Oct232026
Shareholder votes and rulesOther news
Changed the rights of shareholders (Item 3.03)
Changes to shareholders' rights affect what owners can vote on or receive.
In the company's wordsOn 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 …
Changed its company rules or financial year (Item 5.03)
Changes to the company's rules or the dates of its financial year.
In the company's wordsOn 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.
Announced another event (Item 8.01)
Another event the company chose to report publicly.
In the company's wordsOn October 23, 2026, the Corporation sold 2,000,000 Depositary Shares (the “Depositary Shares”), each representing a 1/25th 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.