Annual report [Section 13 and 15(d), not S-K Item 405]

Shareholders' Equity

v3.25.4
Shareholders' Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Common Stock
Declared Quarterly Cash Dividends on Common Stock (1)
Declaration Date Record Date Payment Date Dividend Per Share
February 3, 2026 March 6, 2026 March 27, 2026 $ 0.28 
October 23, 2025 December 5, 2025 December 26,2025 0.28 
July 23, 2025 September 5, 2025 September 26, 2025 0.28 
April 23, 2025 June 6, 2025 June 27, 2025 0.26 
January 29, 2025 March 7, 2025 March 28, 2025 0.26 
(1) In 2025, and through February 25, 2026.
The cash dividends paid per share of common stock were $1.08, $1.00 and $0.92 for 2025, 2024 and 2023, respectively.
The table below summarizes common stock repurchases during 2025, 2024 and 2023.
Common Stock Repurchase Summary
(in millions) 2025 2024 2023
Total share repurchases, including CCAR capital plan repurchases 452  332  147 
Purchase price of shares repurchased and retired (1)
$ 21,433  $ 13,104  $ 4,576 
(1)Consists of repurchases pursuant to the Corporation’s CCAR capital plans and includes excise taxes.
During 2025, in connection with employee stock plans, the Corporation issued 86 million shares of its common stock and, to satisfy tax withholding obligations, repurchased 33 million shares of common stock. At December 31, 2025, the Corporation had reserved 586 million unissued shares of common stock for future issuances under employee stock plans, convertible notes and preferred stock.
Preferred Stock
The cash dividends declared on preferred stock were $1.4 billion in 2025 and $1.6 billion in both 2024 and 2023.
On April 29, 2025, the Corporation issued 120,000 shares of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series OO for $3.0 billion, with quarterly dividends commencing in August 2025. Series OO Preferred Stock has a liquidation preference of $25,000 per share and is subject to certain restrictions in the event the Corporation fails to declare and pay full dividends.
On July 24, 2025, the Corporation issued 100,000 shares of 6.250% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series UU for $2.5 billion, with quarterly dividends commencing
in October 2025. The Series UU Preferred Stock has a liquidation preference of $25,000 per share and is subject to certain restrictions in the event the Corporation fails to declare and pay full dividends.
During 2025, the Corporation fully redeemed Series MM and Series AA Preferred Stock at their liquidation preference values for a total of $2.7 billion.
All series of preferred stock in the Preferred Stock Summary table have a par value of $0.01 per share, are not subject to the operation of a sinking fund, have no participation rights, and with the exception of the Series L Preferred Stock, are not convertible. The holders of the Series B Preferred Stock and Series 1 through 5 Preferred Stock have general voting rights and vote together with the common stock. The holders of the other series included in the table have no general voting rights. All outstanding series of preferred stock of the Corporation have preference over the Corporation’s common stock with respect to the payment of dividends and distribution of the Corporation’s assets in the event of a liquidation or dissolution. With the exception of the Series B, F and G Preferred Stock, if any dividend payable on these series is in arrears for three or more semi-annual or six or more quarterly dividend periods, as applicable (whether consecutive or not), the holders of these series and any other class or series of preferred stock ranking equally as to payment of dividends and upon which equivalent voting rights have been conferred and are exercisable (voting as a single class) will be entitled to vote for the election of two additional directors. These voting rights terminate when the Corporation has paid in full dividends on these series for at least two semi-annual or four quarterly dividend periods, as applicable, following the dividend arrearage.
The 7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L (Series L Preferred Stock) does not have early redemption/call rights. Each share of the Series L Preferred Stock may be converted at any time, at the option of the holder, into 20 shares of the Corporation’s common stock plus cash in lieu of fractional shares. The Corporation may cause some or all of the Series L Preferred Stock, at its option, at any time or from time to time, to be converted into shares of common stock at the then-applicable conversion rate if, for 20 trading days during any period of 30 consecutive trading days, the closing price of common stock exceeds 130 percent of the then-applicable conversion price of the Series L Preferred Stock. If a conversion of Series L Preferred Stock occurs at the option of the holder, subsequent to a dividend record date but prior to the dividend payment date, the Corporation will still pay any accrued dividends payable.
The following table presents a summary of perpetual preferred stock outstanding at December 31, 2025.
