Download pdf - JPMorgan Chase Employee Stock Purchase Plan Prospectus...JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 5 Some Quick Facts This page is an overview of the Plan’s key features

JPMorgan Chase Employee Stock Purchase Plan Prospectus

This document constitutes a prospectus covering securities that have been registered under the Securities Act of 1933. The date of this document is October 1, 2018.

Note for Employees in EU Countries: The information herein is provided to allow the offer made under the Plan to fall within Article 4(1)(e) of the Prospectus Directive (2003/71/EC), as amended.

JPMorgan Chase EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS 1

Table of Contents Page

Contact Information 3

Key Terms 4

Some Quick Facts 5

Description of the Plan 6

Rewards and Risks of Plan Participation 6

Administration 6

Eligibility 7

Employees Outside the United States 7

Enrollment 8

When to Enroll 8

How to Enroll 8

Contributions 8

How Much You Can Contribute 8

How You Contribute 9

How You Change Your Contributions 9

If You Sell Shares Through the Employee Stock Purchase Plan 9

How and When Contributions End 10

Stock Purchase and Ownership 10

How Shares Are Purchased 10

Purchase Dates 11

Maximum Amount 11

Stock Ownership 11

Accessing Your Shares 11

Taxpayer Certification 11

Dividends 14

Voting Rights 14

Policies Restricting Securities Transactions 14

Window Period 14

Personal Account Dealing (PAD) Policy 15

Quarterly Blackout Period 15

When Participation Ends 15

Tax Information 15

U.S. Taxpayer Certification 15

U.S. Federal Income Tax Information 16

Dividends 16

Purchase of Shares 16

Non-U.S. Tax Information 17

Other Tax-Related Information 17


Table of Contents Page

Other Important Information 17

Use of Data 17

Shareholder Approval 18

ERISA and PBGC 18

Plan Documents Control 18

Transferability 18

Right to Amend 18

No Contract of Employment 19

Information about JPMorgan Chase 19

Appendices 20

Appendix A: Transferring Shares 20

Reasons for Making a Share Transfer 20

How Transferring or Selling Shares Affects Plan Participation 20

How to Transfer Shares to a Common Stock Account at Computershare 21

Appendix B: Selling Shares 22

How to Sell Your Shares 22

Order Types 22

Payment Options 23

Selling Your Shares Online from Your Employee Stock Purchase Plan Account 24

Selling Your Shares via the Stock Programs Call Center 25

Transaction Requests 25

Fees 25

Appendix C: Managing Your Account 26

Keep Your Address Current 26

Choose How You Would Like to Receive Computershare’s Publications/Communications 26

Maintain Your Accounts to Avoid Loss of Assets 27

Statements 27


Contact Information

accessHR Contact Center

(Once enrolled in the Plan, increase or decrease contributions within Plan limits at any time.)

Call the accessHR Contact Center at 1-877-JPMChase (1-877-576-2427) and speak with a representative.

Representatives are available Monday through Friday, from 8:00 a.m. to 8:30 p.m. Eastern time, except certain U.S. holidays.

Those working outside the U.S. should contact their local Country Administrator.

Benefits Web Center

(Once enrolled in the Plan, increase or decrease contributions within Plan limits at any time.)

1. Go to My Rewards* From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com

2. Click My Health under “Related Links”

3. Click Benefits Web Center under “My Resources”

Those working outside the U.S. should contact their local Country Administrator.

Stock Programs Call Center at Computershare

(For questions related to your Plan account or common stock account at Computershare.)

Contact Computershare at 1-800-982-7089 (or 1-201-680-6862 if calling from outside

the United States). The TDD number for participants with a hearing impairment is 1-800-231-5469 (or 1-201-680-6610 if calling from outside the United States). Computershare’s automated system is available 24/7. Generally, customer service representatives are available weekdays from 3 a.m. to 9 p.m. Eastern time, Monday through Friday, except New York Stock Exchange holidays. If you would like to speak with a customer service representative in a language other than English, you can request a non-U.S. language translator for assistance. If you are calling from outside the United States and are not calling from your work location, you may make an operator-assisted call and request that the charges for the call be accepted by Computershare.

Employee Stock Purchase Plan Web Center (ESPP Web Center)

(You can perform certain account transactions in your Plan account at Computershare, including selling shares.)

1. Go to My Rewards* From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com

2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”

3. Click Computershare Employee Online

4. Click View for “Employee Plan Stock”

5. Click Details for “Employee Stock Purchase Plan”

*A Single Sign-On password is required in order to access JPMorgan Chase websites. If you need to reset your Single Sign-On password, access myTecHUB at mytechub.jpmorganchase.com from any device with an Internet connection. Also, you may need to authenticate your device. If you have any issues authenticating, please follow the instructions on the authentication page—and keep your contact details on My Personal Profile at mpp.jpmorgan chase.com up to date so that you continue to receive important communications.

https://myrewards.jpmchase.net/



Key Terms As you read this document, you will come across some important terms related to the Employee Stock Purchase Plan. To help you better understand the Plan, many of those important terms are defined here:

Term Definition Account

A custodial account is automatically opened in your name when you elect to participate in the Employee Stock Purchase Plan. Your account is credited with shares of common stock purchased on your behalf and separately tracks your payroll deductions and reinvested dividends (if you opt for dividend reinvestment rather than dividends paid in cash). Neither your accumulated payroll deductions nor your dividends earn interest.

After-Tax Contributions Contributions that are taken from your pay after applicable taxes have been withheld.

Computershare Inc. (Computershare)

The custodian and Plan administrator.

Common Stock The common stock, par value US$1 per share, of JPMorgan Chase & Co., a Delaware corporation, represented by the New York Stock Exchange listed symbol: JPM.

Eligible Compensation Generally, your base salary/regular pay plus applicable job differential pay (e.g., shift pay). It does not include any annual bonuses, overtime, special recognition or other incentive awards you might receive. In certain situations, your Eligible Compensation may include other cash earnings (e.g., commissions, draws and overrides) paid under certain non-annual incentive plans that provide compensation in lieu of base salary. For most benefits plans, your Eligible Compensation is updated as changes occur throughout the year.

PLEASE NOTE:

Various JPMorgan Chase plans have different definitions of Eligible Compensation.

Separate definitions may apply to employees in certain sales positions who are paid on a draw-and-commission basis.

Eligible Employees Active full-time or part-time employees regularly scheduled to work 20 or more hours a week with Total Annual Cash Compensation less than US$250,000 and a hire date on or before September 30 of the calendar year of enrollment.

Purchase Date for Payroll Contributions

The last day of March, June, September and December on which trading is conducted on the New York Stock Exchange.

Purchase Price The price used to purchase JPMorgan Chase common stock through the Plan on your behalf. The price you pay is equal to 95% of the average of the high and low sales prices of JPMorgan Chase common stock, set forth on the New York Stock Exchange composite tape, on the purchase date.

Service The period of your employment beginning on your first day actively at work for JPMorgan Chase or a designated subsidiary (even if the designated subsidiary was acquired during the Plan year) and ending when your employment with JPMorgan Chase or a designated subsidiary ends. For purposes of eligibility, you must have been hired on or before September 30 of any calendar year to participate in the Plan in the following year. (You may make an election to participate only during an annual enrollment period.)

Stock Shares of JPMorgan Chase common stock purchased through the Plan.

