Bank of America SEC Filings

Bank of America Corporation has announced new Jump Securities with Auto-Callable Feature linked to the performance of the Russell 2000® Index and S&P 500® Index, maturing July 3, 2031. Key features include:

• Principal Amount: $1,000 per security
• Early Redemption Feature: Quarterly automatic redemption if both indices close at/above initial values, starting July 8, 2026
• Early Redemption Payment: Approximately 9.10% per annum return
• Maturity Payment Structure: - At least $1,546 if both indices are at/above initial values - $1,000 if indices are above 80% threshold - Below 80% threshold: Payment based on worst-performing index, possible total loss

The securities offer no regular interest payments or participation in index appreciation. Estimated initial value between $900-$960 per $1,000 principal. Key risks include potential principal loss, limited returns, early redemption risk, and credit risk of Bank of America Corporation.

Bank of America Corporation (BAC) has filed a Rule 424(b)(2) pricing supplement for a new debt issuance: $100 million of Fixed-Rate Callable Notes due July 23, 2026. The notes are senior, unsecured obligations that rank equally with BAC’s other senior debt.

• Principal terms: Issue date June 23, 2025; maturity July 23, 2026 (13-month maximum tenor if not called). Fixed coupon of 4.50% per annum, paid on September 23 2025, December 23 2025, March 23 2026, June 23 2026 and at maturity.
• Call feature: BAC may redeem the entire issue at par plus accrued interest on any Call Date—December 23 2025, March 23 2026 or June 23 2026—upon at least five but not more than sixty calendar days’ notice.
• Denominations & listing: Minimum $1,000 increments; the notes will not be listed on any securities exchange, and secondary market liquidity is uncertain.
• Pricing economics: Public offering price 100%, underwriting discount 0.02%, net proceeds $99.98 million. Dealers may waive part or all of their concessions for certain fee-based accounts, resulting in a price as low as 99.98% of par.
• Risk highlights: Early-redemption risk, BAC credit risk (senior unsecured), absence of default interest, potential illiquidity, and market value sensitivity to interest-rate movements. The risk factors section emphasizes that investors must be able to tolerate redemption as early as December 23 2025 and the lack of FDIC insurance.
• Tax & legal: Treated as fixed-rate debt; interest taxable as ordinary income for U.S. Holders. Validity opinion provided by McGuireWoods LLP; calculation agent is Merrill Lynch Capital Services, Inc.
• Distribution & conflicts: BofA Securities, Inc. is sole selling agent and may act as market-maker but is not obligated to do so, creating potential conflicts of interest under FINRA Rule 5121.

The transaction provides BAC with short-dated funding at a fixed 4.50% cost, while offering investors predictable coupon income subject to early call and issuer credit risk.

Vale S.A. (NYSE: VALE) filed a Form 6-K on 25 June 2025 announcing a leadership change at its wholly-owned subsidiary, Vale Base Metals Limited. Current Chairman Mark Cutifani will step down in July 2025 to pursue new professional projects. During his tenure, Cutifani oversaw pivotal initiatives that repositioned the base-metals unit, including: (i) the July 2023 strategic partnership with Manara Minerals, (ii) the 2024 appointment of CEO Shaun Usmar, (iii) formation of a new management team, and (iv) deployment of new technologies and mine-design approaches.

The board has elected Gustavo Pimenta—currently both a Vale board member and the Company’s CEO—as the new Chairman of Vale Base Metals. Vale states that this choice is intended to ensure leadership continuity and tighter alignment with its broader strategy in energy-transition metals.

• No financial metrics, production data, or transaction terms were disclosed in the filing.
• The press release contains the customary forward-looking statement disclaimer highlighting macro-economic, commodity-price, and regulatory risks.

From an investor perspective, the filing signals a governance transition rather than an operational or financial event. Attention may now focus on the pace of execution of the base-metals transformation plan under Pimenta’s expanded oversight.

Bank of America Corporation (BAC) has filed a Rule 424(b)(2) pricing supplement for $25 million of senior unsecured Fixed-Rate Callable Notes due June 23, 2037. The notes carry a fixed coupon of 5.65% per annum, paid semi-annually on June 23 and December 23, beginning December 23, 2025. They are issued in $1,000 minimum denominations, rank pari passu with BAC’s other senior debt, and will not be listed on any exchange.

