Petno Douglas B 4

What Happened
Douglas B. Petno, Co‑CEO of the Corporate & Investment Bank at JPMorgan Chase & Co., had Performance Share Units (PSUs) settle into 50,647.544 shares on March 25, 2026. To cover tax withholding on that settlement, 28,008.544 of those shares were surrendered at an effective price of $295.04 per share, representing roughly $8,263,641. The PSU settlement is recorded as an exercise/conversion of a derivative (PSU → shares) and the withholding is a disposition to satisfy tax obligations.

Key Details

• Transaction date: March 25, 2026; Form 4 filed March 27, 2026 (within the typical 2-business‑day window).
• Shares acquired on settlement: 50,647.544 shares (PSU conversion; no cash cost shown).
• Shares withheld/disposed for taxes: 28,008.544 shares at $295.04 each = $8,263,641 (code F — tax withholding).
• Additional derivative entry shows the PSUs settled/cancelled (code M).
• Shares owned after the transaction: not specified in the provided excerpt of the Form 4.
• Footnotes: PSUs were granted Jan 17, 2023 for the 3‑year performance period ending Dec 31, 2025; PSUs vested based on attainment of performance goals and settled in stock on 3/25/2026. Per award terms, delivered shares (after withholding) must be held for an additional two years, for a total five‑year vesting/holding period from the grant date.

Context
This was not an open‑market sale for investment purposes but a routine settlement of earned PSUs with shares withheld to cover taxes. PSUs are contingent awards that convert to stock when performance goals are met; the withholding disposition is a standard administrative step and does not necessarily signal insider sentiment about the stock.