Rohrbaugh Troy L 4

What Happened
Troy L. Rohrbaugh, Co-CEO of the Corporate & Investment Bank at JPMorgan Chase & Co., had 72,965.113 performance share units (PSUs) convert into common shares on March 25, 2026. To cover tax withholding, 40,349.113 of those shares were withheld/sold at $295.04 per share, generating approximately $11,904,602. The PSU settlement entries are reported as derivative exercises (code M) and the withholding sale as tax-withholding (code F).

Key Details

• Transaction date: March 25, 2026; Form 4 filed March 27, 2026 (timely filing).
• Shares settled: 72,965.113 PSUs converted to common shares (no cash exercise price).
• Tax withholding: 40,349.113 shares disposed at $295.04 each = ~$11,904,602.
• Remaining shares from the settlement (after withholding) must be held for an additional two-year period — total 5 years from the Jan 17, 2023 grant date (per footnotes).
• PSUs represent contingent rights to one share each and include earned amounts plus reinvested dividend equivalents.
• Shares owned after the transaction are not disclosed in the provided filing.

Context
This was a PSU settlement (not an open-market purchase or sale for investment). The sale was a routine tax-withholding/net settlement; the larger event is the PSU vesting based on 3-year performance (ended 12/31/2025). Because the delivered shares are subject to an additional two-year holding requirement, these are not immediately tradable in full by the insider.