• Issue/Settlement Date: June 23, 2025
• Maturity: June 23, 2037 (12-year tenor)
• Call Feature: BAC may redeem the entire issue at par on June 23, 2026 and on each subsequent June 23 and December 23 (final call date – Dec 23, 2036) upon 5-60 days’ notice.
• Offering Economics: Public offering price 100%; underwriting discount 1.20% ($300k); net proceeds 98.80% ($24.7 million).
• CUSIP: 06055JMF3; Calculation Agent: Merrill Lynch Capital Services, Inc.

The supplement highlights key risks: (i) BAC credit risk—payments depend on the issuer’s ability to pay; (ii) call risk—investors may receive par early and face reinvestment risk; (iii) interest-rate risk—long 12-year tenor exposes holders to rate fluctuations; (iv) potential secondary-market discount due to embedded distribution and hedging costs. The notes are not FDIC-insured, not bank-guaranteed, and may lose value.

Given BAC’s trillion-dollar balance sheet, the $25 million issuance is routine funding rather than a material capital event for common-equity investors.

Bank of America Corporation (BAC) proposes to issue senior, unsecured Capped Floating-Rate Notes linked to Compounded SOFR, maturing 25 June 2035. These securities are offered under the December 2022 shelf (Reg. No. 333-268718) via prospectus supplement dated 30 December 2022.

Key terms

• Pricing date: 23 June 2025; Issue date/settlement: 25 June 2025.
• Issue price: 100% of principal; minimum denomination US$1,000; CUSIP 06055JMP1.
• Aggregate principal: to be determined at pricing; proceeds before expenses: 99.65% (after max. 0.35% underwriting concession).
• Maturity: 25 June 2035 with 100% principal repayment plus final accrued interest.
• Coupon: Compounded SOFR + 1.60 % per annum, reset and paid quarterly (25 Mar/25 Jun/25 Sep/25 Dec). Coupon is floored at 0.00 % and capped at 6.25 %.
• Ranking: pari passu with other senior, unsecured BAC obligations; no collateral, no FDIC insurance.
• Optionality: no issuer call and no holder put; notes will not be listed on an exchange.
• Settlement: book-entry through DTC; calculation agent: Merrill Lynch Capital Services, Inc.

Risk highlights

• Credit exposure to BAC—payments depend solely on the issuer’s ability to pay.
• Variable coupon may fall to 0 % in a low-rate environment, while upside is limited to 6.25 %.
• No secondary-market listing could restrict liquidity; market values may fluctuate with rates and BAC credit spreads.
• Product is not bank-guaranteed or insured by the FDIC or other agencies.

Investors should review the comprehensive “Risk Factors” discussion (PS-6) and consult advisers regarding suitability, taxation, and market risks.

Bank of America Corporation (BAC) is issuing $6.362 million in Fixed-Rate Callable Notes due 20 December 2028 under its Series P MTN program.

• Coupon: 4.75% fixed, paid quarterly on Mar 20, Jun 20, Sep 20 and Dec 20, beginning 20 Sep 2025 (30/360 day-count).
• Redemption: BAC may redeem the entire issue at par plus accrued interest on any quarterly call date starting 20 Dec 2025, with 5-60 business days’ notice.
• Ranking: Senior unsecured obligations of BAC; payments depend solely on BAC’s creditworthiness.
• Denominations: $1,000 minimums; CUSIP 06055JMG1; the notes will not be listed on an exchange and no market-making is required.
• Offer Price & Fees: Public offering price 100%; underwriting discount 0.30% ($19,086); net proceeds 99.70% ($6,342,914) before expenses. Select fee-based accounts may pay as low as 99.70%.

Key risks highlighted by the issuer include early-call reinvestment risk, exposure to changes in BAC’s credit profile, and potential secondary-market illiquidity. The pricing supplement also outlines standard U.S. federal tax treatment for fixed-rate debt, FINRA Rule 5121 conflicts, and distribution restrictions in the EEA and U.K.

Overall, this is a small, routine debt issuance that offers a modest fixed yield but gives BAC flexibility to refinance if rates fall, limiting investors’ upside.

