Bond Bank of America 4.3% ( US060505FQ25 ) in USD

Bank of America

100 % ▲

United States

US060505FQ25 ( in USD )

4.3% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Bank of America US060505FQ25 en USD 4.3%, maturity Perpetual

1 000 USD

1 100 000 000 USD

060505FQ2

BBB- ( Lower medium grade - Investment-grade )

N/A

28/07/2025 ( In 100 days )

Bank of America is a multinational investment bank and financial services corporation headquartered in Charlotte, North Carolina, offering a wide range of financial products and services to individual and corporate clients globally.

The Bond issued by Bank of America ( United States ) , in USD, with the ISIN code US060505FQ25, pays a coupon of 4.3% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Bank of America ( United States ) , in USD, with the ISIN code US060505FQ25, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d846161d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224523

1,100,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series MM
Bank of America Corporation is offering 1,100,000 depositary shares, each representing a 1/25th interest in a share of our perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series
MM, $0.01 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share) (the "Preferred Stock"). Each depositary share entitles the holder, through the
depository for the Preferred Stock, to a proportional fractional interest in all rights and preferences of the Preferred Stock represented by the depositary share.
We may at our option redeem the Preferred Stock at any time on or after January 28, 2025, in whole or in part, at a redemption price equal to $25,000 per share (equivalent to $1,000 per
depositary share), plus any accrued and unpaid dividends for the then-current dividend period to, but excluding, the redemption date, without accumulation of any undeclared dividends. We also
may redeem the Preferred Stock upon the occurrence of certain events involving capital treatment as described in this prospectus supplement. Redeeming the Preferred Stock will cause the
corresponding depositary shares to be redeemed.
Holders of the Preferred Stock will be entitled to receive, only when, as, and if declared by our board of directors or a duly authorized committee of our board, and to the extent we have funds
legally available for the payment of dividends, cash dividends (1) at a fixed rate equal to 4.300% per annum (equivalent to $43.00 per depositary share per annum), payable semi-annually, for each
dividend period from, and including, January 24, 2020 (the "original issue date") to, but excluding, January 28, 2025, and (2) at a floating rate initially equal to three-month U.S. dollar LIBOR (as
defined in this prospectus supplement), plus a spread of 2.664% per annum, payable quarterly, for each dividend period from, and including, January 28, 2025.
It is highly likely that a Benchmark Transition Event and related Benchmark Replacement Date (as each term is defined in this prospectus supplement) will occur with respect to three-month U.S.
dollar LIBOR after 2021, prior to the commencement of the Floating Rate Period (as defined in this prospectus supplement). If a Benchmark Transition Event and related Benchmark Replacement
Date so occur, then dividends on the Preferred Stock during the Floating Rate Period will be determined not by reference to three-month U.S. dollar LIBOR but instead by reference to a
Benchmark Replacement (as defined in this prospectus supplement). See "Description of the Preferred Stock--Dividends--Effect of a Benchmark Transition Event and Related Benchmark
Replacement Date" and "Risk Factors--Risks Relating to LIBOR and a Benchmark Transition Event" and "--Risks Relating to the Secured Overnight Financing Rate" in this prospectus
supplement for more information.
When, as, and if declared by our board of directors or a duly authorized committee of our board, we will make the semi-annual dividend payments, in arrears, on January 28 and July 28 of each
year beginning on July 28, 2020, and the quarterly dividend payments, in arrears, on January 28, April 28, July 28, and October 28 of each year beginning on April 28, 2025. Dividends on the
Preferred Stock will not be cumulative.
We do not intend to apply to list the depositary shares or the Preferred Stock on any securities exchange.
Investing in the depositary shares involves risks, including the risks that actions by regulators and the terms of certain of our debt securities may prevent us from paying dividends on
the Preferred Stock under certain circumstances. See "Risk Factors" beginning on page S-9.

The depositary shares are unsecured and are not savings accounts, deposits, or other obligations of a bank. The depositary shares are not guaranteed by Bank of America, N.A. or any other bank
and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

Per Depositary Share
Total

Public offering price(1)

$
1,000.00
$1,100,000,000
Underwriting commissions

$
10.00
$
11,000,000
Proceeds to Bank of America Corporation (before expenses)(1)

$
990.00
$1,089,000,000
(1) The public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original issuance, expected to
be January 24, 2020.
The underwriters expect to deliver the depositary shares in book-entry only form through the facilities of The Depository Trust Company on or about January 24, 2020.