Total Annual Cash Compensation

Generally, your Total Annual Cash Compensation includes your annual rate of base salary/regular pay plus any applicable job differential pay (e.g., shift pay) as of each August 1, plus any cash earnings from any incentive plans (e.g., annual incentive, commissions, draws, overrides, and special recognition payments or incentives) that are paid to or deferred by you for the previous 12-month period ending each July 31. Overtime is not included. Your Total Annual Cash Compensation is recalculated as of each August 1 to take effect the following January 1 and will remain unchanged throughout the year. For most employees hired on or after August 1, Total Annual Cash Compensation will be equal to annual rate of base salary/regular pay plus applicable job differentials. PLEASE NOTE: Separate definitions may apply to employees in certain sales positions who are paid on a draw-and-commission basis.


Some Quick Facts This page is an overview of the Plan’s key features and other important information. Refer to the Table of Contents for additional details included in this document.

Enrollment Eligible employees may elect to participate in the Employee Stock Purchase Plan during the annual enrollment period.

Contributions To the extent permitted by applicable local law, you may contribute on an after-tax basis up to 20% of your Eligible Compensation per pay period. In addition, contributions are subject to an annual maximum amount of US$25,000. Once you are enrolled, you may increase or decrease your contributions within these limits at any time.

Stock Purchase JPMorgan Chase common stock is purchased quarterly using your accumulated payroll contributions. The purchase date for payroll contributions is the last day of March, June, September and December on which trading is conducted on the New York Stock Exchange.

Dividends Employees participating in the Plan have the option to either have dividends, if any, reinvested in the Plan or paid in the form of a cash equivalent (i.e., a check, etc.). The default dividend payment method for new participants is dividend reinvestment.

Account Ownership At the time of your first purchase, JPMorgan Chase common stock is credited to your shareholder account on the Computershare transfer agent system that is linked to your employee Standard ID (SID). If you do not have an existing account linked to your SID, a new account will be created for you using your employee demographic information on record at the time of this first purchase.

Taxes Taxation of stock is a complex topic. As neither JPMorgan Chase nor its representatives can provide you with tax advice, you should seek the advice of a personal tax advisor.

Understand the Risks Participation in the Plan is optional and carries risk, including potential loss of your investment due to market fluctuations. You decide whether or not to participate in the Plan and the level of your participation. Before you elect to participate, carefully read this Prospectus and other available materials, and consult with your own financial advisor.

Not a Fiduciary The Plan is not subject to the terms of the Employee Retirement Income Security Act of 1974 (ERISA). In addition, benefits under the Plan are not guaranteed by the Pension Benefit Guaranty Corporation (PBGC) or any other federal agency. The Plan is administered to comply only with the Securities Act of 1933, as amended and any applicable rules thereunder. PLEASE NOTE: Neither this document nor the Plan has been reviewed or approved by any regulator.


Description of the Plan The general guidelines for participating in the Plan are described in this document. The Plan provides eligible employees with the opportunity to become an owner of JPMorgan Chase by providing:

The ability to purchase the company’s common stock at a 5% discount without paying a broker’s fee; and

The opportunity to increase your stock ownership through automatic reinvestment of dividends, if any, without paying a broker’s fee.

Participation in the Plan is optional. You decide whether or not to participate in the Plan and how much to contribute, within Plan limitations. Once enrolled in the Plan, you may change the amount of your contribution at any time, subject to Plan limitations and restrictions as further described in this document. This document describes the terms and conditions under which you may purchase JPMorgan Chase common stock under the Plan. The Plan itself has a number of features that give JPMorgan Chase flexibility in designating the terms and conditions associated with the purchase of such shares. However, unless we otherwise notify you, the terms and conditions in this document will govern your purchase of shares under the Plan.

Rewards and Risks of Plan Participation Ownership of stock entails rewards and risks. The rewards come in the form of dividends, if any, and the potential for gains resulting from increases in the stock price from the time you purchase the stock. However, stocks do not always pay a dividend or increase in value. In that regard, participation in the Plan carries risk, including potential loss of all or part of your investment due to adverse changes in the market price of JPMorgan Chase common stock. The value of individual securities (such as JPMorgan Chase common stock) can fluctuate over time and be more volatile than the market as a whole, and can perform differently than the market as a whole. This volatility can be due to developments particular to the financial services industry or to JPMorgan Chase, as well as to economic, political, regulatory and market developments.

It’s a good idea to periodically reassess your Plan participation. Think about your tolerance for risk, the value of the shares of common stock you own, your current financial situation and your future financial goals. Then consider whether your current contribution and stock ownership levels continue to meet your needs.

Administration The Compensation & Management Development Committee of the JPMorgan Chase Board of Directors (or any successor committee, the “Committee”) administers the Plan. The Committee is composed entirely of directors of JPMorgan Chase who are not employees of JPMorgan Chase or any of our subsidiaries and are not eligible to participate in the Plan. The Committee may appoint agents to act on its behalf.


Subject to the express terms of the Plan, the Committee has sole discretion to:

Determine the subsidiaries or countries whose employees will be eligible to participate in the Plan and which employees of those subsidiaries are eligible to participate;

Administer and interpret the Plan;

Establish, amend or rescind any rules and regulations relating to the Plan;

Determine the terms and provisions of any offers made under the Plan;

Make all other determinations necessary or advisable for the administration of the Plan;

Suspend or terminate the Plan; and

In any manner and to any extent correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any offer made under the Plan.

Computershare has been appointed as the custodian and administrator of the Plan.

Eligibility Participation in the Plan is optional. Employees eligible to contribute to the Plan include:

Full-time or part-time employees regularly scheduled to work 20 or more hours a week;

Employees with a hire date on or before September 30 of the calendar year of their enrollment;

Employees earning Total Annual Cash Compensation of less than US$250,000; and

Employees in U.S., Canada, India or the U.K. Expatriates must have both host and home countries in the U.S., Canada, India or the U.K.

PLEASE NOTE: Separate definitions of Total Annual Cash Compensation may apply to employees in certain sales positions who are paid on a draw-and-commission basis. If this applies to you, you will be notified. An individual classified or employed in a work status other than as a common-law salaried employee by his or her employer is not eligible to participate in the Plan even if an administrative or judicial proceeding subsequently determines that the individual was a common-law salaried employee.

These include individuals classified as:

Independent contractor/agent (or its employee);

Hourly-paid employee;

Intern; and/or

Occasional/seasonal, leased or temporary employee.

Employees Outside the United States If you are employed by JPMorgan Chase or a designated subsidiary outside the United States, you are eligible to participate in the Plan as long as you meet the Plan’s eligibility requirements and the laws of the country in which you work allow for your participation, including laws pertaining to securities, currency and payroll. If you transfer or take an assignment (including a short-term assignment) in a country that does not participate in the Plan, you will no longer be eligible to contribute to the Plan and contributions withheld that have not been used for purchase may be refunded to you at JPMC’s discretion. The earliest re-entry into the Plan could occur would be the following Plan year.

Before enrolling in the Plan, you should consult with a tax advisor, as the tax consequences of participation may be significantly different from the United States income tax code. Please contact your Country Administrator if you have questions regarding the Employee Stock Purchase Plan. (The accessHR Contact Center provides support for U.S.-paid employees only.)

PLEASE NOTE: If you earn Total Annual Cash Compensation of US$250,000 or more, you are not eligible to participate in the Plan. Total Annual Cash Compensation is determined as of August 1 of each year for the following calendar year and remains unchanged throughout the year.


Enrollment When to Enroll As an eligible JPMorgan Chase employee, you may elect to participate in the Plan

during the annual enrollment period. If you decide not to enroll when you are first eligible, you may enroll in any later year, but only during the annual enrollment period. Mid-year enrollment is not allowed.

If you are already contributing to the Plan and remain eligible for the next year, review your deduction election information during the annual enrollment period. Elections will automatically carry over to the next Plan year based on the amount of your contribution as of the last pay date of the current calendar year.

