Bank of America issues Series WW preferred stock
Bank of America has issued 80,000 shares of its 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW, along with 2,000,000 related depositary shares, under a previously filed registration statement.
Bank of America Corporation has issued 80,000 shares of its 7.200% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series WW, with a liquidation preference of $25,000 per share, the bank said in a securities filing. The company also sold 2,000,000 depositary shares, each representing a 1/25th interest in a share of the new preferred stock.
The issuance was documented in a Certificate of Designations filed with the Secretary of State of Delaware, which amends Bank of America's Restated Certificate of Incorporation to set the terms of the new preferred shares. The depositary shares were sold under a prospectus dated March 28, 2024, supplemented by a prospectus supplement dated October 20, 2026. The offering was conducted under a previously filed registration statement on Form S-3, which allows the bank to raise capital efficiently without preparing a new registration for each deal.
The terms include a dividend restriction that would apply if the bank fails to declare and pay full dividends on the Series WW shares. In that case, Bank of America would be barred from declaring or paying dividends on, or repurchasing, its common stock and any preferred stock ranking on a parity with or below the Series WW shares. Because the preferred stock is non-cumulative, unpaid dividends do not accrue and carry forward to later periods, a feature that distinguishes it from cumulative preferred issues.
The offering's underwriting agreement, dated October 20, 2026, and a deposit agreement dated October 22, 2026, among the bank, Computershare Inc. and Computershare Trust Company, N.A., were filed as exhibits, along with the form of depositary receipt. The offering was sized at $2 billion, and the filing indicated expected credit ratings of Baa2 from Moody's, BBB- from S&P and BBB+ from Fitch. Those ratings sit in the investment-grade range, which is typically the benchmark institutional investors use when evaluating preferred securities from large banks.
The depositary shares are unsecured and are not savings accounts, deposits or other obligations of a bank. They are not guaranteed by Bank of America, N.A. or any other bank, and they are not insured by the Federal Deposit Insurance Corporation or any other government agency. The company does not intend to list the depositary shares or the preferred stock on any securities exchange, which means holders will rely on private trading rather than a public market for the securities.
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