Bank of America Prices $2.0B Preferred Stock Depositary Shares Offering

Offering Overview

Bank of America Corporation filed a prospectus supplement under Rule 424(b)(5) covering the issuance and sale of 2,000,000 depositary shares, each representing a 1/25th interest in a share of its perpetual 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW ($0.01 par value, liquidation preference of $25,000 per share, or $1,000 per depositary share).

Key Terms and Pricing

• Gross Proceeds: $2,000,000,000 ($1,000.00 per depositary share).
• Underwriting Discounts & Commissions: $20,000,000 ($10.00 per depositary share).
• Net Proceeds: $1,980,000,000 prior to offering expenses.
• Dividend Structure:
  • Payable quarterly in arrears beginning January 27, 2027.
  • From issuance to October 27, 2031: Fixed at 7.200% per annum ($72.00 per depositary share annually).
  • From October 27, 2031 onward: Resets every 5 years to the Five-Year U.S. Treasury Rate + 2.260% per annum.
• Redemption Provisions: Optional redemption in whole or in part on any dividend payment date on or after October 27, 2031, at $1,000 per depositary share plus accrued/unpaid dividends for the current period, or upon certain regulatory capital treatment events.
• Exchange Listing: The company does not intend to list the depositary shares or preferred stock on any securities exchange.
• Sole Book-Runner: BofA Securities, Inc.