Sole Book-Runner
BofA Securities

ABN AMRO

Banca IMI

BBVA

BMO Capital Markets
BNY Mellon Capital
Capital One
CIBC Capital
Commonwealth Bank of Australia
Markets, LLC

Securities

Markets

Danske Markets

Huntington Capital Markets

ING

KeyBanc Capital Markets
Lloyds Securities

Mizuho Securities

MUFG

nabSecurities, LLC
NatWest Markets

Nomura

Nordea

Santander
Scotiabank

SMBC Nikko

Standard Chartered Bank

SunTrust Robinson Humphrey

UniCredit Capital Markets

Academy Securities

American Veterans Group

Apto Partners, LLC

R. Seelaus & Co., LLC

Prospectus Supplement to Prospectus dated June 29, 2018
January 21, 2020
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Table of Contents
TABLE OF CONTENTS

Page

Page
Prospectus Supplement

Redemption for Tax Reasons

55
About this Prospectus Supplement
S-3
Defeasance and Covenant Defeasance

55
Summary
S-5
Satisfaction and Discharge of the Indenture

56
Risk Factors
S-9
Notices

56
Risks Relating to the Preferred Stock and the Related
Concerning the Trustees

56
Depositary Shares
S-9
Governing Law

57
Risks Relating to LIBOR and a Benchmark Transition
Description of Warrants

58
Event
S-14
General

58
Risks Relating to the Secured Overnight Financing Rate S-18
Description of Securities Warrants

58
Use of Proceeds
S-21
Description of Index Warrants

59
Description of the Preferred Stock
S-22
Description of Currency Warrants

59
General
S-22
Modification

60
Dividends
S-23
Enforceability of Rights of Warrantholders, No Trust
Liquidation Rights
S-32
Indenture Act Protection

60
Optional Redemption
S-33
Description of Purchase Contracts

61
Voting Rights
S-34
General

61
Preemptive and Conversion Rights
S-35
Purchase Contract Property

61
Outstanding Preferred Stock
S-35
Information in Supplement

61
Authorized Classes of Preferred Stock
S-37
Prepaid Purchase Contracts; Applicability of Indenture

62
Additional Classes or Series of Stock
S-43
Non-Prepaid Purchase Contracts; No Trust Indenture Act
Depository, Transfer Agent, and Registrar
S-43
Protection

63
Calculation Agent
S-43
Pledge by Holders to Secure Performance

63
Description of the Depositary Shares
S-44
Settlement of Purchase Contracts that Are Part of Units

63
General
S-44
Failure of Holder to Perform Obligations

64
Dividends and Other Distributions
S-44
Description of Units

65
Redemption of Depositary Shares
S-45
General

65
Voting the Preferred Stock
S-45
Unit Agreements: Prepaid, Non-Prepaid, and Other

65
Form and Notices
S-45
Modification

66
Registration and Settlement
S-46
Enforceability of Rights of Unitholders; No Trust
Book-Entry System
S-46
Indenture Act Protection

