businesses and external parties; the harm that could be caused by a successful cyber attack affecting JPMorganChase or by other extraordinary events; the adverse effects of failing to identify and address operational risks associated with the introduction of or changes to products, services and delivery platforms or technologies, as well as risks related to data management processes; risks related to safeguarding personal information; potential adverse effects of failing to comply with applicable standards for the oversight of vendors and other service providers; and risks associated with JPMorganChase’s risk management framework and control environment, its models and estimations and associated judgments used in its stress testing and financial statements, and controls over disclosure and financial reporting.

• Strategic** risks, including the damage to JPMorganChase’s competitive standing that could result from ineffective business strategies; risks associated with the significant competition that JPMorganChase faces; and the potential adverse impacts of climate change on JPMorganChase’s business and operations and those of its clients and customers.

• Conduct** risks, including the negative impact that could result from misconduct of JPMorganChase’s employees.

• Reputation** risks, including the potential negative commercial impacts that can arise from JPMorganChase’s decisions related to clients and business activities; and the failure to effectively manage conflicts of interest or to satisfy fiduciary obligations, or other factors that could damage JPMorganChase’s reputation.

• Country** risks, including potential impacts on JPMorganChase’s businesses from an outbreak or escalation of hostilities between countries or within a country or region; and the potential adverse effects

Part I

of local economic, political, regulatory and social factors on JPMorganChase’s business in certain countries in which it operates.

• People** risks, including the criticality of attracting and retaining qualified employees.

The above summary is subject in its entirety to the discussion of the risk factors set forth below.

The following terms which are used in the risk factors set forth below have these meanings:

“applicable law” means the laws, rules and regulations that apply to JPMorganChase’s businesses in the jurisdictions in which it operates.

“extraordinary events” include any of the events or circumstances mentioned in the risk factor entitled “JPMorganChase’s operations, results and reputation could be harmed by occurrences of extraordinary events beyond its control.”

“governmental authorities” means governmental and regulatory agencies, legislative and judicial bodies and other governmental entities and authorities in the countries, states, municipalities, territories, regions and other jurisdictions in which JPMorganChase does business.

“penalties” means fines, penalties or other sanctions imposed by governmental authorities.

Legal and Regulatory

JPMorganChase’s businesses are highly regulated and are significantly affected by applicable law and supervisory expectations.

JPMorganChase must comply with applicable law in all of the jurisdictions around the world where it does business. Like other financial services firms, JPMorganChase is subject to extensive supervision and regulation that significantly affects the way that it conducts its business and structures its operations. The supervisory and regulatory framework also imposes requirements for JPMorganChase to implement and maintain compliance programs, and the complexity of these programs can increase its risks of non-compliance. In addition, entering into or acquiring a new business or expanding current business could increase the scope of applicable law or supervision and regulation to which JPMorganChase is subject.

JPMorganChase has in the past and could in the future be required to modify its business and operations in response to changes in applicable law, regulatory decisions or supervisory expectations, such as:

• limiting the products and services that it offers

• increasing the prices that it charges for products and services, which could reduce the demand for them

• reducing the liquidity that it provides through market-making activities

• paying higher taxes or other governmental charges

• absorbing losses arising from fraudulent transactions perpetrated against its clients and

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None.

Refer to the Operational Risk Management section of Management’s discussion and analysis on pages 146–149 for a discussion of cybersecurity risk.

JPMorganChase’s headquarters is located in New York City at 270 Park Avenue, a 60-story office building owned by the Firm. As of December 31, 2025, the building was fully occupied, including by senior management.

The Firm owned or leased facilities in the following locations at December 31, 2025.

(a)At December 31, 2025, the Firm owned or leased 5,083 branches in 48 states and Washington D.C.

(b)Includes a 1.1 million square foot office building owned by the Firm that is vacant and undergoing a significant remodeling.