How to Enroll If you are a U.S. benefits-eligible employee, you can enroll online during the annual

enrollment period via the Benefits Web Center on My Rewards > My Health or by calling the accessHR Contact Center.

If you are an eligible employee outside the U.S., you can enroll during your country’s designated enrollment period by completing the Plan enrollment form or by enrolling online via your local benefits site. Please contact your Country Administrator for further details.

You are encouraged to validate your payroll deduction in January, following the start of a new offering period. If you do not agree with the deduction, contact the accessHR Contact Center or your Country Administrator immediately.

PLEASE NOTE: By enrolling in the Plan through the JPMorgan Chase Benefits Web Center or the accessHR Contact Center, you are authorizing JPMorgan Chase to withhold from your Eligible Compensation the amount you specify to purchase shares of common stock under the Plan. Your authorization to begin payroll deductions also constitutes your agreement that all purchases of common stock will be in accordance with the terms and conditions of the Plan, as amended from time to time. For participants employed outside the United States, your enrollment election constitutes your authorization for payroll deductions and your agreement to the terms and conditions of the Plan.

Contributions How Much You Can Contribute You decide how much to contribute toward the purchase of shares under the Plan. The elected contribution amount is deducted from your Eligible Compensation each pay period, subject to Plan limits noted below:

20% of your Eligible Compensation per pay period; and

Subject to an annual maximum purchase amount of US$25,000.

With respect to participants who are paid by U.S. Payroll, all contributions are made with after-tax dollars, meaning that contributions are deducted from your pay after federal/regional and, in most cases, state and/or local income taxes have been withheld.

It is important to familiarize yourself with the restriction policies relating to participation and transacting in the Plan. Please review the “Policies Restricting Securities Transactions” section of this document.

Employees Paid in Non-U.S. Currency If you are an eligible employee who is not paid in U.S. dollars on the U.S. payroll system, your local payroll department will deduct the elected amount from your pay provided that there are no currency restrictions applicable to remitting currency outside of the country in which you work. Your payroll department will then send the U.S. dollar funds, based on the applicable exchange rate, for processing. The timing of the foreign currency exchange may vary based on country. Please contact your local Country Administrator if you have questions.


The Plan is designed to comply with all applicable laws and regulations. As a result, additional limits on contributions or stock ownership may apply. If additional limits are imposed that would affect your contributions, you will be notified. In addition to the above individual contribution limits, the total number of shares of common stock that can be purchased by all Plan participants in any year is subject to a maximum. Participants will be notified if they are affected by this limit.

How You Contribute Payroll deductions will be taken from your regular pay and will begin with your first pay in January. However, a deduction cannot be taken in any pay period in which your net compensation after taxes and your before-tax benefits deductions, for whatever reason, do not cover the payroll deduction amount you’ve elected. A partial deduction cannot be taken. The money you contribute is used to purchase shares of common stock on your behalf. For more information, please refer to the “How Shares Are Purchased” section of this document. The accumulated payroll deductions do not earn interest.

How You Change Your Contributions Once you are enrolled, you may increase or decrease your contributions within Plan limits at any time. However, there are restrictions for certain employees (please refer to the “Policies Restricting Securities Transactions” section of this document for additional information).

U.S. employees may make contribution changes or stop contributions at any time via the Benefits Web Center on My Rewards or by contacting the accessHR Contact Center.

Employees outside the United States should contact their local Country Administrator.

Any changes that you request will go into effect as soon as administratively feasible after your request is processed. If you stop contributing via payroll deductions, you cannot resume contributing via payroll deductions until you enroll during a subsequent annual enrollment period. Any contributions already deducted from your pay will be used to purchase stock on the next purchase date. Declared dividends on shares held in your account will continue to be invested automatically without a discount if you have not elected to receive cash dividends.

If You Sell Shares Through the Plan If you sell shares through the Plan, your contributions will continue.


How and When Contributions End Several situations could cause your payroll contributions to the Plan to end. Contributions will end as soon as administratively feasible in the following situations:

You elect to stop contributing;

You relocate to a country in which the laws preclude the offering of the shares under the Plan;

The country in which you work precludes the export of its currency for the purpose of purchasing shares, or laws preclude payroll deductions, or the Plan is not offered in either your home or host country;

You reach the annual maximum contribution amount of US$25,000;

As a result of the termination of the Plan; or

The termination of your JPMorgan Chase employment. Contributions will end effective for the next Plan year in the following situations:

You change to an ineligible work status (for example, becoming regularly scheduled to work fewer than 20 hours per week);

Your Total Annual Cash Compensation is US$250,000 or more.

Stock Purchase and Ownership A summary of how JPMorgan Chase common stock is purchased under the Plan and your rights as a shareholder are provided below.

How Shares Are Purchased If you participate in the Plan, your payroll deductions are accumulated and, on the designated purchase date, used to purchase JPMorgan Chase common stock on your behalf. The number of shares purchased depends on:

The amount of your payroll deductions; and

The purchase price of the stock. You pay 95% of the average of the high and low sales prices of JPMorgan Chase common stock on the purchase date. In other words, you receive a 5% discount on JPMorgan Chase common stock. Additionally, you will not pay any broker’s fees. For example, suppose the lowest sales price on the date of purchase is US$90.0000, and the highest sales price is US$91.5000. The discounted price for Plan participants is 95% of the average amount (US$90.7500), or US$86.2125 (refer to example in the sidebar at left). Often, the amount of your payroll deductions will not be sufficient to buy a full share of stock. The Plan will purchase as many full shares as possible and will then use any remaining amount to buy a fraction of a share. Your payroll purchases and reinvested dividends, if any, are tracked separately within the Employee Stock Purchase Plan account.

Sample Calculation of Shares Purchased Based on Semi-Monthly Payroll Deductions

Contribution per pay period US$25.00

Total Quarter Contribution US$150.00

Purchase Date December 31

NYSE composite tape Low US$90.0000

NYSE composite tape High US$91.5000

Average of the High and Low US$90.7500

95% of the Average US$86.2125

Purchase Price US$86.2125

Shares Purchased (Total Quarter Contribution divided by the Purchase Price)

Number of Shares Purchased

1.7399


Purchase Dates The purchase date for payroll contributions is the last day of March, June, September and December on which trading is conducted on the New York Stock Exchange. The shares purchased with your contributions will be added to your payroll purchase register within your account as soon as administratively possible after the purchase date. Reinvested dividends, if any, will be purchased as of the dividend payable date and added to your dividend reinvestment register within your account as soon as administratively possible.

Maximum Amount The cumulative maximum amount you can have deducted from your pay each year for the purchase of shares under the Plan is US$25,000, excluding dividend reinvestment. The Plan also sets a maximum number of shares that can be issued under the Plan. If this maximum will impact your purchase of shares, you will be notified.

Stock Ownership When you buy stock through the Plan, you become a shareholder. Shareholders are the owners of JPMorgan Chase. The shares bought on your behalf are credited to your account, and the shares are registered by the custodian, Computershare.

Accessing Your Shares

Depending upon your individual shareholder relationship with JPMorgan Chase, Computershare has potentially three classes of stock with two registers, all of which are displayed separately. For your Plan class, the two distinct registers include:

1. Your underlying base shares (shares you acquire via payroll contributions)

2. Your dividend reinvested shares

Taxpayer Certification If you plan to retain or sell your shares in your common stock account, please complete your tax certification with Computershare prior to the sale of shares or by the dividend record date prior to the dividend payment date. Tax certification generally involves completing either a Form W-9 (Request for Taxpayer Identification Number and Certification) if you are a U.S. citizen or resident alien or Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding) if you are not a U.S. citizen or resident alien and submitting it to Computershare to establish and document your tax status. Accounts without a completed Form W-9 or W-8BEN on file are subject to U.S. tax on sale proceeds and dividend payments. Computershare does not refund any tax deducted from a processed transaction.