66
Same Day Settlement
S-46
Description of Preferred Stock

67
Payment of Dividends
S-46
General

67
Notices
S-47
Dividends

68
U.S. Federal Income Tax Considerations
S-48
Voting

68
ERISA Considerations
S-49
Liquidation Preference

68
Underwriting (Conflicts of Interest)
S-50
Preemptive Rights

69
Selling Restrictions
S-52
Existing Preferred Stock

69
Legal Matters
S-60
Additional Classes or Series of Stock

106
Description of Depositary Shares

107

Page
General

107
Prospectus

Terms of the Depositary Shares

107
About this Prospectus

3
Withdrawal of Preferred Stock

107
Prospectus Summary

4
Dividends and Other Distributions

108
Risk Factors

9
Redemption of Depositary Shares

108
Risks Relating to Regulation Resolution Strategies and
Voting the Deposited Preferred Stock

108
Long-Term Debt Requirements

9
Amendment and Termination of the Deposit Agreement

109
Risks Relating to Debt Securities

10
Charges of Depository

109
Risks Related to Our Common Stock and Preferred Stock
13
Miscellaneous

109
Risks Relating to Certain Floating Rate Securities

15
Resignation and Removal of Depository

109
Other Risks

15
Description of Common Stock

110
Currency Risks

16
General

110
Bank of America Corporation

20
Voting and Other Rights

110
Use of Proceeds

20
Dividends

110
Description of Debt Securities

21
Certain Anti-Takeover Matters

111
General

21
Registration and Settlement

112
Financial Consequences to Unsecured Debtholders of
Book-Entry Only Issuance

112
Single Point Of Entry Resolution Strategy

21
Definitive Securities

112
The Indentures

22
Street Name Owners

113
Form and Denomination of Debt Securities

23
Legal Holders

113
Different Series of Debt Securities

24
Special Considerations for Indirect Owners

113
Fixed-Rate Notes

26
Depositories for Global Securities

114
Floating-Rate Notes

26
Special Considerations for Global Securities

119
Fixed/Floating-Rate Notes

36
U.S. Federal Income Tax Considerations

122
Original Issue Discount Notes

36
Taxation of Debt Securities

123
Payment of Principal, Interest, and Other Amounts
Taxation of Common Stock, Preferred Stock, and
Payable

36
Depositary Shares

138
No Sinking Fund

40
Taxation of Warrants

143
Redemption

40
Taxation of Purchase Contracts

143
Repayment

45
Taxation of Units

143
Repurchase

45
Reportable Transactions

143
Conversion

45
Foreign Account Tax Compliance Act

144
Exchange, Registration, and Transfer

45
Plan of Distribution (Conflicts of Interest)

145
Subordination

46
Distribution Through Underwriters

145
Sale or Issuance of Capital Stock of Banks

47
Distribution Through Dealers

146
Limitation on Mergers and Sales of Assets

48
Distribution Through Agents

146
Waiver of Covenants

48
Direct Sales

146
Modification of the Indentures

48
General Information

146
Meetings and Action by Securityholders

49
Market-Making Transactions by Affiliates

147
Events of Default and Rights of Acceleration; Covenant
Conflicts of Interest

147
Breaches

49
ERISA Considerations

149
Collection of Indebtedness and Suits for Enforcement by
Where You Can Find More Information

152
Trustee

50
Forward-Looking Statements

153
Limitation on Suits

51
Legal Matters

154
Payment of Additional Amounts

51
Experts

154

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement describes the specific terms of the Preferred Stock and the related depositary shares, and supplements the description of
our preferred stock and depositary shares included in the attached prospectus. We have not authorized anyone to provide you with any information other
than that contained or incorporated by reference in this prospectus supplement or the attached prospectus. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. If information in this prospectus supplement is inconsistent with the
attached prospectus, the information in this prospectus supplement supersedes the information in the attached prospectus. You should not assume that the
information contained or incorporated by reference in this prospectus supplement or the attached prospectus is accurate as of any date other than its
respective date.
This prospectus supplement and the attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy the depositary shares in
any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the attached prospectus and the offering of
the depositary shares in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the attached prospectus, you
should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus supplement and the
attached prospectus must inform themselves about and observe any restrictions relating to the offering of the depositary shares and the distribution of this
prospectus supplement and the attached prospectus outside of the United States. See "Underwriting (Conflicts of Interest)--Selling Restrictions."
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of depositary shares in any Member
State of the European Economic Area (the "EEA") which has implemented Regulation (EU) No. 2017/1129 (the "Prospectus Regulation") (each, a
"Relevant Member State") will be made under an exemption under the Prospectus Regulation, from the requirement to publish a prospectus for offers of
the depositary shares. Accordingly, any person making or intending to make an offer in that Relevant Member State of any depositary shares which are
contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any
of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation, in each case, in relation to such offer. Neither we nor the underwriters have authorized, and neither we nor they authorize, the
making of any offer of the depositary shares in circumstances in which an obligation arises for us or any underwriter to publish or supplement a prospectus
for the purposes of the Prospectus Regulation in relation to such offer. Neither this prospectus supplement nor the accompanying prospectus constitutes an
approved prospectus for the purposes of the Prospective Regulation.
IMPORTANT--EEA RETAIL INVESTORS--The depositary shares are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the depositary shares or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the depositary shares or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.

S-3
Table of Contents
Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). The depositary shares are prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as
defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Unless otherwise indicated or the context requires otherwise, all references in this prospectus supplement to "Bank of America," "the Corporation,"
"we," "us," and "our" are to Bank of America Corporation excluding its consolidated subsidiaries. Capitalized terms used, but not defined, in this
prospectus supplement are defined in the attached prospectus.

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SUMMARY
The following information about the depositary shares and the Preferred Stock summarizes, and should be read in conjunction with, the
information contained in this prospectus supplement and in the attached prospectus.
Securities Offered
We are offering depositary shares representing interests in our Preferred Stock, with each share of Preferred Stock having a liquidation
preference of $25,000 per share (equivalent to $1,000 per depositary share). Each depositary share represents a 1/25th interest in a share of the
Preferred Stock. Each depositary share entitles the holder to a proportional fractional interest in the Preferred Stock represented by that depositary
share, including dividend, voting, redemption, and liquidation rights.
We may elect from time to time to issue additional depositary shares representing interests in the Preferred Stock, without notice to, or consent
from, the existing holders of the depositary shares, and all those additional depositary shares would be deemed to form a single series with the
depositary shares representing interests in the Preferred Stock, described by this prospectus supplement and the attached prospectus.
Dividends
It is highly likely that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-month U.S.
dollar LIBOR after 2021, prior to the commencement of the Floating Rate Period. If a Benchmark Transition Event and related Benchmark
Replacement Date so occur, then dividends on the Preferred Stock during the Floating Rate Period will be determined not by reference to three-
month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement, and, in connection with the implementation of the applicable
Benchmark Replacement, we or our designee (which may be our affiliate), after consulting with us, will have the right from time to time to make
Benchmark Replacement Conforming Changes as set forth in this prospectus supplement under the heading "Description of the Preferred Stock--
Dividends--Effect of a Benchmark Transition Event and Related Benchmark Replacement Date."
Dividend Rate. We will pay cash dividends on the Preferred Stock only when, as, and if declared by our board of directors or a duly authorized
committee of our board, and, to the extent that we have funds legally available for the payment of such dividends, from, and including, the original
issue date to, but excluding, January 28, 2025, at a fixed rate of 4.300% per annum (equivalent to $43.00 per depositary share per annum), payable
semi-annually, in arrears (the "Fixed Rate Period"). Thereafter, we will pay cash dividends on the Preferred Stock only when, as, and if declared by
our board of directors or a duly authorized committee of our board and, to the extent that we have funds legally available for the payment of such
dividends, at a floating rate equal to three-month U.S. dollar LIBOR, plus a spread of 2.664% per annum, payable quarterly, in arrears beginning
January 28, 2025 (the "Floating Rate Period"). Each such rate during the Fixed Rate Period or Floating Rate Period is a "dividend rate."
Dividend Payment Dates. Cash dividends on the Preferred Stock will be payable when, as, and if declared by our board of directors or a duly
authorized committee of our board, and to the extent that we have funds legally available for the payment of such dividends, semi-annually, in arrears,
during the Fixed Rate Period on January 28 and July 28 of each year, beginning on July 28, 2020 to January 28, 2025, and, thereafter, quarterly, in
arrears, during the Floating Rate Period on