Preferred Stock Summary
(Dollars in millions, except as noted)
Series Description Initial
Issuance
Date		 Total
Shares
Outstanding		 Liquidation
Preference
per Share
(in dollars)		 Carrying
Value		 Per Annum
Dividend Rate
Dividend per Share
(in dollars)(1)
Annual Dividend
Redemption Period (2)
Series B
7.000% Cumulative Redeemable
 June
1997		 7,065  $ 100  $ 1  7.00  % $ 7  $ —  n/a
Series E (3)
Floating Rate Non-Cumulative November
2006		 12,317  25,000  308 
3-mo. CME Term SOFR +
 61.161 bps (4)(5)
1.26  15  On or after
November 15, 2011
Series F Floating Rate Non-Cumulative March
2012		 1,409  100,000  141 
3-mo. CME Term SOFR +
66.161 bps (4)(5)
4,983.42  7  On or after
March 15, 2012
Series G Adjustable Rate Non-Cumulative March
2012		 4,925  100,000  492 
3-mo. CME Term SOFR +
66.161 bps (4)(5)
4,983.42  25  On or after
March 15, 2012
Series L
7.25% Non-Cumulative Perpetual Convertible
 January
2008		 3,080,182  1,000  3,080  7.25  % 72.50  223  n/a
Series DD (6)(7)
Fixed-to-Floating Rate Non-Cumulative March
2016		 40,000  25,000  1,000 
6.300% to, but excluding, 3/10/26; 3-mo. CME Term SOFR +481.461 bps thereafter (5)
63.00  63  On or after
March 10, 2026
Series FF (6)
Fixed-to-Floating Rate Non-Cumulative March
2018		 90,833  25,000  2,271 
5.875% to, but excluding, 3/15/28; 3-mo. CME Term SOFR +319.261 bps thereafter (5)
58.75  133  On or after
March 15, 2028
Series GG (3)
6.000% Non-Cumulative
 May
2018		 54,000  25,000  1,350  6.000  % 1.50  81  On or after
May 16, 2023
Series HH (3)
5.875% Non-Cumulative
 July
2018		 34,049  25,000  851  5.875  % 1.47  50  On or after
July 24, 2023
Series KK (3)
5.375% Non-Cumulative
 June
2019		 55,273  25,000  1,382  5.375  % 1.34  74  On or after
June 25, 2024
Series LL (3)
5.000% Non-Cumulative
 September
2019		 52,045  25,000  1,301  5.000  % 1.25  65  On or after
September 17, 2024
Series NN (3)
4.375% Non-Cumulative
 October
2020		 42,993  25,000  1,075  4.375  % 1.09 47  On or after
November 3, 2025
Series OO (8)
6.625% Fixed-Rate Reset Non-Cumulative
 April
2025		 120,000  25,000  3,000 
 6.625% to, but excluding,
 5/1/30; 5-yr U.S. Treasury Rate
 + 268.4 bps thereafter
50.06  150  On or after
May 1, 2030
Series PP (3)
4.125% Non-Cumulative
 January 2021 36,500  25,000  912  4.125  % 1.03  38  On or after
February 2, 2026
Series QQ (3)
4.250% Non-Cumulative
 October 2021 51,879  25,000  1,297  4.250  % 1.06  55  On or after
November 17, 2026
Series RR (8)
4.375% Fixed-Rate Reset Non-Cumulative
 January 2022 66,738  25,000  1,668 
4.375% to, but excluding 1/27/27; 5-yr U.S. Treasury Rate + 276 bps thereafter
 43.75  73  On or after
January 27, 2027
Series SS (3)
4.750% Non-Cumulative
 January 2022 27,463  25,000  687  4.750  % 1.19  33  On or after
February 17, 2027
Series TT (8)
6.125% Fixed-Rate Reset Non-Cumulative
 April 2022 80,000  25,000  2,000 
6.125% to, but excluding, 4/27/27; 5-yr U.S. Treasury Rate + 323.1 bps thereafter
 61.25  122  On or after
April 27, 2027
Series UU (8)
6.250% Fixed-Rate Reset Non-Cumulative
 July 2025 100,000  25,000  2,500 
6.250% to, but excluding, 7/26/30; 5-yr U.S. Treasury Rate + 235.1 bps thereafter
 31.60  79  On or after
July 26, 2030
Series 1 (9)
Floating Rate Non-Cumulative November
2004		 3,185  30,000  96 
3-mo. CME Term SOFR +
101.161 bps (5)(10)
1.34  5  On or after
November 28, 2009
Series 2 (9)
Floating Rate Non-Cumulative March
2005		 9,967  30,000  299 
3-mo. CME Term SOFR + 91.161 bps (5)(10)
1.33  16  On or after
November 28, 2009
Series 4 (9)
Floating Rate Non-Cumulative November
2005		 7,010  30,000  210 
3-mo. CME Term SOFR + 101.161 bps (4)(5)
1.36  11  On or after
November 28, 2010
Series 5 (9)
Floating Rate Non-Cumulative March
2007		 13,331  30,000  400 
3-mo. CME Term SOFR + 76.161 bps (4)(5)
1.29  21  On or after
May 21, 2012
Issuance costs and certain adjustments (329)
Total     3,991,164    $ 25,992     
(1)For all series of preferred stock other than Series B, Series F, Series G and Series L, “Dividend per Share” means the amount of dividends per depositary share of such series.
(2)The Corporation may redeem series of preferred stock on or after the redemption date, in whole or in part, at its option, at the liquidation preference plus declared and unpaid dividends. Series B and Series L Preferred Stock do not have early redemption/call rights.
(3)Ownership is held in the form of depositary shares, each representing a 1/1,000th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
(4)Subject to 4.00% minimum rate per annum.
(5)The number of basis points to be added to 3-mo. Term SOFR is equal to the original basis point spread applicable to floating rate periods when the preferred stock was originally issued, plus a tenor spread adjustment of 26.161 bps relating to the transition from 3-mo. LIBOR to 3-mo. Term SOFR.
(6)Ownership is held in the form of depositary shares, each representing a 1/25th interest in a share of preferred stock, paying a semi-annual cash dividend, if and when declared, until the first redemption date at which time, it adjusts to a quarterly cash dividend, if and when declared, thereafter.
(7)Notice of redemption was sent on February 5, 2026, with redemption to occur on March 10, 2026.
(8)Ownership is held in the form of depositary shares, each representing a 1/25th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
(9)Ownership is held in the form of depositary shares, each representing a 1/1,200th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
(10)Subject to 3.00% minimum rate per annum.
n/a = not applicable