Form W-9 (a U.S. citizen or resident alien) By submitting a properly executed Form W-9, Computershare, in most cases, will not be obligated to withhold 24% U.S. federal backup withholding and possibly U.S. state backup withholding on payments from the sale of shares and dividends.


Form W-8BEN (not a U.S. citizen or resident alien) By submitting a properly executed Form W-8BEN and supporting documentation when applicable, Computershare will not be obligated to withhold 24% U.S. tax (backup withholding) on payments from the sale of shares; however, U.S. tax (nonresident alien withholding) on dividends is based on the country of residence for income tax purposes and treated as follows:

– If you do not submit a Form W-8BEN, you will be subject to 24% U.S. tax (backup withholding) on payments from dividends.

– If you submit a properly executed Form W-8BEN and your country of residence for income tax purposes has an income tax treaty with the U.S, you may be eligible for a reduced rate of U.S. tax (nonresident alien withholding) on your dividend payments if your properly completed Form W-8BEN with a proper claim of treaty and supporting documentation where applicable is submitted to Computershare by the dividend record date prior to the payment. The current withholding rates on dividends paid to non-U.S. individuals who are eligible for treaty relief can be obtained at www.irs.gov.

– If you submit a properly executed Form W-8BEN and your country of residence does not have an income tax treaty with the U.S. or you do not provide the supporting documents that Computershare requires or you do not elect a reduced treaty rate, you will be subject to 30% U.S. tax (nonresident alien withholding) on payments from dividends.

To confirm and/or complete your tax certification for your Plan account, please take the following actions: 1. Go to My Rewards

From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com

2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs” 3. Click Computershare Employee Online 4. Click View for “Employee Plan Stock” 5. Click My Profile on the right side of the page 6. Click Update in the “Tax Certification” box 7. If you previously completed a Form W-9 or Form W-8BEN, your tax information is

displayed. If the information and tax form displayed are correct, no action is required at this time; otherwise, proceed to #8

8. Click Amend 9. In the “What is your status?” section, click the appropriate button indicating whether

you are a U.S. citizen or resident alien (Form W-9) or not a U.S. citizen or resident alien (Form W-8BEN) and click Next

10. Complete required sections a) Form W-9 (a U.S. citizen or resident alien)

Enter and/or confirm your address on file “Taxpayer Identification” ‒ enter and/or confirm your nine-digit U.S. Taxpayer

Identification Number (usually your Social Security number) “Federal Tax Classification” ‒ “Individual/Sole Proprietor or Single Member

LLC” is the default “Certification of Taxpayer Identification Number”: click the appropriate

button for Question #2 (For Question #2: You must select one of the buttons to be certified correctly. If you select the button that indicates that you are subject to backup withholding, you will be subject to U.S. backup withholding and possibly U.S. state backup withholding even if you are certified; therefore you may want to make that selection only if the IRS has notified you that you are subject to backup withholding.)

http://www.irs.gov/



b) Form W-8BEN (not a U.S. citizen or resident alien) Enter and/or confirm your address on file “Tax Identification Numbers” – Enter your Foreign Tax Identification Number (FTIN) or select a reason

why you do not have one Enter your date of birth in MM/DD/YYYY format in the box next to “Date

of Birth” “Permanent Residency” – Select the country of your citizenship from the drop-down

– Confirm that the permanent address displayed in the above section is correct, or enter permanent address

“Treaty Benefits” – Complete the “Claim of Tax Treaty Benefits”

11. Click Next and an empty box will appear on bottom of the page

12. In the empty box, type your birth date in MM-DD-YYYY format and click Next

13. If you have successfully completed your tax form and certified your account, the “Confirmation” page displays, indicating that your certification instructions have been received; Form W-9 tax certifications do not expire; Form W-8BEN tax certifications are generally valid for three years, and will expire on the last day of the third succeeding calendar year

THERE ARE SOME CIRCUMSTANCES WHEN YOU CANNOT CERTIFY YOUR ACCOUNT ONLINE AND MUST MAIL A FORM W-9 OR FORM W-8BEN TO COMPUTERSHARE:

You cannot certify your account online and will be required to print a copy of the tax form, complete and mail the original signed form to Computershare for the following reasons:

Form W-9: If your address includes a P.O. Box or “In Care Of” address.

Form W-8BEN: 1. If your address includes a P.O. Box, “In Care Of” address or U.S. address*

2. If your permanent resident country for income tax purposes differs from your country of citizenship*

3. If you have a U.S. phone number or U.S. bank account associated with your account*

4. If you select “Other” as the reason for not having a Foreign Tax Identification Number*

*For any of these four situations, a copy of your passport, driver’s license or birth certificate and a letter of explanation must be provided with your Form W-8BEN for Computershare to consider a reduced U.S tax rate for your transactions. For #2 above, the letter of explanation should advise why your permanent resident country for tax purposes differs from your country of citizenship. For #3 above, the letter of explanation should advise why you have a U.S. phone number, U.S. bank account or any other information which indicates a U.S. affiliation. For #4 above, the letter of explanation should advise why you do not have a Foreign Tax Identification Number.

Tax forms can be obtained at www.irs.gov. Please keep a copy for your records, and mail the completed original signed form and any necessary additional documents to: Computershare Inc. c/o JPMC Response Team 480 Washington Boulevard, 26th Floor Jersey City, NJ 07310

USA

Form W-8BEN requires both Foreign Tax Identification Number and Date of Birth Effective January 1, 2018, the Internal Revenue Service (IRS) requires that both a Foreign Tax Identification Number and a Date of Birth be provided on Form W-8BEN. As a result, when submitting this form to Computershare, you must enter a Foreign Tax Identification Number or you will be required to select a reason why you do not have one. Important for employees with an existing Form W-8BEN If you have an existing Form W-8BEN on file with Computershare prior to January 1, 2018, that does not have both a Foreign Tax Identification Number (or a valid reason for not having one) and a Date of Birth, your form will be considered invalid, the expiration date will be set to December 31, 2018 and you will be required to recertify with Computershare.

http://www.irs.gov/


Dividends A benefit of stock ownership is your entitlement to dividends, if declared. The Board of Directors of JPMorgan Chase & Co. determines the amount, if any, of the dividends to be paid to the shareholders, and how often. The amount each shareholder receives depends on the amount of the dividend per share and the number of shares each shareholder owns. Any declared dividends currently are paid at the end of the month in January, April, July and October based on your holdings as of a specified date, generally the sixth calendar day of the respective month.

Employees participating in the Employee Stock Purchase Plan have the option to either have dividends reinvested in common stock of JPMorgan Chase or paid via a cash equivalent (e.g. a check, etc.). New participants will automatically have their dividends reinvested, but this payment method may be changed as explained below.

To make an election for dividend reinvestment or “cash” dividends, please take the following actions: 1. Go to My Rewards From Work: My Rewards from the intranet

From Home: myrewards.jpmorganchase.com 2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs” 3. Click Computershare Employee Online 4. Click View for “Employee Plan Stock” 5. Click My Profile on the right side of the page 6. Click Update in the “Dividend Elections” box 7. “Summary of Eligible Holdings” is displayed, advising holding(s) and your current

dividend payment election 8. Click Change Election for “Employee Stock Purchase Plan” 9. Under “Dividend Reinvest Options” choose an option for payment of dividends by

clicking the corresponding button; choices are “Full Dividend Reinvestment” or “All Dividends Paid in Cash”

10. Click Next 11. Validate your election and click Submit 12. Print “Confirmation” and note the reference number 13. Dividends paid in cash will be paid by U.S. Dollar check or in accordance with your

“Banking Details” election on file (refer to the “Payment Options” section of this document)

Voting Rights As a shareholder, you will have the right to vote on issues presented at the annual shareholders’ meeting or any other shareholders’ meeting at which the holders of JPMorgan Chase common stock are entitled to vote. Each year, you will receive information and a proxy ballot, along with instructions for returning your ballot by mail, by phone or via the Internet (whichever you choose). Your votes correspond to the number of shares you own.

