Bank of America issues 80,000 preferred shares

If BAC fails to declare and pay full Series WW dividends, or set aside a sufficient sum, specified distributions and repurchases are restricted.

Rhea-AI Filing Summary

Bank of America Corporation (BAC) issued 80,000 shares of 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW, on October 23, 2026, and sold 2,000,000 depositary shares, each representing a 1/25th interest in a Series WW share. Series WW has a $25,000 liquidation preference per share.

BAC filed a Certificate of Designations to set the Series WW stock’s terms. If BAC fails to declare and pay full dividends on Series WW, or to declare and set aside a sum sufficient for payment, restrictions apply to certain dividends, distributions and repurchases involving common stock and preferred stock ranking on parity with or junior to Series WW.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series WW preferred shares issued: 80,000 shares Depositary shares sold: 2,000,000 shares Interest represented by each depositary share: 1/25th of a Series WW share +2 more

5 metrics

Series WW preferred shares issued 80,000 shares Issued October 23, 2026

Depositary shares sold 2,000,000 shares Sold October 23, 2026

Interest represented by each depositary share 1/25th of a Series WW share Terms of the depositary shares

Liquidation preference $25,000 per share Series WW Preferred Stock

Dividend rate 7.200% Series WW Fixed-Rate Reset Non-Cumulative Preferred Stock

Key Terms

Fixed-Rate Reset Non-Cumulative Preferred Stock, liquidation preference, Depositary Shares, Certificate of Designations

4 terms

Fixed-Rate Reset Non-Cumulative Preferred Stock financial

"7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW"

liquidation preference financial

"has a liquidation preference of $25,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Depositary Shares financial

"sold 2,000,000 Depositary Shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Certificate of Designations regulatory

"filed a Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BAC Series WW depositary shares were sold?

BAC sold 2,000,000 depositary shares on October 23, 2026. Each represents a 1/25th interest in a Series WW Preferred Stock share.

What are the BAC Series WW preferred stock rate and liquidation preference?

Series WW is 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock with a $25,000 liquidation preference per share.

Which prospectus covers BAC's Series WW depositary share offering?

The offering terms are described in BAC’s prospectus dated March 28, 2024, as supplemented by a prospectus supplement dated October 20, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:47 PM EDT Accepted by SEC EDGAR 10/23/2026 - 12:00 AM EDT Learn about SEC filing dates

BANK OF AMERICA CORP /DE/ Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Senior Medium-Term Notes, Series A, Step Up Callable Notes, due November 28, 2031 of BofA Finance LLC (and the guarantee of the Registrant with false 0000070858 --12-31 0000070858 2026-10-23 2026-10-23 0000070858 us-gaap:CommonStockMember 2026-10-23 2026-10-23 0000070858 us-gaap:SeriesEPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesGGPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesHHPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesLPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries14Member 2026-10-23 2026-10-23 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries21Member 2026-10-23 2026-10-23 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries42Member 2026-10-23 2026-10-23 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries53Member 2026-10-23 2026-10-23 0000070858 bac:FloatingRatePreferredHybridIncomeTermSecuritiesMember 2026-10-23 2026-10-23 0000070858 bac:A5.63FixedtoFloatingRatePreferredHybridIncomeTermSecuritiesMember 2026-10-23 2026-10-23 0000070858 bac:IncomeCapitalObligationNotesMember 2026-10-23 2026-10-23 0000070858 bac:SeniorMediumTermNotesSeriesAStepUpCallableNotesMember 2026-10-23 2026-10-23 0000070858 bac:SeriesKKPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesLLPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesNNPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesPPPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:SeriesQQPreferredStockMember 2026-10-23 2026-10-23 0000070858 bac:DepositarySharesEachRepresentingA11000thInterestInAShareOf4750NonCumulativePreferredStockSeriesSSMember 2026-10-23 2026-10-23

As filed with the Securities and Exchange Commission on October 23, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 23, 2026

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-6523		56-0906609
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Attention: Office of the Corporate Secretary

100 North Tryon Street; NC1-007-56-06

Charlotte, North Carolina 28255

(Address of principal executive offices)

(704) 386-5681

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BAC		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E		BAC PrE		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GG		BAC PrB		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH		BAC PrK		New York Stock Exchange
7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L		BAC PrL		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 1		BML PrG		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 2		BML PrH		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 4		BML PrJ		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 5		BML PrL		New York Stock Exchange
Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto)		BAC/PF		New York Stock Exchange
5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto)		BAC/PG		New York Stock Exchange
Income Capital Obligation Notes initially due December 15, 2066 of Bank of America Corporation		MER PrK		New York Stock Exchange
Senior Medium-Term Notes, Series A, Step Up Callable Notes, due November 28, 2031 of BofA Finance LLC (and the guarantee of the Registrant with respect thereto)		BAC/31B		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK		BAC PrM		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL		BAC PrN		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN		BAC PrO		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP		BAC PrP		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ		BAC PrQ		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS		BAC PrS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 3.03. Material Modification to Rights of Security Holders.

On October 23, 2026, Bank of America Corporation (the “Corporation”) issued 80,000 shares of Series WW Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series WW Preferred Stock, the ability of the Corporation to declare or pay dividends on, declare or make distributions with respect to, or repurchase, redeem or otherwise acquire for consideration, shares of its common stock or any preferred stock ranking on a parity with or junior to the Series WW Preferred Stock, will be subject to certain restrictions in the event that the Corporation fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series WW Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2026, the Corporation filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to amend its Restated Certificate of Incorporation. The Certificate of Designations fixes the designations, preferences, limitations and relative rights of the Corporation’s 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW, $0.01 par value per share (the “Series WW Preferred Stock”). The Series WW Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

ITEM 8.01. Other Events.

On October 23, 2026, the Corporation sold 2,000,000 Depositary Shares (the “Depositary Shares”), each representing a 1/25^th interest in a share of the Series WW Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation’s Prospectus dated March 28, 2024, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-277673), as supplemented by a Prospectus Supplement dated October 20, 2026. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement, dated October 20, 2026 with respect to the offering of 2,000,000 Depositary Shares, each representing a 1/25th interest in a share of Series WW Preferred Stock
3.1		Certificate of Designations for the Series WW Preferred Stock
4.1		Deposit Agreement related to the Depositary Shares, dated October 22, 2026, among the Corporation, Computershare Inc., Computershare Trust Company, N.A. and the Holders from time to time of the Depositary Receipts
4.2		Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1)
5.1		Opinion of McGuireWoods LLP, regarding legality of the Series WW Preferred Stock and the Depositary Shares
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANK OF AMERICA CORPORATION
By:		/s/ Ross E. Jeffries, Jr.
		Ross E. Jeffries, Jr.
		Deputy General Counsel and Corporate Secretary

Dated: October 23, 2026

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 178.3 KB
• EX-3.1 EX-3.1 63.3 KB
• EX-4.1 EX-4.1 165.0 KB
• EX-5.1 EX-5.1 12.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 21.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 40.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 23.8 KB