BACON ASHLEY 4

What Happened
Ashley Bacon, Chief Risk Officer at JPMorgan Chase & Co., had 47,213.448 Performance Share Units (PSUs) convert into common stock on March 25, 2026. To satisfy tax withholding, 23,957.448 of those shares were disposed at $295.04 per share, generating approximately $7,068,405. The PSUs were granted January 17, 2023 and settled in shares after the 3‑year performance period ended December 31, 2025.

Key Details

• Transaction date: March 25, 2026; Form 4 filed March 27, 2026 (appears within the typical two-business-day reporting window).
• Conversion/settlement: 47,213.448 PSUs converted to shares (reported as derivative exercise, code M) at $0 acquisition price.
• Tax withholding/sale: 23,957.448 shares disposed (code F) at $295.04 each = $7,068,405.
• Net shares delivered to the insider: approximately 23,256 shares retained from the PSU settlement (47,213.448 − 23,957.448). The filing does not state total JPM shares owned after the transaction.
• Footnotes: PSUs represent contingent rights to one share each; these PSUs were earned based on performance and include reinvested dividend equivalents. Shares delivered after tax withholding must be held for an additional two‑year period (total combined vesting + holding period of five years from the January 17, 2023 grant).

Context
This was a PSU settlement with automatic withholding to cover tax obligations (common/routine). The conversion of PSUs into shares is not a cash purchase; the sale here was to satisfy taxes rather than an open‑market investment decision. The restriction requiring holding of the delivered shares for an additional two years limits immediate trading of the retained shares.