JPMorgan Chase & Co. Adopts Amendments to By-laws: Key Shareholder and Investor Update

Summary of Key Points

• JPMorgan Chase & Co. (NYSE: JPM) has adopted amendments to its corporate By-laws, effective April 21, 2026.
• The amendments principally update the advancement provisions related to the payment of fees and expenses for directors, officers, and others entitled to indemnification by the company.
• These changes give the Corporation (the Board) authority to set, amend, or modify the terms and conditions under which expenses and fees are advanced in connection with indemnification.
• An updated, marked version of the By-laws is available as Exhibit 3.2 to the SEC filing.

Details of the Amendments

On April 21, 2026, the Board of Directors of JPMorgan Chase & Co. approved and adopted amendments to the company’s By-laws. The changes are specifically targeted at Article IX, which covers indemnification and the advancement of expenses for directors, officers, and persons in similar capacities.

Key elements of the amendment:

• Advance of Fees or Expenses: The Corporation now explicitly has the right to require that any advancement of fees or expenses must comply with terms and conditions established by the Corporation. These terms can be amended or modified at the Corporation’s discretion.
• Board Discretion: The amendments give the Board broad authority to determine, adjust, or revise the specific requirements and procedures around expense advancement, including the possibility to impose new conditions or requirements in response to changing circumstances, regulatory requirements, or company policies.
• Reference to Full By-laws: The filing expressly states that the summary in the SEC report does not constitute a full account of the changes. Shareholders and interested parties are directed to the full, marked-up text of the By-laws attached as Exhibit 3.2 for a comprehensive understanding.

Why This Matters for Shareholders and Investors

• Potential Impact on Governance and Risk Management: By strengthening the Board’s control over the advancement of legal fees and indemnification, JPMorgan Chase & Co. is reinforcing its ability to manage legal and regulatory risks. This could be significant in a period of heightened regulatory scrutiny for large financial institutions.
• Price-Sensitive Implications: While these amendments are procedural, they are potentially price-sensitive because they directly affect the company’s risk exposure and the rights of directors and officers. Enhanced flexibility in setting terms for indemnification may make JPMorgan more resilient in the face of litigation or regulatory actions, which is a key concern for investors.
• Investor Confidence: Such amendments may be seen by investors as positive steps towards robust risk management and governance, possibly supporting share value. However, any perception that the Board could use these powers to limit legitimate claims for indemnification could have the opposite effect if not implemented transparently.
• Regulatory Compliance: These changes ensure the company’s By-laws remain aligned with current best practices and legal requirements, which is crucial for a systemically important financial institution.

Other Notable Information for Investors

• The amendments are effective as of April 21, 2026. The company’s fiscal year ends December 31.
• Exhibits Filed: The marked (redlined) By-laws showing all changes are attached as Exhibit 3.2, along with Inline XBRL data for regulatory compliance.
• No change to fiscal year end or other material governing documents was announced in this filing.

Conclusion

These amendments reflect JPMorgan Chase & Co.’s ongoing efforts to adapt its governance framework to evolving regulatory and business landscapes. Investors should review the full text of the amended By-laws to understand how these changes may affect the company’s approach to indemnification, risk management, and Board governance.

Disclaimer: This article is a summary and analysis prepared for informational purposes only and does not constitute legal or investment advice. Investors should consult the full SEC filing and their own advisors before making investment decisions. The views expressed herein do not necessarily reflect those of JPMorgan Chase & Co. or any other party.

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