Policies Restricting Securities Transactions Window Period Participants subject to window restrictions can only conduct a transaction involving JPMorgan Chase securities in the Plan, including the sale of shares, during an open “window period.” If you are affected by this restriction, you will be notified. If you are uncertain whether a transaction is subject to the window requirement, you should obtain preclearance.



Personal Account Dealing (PAD) Policy The Personal Account Dealing (PAD) Policy requires preclearance of all securities transactions. You will be notified by the Personal Account Dealing Group if you are subject to this policy. If you are subject to the firmwide Personal Account Dealing Policy, you are required to preclear the sale of any shares of JPMorgan Chase common stock acquired under the Plan via the iComply portal from the intranet. Currently, there is no requirement to obtain preclearance approval for enrolling, electing dividend reinvestment or changing contribution amounts in the Plan. Active employees can also access the Personal Account Dealing Website from the intranet for policy-related information, links to important forms, and Compliance/Global Personal Account Dealing contact information. Please follow the preclearance requirements related to your region or line of business to seek approval.

Quarterly Blackout Period The Quarterly Blackout Period restricts PAD-subject employees from initiating transactions in JPMC securities and JPMC equivalents during the two-week period that begins at the end of a quarter and ends on the day after that quarter’s earnings are announced. The blackout applies to all employees who are subject to the PAD Policy. Even if you are not subject to the PAD Policy, you are encouraged to observe the quarterly blackout.

When Participation Ends If your employment with JPMorgan Chase ends for any reason, your participation in the Plan will end immediately. Contributions withheld that have not been used for purchase may be refunded to you at JPMC’s discretion. In the second calendar year following your termination, the shares in your account will be transferred out of the Plan account and credited to a common stock account established in your name.

Tax Information Taxation of stock is a complex topic, subject to frequent change. Decisions you make concerning the disposition of stock may affect your tax liability. Because neither JPMorgan Chase nor its representatives can provide you with tax advice, you should seek the advice of a personal tax advisor before selling shares of stock. In fact, you may want to consult a personal tax advisor before participating in the Plan, to ensure that you make the best enrollment decisions based on your own personal tax situation.

U.S. Taxpayer Certification Form W-9 and Form W-8BEN allow you to certify your tax status. Please refer to the “Taxpayer Certification” section of this document. All shareholders are required to certify their U.S. status for income tax purposes. Failure to certify your tax status will result in either backup withholding or nonresident alien withholding tax.

It is your responsibility to understand and comply with the restrictions set forth in the Personal Account Dealing Policy. Policy violation notices may be issued for non-compliance.

https://icomply-portal.jpmchase.net:8843/ui/

https://portal.jpmchase.net/sites/Compliance/PersonalAccountDealing/Pages/PersonalAccountDealing.aspx


U.S. Federal Income Tax Information The following information applies to participants subject to U.S. income taxes.

The Plan is a non-qualified employee stock purchase plan. It is not a qualified plan as described in Section 423 of the Internal Revenue Code nor is it qualified under Section 401 of the Code. Further, it is not subject to ERISA. Hence, you will not realize federal taxable income upon the offer to purchase, but you will realize federal taxable income on the 5% discount and be subject to taxes in the next pay period following purchase of shares under the Plan.

Dividends For most taxpayers, qualified dividend income from investments in JPM common stock under the Plan will be subject to a 15% tax rate, except for taxpayers whose ordinary income tax rate is 37%. In that case, the rate will be 20%. Additionally, for certain taxpayers, the Affordable Care Act imposes an additional 3.8% tax on certain net investment income, which would include dividends. These dividends are taxable even if they are reinvested in the Plan.

Purchase of Shares For U.S. Payroll employees, when you purchase shares of common stock under the Plan, you will recognize ordinary income. This income, which is equivalent to the 5% discount, will be included in your pay stub in the pay immediately following your quarterly purchase and taxes will be withheld and reported on your W-2. Your basis in the stock will be increased by the amount of this ordinary income. The difference between your increased basis and your eventual selling price of the stock is a capital gain or loss.

Please refer to the left side bar for an example of how taxes work for a non-qualified employee stock purchase plan. This example assumes a JPMC stock price of US$100 at the time of purchase and a JPMC price of US$110 at the time of sale. Each individual’s tax situation is unique, so please consult with your tax advisor for more precise details on how taxes will operate in your particular situation.

Sample Calculation of Tax Treatment

Based on Semi-Monthly Payroll Deductions

Contribution per pay period US$50.00

Total Quarter Contribution US$300.00

Purchase Date March 31

Average of the JPM High and Low US$100.00

Purchase Price US$95.00

Difference US$5.00

Shares Purchased (Total Quarter Contribution divided by the Purchase Price)

Number of Shares Purchased

3.1579

Ordinary Income at Purchase US$15.79

Tax Withheld: Federal, State, Local, FICA

Capital Gain at Purchase US$0.00

Ordinary Income at Sale price of US$110 US$0.00

Gross Sale Proceeds at Sale price of US$110 US$347.37

Capital Gain at Sale price of US$110 US$31.58

Tax Withheld at Sale price of US$110: N/A

Total Taxable Income/Gain at Sale price of US$110 US$47.37


Because you must make these calculations on a share-by-share basis — and you will have a different adjusted tax basis and holding period for the shares you acquire each quarter — you should keep careful records regarding the tax basis and number of shares you acquire under the Plan each quarter. You should consult a tax advisor concerning the permissible methods of designating shares subject to a sale or other disposition and whether such a designation would affect the tax consequences to you.

Non-U.S. Tax Information If you are subject to non-U.S. taxes, different tax rules may apply to you. Be sure to consult with a tax advisor for information on how taxes will affect you. Computershare will also file with the IRS and furnish to you a Form 1042-S and/or 1099-DIV for dividends or a Form 1099-B for sale proceeds. Please consult with your tax advisor if you have any questions, including how you should utilize these forms from Computershare when filing any non-U.S. tax return.

Other Tax-Related Information Here are some additional tax guidelines for participants in the Plan:

If you purchase shares under the Plan, you may owe separate state and local income taxes. (Again, if you live outside the United States, different tax rules may apply. You should consult with a tax advisor on these issues.)

The actual price paid for shares is documented on your account statement from Computershare. Please keep all account statements for tax purposes.

Should you sell any of your shares, you will also receive a Form 1099-B detailing your stock sale proceeds.

Dividends are reportable as income for the year in which they are used to buy stock or paid to you. All U.S. participants in the Plan will receive a record of any dividend payments on a Form 1099-DIV, and non-U.S. participants will receive a Form 1042-S and/or 1099-DIV, which will be provided on an annual basis.

Other Important Information Use of Data By electing to participate in the Plan, you have agreed that:

JPMorgan Chase may withhold from your pay the amount that you have agreed to contribute to the Plan and use such amount to acquire shares of JPMorgan Chase & Co. common stock in accordance with the terms of the Plan.

JPMorgan Chase may use your personal data within its controlled group of subsidiaries and affiliates for purposes of (i) payroll activities, (ii) tax withholding and regulatory reporting which may include, but is not limited to, the United States, your work country and country of residence, (iii) registration of shares, (iv) establishing a common stock account on your behalf, (v) recording and restricting your account for compliance purposes, (vi) enabling third-party vendors with whom it has contracted to administer the Plan, and (vii) all other lawful purposes. You acknowledge that your personal data will be transferred to locations that do not have the same data privacy as your work country or country of residence. You may terminate this authority at any time [except with respect to (ii) and (vii)]; however, your participation in the Plan will end.


