Bank of America Corporation filings document material events, shareholder governance and the capital structure of a diversified banking company listed on the New York Stock Exchange. Recent Form 8-K reports identify registered securities including BAC common stock, multiple series of preferred stock represented by depositary shares, preferred hybrid income securities, income capital obligation notes and senior medium-term notes associated with BofA Finance LLC guarantees.
The company's definitive proxy statement covers annual meeting matters, shareholder voting procedures and governance topics, including board leadership references and the role of the lead independent director. Together, these filings record the formal securities, governance and material-event disclosures tied to Bank of America's banking, wealth management, investment banking and markets businesses.
BofA Finance LLC is offering Auto-Callable Notes linked to the capital stock of International Business Machines Corporation (IBM), fully and unconditionally guaranteed by Bank of America Corporation (BAC). The Notes have an approximate five-year term if not called, are expected to price on April 2, 2026 and issue on April 8, 2026. They are automatically callable beginning with the April 12, 2027 Call Observation Date if the Observation Value meets or exceeds the Call Value, with a schedule of Call Amounts per $1,000 principal listed in the supplement. At maturity, if not called, redemption depends on IBM's Ending Value: you would receive $1,992.52 per $1,000 if Ending Value >= 100% of Starting Value; you receive $1,000 if Ending Value is between 70% and 100%; below 70% you have 1:1 downside exposure to the stock (up to 100% loss).
There are no periodic coupons; payments are subject to issuer and guarantor credit risk. The initial estimated value range on the pricing date is shown as $920.00 to $980.00 per $1,000, and the public offering price is $1,000 with proceeds to the issuer of $997 per $1,000 after underwriting discount.
BofA Finance is offering Contingent Income Buffered Auto-Callable Yield Notes linked to the common stock of NVIDIA Corporation (NVDA), expected to price on April 6, 2026 and issue on April 9, 2026.
The Notes have an approximate 13-month term to May 11, 2027, a contingent coupon of 11.00% per annum (paid monthly) payable only if monthly Observation Values are at or above 70.00% of the Starting Value, and an automatic call feature beginning on the October 6, 2026 Call Observation Date if the Observation Value is at or above 100.00% of the Starting Value. At maturity, if the Ending Value is below the 70.00% Threshold Value, investors have 1:1 downside beyond a 30.00% decline (up to 70.00% principal loss); otherwise principal is returned. The cover page shows an initial estimated value range of $940.00 to $990.00 per $1,000.00 note; the public offering price is $1,000.00.
Bank of America is asking shareholders to vote at its virtual 2026 annual meeting on May 4, 2026, on electing 12 directors, approving executive pay on an advisory basis, ratifying the 2026 auditor, and considering two shareholder proposals. Shareholders of record on March 13, 2026 may vote online, by phone, by mail, or during the meeting.
The proxy highlights the bank’s Responsible Growth strategy and reports 2025 revenue of $113.1B, up 7% versus 2024, net income of $30.5B, up 13%, and diluted EPS of $3.81, up 19%. Loans reached $1.19T and deposits $2.02T as of December 31, 2025. The common equity tier 1 capital ratio was 11.4%, above the 10.0% regulatory minimum, and net charge-offs were 0.50% of loans and leases.
The Board emphasizes strong governance, noting that 92% of nominees are independent and all key committees are fully independent. It details active risk oversight, including an Enterprise Risk Committee focused on the Risk Framework and Risk Appetite Statement, and regular cybersecurity briefings. The Compensation and Human Capital Committee underscores a pay-for-performance philosophy tied to financial and non-financial results, risk management, and long-term shareholder value.
For 2025, the Board set CEO Brian Moynihan’s total compensation at $41.0 million, with 3.7% in base salary and 96.3% in equity-based incentives. Half of his variable pay is performance restricted stock units that vest based on three-year averages of return on assets (tax-normalized) and growth in adjusted tangible book value, with higher performance standards and a 150% maximum payout for exceptional results. The rest is split between cash-settled and time-based restricted stock units, and 50% of his net after-tax shares from equity awards must be held until one year after retirement.
The proxy also describes extensive shareholder engagement in 2025, including outreach to 74 shareholders representing about 67% of institutionally held shares and 52 meetings covering roughly 45%. Investors expressed support for the Board’s leadership structure, director succession planning, and executive pay design. A longstanding program will direct a $1 charitable donation per voting account, shared among Cohen Veterans Network, The Global FoodBanking Network, and Soldiers’ Angels.
BofA Finance LLC is offering Capped Buffered Enhanced Return Notes linked to the S&P 500® Index due March 29, 2027. The Notes have an approximate 12-month term, a Starting Value of 6,506.48 determined on March 20, 2026, and were expected to price on March 23, 2026 and issue on March 26, 2026.