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January 28, April 28, July 28, and October 28 of each year, beginning on April 28, 2025. Dividend payment dates are subject to adjustment for
non-business days as described below under "Description of the Preferred Stock--Dividends--Dividend Payment Dates."
Non-Cumulative Dividends. Dividends on the Preferred Stock will not be cumulative. Accordingly, if for any reason our board of directors or a
duly authorized committee of our board does not declare a dividend on the Preferred Stock for a dividend period (as defined herein) prior to the
related dividend payment date, that dividend will not cumulate and will cease to accrue, and we will have no obligation to pay a dividend for that
dividend period on the applicable dividend payment date or at any time in the future, whether or not our board of directors or a duly authorized
committee of our board declares a dividend on the Preferred Stock or any other series of our preferred stock or common stock for any future dividend
period. A "dividend period" is the period from, and including, a dividend payment date to, but excluding, the next dividend payment date, except that
the initial dividend period will begin on and include January 24, 2020, the original issue date of the depositary shares and the Preferred Stock.
In addition, regulatory policies and requirements could restrict our ability to pay dividends on our equity securities, including the Preferred
Stock. Further, our ability to pay dividends on our equity securities, including the Preferred Stock, depends upon our receipt of funds from our
subsidiaries, and applicable laws and regulations, and actions we have taken pursuant to our resolution plan, could restrict the ability of our
subsidiaries to transfer funds to us. See "Risk Factors."
Priority of Dividends. So long as any share of Preferred Stock remains outstanding, (1) no dividend will be declared and paid or set aside for
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payment and no distribution will be declared and made or set aside for payment on any junior stock (as defined below under "Description of the
Preferred Stock--Dividends--Priority of Dividends") (other than a dividend payable solely in shares of junior stock), (2) no shares of junior stock
will be repurchased, redeemed, or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of junior
stock for or into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and other than
through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock) nor will any monies be paid to or made
available for a sinking fund for the redemption of any such securities by us, and (3) no shares of parity stock (as defined below under "Description of
the Preferred Stock--Dividends--Priority of Dividends") will be repurchased, redeemed, or otherwise acquired for consideration by us otherwise than
pursuant to pro rata offers to purchase all, or a pro rata portion, of the Preferred Stock and such parity stock, except by conversion into or exchange
for shares of junior stock, during a dividend period, unless, in each case, the full dividends for the immediately preceding dividend period on all
outstanding shares of the Preferred Stock have been paid in full or declared and a sum sufficient for the payment of those dividends has been set aside.
The foregoing limitations do not apply to purchases or acquisitions of our junior stock pursuant to any employee or director incentive or benefit plan
or arrangement (including any of our employment, severance, or consulting agreements) of ours or of any of our subsidiaries.
Except as provided below, for so long as any share of Preferred Stock remains outstanding, we will not declare and pay, or set aside for
payment, dividends on any parity stock, unless we have paid in full, or set aside payment in full, all dividends for the immediately preceding dividend
period for outstanding shares of Preferred Stock. To the extent that we declare dividends on the Preferred Stock and on any parity stock but cannot
make full payment of those declared dividends, we will allocate the dividend payments on a pro rata basis among the holders of shares of Preferred
Stock and the holders of any parity stock. For purposes of calculating the pro rata allocation of partial dividend payments, we will allocate dividend
payments based on the ratio between the

S-6
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dividend payments due on shares of Preferred Stock and the aggregate of the current and accrued dividends due on any parity stock.
Subject to the conditions described above, and not otherwise, dividends (payable in cash, stock, or otherwise), as may be determined by the
board of directors or a duly authorized committee of our board, may be declared and paid on our common stock and any other securities junior to the
Preferred Stock from time to time out of any funds legally available for such payment, and the holders of the Preferred Stock shall not be entitled to
participate in those dividends.
See "Description of the Preferred Stock--Dividends" beginning on page S-23 for more information about the payment of dividends.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem the Preferred Stock, in whole or in part, at any time on or after
January 28, 2025, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid dividends
for the then-current dividend period to, but excluding, the redemption date, without accumulation of any undeclared dividends. In addition, at any
time within 90 days after a "capital treatment event," as defined herein, we may provide notice to holders of the Preferred Stock that we will redeem
the Preferred Stock and subsequently redeem, out of funds legally available therefor, the Preferred Stock, in whole but not in part, at a redemption
price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid dividends for the then-current dividend
period to, but excluding, the redemption date, without accumulation of any undeclared dividends. Redemption of the Preferred Stock is subject to our
receipt of any required prior approval of the Board of Governors of the Federal Reserve System, or the "Federal Reserve," or other appropriate federal
banking agency. Our redemption of the Preferred Stock will cause the redemption of the corresponding depositary shares. Neither the holders of the
Preferred Stock nor the holders of the related depositary shares will have the right to require redemption.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, dissolution, or winding up, the holders of the Preferred Stock are entitled to receive out
of our assets available for distribution to stockholders, before any distribution of assets is made to holders of our common stock or any of our other
stock ranking junior to the Preferred Stock as to such distribution, a liquidating distribution of $25,000 per share (equivalent to $1,000 per depositary
share), plus any declared and unpaid dividends, without accumulation of undeclared dividends. Distributions will be made only to the extent of our
assets remaining available after payment of indebtedness and satisfaction of all other liabilities to creditors and subject to the rights of holders of any
securities ranking senior to the Preferred Stock and pro rata as to the Preferred Stock and any other shares of our stock ranking equally as to such
distribution.
Voting Rights
Neither the holders of the Preferred Stock nor the holders of the depositary shares have voting rights, except as specifically required by Delaware
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law and except as provided below under "Description of the Preferred Stock--Voting Rights" and "Description of the Depositary Shares--Voting the
Preferred Stock" in this prospectus supplement.