Shareholder Approval The Plan was approved by shareholders on May 15, 2001, and has an indefinite duration.

ERISA and PBGC The Plan is not subject to the terms of ERISA. In addition, benefits under the Plan are not guaranteed by the PBGC or any other federal agency. The Plan is administered to comply only with the Securities Act of 1933, as amended and any applicable rules thereunder. If you are deemed to be an affiliate of JPMorgan Chase, you may only make reoffers or resales of shares purchased by you under the Plan as follows:

Pursuant to a “reoffer prospectus” complying with the provisions of the Securities Act of 1933 and the rules and regulations under that Act;

In compliance with Rule 144 under the Securities Act of 1933; or

In a transaction otherwise exempt from the registration requirements of the Securities Act of 1933.

For purposes of the restrictions described in the preceding paragraph, an “affiliate” of JPMorgan Chase is, generally, a director or executive officer of JPMorgan Chase or a person who directly or indirectly controls, is controlled by, or is under common control with, JPMorgan Chase. If you are not deemed to be an affiliate of JPMorgan Chase, you may generally resell shares acquired under the Plan, unless you are subject to the restrictions described in the “Policies Restricting Securities Transactions” section of this document.

Plan Documents Control This document is a summary of the Plan documents and may not contain all the information important to you. We urge you to read the text of the Plan documents. You may obtain a copy of the Plan documents and information regarding the Plan and its administration, at no cost, upon written or oral request to: Office of the Secretary JPMorgan Chase & Co. 270 Park Avenue, 38th Floor Mail Code: NY1-K721 New York, New York 10017 Telephone: 1-212-270-6000

Transferability You may not transfer any of your rights or obligations under the Plan. The Plan does not prohibit you or any of your creditors from imposing a lien on any assets held for your account under the Plan.

Right to Amend JPMorgan Chase reserves the right to amend, modify, suspend, reduce or curtail benefits under, or terminate the Plan at any time, upon the approval of the Board of Directors and/or shareholders (if required by applicable laws).


No Contract of Employment Neither this prospectus nor the benefits described in this prospectus create a contract of employment or a guarantee of employment between JPMorgan Chase and any individual (or a guarantee that you will be able to participate in the Plan in the future). Your employment is always on an at-will basis. JPMorgan Chase or you may terminate the employment relationship without notice at any time. JPMorgan Chase also reserves the right to amend any of the plans and policies, to change the method of providing benefits, to change the eligibility requirements, to curtail or reduce future benefits, or to terminate at any time for any reason any or all of the plans and policies described in this prospectus. Official Plan documents control the payment and accrual of benefits — not this document. Information about JPMorgan Chase In connection with the offering of the common stock of JPMorgan Chase & Co. under the Plan, the following constitute the prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933 relating to that common stock:

1. The information set forth in this document. 2. Any other written documents delivered to participants updating or revising the

information on pages 1-27 of this document including appendices. Those documents will contain a legend indicating that they constitute a part of the prospectus covering the common stock being offered under the Plan.

3. Each of the following documents filed by JPMorgan Chase & Co. with the Securities and Exchange Commission is incorporated by reference in this prospectus:

The most recent annual report on Form 10-K of JPMorgan Chase & Co.;

All other reports filed by JPMorgan Chase & Co. under Section 13(a) or 15(b) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report on Form 10-K referred to above.

The description of common stock contained in the JPMorgan Chase & Co. Registration Statement on Form 10 (File No. 1-5805) relating to the registration of the common stock under Section 12(b) of the Securities Exchange Act of 1934, and any amendment or report filed for the purpose of updating that description.

You may request a copy of the documents mentioned in “Information about JPMorgan Chase” at no cost, upon written or oral request to:

Office of the Secretary JPMorgan Chase & Co. 270 Park Avenue, 38th Floor Mail Code: NY1-K721 New York, New York 10017 Telephone: 1-212-270-6000

The contents of this document have not been reviewed by any regulatory authority. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. The reports that JPMorgan Chase files with the Securities and Exchange Commission (SEC) are also available on the SEC’s website (www.sec.gov) and on JPMorgan Chase’s investor relations website (http://investor.shareholder.com/jpmorganchase). No websites that are cited or referred to in this document shall be deemed to form part of, or to be incorporated by reference into, this document.

http://www.sec.gov/

http://investor.shareholder.com/jpmorganchase/


Appendix A to a Prospectus Dated October 1, 2018 TRANSFERRING SHARES All stock purchased on your behalf is held in your Plan account. A transfer involves removing the applicable shares of stock from the Plan and transferring those shares to a book-entry common stock account at Computershare or to your brokerage account. The dividends on the shares transferred to a common stock account at Computershare will be paid in the form of a cash equivalent unless you elect to have the dividends reinvested.

If you would like to transfer shares from your Plan account to your brokerage account, first transfer them to a common stock account at Computershare (instructions follow); then call Computershare for instructions to transfer shares from your common stock account to your brokerage account. The shares in your common stock account will need to be transferred by your broker via Direct Registration System Profile (DRS Profile).

PLEASE NOTE: Be sure to consult with your financial advisor in advance of making decisions related to your stock.

Reasons for Making a Share Transfer You would like to transfer ownership of your stock, but by law, the stock purchased under the Plan can be

held in your name only. If you would like to transfer shares to your spouse or your children, or to someone else as a gift, you must first transfer your shares from your Plan account to a book-entry common stock account at Computershare or to your brokerage account.

You would like to have shares in certificate form. By contacting the Stock Programs Call Center, you may request that shares be transferred to a common stock class and certificates be issued for all or some of the full shares held in your account (certificates are not issued for fractional shares). You should note that if you request a certificate, you are responsible for the safekeeping of that certificate. If the certificate is lost or destroyed, you will likely incur substantial fees for the indemnification on the replacement of the underlying shares.

How Transferring or Selling Shares Affects Plan Participation Transferring or selling shares from the Plan does not affect your Plan participation. You may continue to contribute to the Plan, and stock will continue to be purchased on your behalf. Dividends on the shares remaining in your Plan account can be reinvested to purchase shares or paid in the form of a cash equivalent in accordance with your election.


How to Transfer Shares to a Common Stock Account at Computershare You can transfer your whole shares from your Plan account to a book-entry common stock account at Computershare. PLEASE NOTE: You cannot transfer a fractional share online.*

To transfer your whole shares to a common stock account at Computershare, please take the following actions: 1. Go to My Rewards





5. Click Details for “Employee Stock Purchase Plan”

6. Click Transact at the top of the page

7. Make sure “Employee Stock Purchase Plan” displays under “All Transactions”

8. Click Issue Shares on the “Shares Available for Transfer” line

9. Select the number of shares you wish to transfer:

– All available shares (fractional portion will be sold and sent to you via check)

– Specific number of shares (whole share amounts only)

– Specific share lots

10. Click Next to continue

11. Review the summary page and click Next

12. Print “Confirmation,” which shows the shares that will be transferred to a common stock account at Computershare and provides your confirmation number

*You cannot transfer a fractional share from your Employee Stock Purchase Plan account to a common stock account online. If you transfer all your whole shares from your Employee Stock Purchase Plan account into a common stock account and a fractional share remains in your Employee Stock Purchase Plan account, you can contact Computershare and ask them to transfer the fractional share. This will enable you to liquidate your entire share balance from your common stock account and incur only one sales fee.