The premises and facilities occupied by JPMorganChase are collectively used across all of the Firm’s business segments and for corporate purposes. JPMorganChase continues to evaluate its current and projected space requirements and may determine from time to time that certain of its properties (including the premises and facilities noted above) are no longer necessary for its operations. There is no assurance that the Firm will be able to dispose of any such excess properties, premises or facilities, or that it will not incur costs in connection with such dispositions. Such disposition costs may be material to the Firm’s results of operations in a given period. Refer to the Consolidated Results of Operations on pages 51–54 for information on occupancy expense.

Refer to Note 30 for a description of the Firm’s material legal proceedings.

Not applicable.

Market for registrant’s common equity

JPMorganChase’s common stock is listed and traded on the New York Stock Exchange. Refer to “Five-year stock performance,” on page 45 for a comparison of the cumulative total return for JPMorganChase common stock with the comparable total return of the S&P 500 Index, the KBW Bank Index and the S&P Financials Index over the five-year period ended December 31, 2025.

Refer to Capital actions in the Capital Risk Management section of Management’s discussion and analysis on page 97 for information on the common dividend payout ratio. Refer to Note 21 and Note 26 for discussions of restrictions on dividend payments. On January 31, 2026, there were 202,288 holders of record of JPMorganChase common stock. Refer to Part III, Item 12 on page 38 for information regarding securities authorized for issuance under the Firm’s employee share-based incentive plans.

Repurchases under the common share repurchase program

Refer to Capital actions in the Capital Risk Management section of Management’s discussion and analysis on page 97 for information regarding repurchases under the Firm’s common share repurchase program.

On July 1, 2025, the Firm announced that its Board of Directors had authorized a new $50 billion common share repurchase program, effective July 1, 2025. Through June 30, 2025, the Firm was authorized to purchase up to $30 billion of common shares under its previously-approved common share repurchase program that was announced on June 28, 2024.

Shares repurchased pursuant to the common share repurchase programs during 2025 were as follows:

(a)Excludes excise tax and commissions.

(b)The $4.3 billion remaining under the prior Board authorization was canceled when the $50 billion repurchase program was authorized by the Board of Directors effective July 1, 2025.

(c)Represents the amount remaining under the $50 billion repurchase program.

Management’s discussion and analysis of financial condition and results of operations, entitled “Management’s discussion and analysis,” appears on pages 46–160. Such information should be read in conjunction with the Consolidated Financial Statements and Notes thereto, which appear on pages 165–314.

Refer to the Market Risk Management section of Management’s discussion and analysis on pages 133-142 for a discussion of quantitative and qualitative disclosures about market risk.

Parts II and III

The Consolidated Financial Statements, together with the Notes thereto and the report thereon dated February 13, 2026, of PricewaterhouseCoopers LLP, the Firm’s independent registered public accounting firm (PCAOB ID 238), appear on pages 162–314.

The “Glossary of Terms and Acronyms’’ is included on pages 320–327.

None.

The internal control framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), “Internal Control — Integrated Framework” (“COSO 2013”), provides guidance for designing, implementing and conducting internal control and assessing its effectiveness. The Firm used the COSO 2013 framework to assess the effectiveness of the Firm’s internal control over financial reporting as of December 31, 2025. Refer to “Management’s report on internal control over financial reporting” on page 161.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Firm’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective. Refer to Exhibits 31.1 and 31.2 for the Certifications furnished by the Chairman and Chief Executive Officer and Chief Financial Officer, respectively.

The Firm is committed to maintaining high standards of internal control over financial reporting. Nevertheless, because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Deficiencies or lapses in internal controls may occur from time to time, and there can be no assurance that any such deficiencies will not result in significant deficiencies or material weaknesses in internal control in the future and collateral consequences therefrom. Refer to “Management’s report on internal control over financial reporting” on page 161 for further information. There was no change in the Firm’s internal control over financial reporting (as defined in Rule 13a-15(f) under

the Securities Exchange Act of 1934) that occurred during the three months ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Firm’s internal control over financial reporting.

Trading arrangements

The following table provides information concerning Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) adopted in the fourth quarter of 2025 by any director or officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934 (each a “Section 16 Director or Officer”). These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c). Certain of the Firm's Section 16 Directors or Officers may participate in employee stock purchase plans, 401(k) plans or dividend reinvestment plans of the Firm that have been designed to comply with Rule 10b5-1(c). No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) were adopted by any Section 16 Director or Officer during the fourth quarter of 2025. Additionally, no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any Section 16 Director or Officer in the fourth quarter of 2025.