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Table of Contents
Ranking
The Preferred Stock will rank, as to payment of dividends and distribution of assets upon our liquidation, dissolution, or winding up, equally
with our outstanding series of preferred stock described in this prospectus supplement under "Description of the Preferred Stock--General," and
senior to our common stock. The Preferred Stock will be junior to our existing and future indebtedness.
Preemptive and Conversion Rights
Neither the holders of the Preferred Stock nor the holders of the depositary shares have any preemptive or conversion rights.
Use of Proceeds
We intend to use the net proceeds from the sale of the depositary shares representing interests in the Preferred Stock for general corporate
purposes, including, but not limited to, the repurchase or redemption of outstanding preferred securities. "See "Use of Proceeds."
Depository, Transfer Agent, and Registrar
Computershare Trust Company, N.A. will serve as depository, transfer agent, and registrar for the Preferred Stock and transfer agent and
registrar for the depositary shares.
Calculation Agent
For purposes of calculating the dividend rate during the Floating Rate Period, we will enter into an agreement with The Bank of New York
Mellon Trust Company, N.A. to act as calculation agent. We may remove the calculation agent at any time, and we may appoint a replacement
calculation agent, which may be an affiliate of ours, without your consent and without notifying you of the change.
Conflicts of Interest
BofA Securities, Inc., the sole book-runner for this offering, is our affiliate. As such, BofA Securities, Inc. has a "conflict of interest" in this
offering within the meaning of Financial Industry Regulatory Authority ("FINRA") Rule 5121. Consequently, this offering is being conducted in
compliance with the provisions of FINRA Rule 5121. BofA Securities, Inc. is not permitted to sell depositary shares in this offering to an account
over which it exercises discretionary authority without the prior specific written approval of the account holder. For more information, see
"Underwriting (Conflicts of Interest)."
Risk Factors
See "Risk Factors" beginning on page S-9 in this prospectus supplement for a discussion of the risks you should consider carefully before
deciding to invest in the depositary shares.

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Table of Contents
RISK FACTORS
Your investment in the depositary shares involves risks. This prospectus supplement does not describe all of those risks.
In consultation with your own financial and legal advisors, you should consider carefully the following risks as well as the risks related to our
preferred stock set forth in the attached prospectus beginning on page 9 before deciding whether an investment in the depositary shares is suitable for you.
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The depositary shares are not an appropriate investment for you if you are not knowledgeable about significant features of the depositary shares, the
Preferred Stock, or financial matters in general. You should not purchase depositary shares unless you understand and know that you can bear these
investment risks.
You should review carefully the information in this prospectus supplement and the attached prospectus about the Preferred Stock, depositary shares,
and other securities. For more information regarding risks that may materially affect our business and results, please refer to the information under the
caption "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference herein.
Risks Relating to the Preferred Stock and the Related Depositary Shares
Our ability to pay dividends on our equity securities, including the Preferred Stock, may be limited by regulatory policies and requirements.
We are subject to various regulatory policies and requirements relating to capital actions, including payment of dividends. For example, regulations
of the Federal Reserve require us to submit a capital plan as part of an annual Comprehensive Capital Analysis and Review ("CCAR") in order to assess
our capital planning process, including any planned capital actions, such as payment of dividends. We may be prohibited from taking capital actions, such
as paying or increasing dividends on our common stock or preferred stock, if the Federal Reserve objects to our CCAR capital plan. Our ability to pay
dividends is also affected by the various minimum capital requirements, capital ratios and buffers established by the Federal Reserve. Adverse business and
economic conditions may reduce our capital ratios below requirements. Additionally, the applicable federal regulatory authority is authorized to determine,
under certain circumstances relating to the financial condition of a bank or a bank holding company, like Bank of America, that the payment of dividends
by such entity would be an unsafe or unsound practice and to prohibit payment of those dividends.
Our ability to pay dividends on our equity securities, including the Preferred Stock, depends upon our receipt of funds from our
subsidiaries, and applicable laws and regulations, and actions we have taken pursuant to our resolution plan (as described below), could restrict
the ability of our subsidiaries to transfer funds to us.
We are a holding company and conduct substantially all of our operations through our subsidiaries. We depend on dividends and other distributions,
loans, advances and other payments from our subsidiaries to fund dividend payments on our equity securities, including the Preferred Stock, and to fund
payments on our obligations. Many of our subsidiaries, including our bank and broker-dealer subsidiaries, are subject to laws that restrict dividend
payments or authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to us or to our other subsidiaries. In addition, our bank
and broker-dealer subsidiaries are subject to restrictions on their ability to lend or transact with affiliates and to minimum regulatory capital and liquidity
requirements. Lower earnings in our subsidiaries can reduce the amount of funds available to us.

