Form 8-K - Current report

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 0000070858 2024-05-10 2024-05-10 0000070858 us-gaap:CommonStockMember 2024-05-10 2024-05-10 0000070858 us-gaap:SeriesEPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesGGPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesHHPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesLPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries14Member 2024-05-10 2024-05-10 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries21Member 2024-05-10 2024-05-10 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries42Member 2024-05-10 2024-05-10 0000070858 bac:DepositarySharesEachRepresentingA11200thInterestInAShareOfBankOfAmericaCorporationFloatingRateNonCumulativePreferredStockSeries53Member 2024-05-10 2024-05-10 0000070858 bac:FloatingRatePreferredHybridIncomeTermSecuritiesMember 2024-05-10 2024-05-10 0000070858 bac:A5.63FixedtoFloatingRatePreferredHybridIncomeTermSecuritiesMember 2024-05-10 2024-05-10 0000070858 bac:IncomeCapitalObligationNotesMember 2024-05-10 2024-05-10 0000070858 bac:SeniorMediumTermNotesSeriesAStepUpCallableNotesMember 2024-05-10 2024-05-10 0000070858 bac:SeriesKKPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesLLPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesNNPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesPPPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesQQPreferredStockMember 2024-05-10 2024-05-10 0000070858 bac:SeriesSSPreferredStockMember 2024-05-10 2024-05-10

As filed with the Securities and Exchange Commission on May 10, 2024

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):

May 10, 2024

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 8.01

Other Events.

On May 3, 2024, Bank of America Corporation (the “Corporation”) received notice from Tutanota LLC (“Tutanota”) of its unsolicited “mini-tender” offer to purchase up to 1,000,000 shares of the Corporation’s common stock at an offer price of $40.00 per share. The offer price of $40.00 per share is conditioned on, among other things, the closing price per share of the Corporation’s common stock exceeding $40.00 per share on the last trading day before the offer expires. The number of shares subject to Tutanota’s offer represent approximately 0.01% of the Corporation’s common stock outstanding as of the date of the offer.

On May 10, 2024, the Corporation issued the press release attached to this Report as Exhibit 99.1, informing its shareholders that the Corporation does not endorse Tutanota’s unsolicited mini-tender offer and recommending that shareholders do not tender their shares. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with Tutanota’s offering documents. The offer is currently scheduled to expire at 5:00 p.m., New York City time, on Friday, May 31, 2024, unless the offer is otherwise extended by Tutanota in its discretion or terminated earlier.

The Corporation is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation. Additional information concerning mini-tender offers is included in the news release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

99.1		News Release dated May 10, 2024

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: May 10, 2024

Exhibit 99.1

LOGO

May 10, 2024

Bank of America Recommends Shareholders Reject “Mini-Tender” Offer by Tutanota LLC

CHARLOTTE, NC – Bank of America today announced that it recently learned of an unsolicited “mini-tender” offer made by Tutanota LLC (Tutanota) to Bank of America shareholders to purchase up to 1 million shares of Bank of America common stock at $40.00 per share. The offer price of $40.00 per share is conditioned on, among other things, the closing price per share of Bank of America’s common stock exceeding $40.00 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Bank of America shareholders who tender their shares in the offer will receive a below-market price. Tutanota can extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration date of Friday, May 31, 2024.

Bank of America recommends that shareholders do not tender their shares in response to Tutanota’s offer because the offer requires that the closing stock price for Bank of America common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. Shareholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m., New York City time, on Friday, May 31, 2024, unless extended.

Bank of America does not endorse Tutanota’s unsolicited mini-tender offer and is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation.

Because Tutanota’s mini-tender offer is for less than 5 percent of Bank of America’s outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies, as well as a prior offer for Bank of America common stock in 2021. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at https://www.sec.gov/investor/pubs/minitend.htm.

Bank of America encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota’s mini-tender offer.

Bank of America requests that a copy of this news release be included with all distributions of materials relating to Tutanota’s mini-tender offer related to Bank of America’s common stock.

