Obbligazione Bank of America 2.592% ( US06051GJB68 ) in USD

Bank of America

88.55 USD ▲

Stati Uniti

US06051GJB68 ( in USD )

2.592% per anno ( pagato 2 volte l'anno)

28/04/2031

Prospetto opuscolo dell'obbligazione Bank of America US06051GJB68 en USD 2.592%, scadenza 28/04/2031

2 000 USD

3 000 000 000 USD

06051GJB6

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

29/04/2025 ( In 10 giorni )

Bank of America è una delle più grandi istituzioni finanziarie globali, operante nel settore bancario, della gestione patrimoniale e dei servizi finanziari.

The Obbligazione issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GJB68, pays a coupon of 2.592% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/04/2031

The Obbligazione issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GJB68, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Bank of America ( United States ) , in USD, with the ISIN code US06051GJB68, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224523
Pricing Supplement No. 149
(To Prospectus dated June 29, 2018, Prospectus
Supplement dated June 29, 2018 and Base
Rates Supplement No. 1 dated April 15, 2020)

April 22, 2020
Medium-Term Notes, Series N
$3,000,000,000 2.592% Fixed/Floating Rate Senior Notes, due April 2031
This pricing supplement describes a series of our senior notes that will be issued under our Medium-Term Note Program, Series N.
The notes mature on April 29, 2031. We will pay interest on the notes (a) from, and including, April 29, 2020 to, but excluding, April 29, 2030, at a fixed rate of 2.592%
per annum, payable semi-annually, and (b) from, and including, April 29, 2030 to, but excluding, the maturity date, at a floating rate per annum equal to compounded
SOFR (determined with respect to each quarterly interest period in accordance with the payment delay convention), plus 2.150%, payable quarterly.
We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the heading "Specific Terms of the Notes--
Optional Redemption."
The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time. We do not intend to list the
notes on any securities exchange.
SOFR is a relatively new rate. The composition and characteristics of SOFR are not the same as those of USD LIBOR, and SOFR is not expected to be a comparable
substitute, successor or replacement for USD LIBOR. See the attached Base Rates Supplement No. 1 dated April 15, 2020 (the "base rates supplement") for
additional information regarding SOFR as well as risks relating to SOFR.
Investing in the notes involves risks. For an explanation of some of these risks, see "Additional Risk Factors" beginning on page RS-4 of the attached
base rates supplement, "Risk Factors" beginning on page S-5 of the attached prospectus supplement and "Risk Factors" beginning on page 9 of the attached
prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of the notes or passed
upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the contrary is a
criminal offense.

Per Note
Total

Public Offering Price

100.000%
$3,000,000,000
Selling Agents' Commission

0.450%
$ 13,500,000

Proceeds (before expenses)

99.550%
$2,986,500,000
We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on April 29, 2020.

Sole Book-Runner
BofA Securities

ABN AMRO

ANZ Securities

Banca IMI
Banco de Sabadell

BBVA

BMO Capital Markets
BNY Mellon Capital Markets, LLC

Capital One Securities

CIBC Capital Markets
Citizens Capital Markets

COMMERZBANK

Commonwealth Bank of Australia
Credit Agricole CIB

Danske Markets

DBS Bank Ltd.
Huntington Capital Markets

ING

KeyBanc Capital Markets
Lloyds Securities

Mizuho Securities

MUFG
nabSecurities, LLC

Natixis

NatWest Markets
Nomura

Nordea

Raiffeisen Bank International
Regions Securities LLC

Santander

Scotiabank
SMBC Nikko

Standard Chartered Bank

SunTrust Robinson Humphrey
TD Securities

UniCredit Capital Markets
Apto Partners, LLC

Drexel Hamilton
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SPECIFIC TERMS OF THE NOTES
The description of certain specific terms of the notes set forth below supplements, and should be read together with, the description of our
Medium-Term Notes, Series N included in the attached prospectus supplement dated June 29, 2018 and the general description of our debt securities
included in "Description of Debt Securities" in the attached prospectus also dated June 29, 2018, as such descriptions are amended and supplemented by
the attached base rates supplement. The base rates supplement, among other things (i) describes certain terms and provisions of floating rate notes,
referred to therein as compounded SOFR notes, including the notes, for which the base rate is compounded SOFR, and (ii) supersedes and replaces, as
specified therein, descriptions of certain terms and provisions in the attached prospectus supplement and prospectus relating to the determination of the
rate of interest and other related terms and provisions that would apply to the notes if not so superseded and replaced. For more information with respect
to the determination of compounded SOFR and the payment delay convention, see "Terms and Provisions Applicable to USD LIBOR Notes, Term
SOFR Notes and Compounded SOFR Notes--Compounded SOFR Notes" in the base rates supplement.
If there is any inconsistency or conflict between the information in this pricing supplement and in the attached base rates supplement, prospectus
supplement or prospectus, the information in this pricing supplement will govern and control. Capitalized or other defined terms used, but not defined,
in this pricing supplement have the same meanings as are given to them in the attached base rates supplement, prospectus supplement or prospectus, as
applicable.

