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

Rhea-AI Filing Summary

Bank of America Corporation (BAC) Form 8-K - Capital Return Announcement

On 23 Jul 2025 BAC disclosed that its Board approved a $40 billion common-stock repurchase program, effective 1 Aug 2025. The new authorization fully replaces the $40 billion program approved in July 2024 that expires the same day, providing continuity for share buybacks.

The Board also declared regular quarterly cash dividends of $0.28 per common share and $1.75 per share on its 7 % Cumulative Redeemable Preferred Stock, Series B. No additional financial metrics or guidance were included. The related press release is filed as Exhibit 99.1.

• Total repurchase capacity: $40 bn
• Program start date: 1 Aug 2025
• Common dividend: $0.28/sh quarterly
• Preferred dividend (Series B): $1.75/sh
• Disclosure made under Item 8.01; no financial statements affected.

Positive

• $40 billion share-repurchase authorization provides significant, flexible capital return capacity.
• Quarterly dividend of $0.28 per common share maintained, underscoring earnings stability.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: $40 bn buyback plus steady dividend signal surplus capital; accretive to EPS and supportive of valuation.

The new authorization matches last year’s size but resets the clock, giving management 12 months of flexibility to retire roughly 8-10 % of shares outstanding (based on recent share count, not provided here). Combined with the $0.28/sh dividend, BAC continues to prioritize shareholder returns, indicating confidence in earnings momentum and regulatory capital levels post-stress-test. While timing of repurchases is discretionary, at current prices the program could add ~1–2 % to annual EPS if fully executed. No adverse financial or regulatory disclosures accompany the announcement—overall a constructive development for shareholders.

Bank Capital Risk Specialist

TL;DR: Authorization benign for capital ratios; impact depends on execution pace and future stress-test outcomes.

Because the $40 bn authorization merely replaces an expiring program of equal size, near-term CET1 ratios are unchanged; actual capital draw occurs only when shares are repurchased. BAC’s announcement suggests management believes post-CCAR capital buffers remain adequate. Nonetheless, investors should monitor macro conditions and regulatory actions that could slow buybacks. Dividend levels remain unchanged, indicating no shift in payout policy. Overall event is neutral to slightly positive for risk profile.

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As filed with the Securities and Exchange Commission on July 23, 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 23, 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 8.01 Other Events.

On July 23, 2025, Bank of America Corporation (the “Corporation”) issued a press release (the “Press Release”) announcing that the Corporation’s Board of Directors (the “Board”) authorized the Corporation's $40 billion common stock repurchase program, effective August 1, 2025, to replace the Corporation’s current common stock repurchase program authorized by the Board on July 24, 2024, which will expire on August 1, 2025.

The Press Release also announced that the Board declared the Corporation’s regular quarterly cash dividend on its common stock of $0.28 per share and 7% Cumulative Redeemable Preferred Stock, Series B of $1.75 per share.

A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.						DESCRIPTION OF EXHIBIT
99.1						Bank of America Corporation press release dated July 23, 2025
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: July 23, 2025

FAQ

How large is Bank of America’s new share-repurchase program?

The Board authorized a $40 billion common-stock buyback program effective 1 Aug 2025.

Does the new authorization replace the 2024 program?

Yes. It supersedes the prior $40 bn program that expires on 1 Aug 2025, ensuring uninterrupted buyback capacity.

What dividend did BAC declare for common shareholders?

BAC declared its regular quarterly dividend of $0.28 per common share.

Were preferred dividends announced in this filing?

Yes. The Board declared a $1.75 per share dividend on 7 % Cumulative Redeemable Preferred Stock, Series B.

Which SEC item covers this disclosure?

The information was provided under Item 8.01 – Other Events of Form 8-K.

Where can I find the full press release?

It is included as Exhibit 99.1 to the Form 8-K.