(a)Transaction by trusts of which Mr. Dimon has either a direct or indirect pecuniary interest.

(b)Transaction by trust of which Ms. Lake has either a direct or indirect pecuniary interest.

(c)Sales under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1. Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold.

(d)Unless otherwise stated, the aggregate number of shares to be sold pursuant to each trading arrangement is dependent on the terms and conditions of, and taxes on, the applicable PSUs, and therefore, is indeterminable at this time.

Parts II and III

Iran threat reduction disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. Except as set forth below, as of the date of this report, the Firm is not aware of any other activity, transaction or dealing by any of its affiliates during the calendar year 2025 that requires disclosure under Section 219.

As previously disclosed, during the second quarter of 2025, a non-U.S. subsidiary of the Firm processed three payments, each valued at the equivalent of approximately USD 130, for its client, a non-U.S. person, where the Iranian Embassy in London, U.K. was the beneficiary. The Firm did not charge a fee for these transactions. The payments were for the renewal of travel documentation for the client’s three minor children and were therefore exempt transactions pursuant to 31 C.F.R. 560.219(d).

As previously disclosed, during the third quarter of 2025, the Firm determined that an existing account holder at a non-U.S. subsidiary of the Firm had previously become employed by a subsidiary of an entity which is owned or controlled by the Government of Iran. The account was valued at the equivalent of approximately USD 119,000. The Firm’s non-U.S. subsidiary charged fees of the equivalent of approximately USD 850 from the time the account holder became employed by the applicable entity through the third quarter of 2025. The Firm has closed the account.

The Firm does not intend to engage in such transactions in the future.

Not applicable.

Executive officers of the registrant

Unless otherwise noted, during the five fiscal years ended December 31, 2025, all of JPMorganChase’s above-named executive officers have continuously held senior-level positions with JPMorganChase. There are no family relationships among the foregoing executive officers. Information to be provided in Items 10, 11, 12, 13 and 14 of this 2025 Form 10-K and not otherwise included herein is incorporated by reference to the Firm’s Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders to be held on May 19, 2026, which will be filed with the SEC within 120 days of the end of the Firm’s fiscal year ended December 31, 2025.

Code of Conduct and Code of Ethics

JPMorganChase has adopted, and posted on its website at https://www.jpmorganchase.com, a Code of Conduct for all employees of the Firm and a Code of Ethics for its Chairman and Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and all other professionals of the Firm worldwide serving in a finance, accounting, treasury, tax or investor relations role. The Code of Ethics is also available in print upon request to the Firm’s Investor Relations team. Within the time period required by the SEC, JPMorganChase will post on its website any amendment to the Code of Ethics and any waiver applicable to a director or executive officer.

Insider Trading Policy

JPMorganChase has adopted an insider trading policy applicable to its directors, officers and employees, as well as to JPMorganChase itself, governing the purchase, sale and other dispositions of the Firm’s securities (the “Insider Trading Policy”). The Firm believes that the Insider Trading Policy is reasonably designed to promote compliance with applicable U.S. federal securities laws and the listing standards of the New York Stock Exchange relating to insider trading. The Insider Trading Policy is filed as Exhibit 19 to this 2025 Form 10-K.

Parts III and IV

Refer to Item 10.

Refer to Item 10 for security ownership of certain beneficial owners and management.

The following table sets forth the total number of shares available for issuance under JPMorganChase’s employee share-based incentive plans (including shares available for issuance to non-employee directors). The Firm is not authorized to grant share-based incentive awards to non-employees, other than to non-employee directors.

(a)Does not include restricted stock units or performance stock units granted under the shareholder-approved Long-Term Incentive Plan (“LTIP”). Refer to Note 9 for further information.

(b)Represents shares available for future issuance under the shareholder-approved LTIP.

All shares available for future issuance will be issued under the shareholder-approved LTIP. Refer to Note 9 for further discussion.

Refer to Item 10.

Refer to Item 10.

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