·Title of the Series:
2.592% Fixed/Floating Rate Senior Notes, due April 2031
·Type of Notes:
Compounded SOFR notes
·Aggregate Principal Amount Initially Being Issued:
$3,000,000,000
·Issue Date:
April 29, 2020
·CUSIP No.:
06051GJB6
·ISIN:
US06051GJB68
·Maturity Date:
April 29, 2031
·Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
·Ranking:
Senior
·Fixed Rate Coupon:
2.592% payable semi-annually in arrears from, and including, the Issue
Date to, but excluding, April 29, 2030 (the "Fixed Rate Period").
·Floating Rate Coupon:
Base Rate plus the Spread, payable quarterly in arrears from, and
including, April 29, 2030 to, but excluding, the Maturity Date (the
"Floating Rate Period").
·Base Rate:
Compounded SOFR, which is a compounded average of Daily SOFR
(the Secured Overnight Financing Rate) as determined for each
quarterly Interest Period during the Floating Rate Period in accordance
with the specific formula and other applicable terms and provisions set
forth in the attached base rates supplement.

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For more information on the determination of the Base Rate, see
"Terms and Provisions Applicable to USD LIBOR Notes, Term SOFR
Notes and Compounded SOFR Notes--Compounded SOFR Notes" in
the base rates supplement.
·Spread:
215 basis points
·Compounded SOFR Convention:
Payment delay convention
·Interest Periods:
During the Fixed Rate Period, each semi-annual period from, and
including, an Interest Payment Date (or, in the case of the first Interest
Period, the Issue Date) to, but excluding, the next Interest Payment
Date.

During the Floating Rate Period, each quarterly period from, and
including, an Interest Period Demarcation Date (or, in the case of the
first Interest Period during the Floating Rate Period, April 29, 2030) to,
but excluding, the next Interest Period Demarcation Date (or, in the
case of the final Interest Period, the Maturity Date or, if the notes are
redeemed, the redemption date).
·Interest Period Demarcation Dates during the Floating Rate Period:
The 29th of each January, April, July, and October, commencing
July 29, 2030 and ending on the Maturity Date or, if we elect to redeem
the notes prior to the Maturity Date, ending on the redemption date.
·Interest Payment Dates:
During the Fixed Rate Period, April 29 and October 29 of each year,
beginning October 29, 2020 and ending April 29, 2030.

During the Floating Rate Period, the second Business Day following
each Interest Period Demarcation Date; provided that the Interest
Payment Date with respect to the final Interest Period will be the
Maturity Date or, if the Notes are redeemed, the redemption date.
·Rate Cut-Off Date:
The second U.S. government securities business day prior to the
Maturity Date or redemption date, as applicable.

For purposes of calculating compounded SOFR with respect to the
final Interest Period, Daily SOFR for each U.S. government securities
business day in the period from, and including, the Rate Cut-Off Date
to, but excluding, the Maturity Date or redemption date, as applicable,
shall be Daily SOFR in respect of such Rate Cut-Off Date.
·Day Count Convention:
30/360 during the Fixed Rate Period; Actual/360 during the Floating
Rate Period
·Business Days:
During the Fixed Rate Period, New York/Charlotte; during the Floating
Rate Period, New York/Charlotte and U.S. government securities
business day

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·Business Day Convention:
During the Fixed Rate Period, following unadjusted business day
convention; during the Floating Rate Period, modified following
business day convention (adjusted).
·Optional Redemption:
We will have the option to redeem the notes, in whole at any time or in
part from time to time, on or after October 29, 2020 (or, if additional
notes are issued after April 29, 2020, beginning six months after the
issue date of such additional notes), and prior to April 29, 2030, at the
applicable "make-whole" redemption price for the notes described
below under the heading "--Optional Redemption." We also will have
the option to redeem the notes: (a) in whole, but not in part, on
April 29, 2030, or (b) in whole at any time or in part from time to time,
on or after March 28, 2031 and prior to the Maturity Date, in each case
at 100% of the principal amount of the notes being redeemed. If we
redeem any notes, we also will pay accrued and unpaid interest, if any,
thereon, to, but excluding, the redemption date.
·Record Dates for Interest Payments:
For book-entry only notes, one business day prior to the applicable
Interest Payment Date. If the notes are not held in book-entry only
form, the record dates will be the fifteenth calendar day preceding the
applicable Interest Payment Date as originally scheduled to occur.
·Repayment at Option of Holder:
None
·Listing:
None
·Calculation Agent:
For purposes of calculating the rate of interest on the notes during the
Floating Rate Period, we have entered 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.
·Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the notes initially being issued without
notice to the holders of existing notes by selling additional notes
having the same terms, provided that such additional notes shall be
fungible for U.S. federal income tax purposes. However, any new notes
of this kind may have a different offering price and may begin to bear
interest on a different date.

