Preferred Shares

9 Months Ended

Sep. 30, 2026

The Board of Directors may authorize the issuance of up to 20 million preferred shares at a par value of $1.662/3 per share without further shareholder approval.

During the three months ended September 30, 2026, we issued 1,600 preferred shares of 6.450% Fixed Rate Reset Noncumulative Preferred Shares, Series E, for net proceeds of $1,584 million and redeemed in full the previously outstanding 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, for $1,600 million. The difference between the redemption value and carrying value of the redeemed Series D preferred shares resulted in a reduction of $16 million in net income available to common shareholders, as reflected within the calculation of basic and diluted EPS in Note 13.

We have the following perpetual Fixed Rate Reset Noncumulative Preferred Share series issued and outstanding as of September 30, 2026:

Table 14.1: Preferred Shares Issued and Outstanding


						Series E
Issuance Date						August 12, 2026
Securities issued						1,600 Preferred shares; represented by 1,600,000 depositary shares
Dividend rate per annum						6.450% through September 14, 2031; resets September 15, 2031 and every subsequent 5-year anniversary at 5-year Treasury rate plus 2.119%
Dividend payment date						Quarterly beginning September 15, 2026
Earliest redemption date						September 15, 2031
Aggregate liquidation preference						$1,600 million
Carrying value (a)						$1,584 million

(a)Carrying value, as presented in the Statements of Shareholders' Equity, represents the issuance proceeds, net of underwriting fees and offering costs.

In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the preferred shares then outstanding take precedence over our common shares for the payment of dividends and the distribution of assets out of funds legally available for distribution to shareholders. We may redeem the outstanding series of preferred shares at $1 million per preferred share (equivalent to $1,000 per depositary share) plus any declared but unpaid dividends in whole or in part, from time to time, on any dividend payment date on or after the earliest redemption date, or in whole, but not in part, within 90 days of certain bank regulatory changes.