[8-K] BANK OF AMERICA CORP /DE/ Reports Material Event

Rhea-AI Filing Summary

Bank of America Corporation reported that, under its effective Form S-3 (Registration No. 333-268718, effective December 30, 2022), it has registered Medium-Term Notes of the Corporation, Series P, and Medium-Term Notes of BofA Finance LLC, Series A, with related guarantees by the Corporation. This 8-K files Sidley Austin LLP’s legality opinion as Exhibit 5.1 and a related consent as Exhibit 23.1, each incorporated by reference, along with the cover page Inline XBRL file as Exhibit 104.

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As filed with the Securities and Exchange Commission on October 16, 2025

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 16, 2025

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.)

100 North Tryon Street

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			BML PrG			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 1
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrH			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 2
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrJ			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 4
Depositary Shares, each representing a 1/1,200th interest in a share of			BML PrL			New York Stock Exchange
Bank of America Corporation Floating Rate Non-Cumulative
Preferred Stock, Series 5
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			BAC/31B			New York Stock Exchange
November 28, 2031 of BofA Finance LLC (and the guarantee of the
Registrant with respect thereto)
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 9.01. Financial Statements and Exhibits.

Bank of America Corporation (the “Corporation”) and BofA Finance LLC (“BofA Finance”) have filed a Registration Statement on Form S-3 (Registration No. 333-268718, effective December 30, 2022) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering the offering of, among other securities, Medium-Term Notes of the Corporation, Series P (the “Series P Notes), Medium Term Notes of BofA Finance, Series A (the “Series A Notes”) and the related guarantees of the Series A Notes by the Corporation (the “Guarantees”). A copy of the opinion of Sidley Austin LLP regarding the validity of the Series P Notes, the Series A Notes and the Guarantees, and related consents, is being filed as Exhibits 5.1 to this report.

(d) Exhibits

The following exhibits are filed herewith, and Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto.

EXHIBIT NO.						DESCRIPTION OF EXHIBIT
5.1						Opinion of Sidley Austin LLP, regarding legality of securities being registered
23.1						Consent of Sidley Austin LLP (included in Exhibit 5.1)
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 16, 2025

FAQ

What did BAC (NYSE: BAC) disclose in this 8-K?

It filed Sidley Austin LLP’s legality opinion (Exhibit 5.1) and a related consent (Exhibit 23.1) tied to its effective Form S-3 shelf.

Which securities are covered by the registration?

Medium-Term Notes of the Corporation, Series P, and Medium-Term Notes of BofA Finance LLC, Series A, with related guarantees by the Corporation.

What is the S-3 registration reference for BAC?

Registration Statement No. 333-268718, effective December 30, 2022.

Who provided the legal opinion for the registered securities?

Sidley Austin LLP provided the legality opinion filed as Exhibit 5.1.

Are the BofA Finance Series A Notes guaranteed?

Yes. The filing references related guarantees of the Series A Notes by Bank of America Corporation.

Which exhibits were included with this filing?

Exhibit 5.1 (legal opinion), Exhibit 23.1 (consent included in 5.1), and Exhibit 104 (cover page Inline XBRL).