JPMORGAN CHASE & CO
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
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Item 9B. Other Information
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.
| Name | Title | Adoption date | Duration(c) | Aggregate number of shares to be sold(d) |
|---|---|---|---|---|
| Ashley Bacon | Chief Risk Officer | November 12, 2025 | November 12, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of Performance Share Units ("PSUs") vesting on March 25, 2026 |
| Jeremy Barnum | Chief Financial Officer | November 14, 2025 | November 14, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of PSUs vesting on March 25, 2026 |
| Lori Beer | Chief Information Officer | November 13, 2025 | November 13, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of PSUs vesting on March 25, 2026 |
| James Dimon(a) | Chairman and CEO | November 10, 2025 | November 10, 2025 – August 7, 2026 | 200,000 |
| Mary Erdoes | CEO, AWM | November 12, 2025 | November 12, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of PSUs vesting on March 25, 2026 |
| Marianne Lake(b) | CEO, CCB | November 12, 2025 | November 12, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of PSUs vesting on March 25, 2026 |
| Robin Leopold | Head of Human Resources | November 14, 2025 | November 14, 2025 – June 30, 2026 | 865 |
| Douglas Petno | Co-CEO, CIB | November 14, 2025 | November 14, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of PSUs vesting on March 25, 2026 |
| Jennifer Piepszak | Chief Operating Officer | November 13, 2025 | November 13, 2025 – June 30, 2026 | 50% of the net issued shares received as a result of PSUs vesting on March 25, 2026 |
| Troy Rohrbaugh | Co-CEO, CIB | November 13, 2025 | November 13, 2025 – June 30, 2026 | 50,000 |
(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.
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