01—Abstract
Summary
Summary of the 8-K filed October 23, 2026. Cited figures are marked; the original filing is the authoritative source.
Bank of America Corporation (BAC) has filed an 8-K report detailing the issuance and sale of its new Series WW Preferred Stock and related Depositary Shares.
On October 23, 2026, the company officially established the terms of its 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW, through a Certificate of Designations. This filing also confirms the sale of 2,000,000 Depositary Shares, each representing a 1/25th interest in a share of the Series WW Preferred Stock, which was previously registered and detailed in a prospectus supplement. Crucially for investors, the Series WW Preferred Stock carries a liquidation preference of $25,000a per share.
A significant feature is the dividend restriction clause: if the company fails to pay full dividends on the Series WW Preferred Stock, it faces limitations on its ability to pay dividends or repurchase common stock or junior preferred stock. This structure highlights the priority of preferred dividend payments and introduces a protective covenant for Series WW shareholders.
02—Key points
Key Highlights
- Bank of America Corporation (BAC) has issued and sold 2,000,000 Depositary Shares, each representing a 1/25th interest in its Series WW Preferred Stock.
- The Series WW Preferred Stock is 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock with a par value of $0.01 per share.
- Each share of Series WW Preferred Stock has a substantial liquidation preference of $25,000.
- A material modification to the rights of security holders is noted, specifically that dividends on common stock or junior preferred stock may be restricted if full dividends on the Series WW Preferred Stock are not paid.
- The terms and preferences of the Series WW Preferred Stock were formally established through a Certificate of Designations filed with the Secretary of State of Delaware.
- The offering of Depositary Shares was made pursuant to a prospectus dated March 28, 2024, and supplemented by a prospectus supplement dated October 20, 2026.
- Key agreements, including an Underwriting Agreement and a Deposit Agreement, related to the issuance and sale are filed as exhibits.
03—Questions
Frequently Asked Questions
What is the dividend rate and nature of the Series WW Preferred Stock?
The Series WW Preferred Stock is a 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock. This means it pays a fixed dividend of 7.200% annually, but the dividends are 'non-cumulative,' meaning any missed dividend payments are not owed to shareholders in the future. The 'reset' feature implies that the dividend rate may be adjusted at future dates, as detailed in the Certificate of Designations.
What is the liquidation preference of the Series WW Preferred Stock?
The Series WW Preferred Stock has a significant liquidation preference of $25,000 per share. In the event of liquidation, dissolution, or winding up of the Corporation, holders of Series WW Preferred Stock are entitled to receive $25,000 per share before any distributions are made to holders of common stock or junior preferred stock.
What are the restrictions on common stock dividends or repurchases if preferred dividends are missed?
If Bank of America Corporation fails to declare and pay full dividends (or set aside funds for payment) on its Series WW Preferred Stock, the company will be restricted from declaring or paying dividends, making distributions, or repurchasing its common stock or any preferred stock that ranks on parity with or junior to the Series WW Preferred Stock. This covenant protects the rights of Series WW Preferred stockholders.
What are Depositary Shares and how do they relate to the Series WW Preferred Stock?
The company sold Depositary Shares, where each Depositary Share represents a 1/25th interest in a share of the Series WW Preferred Stock. This is a common structure for preferred stock offerings, allowing for smaller, more accessible investment denominations than the full liquidation preference of a preferred share. Investors in Depositary Shares effectively hold a fractional ownership of the underlying preferred stock.
04—Continue