Citigroup Global Markets Holdings Inc. is offering $3.956 million aggregate principal amount of unsecured senior Buffered MSCI EAFE® Index-Linked Notes due May 28, 2027, fully and unconditionally guaranteed by Citigroup Inc.

Key economic terms:

• Issue price: $1,000 per note; estimated value on trade date: $990 (reflecting distribution, hedging and funding costs).
• Underlying: MSCI EAFE Index (MXEA), initial level 2,605.98.
• Upside: 250% participation, capped by a maximum settlement amount of $1,210.50 (21.05% gross return) once the index rises ≥ 108.42% of the initial level.
• Downside: 15% buffer. If index falls > 15%, investors lose ~1.1765% of principal for every 1% decline beyond the buffer, potentially to zero.
• No coupon, no early redemption, no listing; maturity payment depends solely on index level on May 26 2027.
• Credit risk: payments rely on Citigroup Global Markets Holdings Inc. and Citigroup Inc.; the notes rank pari passu with other senior unsecured debt.
• Distribution: sold through Citigroup Global Markets Inc. acting as principal; secondary market, if any, will be solely at CGMI’s discretion and likely below issue price.

Investor considerations:

• Designed for investors seeking leveraged but capped exposure to developed-market equities, willing to forgo dividends and accept issuer/market risk.
• Limited upside versus direct index exposure; meaningful downside once buffer breached.
• Liquidity and valuation will be constrained; bid prices will include dealer markdowns and fade after an initial three-month adjustment period.
• Tax treatment expected as a prepaid forward contract, but the IRS could challenge; Section 871(m) deemed inapplicable under current guidance.

Material risks: potential loss of principal, absence of periodic income, credit risk, currency effects on MXEA, model-based estimated value below issue price, and uncertain secondary market.

Bank of America Corporation (BAC) is issuing $20 million of senior unsecured Fixed-Rate Callable Notes due June 20 2040 under its Series P MTN program. The notes price at 100% of face value and settle on 20 June 2025. After a 1.40% underwriting discount, net proceeds to BAC are $19.72 million.

The securities pay a fixed coupon of 5.75% per annum, calculated on a 30/360 basis and paid semi-annually on 20 June and 20 December, beginning 20 December 2025. Principal is repaid at 100% of par at maturity, provided the notes are not redeemed earlier.

Issuer call option: BAC may redeem the entire issue at par plus accrued interest on 20 December 2027 and on every subsequent semi-annual interest date through 20 December 2039. Notice must be given 5 business to 60 calendar days in advance. No holder put option is available.

Key structural terms include:

• Denominations: $1,000 and integral multiples thereof
• CUSIP: 06055JMD8
• Ranking: senior, unsecured obligations of BAC
• Listing: none; the notes will not trade on an exchange
• Calculation agent: Merrill Lynch Capital Services, Inc.

Risk considerations highlighted by BAC include: (i) issuer credit risk—all payments depend on BAC’s solvency; (ii) call risk—the notes are likely to be redeemed when prevailing rates fall below 5.75%, limiting upside and creating reinvestment risk; (iii) interest-rate risk—with a 15-year final term, price volatility may be significant if rates rise; (iv) liquidity risk—no exchange listing could constrain secondary-market trading; and (v) valuation risk—issue price embeds hedging and distribution costs, so resale prices may be below par.

Bank of America Corporation (BAC) is issuing $25 million of senior unsecured Fixed Rate Callable Notes due August 20, 2026. The notes price at 100% of principal and accrue interest at a fixed 4.55% per annum on a 30/360 basis. Interest will be paid on September 20 2025, December 20 2025, March 20 2026, June 20 2026 and at maturity. BAC may redeem the entire issue at par plus accrued interest on December 20 2025 and on each subsequent call date (March 20 2026 and June 20 2026) with 5-60 calendar days’ notice. Minimum denomination is $1,000, CUSIP 06055JMJ5, and the notes will not be listed on any exchange.

The public offering price is 100%, less an underwriting discount of 0.03% ($7,500), resulting in proceeds of 99.97% ($24,992,500) before expenses. The notes carry the credit risk of BAC, are not FDIC-insured, and are subject to early redemption, market-liquidity and valuation risks as outlined in the “Risk Factors” section. Merrill Lynch Capital Services, Inc. is the calculation agent and BofA Securities is expected to make a market, although no secondary-market liquidity is guaranteed.