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Adverse business and economic conditions could affect our businesses and results of operations, including changes in interest and currency exchange rates,
illiquidity or volatility in areas where we have concentrated credit risk, and a failure in or a breach of our operational or security systems or infrastructure.
Intercompany arrangements we have entered into in connection with our resolution planning could restrict the amount of funding available to us from our
subsidiaries under certain adverse conditions, as described below under "--A resolution under our single point of entry resolution strategy could materially
adversely affect our liquidity and financial condition and our ability to pay our obligations and dividends on the Preferred Stock." These restrictions could
prevent those subsidiaries from paying dividends or making other distributions to us or otherwise providing funds to us that we need in order to pay
dividends or make payments on our securities, including payment of dividends on the Preferred Stock. Also, our right to participate in any distribution of
assets of any of our subsidiaries upon such subsidiary's liquidation or otherwise will be subject to the prior claims of creditors of that subsidiary, except to
the extent that any of our claims as a creditor of such subsidiary may be recognized.
A resolution under our single point of entry resolution strategy could materially adversely affect our liquidity and financial condition and
our ability to pay our obligations and dividends on the Preferred Stock.
We are required periodically to submit a plan to the Federal Deposit Insurance Corporation ("FDIC") and the Federal Reserve describing our
resolution strategy under the U.S. Bankruptcy Code in the event of material financial distress or failure. In our current plan, our preferred resolution
strategy is a single point of entry strategy. This strategy provides that only Bank of America (the parent holding company) files for resolution under the
U.S. Bankruptcy Code and contemplates providing certain key operating subsidiaries with sufficient capital and liquidity to operate through severe stress
and to enable such subsidiaries to continue operating or be wound down in a solvent manner following a Bank of America bankruptcy. We have entered
into intercompany arrangements governing the contribution of most of our capital and liquidity to these key subsidiaries. As part of these arrangements, we
have transferred most of our assets (and have agreed to transfer additional assets) to a wholly-owned holding company subsidiary in exchange for a
subordinated note. Certain of our remaining assets secure our ongoing obligations under these intercompany arrangements. The wholly-owned holding
company subsidiary also has provided us with a committed line of credit that, in addition to our cash, dividends and interest payments, including interest
payments we receive in respect of the subordinated note, may be used to fund our obligations. These intercompany arrangements include provisions to
terminate the line of credit and forgive the subordinated note and require us to contribute our remaining financial assets to the wholly-owned holding
company subsidiary if our projected liquidity resources deteriorate so severely that our resolution becomes imminent, which could materially and adversely
affect our liquidity and ability to pay our obligations and dividends on the Preferred Stock. In addition, our preferred resolution strategy could result in
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holders of the Preferred Stock and the depositary shares being in a worse position and suffering greater losses than would have been the case under a
bankruptcy proceeding or other resolution scenarios or plans.
If we enter a resolution proceeding, holders of our unsecured debt and our equity securities, including the Preferred Stock, would be at risk
of absorbing our losses.
Under the rules of the Federal Reserve relating to total loss-absorbing capacity (the "TLAC Rules"), we are required to maintain minimum amounts
of unsecured external long-term debt satisfying certain eligibility criteria and other loss-absorbing capacity for the purpose of absorbing our losses in a
resolution proceeding under either the U.S. Bankruptcy Code or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the
"Financial Reform Act"). If we enter a resolution proceeding under either the U.S. Bankruptcy Code or Title II of the Financial