Bank of America

Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the United States, serving approximately 69 million consumer and small business clients with approximately 3,800 retail financial centers, approximately 15,000 ATMs (automated teller machines) and award-winning digital banking with approximately 57 million verified digital users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 4 million small business households through a suite of innovative, easy-to-use online products and services. The company serves clients through operations across the United States, its territories and more than 35 countries. Bank of America Corporation stock is listed on the New York Stock Exchange (NYSE: BAC).

For more Bank of America news, including dividend announcements and other important information, visit the Bank of America newsroom and register for news email alerts.

www.bankofamerica.com

###

Investors May Contact:

Lee McEntire, Bank of America

Phone: 1.980.388.6780

lee.mcentire@bofa.com

Jonathan G. Blum, Bank of America (Fixed Income)

Phone: 1.212.449.3112

jonathan.blum@bofa.com

Reporters May Contact:

Bill Halldin, Bank of America

Phone: 1.916.724.0093

william.halldin@bofa.com

Document and Entity Information	May 10, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	BANK OF AMERICA CORP /DE/
Amendment Flag	false
Entity Central Index Key	0000070858
Document Type	8-K
Document Period End Date	May 10, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-6523
Entity Tax Identification Number	56-0906609
Entity Address, Address Line One	100 North Tryon Street
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28255
City Area Code	(704)
Local Phone Number	386-5681
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	BAC
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E
Trading Symbol	BAC PrE
Security Exchange Name	NYSE
Series GG Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 6.000% Non-Cumulative Preferred Stock, Series GG
Trading Symbol	BAC PrB
Security Exchange Name	NYSE
Series HH Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH
Trading Symbol	BAC PrK
Security Exchange Name	NYSE
Series L Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L
Trading Symbol	BAC PrL
Security Exchange Name	NYSE
Depositary Shares Each Representing A 11200th Interest In A Share Of Bank Of America Corporation Floating Rate Not Cumulative Preferred Stock Series 14 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock
Trading Symbol	BML PrG
Security Exchange Name	NYSE
Depositary Shares Each Representing A 11200th Interest In A Share Of Bank Of America Corporation Floating Rate Not Cumulative Preferred Stock Series 21 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock
Trading Symbol	BML PrH
Security Exchange Name	NYSE
Depositary Shares Each Representing A 11200th Interest In A Share Of Bank Of America Corporation Floating Rate Not Cumulative Preferred Stock Series 42 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock
Trading Symbol	BML PrJ
Security Exchange Name	NYSE
Depositary Shares Each Representing A 11200th Interest In A Share Of Bank Of America Corporation Floating Rate Not Cumulative Preferred Stock Series 53 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,200th interest in a share of Bank of America Corporation Floating Rate Non-Cumulative Preferred Stock
Trading Symbol	BML PrL
Security Exchange Name	NYSE
Floating Rate Preferred Hybrid Income Term Securities [Member]
Document And Entity Information [Line Items]
Security 12b Title	Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIII (and the guarantee related thereto)
Trading Symbol	BAC/PF
Security Exchange Name	NYSE
A 5.63 Fixedto Floating Rate Preferred Hybrid Income Term Securities [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.63% Fixed to Floating Rate Preferred Hybrid Income Term Securities of BAC Capital Trust XIV (and the guarantee related thereto)
Trading Symbol	BAC/PG
Security Exchange Name	NYSE
Income Capital Obligation Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	Income Capital Obligation Notes initially due December 15, 2066 of Bank of America Corporation
Trading Symbol	MER PrK
Security Exchange Name	NYSE
Senior Medium Term Notes Series A Step Up Callable Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	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
Trading Symbol	BAC/31B
Security Exchange Name	NYSE
Series KK Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK
Trading Symbol	BAC PrM
Security Exchange Name	NYSE
Series LL Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL
Trading Symbol	BAC PrN
Security Exchange Name	NYSE
Series NN Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN
Trading Symbol	BAC PrO
Security Exchange Name	NYSE
Series PP Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP
Trading Symbol	BAC PrP
Security Exchange Name	NYSE
Series QQ Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ
Trading Symbol	BAC PrQ
Security Exchange Name	NYSE
Series SS Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS
Trading Symbol	BAC PrS
Security Exchange Name	NYSE