At maturity the Notes pay 120.00% participation in positive Index performance up to a $1,125.00 Redemption Amount per $1,000.00 principal (a 12.50% max return). The Notes provide a 15.00% buffer (Threshold Value 5,530.51), after which losses are 1:1 (up to 85.00% of principal at risk). The initial estimated value range at pricing was $942.00 to $992.00 per $1,000.00, and the public offering price is $1,000.00 per Note with underwriting discount up to $2.00.
All payments are subject to the credit risk of BofA Finance (Issuer) and Bank of America Corporation (Guarantor). The Notes are not listed on any exchange and do not pay periodic interest.
BofA Finance LLC is offering Auto-Callable Notes fully and unconditionally guaranteed by Bank of America Corporation linked to the least performing of the Nasdaq-100 Technology Sector Index and the S&P 500 Index. The Notes are expected to price on April 7, 2026, issue on April 10, 2026, and mature on April 10, 2031, an approximate 5 year term if not called.
Per $1,000 principal: public offering price is $1,000.00, underwriting discount up to $25.00, and proceeds to BofA Finance of $975.00. The issuer’s initial estimated value range at pricing is $940.00 to $990.00 per $1,000.00. The Notes pay no periodic interest and are automatically callable on specified semi-annual Call Observation Dates beginning April 13, 2027 for predetermined Call Amounts (ranging from $1,111.50 to $1,501.75 per $1,000). If not called, redemption depends on the Least Performing Underlying: full enhanced repayment of $1,557.50 if the Ending Value of the Least Performing Underlying is greater than or equal to its Redemption Barrier; return of principal if Ending Value is between 90.00% and 100.00% of Starting Value; otherwise 1:1 downside exposure with up to 100.00% principal loss. All payments are subject to the credit risk of the Issuer and the Guarantor.
BofA Finance LLC is offering Auto-Callable Notes linked to the common stock of JPMorgan Chase & Co. The Notes are expected to price on April 2, 2026, issue on April 8, 2026, and mature on April 7, 2031 with an approximate five-year term if not called.
The Notes pay no periodic interest and are automatically callable beginning with the April 12, 2027 Call Observation Date for preset Call Amounts (for example, $1,153.00 on the first call). At maturity holders receive $1,765.00 per $1,000.00 if the Ending Value is ≥ 100% of Starting Value, receive principal if Ending Value is ≥ 70%, or suffer 1:1 downside below 70%, risking up to 100% of principal. Payments are subject to the credit risk of BofA Finance and Bank of America Corporation.
BofA Finance LLC offers Dual Directional Buffered Notes linked to the least performing of the Nasdaq-100 and the S&P 500. The notes have an approximate 17-month term, with a pricing date of March 24, 2026, expected issue date March 27, 2026 and maturity on August 27, 2027. They provide 100% upside participation in the Least Performing Underlying subject to a Max Return of 32.15% ($1,321.50 per $1,000), a 10% downside buffer (Threshold Value 90%), and 1:1 downside beyond the 10% buffer exposing up to 90% of principal to loss. Public offering price is $1,000 per note; underwriting discount up to $2.50, proceeds to issuer $997.50. Initial estimated value at pricing is expected to be between $930 and $980 per $1,000. Payments are unsecured obligations of BofA Finance LLC and fully and unconditionally guaranteed by Bank of America Corporation, and are subject to issuer and guarantor credit risk.
BofA Finance LLC priced $35,726,000 of Fixed Income Issuer Callable Yield Notes, fully and unconditionally guaranteed by Bank of America Corporation. The Notes carry a fixed coupon of 10.51% per annum, have an approximate 12-month term, and will mature on March 23, 2027 if not called. Payments are linked to the least performing of the Nasdaq-100®, the Russell 2000® and the S&P 500®; beginning September 23, 2026 the issuer may call the Notes monthly at par plus the applicable Fixed Coupon Payment. If, at the Valuation Date, the Least Performing Underlying has declined more than 30% from its Starting Value, investors bear 1:1 downside to that Underlying at maturity and could lose up to 100% of principal; otherwise principal is returned. All payments are subject to the credit risk of BofA Finance and BAC.
BofA Finance LLC priced $35,832,000 of Fixed Income Buffered Auto-Callable Yield Notes linked to the S&P 500 (SPX). The Notes issue March 23, 2026, mature March 21, 2030, and pay a fixed coupon of 6.31% per annum (semi-annual payments of $31.55 per $1,000) provided they are not called.
The Notes are automatically callable beginning with the March 19, 2027 Call Observation Date if the Observation Value is >= 100.00% of the Starting Value (Call Value = Starting Value). If not called, the Notes provide a 20% buffer (Threshold Value = $5,299.76, 80.00% of the Starting Value); losses beyond a 20% decline are borne by investors on a leveraged basis, up to 100% of principal. All payments are subject to the credit risk of BofA Finance (Issuer) and Bank of America Corporation (Guarantor). The initial estimated value at pricing was $986.80 per $1,000; public offering price is $1,000.00 per $1,000.