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Reform Act, our losses would be imposed first on holders of our equity securities, including the Preferred Stock, and thereafter on our unsecured debt, and
such equity securities and unsecured debt could be significantly reduced or eliminated.
Cash dividends on the Preferred Stock are discretionary and non-cumulative and subject to certain limitations.
Unlike indebtedness, where principal and interest customarily are payable on specific due dates, cash dividends on the Preferred Stock are payable
only when, as and if declared by our board of directors or a duly authorized committee of our board of directors. Consequently, if our board of directors or a
duly authorized committee of our board does not authorize and declare a dividend for any dividend period prior to the related dividend payment date,
holders of the Preferred Stock would not be entitled to receive a dividend for that dividend period, and the unpaid dividend will cease to accrue and be
payable. We will have no obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our board of directors
or a duly authorized committee of the board has not declared a dividend before the related dividend payment date, whether or not dividends on the Preferred
Stock or any other series of our preferred stock or our common stock are declared for any future dividend period. In addition, in the case of our Preferred
Stock, as a Delaware corporation, we are restricted to making dividend payments and redemption payments on our Preferred Stock out of legally available
funds. Further, under the Federal Reserve's risk-based capital rules related to additional Tier 1 capital instruments, dividends on the Preferred Stock may
only be paid out of our net income, retained earnings or surplus related to other additional Tier 1 capital instruments.
If we are deferring payments on our outstanding junior subordinated notes or are in default under the indentures governing those securities,
we will be prohibited from making distributions on our equity securities, including the Preferred Stock, or redeeming such equity securities.
The terms of our currently outstanding junior subordinated notes prohibit us from declaring or paying any dividends or distributions on our equity
securities, including the Preferred Stock, or redeeming, purchasing, acquiring, or making a liquidation payment on such equity securities, if we are aware of
any event that would be an event of default under the indenture governing those junior subordinated notes or at any time when we have deferred a payment
of interest on those junior subordinated notes.
The Preferred Stock ranks equally with our parity stock as to the payment of dividends and distribution of our assets upon liquidation and
may be junior in rights and preferences to our future preferred stock.
The Preferred Stock will rank equally with our parity stock as to the payment of dividends and the distribution of assets on our liquidation,
dissolution or winding up. In addition, to the extent that we declare dividends on the Preferred Stock and on any parity stock but cannot make full payment
of such declared dividends, we will allocate dividend payments on a pro rata basis among the holders of the shares of Preferred Stock and the holders of
shares of any parity stock then outstanding. If we are not paying full dividends on any outstanding parity stock, we will not be able to pay full dividends on
the Preferred Stock.
Further, we are not restricted from issuing additional Preferred Stock. Holders of the Preferred Stock or depositary shares have no preemptive rights
that entitle holders to purchase their pro rata share of any offering of shares of any class or series.

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The Preferred Stock may be junior to preferred stock we issue in the future, which by its terms is expressly senior to the Preferred Stock. The terms
of any of our future preferred stock expressly senior to the Preferred Stock may restrict dividend payments on the Preferred Stock. Unless full dividends for
all of our outstanding preferred stock senior to the Preferred Stock have been declared and paid or set aside for payment, no dividends will be declared or
paid and no distribution will be made on any shares of the Preferred Stock, and no shares of the Preferred Stock may be repurchased, redeemed, or
otherwise acquired by us, directly or indirectly, for consideration. This could result in dividends on the Preferred Stock not being paid when due to you.
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The Preferred Stock is equity and is subordinate to our existing and future indebtedness.
Shares of the Preferred Stock are equity interests in us and do not constitute indebtedness. This means that shares of the Preferred Stock and
depositary shares, which represent interests in shares of the Preferred Stock, will rank junior to all of our indebtedness and to other non-equity claims
against us and our assets available to satisfy claims against us, including claims in our liquidation. Our existing and future indebtedness may restrict
payment of dividends on the Preferred Stock. In addition, holders of the Preferred Stock or depositary shares representing interests in shares of the
Preferred Stock may be fully subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation,
or similar proceeding.
An active trading market for the Preferred Stock and the related depositary shares does not exist and may not develop.
The Preferred Stock and the related depositary shares are new issues of securities with no established trading market. We do not intend to list the
Preferred Stock or the depositary shares on any securities exchange. We cannot predict how the depositary shares will trade in the secondary market or
whether that market will be liquid or illiquid. The number of potential buyers of the depositary shares in any secondary market may be limited. Although
the underwriters may purchase and sell their depositary shares in the secondary market from time to time, the underwriters will not be obligated to do so
and may discontinue making a market for the depositary shares at any time without giving us notice. We cannot assure you that a secondary market for the
depositary shares will develop, or that if one develops, it will be maintained. If an active, liquid market does not develop for the depositary shares, the
market price and liquidity of the depositary shares may adversely be affected.
Investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or on any particular date after it becomes
redeemable.
The Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption date and is not redeemable at the
option of investors, including the holders of the depositary shares offered by this prospectus supplement. The Preferred Stock may be redeemed by us at
our option, either in whole or in part, at any time on or after January 28, 2025 or, in whole prior to that date, under certain circumstances after the
occurrence of a capital treatment event. Any decision we may make at any time to redeem the Preferred Stock will depend upon, among other things, our
evaluation of our capital position, the composition of our shareholders' equity, and general market conditions at that time.
Our right to redeem the Preferred Stock is subject to limitations. Under the Federal Reserve's current risk-based capital rules applicable to bank
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Preferred Stock is subject to prior approval of the Federal Reserve. We cannot assure you that the Federal Reserve will approve any redemption of the
Preferred Stock. There also can be no assurance that, if we propose to redeem the Preferred Stock without issuing securities that qualify as common equity
Tier 1 capital or additional Tier 1 capital instruments, the Federal Reserve will authorize the redemption. In such case, under such current guidelines, we
must demonstrate that we will continue to hold capital commensurate with our risk to the satisfaction of the Federal Reserve. We currently understand that
the factors that the Federal Reserve will consider in evaluating a requested redemption, or a request that we be permitted to redeem the Preferred Stock
without replacing it with common equity Tier 1 capital or additional Tier 1 capital instruments, may include an evaluation of the overall level and quality
of our then applicable capital components, considered in light of our then applicable risk exposures, earnings and growth strategy, and other supervisory
considerations, although the Federal Reserve may change these factors at any time. The factors may also include, among other things, the capital plans and
stress tests submitted by the bank holding company, the bank holding company's ability to meet and exceed minimum regulatory capital ratios under
stressed scenarios, its expected sources and uses of capital over the planning horizon (generally a period of two years) under baseline and stressed
scenarios, and any potential impact of changes to its business plan and activities on its capital adequacy and liquidity, although the Federal Reserve may
change these factors at any time.
If the Preferred Stock is redeemed, the corresponding redemption of the depositary shares would be a taxable event to you. In addition, you might not
be able to reinvest the money you receive upon redemption of the depositary shares in a similar security.
We may be able to redeem the Preferred Stock prior to January 28, 2025.
By its terms, the Preferred Stock may be redeemed by us prior to January 28, 2025 upon the occurrence of certain events involving the capital
treatment of the Preferred Stock. In particular, upon our good faith determination that an event has occurred that would constitute a "capital treatment
event," we may, at our option, redeem in whole, but not in part, the shares of Preferred Stock, subject to any required prior approval of the Federal Reserve
or other appropriate federal banking agency. See "Description of the Preferred Stock--Optional Redemption."
Although the terms of the Preferred Stock have been established to satisfy the criteria for "additional Tier 1 capital" instruments consistent with Basel
3 as set forth in the joint final rulemaking by the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency, it is possible that the
Preferred Stock may not satisfy the criteria set forth in future rulemaking or interpretations. As a result, a "capital treatment event" could occur whereby we
would have the right, subject to any required prior approval of the Federal Reserve or other appropriate federal banking agency, to redeem the Preferred
Stock in accordance with its terms prior to January 28, 2025 at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share),
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plus any accrued and unpaid cash dividends for the then-current dividend period to, but excluding, the redemption date, without accumulation of any
undeclared cash dividends.
Holders of the Preferred Stock will have limited voting rights.
Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of voting stockholders. Holders of the
Preferred Stock will have voting rights only as specifically required by Delaware law and as described below under "Description of the Preferred Stock--
Voting Rights." Holders of depositary shares must act through the depository to exercise any voting rights of the Preferred Stock.