Appendix B to a Prospectus Dated October 1, 2018 SELLING SHARES You can sell some or all of your shares at any time, subject to market availability and preclearance requirements for certain employees (refer to the “Policies Restricting Securities Transactions” section of this document for more information). PLEASE NOTE: When selling shares through Computershare, either online via the web center or through a customer service representative, you are authorizing Computershare to act as your agent to transact the sale. You must agree to Computershare’s terms and fees associated with the transaction prior to execution. All sales are subject to market conditions, system availability and other factors. The actual sale date or price received for any shares sold through the Plan cannot be guaranteed.

How to Sell Your Shares You can sell all or some of the shares as follows: Sell your shares online via the ESPP Web Center.

Sell your shares by phone through the Stock Programs Call Center. (Additional fees apply. Refer to the “Fees” section of this document.)

Order Types You can sell your shares through a market order, limit order or batch order transaction as described below:

Market Order A request to sell shares at the prevailing market price when the trade is executed. If such an order is placed during market hours, Computershare will promptly submit the shares to an affiliated broker for sale on the open market (such orders cannot be cancelled). If such an order is placed outside of market hours, Computershare will submit the shares to an affiliated broker on the next trading day. Sale proceeds equal the market price that the broker receives for the shares, less applicable fees and taxes, if required.

Limit Order Day An order to sell your shares when and if the stock reaches a specific price on a specific day. The order is automatically cancelled if the price is not met by the end of that trading day on which you entered the order (or, for orders placed outside of market hours, the next trading day). Depending on the number of shares being sold and current trading volume in the shares, your order may only be partially filled, in which case the remainder of your order will be cancelled. Additionally, based on when your limit order was placed in relation to other similar priced limit orders, your order may not be executed. Sale proceeds equal the market price that the broker receives for your shares, less applicable fees and taxes, if required.

Limit Order Good-Till-Cancelled (GTC) An order to sell your shares when and if the stock reaches a specific price at any time while the order remains open (up to 90 days). Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and may be traded on more than one day. The order (or any unexecuted portion thereof) is automatically cancelled if the price is not met by the end of the order period. Additionally, based on when your limit order was placed in relation to other similar priced limit orders, your order may not be executed. The order also may be cancelled by the applicable stock exchange or by shareholder request. Sale proceeds equal the market price that the broker receives for your shares, less applicable fees and taxes, if required.

Batch Order Computershare will combine the shares being sold through the Plan by all Plan participants. Shares are then periodically submitted in bulk to an affiliated broker for sale on the open market. Shares will usually be sold within one business day after Computershare receives a participant’s request, but no later than five business days (except where deferral is necessary under state or federal regulations). Depending on the number of shares being sold and current trading volume in the shares, bulk sales may be executed in multiple transactions and over more than one day. Once entered, a batch order request cannot be cancelled. Sale proceeds equal the market price that the broker receives for the shares (or, if more than one trade is necessary to sell all of the Plan shares submitted to the broker on that day, the weighted average price for all such shares sold on the applicable trade date), less applicable fees and taxes, if required.


Payment Options U.S. Dollar check is the default method of payment for proceeds from the sale of shares, and the check will generally be mailed by first-class mail within three business days of the trade date. Other payment options are international check, international wire, wire transfer to a U.S. bank account and ACH direct credit to a U.S. bank account. Banking details for electronic payment options must be established prior to initiating a sale. There is no fee for payment by U.S. Dollar check. Other payment methods are subject to additional fees and additional terms and conditions, which you must agree to when submitting the transaction. Refer to the “Fees” section of this document for fee amounts.

Payment by Check When you sell your shares and request payment by U.S. Dollar check or international check, Computershare will mail the check representing your net proceeds to your mailing address on record for your Plan account at Computershare via first-class mail. If your mailing address is located outside of the United States, it may take several weeks for your check to be delivered. As an alternative, you can select to receive your sale proceeds via international wire (fees apply). Participants who receive their payment by U.S. Dollar check may select to have their U.S. Dollar check delivered by express mail (fees apply), provided the address is not a P.O. Box.

Electronic Payments Electronic payment options are international wire, wire transfer to a U.S. bank account and ACH direct credit to a U.S. bank account. To receive your sale proceeds and cash dividend payments electronically, you must enter your banking details prior to the sale of shares and/or the dividend processing date. If you enter banking details for an ACH direct credit to a U.S. bank account, these details will be available to both proceeds from the sale of shares and dividends paid in cash. If you enter banking details for an international wire or wire transfer to a U.S. bank account, you can choose if you would like the wire transfer details to be used to pay cash dividends. The electronic payment options are subject to additional fees and additional terms and conditions, which you must agree to when submitting the transaction. PLEASE NOTE: There are some countries for which Computershare does not offer wire transfer services; if your country is not listed on the Computershare website, please contact Computershare to inquire if they allow wire transfers for your country.

You are strongly encouraged to obtain specific wire instructions from your bank before entering details into the system because some financial institutions, particularly those located outside the U.S., have unique information requirements or use an intermediary bank for receipt of funds. If appropriate information is not provided, your wire request will be rejected without warning and possible fees deducted from your net proceeds by the rejecting bank. If your electronic payment is rejected, a check will automatically be sent to your address of record. To set up banking details online, please take the following actions: 1. Go to My Rewards


2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs” 3. Click Computershare Employee Online 4. Click View for “Employee Plan Stock” 5. Click Details for “Employee Stock Purchase Plan 6. Click My Profile on the right side of the page 7. Click Update in the “Banking Details” box 8. Click Amend for the type of instructions you would like to set up or change

– ACH Direct Credit Instructions – Wire Instructions

9. Select payment method from the “Please select an option” drop-down and click Next 10. Enter payment details

– ACH Direct Credit to my U.S. bank account These banking details will be applied to both proceeds from the sale of shares and dividends paid in cash:

ABA Routing Number Account Number Account Type



– Wire Transfer to my U.S. bank account ABA Routing Number Account Number Check box if you want these instructions to be used for your Dividend Payment. A US$15 fee will be

deducted from your dividend payment

– International Wire When entering your international wire details online, please verify with your bank all information required; also, because requirements vary by bank/country, please confirm with your bank if the following information is sufficient:

Select country of payment from the drop-down and click Next

Confirm/select the currency of payment from the drop-down

Review and accept the Terms and Conditions by checking the box and click Next

Enter payment details according to country requirements, which may include additional information not mentioned below: Country Currency Swift Code Account Number/IBAN

Click the box if you want banking details to be used for Dividend Payment (fees apply)

Check the box if your financial institution requires an intermediary to complete transfer, and follow prompts

11. Click Next 12. Review the “Validation Page” and click Next 13. Print “Confirmation,” which provides your reference number

Non-U.S. Currency Computershare’s International Currency Exchange Services offer you the choice of receiving payment in your preferred currency, either by international check or international wire, at your election, in a range of currencies. You may choose to receive your net proceeds in non-U.S. currency by selecting either the other currency check or wire transfer payment option when selling your shares. The actual exchange rate to be applied to any non-U.S. currency trade will be determined on the first business day after your transaction date and will be processed as an individual trade (e.g., if you have multiple trades, the corresponding FX rate will be independently calculated because the trades are not aggregated). As such, although the FX conversion is based on competitive rates, it may not be considered favorable relative to other rates available in the market that may aggregate trades. Additionally, based on pre-established dollar value tiers, the rate charged for any trade with a value of less than US$100,000 may receive the least favorable FX rate available and may include a premium service fee.

All transaction(s) involving two currencies will have fluctuations in price that may increase or decrease the final proceeds sent to you. Non-U.S. funds from your transaction usually are distributed on the trade date plus four days after your transaction date; however, the delivery may take longer based on the delivery method selected and currency chosen. The exchange rate applied is inclusive of fees charged by Computershare and their foreign exchange agent for currency exchanges.

