Bank of America Issues $2.0B of Series WW Preferred Stock and Depositary Shares

Overview of the Filing

On October 23, 2026, Bank of America Corporation filed a Current Report on Form 8-K disclosing the issuance and public sale of its 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW and corresponding Depositary Shares.

Key Items Disclosed

1. Item 5.03: Certificate of Designations

   • Bank of America filed a Certificate of Designations with the Secretary of State of Delaware amending its Restated Certificate of Incorporation.
   • The filing establishes the designations, preferences, limitations, and relative rights of the Series WW Preferred Stock ($0.01 par value, $25,000 liquidation preference per share).

2. Item 8.01: Offering of Depositary Shares

   • Bank of America sold 2,000,000 Depositary Shares, each representing a 1/25th interest in a share of Series WW Preferred Stock (equivalent to 80,000 shares of Series WW Preferred Stock).
   • Total gross offering amount is $2,000,000,000 ($1,000 per Depositary Share).
   • The offering was executed pursuant to an Underwriting Agreement dated October 20, 2026, under Registration Statement No. 333-277673.

3. Item 3.03: Material Modification to Rights of Security Holders

   • In accordance with standard non-cumulative preferred terms, the company's ability to declare or pay dividends, make distributions, or repurchase junior or parity shares (including common stock) is restricted if full dividends on the Series WW Preferred Stock are not declared and paid or set aside.

Capital & Market Implications

• Regulatory Capital: This perpetual preferred stock issuance bolsters Bank of America's Additional Tier 1 (AT1) regulatory capital under Basel III / U.S. capital requirements.
• Market Impact: Standard financing transaction for large national commercial banks; negligible immediate impact on common stock trading dynamics.