BANK OF AMERICA CORPORATION As filed with the Securities and Exchange Commission on January 25, 2022
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): January 25, 2022
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 Carolina28255
(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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencementcommunications 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred Stock, Series HH | BAC PrK | New York Stock Exchange | ||
| 7.25% Non-CumulativePerpetual 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred 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-CumulativePreferred Stock, Series QQ | BAC PrQ | 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 January 25, 2022, Bank of America Corporation (the "Corporation") issued 70,000 shares of Series RR Preferred Stock (as defined in Item 5.03 below).
Under the terms of the Series RR 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 RR 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 RR 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 January 25, 2022, 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 4.375% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series RR, $0.01 par value per share (the "Series RR Preferred Stock"). The Series RR 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 January 25, 2022, the Corporation sold 1,750,000 Depositary Shares (the "Depositary Shares"), each representing a 1/25th interest in a share of the Series RR Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation's Prospectus dated August 4, 2021, constituting a part of the Registration Statement on Form S-3(Registration No. 333-257399), as supplemented by a Prospectus Supplement dated January 20, 2022. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.
2
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed herewith:
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: January 25, 2022
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Bank of America Corporation published this content on 25 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2022 21:39:02 UTC.
