8-KShareholder MattersCorporate ChangesOther Events+1

BANK OF AMERICA CORP /DE/ 8-K Report, Rights Modification (Apr 29, 2025)

Filed April 29, 2025For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) has filed an 8-K report detailing significant actions related to its preferred stock. On April 29, 2025, the company formally issued 120,000 shares of its Series OO Preferred Stock. This issuance is accompanied by a Certificate of Designations, which establishes the specific terms and conditions of this new class of preferred stock, including its liquidation preference of $25,000 per share and a fixed dividend rate of 6.625%. Crucially, the terms of the Series OO Preferred Stock impose restrictions on BAC's ability to pay dividends on or repurchase its common stock and other parity or junior preferred stock if it fails to make full dividend payments on the Series OO Preferred Stock. This filing also notes the sale of 3,000,000 Depositary Shares, each representing a fractional interest in the Series OO Preferred Stock, indicating a completed offering of this new capital instrument to investors.

Key Highlights

  • 1Bank of America (BAC) has officially issued 120,000 shares of a new preferred stock series, designated Series OO.
  • 2The Series OO Preferred Stock carries a fixed dividend rate of 6.625% and a liquidation preference of $25,000 per share.
  • 3A Certificate of Designations has been filed, outlining the specific rights, preferences, and limitations of the Series OO Preferred Stock.
  • 4A key feature of the Series OO Preferred Stock is a dividend stopper provision: BAC cannot pay dividends on common stock or junior/parity preferred stock if Series OO preferred dividends are not paid in full.
  • 5The company has completed the sale of 3,000,000 Depositary Shares, each representing a 1/25th interest in a share of Series OO Preferred Stock.
  • 6The offering of Depositary Shares was made under a prospectus and prospectus supplement, referencing a Form S-3 registration statement.

Frequently Asked Questions

The Series OO Preferred Stock is a new class of preferred stock issued by Bank of America Corporation with specific features, including a fixed dividend rate of 6.625%, a liquidation preference of $25,000 per share, and certain voting and dividend restriction rights.

The dividend stopper provision means that if Bank of America fails to pay the full dividends on the Series OO Preferred Stock, it will be restricted from paying dividends on its common stock or any preferred stock that ranks junior to or on parity with the Series OO Preferred Stock. This prioritizes payments to Series OO preferred stockholders.

The Depositary Shares are instruments that represent fractional interests (specifically, a 1/25th interest) in a share of the Series OO Preferred Stock. They were issued as part of an offering to raise capital, making it potentially more accessible for a wider range of investors to participate in owning a piece of this preferred stock.

The issuance of Series OO Preferred Stock itself does not directly affect the common stock dividend. However, the 'dividend stopper' provision means that if BAC fails to meet its obligations to the Series OO Preferred stockholders, then common stock dividends could be suspended.