[8-K] Bank of America Corporation Reports Material Event

Rhea-AI Filing Summary

Global Mofy AI Limited (GMM) reports the full resolution of its April-2025 PIPE warrants. Purchasers first surrendered 25 % (≈2.55 m) of the 10.20 m warrants, leaving 7.65 m outstanding. Between 8-21 July 2025, those remaining warrants were fully exercised via the 0.8× cashless alternative, converting into 6,117,316 Class A ordinary shares. Because the exercise was cashless, the company received no incremental cash.

Following the issuance, share count stands at 25,495,761 Class A and 3,723,975 Class B shares. The new shares—about 24 % of the current Class A total—are registered under the effective Form F-1 (333-287230). This Form 6-K is also incorporated by reference into the company’s Form F-3 shelf (333-284554).

The update removes a sizeable derivative overhang, simplifying the capital structure, but simultaneously dilutes existing holders without providing fresh capital. No financial results, cash-flow data, or guidance were disclosed.

Positive

• 25 % of warrants voluntarily surrendered, cutting potential future dilution by about 2.55 m shares.
• Full exercise eliminates warrant overhang, simplifying capital structure and removing derivative uncertainty.

Negative

• 6.12 m new shares issued, increasing Class A share count by roughly 24 % and diluting existing holders.
• Cashless exercise delivers no cash proceeds, so dilution is not offset by additional capital for operations.

Insights

Equity Capital Markets Analyst

TL;DR: Large warrant block removed but 24 % dilution occurs with zero cash inflow—net negative for existing shareholders.

The voluntary surrender of 25 % of the warrants is constructive because it eliminates 2.55 m potential shares and reduces headline overhang risk. However, the cashless exercise of the remaining 7.65 m warrants expands the Class A float by 6.12 m shares—roughly one quarter of shares now outstanding—without adding capital that could fund growth. The transaction therefore pressures per-share metrics and may weigh on market price despite a cleaner cap table. No earnings data or strategic use of funds offset the dilution, and the company still has dual-class governance (3.72 m Class B shares) that concentrates voting power. Overall impact skews negative.

BANK OF AMERICA CORP /DE/ Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock Senior Medium-Term Notes, Series A, Step Up Callable Notes, due November 28, 2031 of BofA Finance LLC (and the guarantee of the Registrant with false 0000070858 --12-31 0000070858 2025-07-24 2025-07-24 0000070858 us-gaap:CommonStockMember 2025-07-24 2025-07-24 0000070858 us-gaap:SeriesEPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesGGPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesHHPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesLPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries14Member 2025-07-24 2025-07-24 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries21Member 2025-07-24 2025-07-24 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries42Member 2025-07-24 2025-07-24 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries53Member 2025-07-24 2025-07-24 0000070858 bac:FloatingRatePreferredHybridIncomeTermSecuritiesMember 2025-07-24 2025-07-24 0000070858 bac:A5.63FixedtoFloatingRatePreferredHybridIncomeTermSecuritiesMember 2025-07-24 2025-07-24 0000070858 bac:IncomeCapitalObligationNotesMember 2025-07-24 2025-07-24 0000070858 bac:SeniorMediumTermNotesSeriesAStepUpCallableNotesMember 2025-07-24 2025-07-24 0000070858 bac:SeriesKKPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesLLPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesNNPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesPPPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:SeriesQQPreferredStockMember 2025-07-24 2025-07-24 0000070858 bac:DepositarySharesEachRepresentingA11000thInterestInAShareOf4750NonCumulativePreferredStockSeriesSSMember 2025-07-24 2025-07-24

As filed with the Securities and Exchange Commission on July 24, 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): July 24, 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 Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 1		BML PrG		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 2		BML PrH		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 4		BML PrJ		New York Stock Exchange
Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock, Series 5		BML PrL		New York Stock Exchange
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 November 28, 2031 of BofA Finance LLC (and the guarantee of the Registrant with respect thereto)		BAC/31B		New York Stock Exchange
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 3.03. Material Modification to Rights of Security Holders.

On July 24, 2025, Bank of America Corporation (the “Corporation”) issued 100,000 shares of Series UU Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series UU 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 UU 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 Series UU Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 24, 2025, 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 6.250% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series UU, $0.01 par value per share (the “Series UU Preferred Stock”). The Series UU 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.

ITEM 8.01. Other Events.

On July 24, 2025, the Corporation sold 2,500,000 Depositary Shares (the “Depositary Shares”), each representing a 1/25^th interest in a share of the Series UU 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 July 21, 2025. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement, dated July 21, 2025 with respect to the offering of 2,500,000 Depositary Shares, each representing a 1/25th interest in a share of Series UU Preferred Stock
3.1		Certificate of Designations for the Series UU Preferred Stock
4.1		Deposit Agreement related to the Depositary Shares, dated July 23, 2025, among the Corporation, Computershare Inc., Computershare Trust Company, N.A. and the Holders from time to time of the Depositary Receipts
4.2		Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1)
5.1		Opinion of McGuireWoods LLP, regarding legality of the Series UU Preferred Stock and the Depositary Shares
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

2

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: July 24, 2025

FAQ

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

The company issued 6,117,316 Class A ordinary shares via cashless warrant exercise.

What is GMM's current share count after the transaction?

Outstanding shares now total 25,495,761 Class A and 3,723,975 Class B shares.

Did Global Mofy AI receive cash from the warrant exercise?

No. The warrants were exercised using the cashless alternative, generating no cash proceeds.

What happened to the original 10.2 m PIPE warrants?

Investors surrendered 25 % (≈2.55 m) and exercised the remaining 7.65 m for shares.

Are the new shares already registered for resale?

Yes. The shares are covered by the company’s Form F-1 (333-287230), declared effective on 20 May 2025.