PLEASE NOTE: It is your responsibility to be aware—before executing the trade—of any fees which will be charged. If you do not agree with the fees or do not have a complete understanding of the charges, you may want to consider transferring your shares to your personal broker and executing the trade with them. Refer to the “Fees” section on page 25.

Selling Your Shares Online from Your Plan Account You can sell all or some of the shares from your Employee Stock Purchase Plan account via the ESPP Web Center. Any shares not sold may remain in the Plan and continue to receive dividends based on your election. PLEASE NOTE: If you are required to preclear a trade, please refer to the “Polices Restricting Securities Transactions” section of this document.


Following are the steps for selling your shares online via the ESPP Web Center: 1. Go to My Rewards


2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs” 3. Click Computershare Employee Online 4. Click View for “Employee Plan Stock” 5. Click Details for “Employee Stock Purchase Plan” 6. Click Transact at the top of the page 7. Make sure “Employee Stock Purchase Plan” displays under “All Transactions” 8. Click Sell on the “Shares Available for Sale” line 9. Choose your preferred sales type (Market Order; Limit Order Day; Limit Order GTC; Batch Order) 10. Select Yes to authorize the sale and click Next 11. Complete the “Sell Order Worksheet” with the necessary information required to conduct a sale

– Select number of shares to be sold All available shares Specific number of shares (whole share amounts only) Specific share lots

– Select payment option U.S. Dollar Check Other Currency Check ACH Direct Credit Wire Transfer

12. Check box if you want to receive a confirmation via text or email 13. Click Next 14. “Estimation” page will display for market and batch order requests, providing details including market value, fees,

net proceeds and payment details 15. If foreign currency was requested, either through wire or check, accept Terms and Conditions and click Next 16. Click Next to process sale 17. Print your “Confirmation,” which provides your confirmation number

Selling Your Shares via the Stock Programs Call Center You can sell your shares through the Stock Programs Call Center by speaking with a customer service representative; however, a US$15 fee will be charged per transaction in addition to other standard sales fees for any sales requested through the call center. Customer service representatives cannot enter or change banking details. You will need to provide your JPMorgan Chase employee Standard Identification (SID) number and answers to some other security questions to confirm your identity.

Transaction Requests Certain pending sale requests cannot be stopped or cancelled. All sales are final. Fees Fees are deducted from gross sale proceeds. In addition to the fees noted below, there may be nominal fees imposed by the Securities and Exchange Commission (SEC) or other governing agencies.

PLEASE NOTE: These fees are subject to change.

Transaction Fee (all Order Types) US$0.05 per share sold/minimum US$15 per transaction

Other (Non-U.S.) Currency Check US$15 per transaction

Wire Transfer (to a U.S. or International account) US$15 per wire (applicable to sales and dividend payments)

ACH Direct Credit (to a U.S. bank account) US$10 per transaction (waived for dividend payments)

Customer Service Representative (CSR) Assisted Sale US$15 per transaction

Express Delivery of a U.S. Dollar Check US$25 per express package



Appendix C to a Prospectus Dated October 1, 2018 MANAGING YOUR ACCOUNT Because the shares of JPMorgan Chase common stock which you purchase as a participant of the Plan are fully owned by you, you are a shareholder of JPMorgan Chase. Plan account is a shareholder account that allows you to hold other classes of JPMorgan Chase stock under this same account number. You are responsible for maintaining your personal information (e.g., name, address) for this account in accordance with shareholder requirements and processes. You can now edit certain personal details (e.g., address) online.

Keep Your Address Current In addition to keeping your address current with JPMorgan Chase on My Personal Profile, it’s important to also do so with Computershare to ensure that your net shares are registered to the correct address and that you receive any correspondence or payments which Computershare may send to you. You also risk having your account considered abandoned and your funds escheated if your address is incorrect and your mail is returned to Computershare. Refer to “Maintain Your Accounts to Avoid Loss of Assets” section for more information.

To change your address with Computershare online, please take the following actions:

1. Go to My Rewards From Work: My Rewards from the intranet From Home: myrewards.jpmorganchase.com

2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs” 3. Click Computershare Employee Online 4. Click View for “Employee Plan Stock” 5. Click My Profile on the right side of the page 6. Click Update in the “Personal Details” box 7. Click Amend for address 8. Select your country and click Next 9. Enter new address and click Next 10. Validate your address and if correct, click Submit 11. Print “Confirmation,” which provides the reference number

Please remember to keep your address current with JPMorgan Chase. Both active and former employees should update their addresses via My Personal Profile (mpp.jpmorganchase.com from the Internet).

Choose How You Would Like to Receive Computershare’s Publications/Communications Computershare provides services which allow you to choose how you would like to receive transaction notifications and/or their publications, including your statements, credit advices and tax forms. The default method is receipt of hard copy by first-class mail. Alternatively, you can choose to receive an email or a text message.

To choose to receive communications by email, please take the following actions:





5. Click My Profile on the right side of the page 6. Click Update in the “E-Communications” box 7. Read the Terms and Conditions and if you agree, click Accept 8. Make your selections and enter your email address 9. Click Submit




To choose to receive communications by text message, please take the following actions:





5. Click My Profile on the right side of the page 6. Click Update in the “Text Communications” box 7. Enter your US Mobile Number 8. Check the box to consent to receive text messages 9. Click Submit

Maintain Your Accounts to Avoid Loss of Assets U.S. state unclaimed property laws maintain that funds and other property that remain dormant for a period of three to five years are considered abandoned and are required to be remitted to the U.S. state based on the last known address on the U.S. state filing date. Accounts with addresses outside the U.S. are subject to the unclaimed property laws of the State of Delaware.

To avoid having your account considered dormant, make sure to periodically access your account and ensure that Computershare has your current address so mailings are not listed as being returned to Computershare. Each state to which property is reported has specific claim requirements and must be contacted directly in order to begin the abandoned property claim process.

If one or more mailings, such as a letter, statement or check are returned by the Post Office as undeliverable, the account will be coded as having a bad address, and future standard communications will be suppressed. After the length of dormancy required by each state is met, the account’s shares and outstanding funds will be considered dormant and reportable as abandoned property. Dividend payments may be required to be remitted immediately if the account is tagged as dormant. As an example, the State of Delaware requires Computershare to deliver to them as abandoned property any shares and cash funds of any JPMorgan Chase shareholder who does not have qualified contact with Computershare within a three-year period. After this three-year period, any dividends paid to this account are immediately remitted to the State of Delaware.

Qualified contact is defined as proactive contact by the holder of shares or funds with the Plan administrator via the Interactive Voice Response System, Internet, customer service representative or mail where your account is accessed and the holder has been validated as having ownership of the account. Even if your shares are held electronically in a book-entry position or your cash dividends are direct deposited into your bank account or reinvested, your stock account is considered dormant if you have not made contact with Computershare within the last three years.

Statements You will receive an annual account statement. The statement will consist of up to four sections: Summary of Account Holdings, Dividend Reinvestment Activity, Year-To-Date Plan Summary, and Transaction Activity. Through Summary of Account Holdings you will be able to determine your current share balance in your account. Via Transaction Activity, you will find your prior year activity including the number of shares of common stock purchased on the applicable purchase dates and the prices paid. Your annual statement will be available online on the Plan Web Center and will be mailed to your address of record (unless you have elected a different delivery method). Please be sure to keep your annual statement with your tax records because it shows how many shares of stock you own, serves as your proof of ownership, and helps you determine any tax liability you may have. © 2018 JPMorgan Chase & Co. All rights reserved.