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Holders of depositary shares may be unable to use the dividends received deduction and may not be eligible for the preferential tax rates
applicable to "qualified dividend income."
Distributions paid to corporate U.S. holders of the depositary shares out of cash dividends on the Preferred Stock may be eligible for the dividends
received deduction, and distributions paid to non-corporate U.S. holders of the depositary shares out of those dividends may be subject to tax at the
preferential tax rates applicable to "qualified dividend income," if we have current or accumulated earnings and profits, as determined for U.S. federal
income tax purposes. Although we presently have accumulated earnings and profits, we may not have sufficient current or accumulated earnings and
profits during future fiscal years for the distributions on the Preferred Stock to qualify as dividends for U.S. federal income tax purposes. If the
distributions fail to qualify as dividends, U.S. holders would be unable to use the dividends received deduction and may not be eligible for the preferential
tax rates applicable to "qualified dividend income." If any distributions on the Preferred Stock with respect to any fiscal year are not eligible for the
dividends received deduction or preferential tax rates applicable to "qualified dividend income" because of insufficient current or accumulated earnings and
profits, the market value of the depositary shares may decline.
You are making an investment decision about the depositary shares as well as our Preferred Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of our Preferred Stock. Those fractional interests are in the
form of depositary shares. The depository for the Preferred Stock will rely solely on the dividend payments on the Preferred Stock it receives from us to
fund all dividend payments on the depositary shares. You should review carefully the information in this prospectus supplement and the attached prospectus
regarding our depositary shares and the Preferred Stock.
The Preferred Stock does not restrict our ability to incur indebtedness.
The Preferred Stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions, subject
only to the limited voting rights referred to above under "--Holders of the Preferred Stock will have limited voting rights." The Preferred Stock will be
junior to our indebtedness with respect to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up.
Risks Relating to LIBOR and a Benchmark Transition Event
The following discussion of risks should be read together with the benchmark transition provisions under "Description of the Preferred Stock--
Dividends--Effect of a Benchmark Transition Event and Related Benchmark Replacement Date" below, which define and further describe a number of
terms and concepts referred to below.
The dividend rate during the Floating Rate Period will be calculated using a different reference rate if a Benchmark Transition Event and
related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR, and the selection of a Benchmark Replacement
could adversely affect the return on, value of or market for the depositary shares.
The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or compel banks to submit
rates for the calculation of LIBOR to the

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administrator of LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed
after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR.
As a result, after 2021 and prior to the commencement of the Floating Rate Period, it is highly likely that a Benchmark Transition Event and related
Benchmark Replacement Date will occur with respect to three-month U.S. dollar LIBOR. In such case, the dividend rate on the Preferred Stock during the
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