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Optional Redemption
We may redeem the notes at our option: (i) in whole, but not in part, on the Interest Payment Date on April 29, 2030, and (ii) in whole at any time
or in part from time to time, on or after March 28, 2031 and prior to the Maturity Date for the notes, in each case upon at least 5 business days' but not
more than 60 calendar days' prior written notice to holders of the notes being redeemed, and in each case at a redemption price equal to 100% of the
principal amount of such notes, plus accrued and unpaid interest, if any, thereon, to, but excluding, the applicable redemption date.
In addition, we may redeem the notes, at our option, in whole at any time or in part from time to time, on or after October 29, 2020 (or, if
additional notes are issued after April 29, 2020, then, beginning six months after the issue date of such additional notes), and prior to April 29, 2030,
upon at least 5 business days' but not more than 60 calendar days' prior written notice to the holders of the notes being redeemed, at a "make-whole"
redemption price equal to the greater of:
(i) 100% of the principal amount of the notes being redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values of (a) the principal amount of the notes to be redeemed, as
if paid on April 29, 2030, and (b) the scheduled payments of interest on the notes to be redeemed, that would have been payable from the
redemption date to April 29, 2030, in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the treasury rate plus 30 basis points, minus interest (on the notes to be redeemed) accrued to, but excluding, the
redemption date,
plus, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the notes being redeemed to, but excluding, the
applicable redemption date.
Notwithstanding the foregoing, any interest on the notes being redeemed that is due and payable on an Interest Payment Date falling on or prior to
a redemption date for such notes will be payable on such Interest Payment Date to holders of such notes as of the close of business on the relevant
record date according to the terms of such notes and the 2018 Senior Indenture.
"treasury rate" means, with respect to the applicable redemption date, the rate per annum equal to: (1) the yield, under the heading that represents
the average for the week immediately prior to the applicable calculation date, appearing in the most recently published statistical release appearing on
the website of the Board of Governors of the Federal Reserve System or in another recognized electronic source, in each case, as determined by the
quotation agent in its sole discretion, and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, for the maturity
corresponding to the applicable comparable treasury issue; provided that, if no such maturity is within three months before or after April 29, 2030,
yields for the two published maturities most closely corresponding to the applicable comparable treasury issue will be determined and the applicable
treasury rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such release (or any
successor release) is not published during the week immediately prior to the applicable calculation date or does not contain such yields, the semi-annual
equivalent yield to maturity or interpolated maturity (on a day-count basis) of the applicable comparable treasury issue, calculated using a price for the
applicable comparable treasury issue (expressed as a percentage of its principal amount) equal to the related comparable treasury price for such
redemption date.
The applicable treasury rate will be calculated by the quotation agent on the third business day preceding the applicable redemption date of the
notes being redeemed.
In determining the treasury rate, the below terms will have the following meaning:
"comparable treasury issue" means, with respect to the applicable redemption date for notes being redeemed, the U.S. Treasury security or
securities selected by the quotation agent as having an actual or interpolated (on a day-count basis) maturity comparable to the remaining term of such
notes, as if such notes

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matured on April 29, 2030 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such notes as if such notes matured on April 29, 2030.
"comparable treasury price" means, with respect to any applicable redemption date, (1) the average of the reference treasury dealer quotations
for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, provided that the quotation agent obtains five
reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all
such quotations.
"quotation agent" means BofA Securities, Inc. or its successor, or, if that firm is unwilling or unable to select the comparable treasury issue, an
investment bank of national standing appointed by us.
"reference treasury dealer" means (1) BofA Securities, Inc., or its successor, unless that firm ceases to be a primary U.S. government securities
dealer in New York City (referred to in this pricing supplement as a "primary treasury dealer"), in which case we will substitute another primary treasury
dealer, and (2) four other primary treasury dealers that we may select.
"reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the average, as
determined by the quotation agent, of the bid and asked prices for the applicable comparable treasury issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m., New York City time, on the third business day
preceding such redemption date.
Unless we default on payment of the applicable redemption price, interest will cease to accrue on the notes or portions thereof called for
redemption on the applicable redemption date. If fewer than all of the notes are to be redeemed, for so long as such notes are in book-entry only form,
such notes to be redeemed will be selected in accordance with the applicable procedures of The Depository Trust Company.
Because BofA Securities, Inc. is, and any successor to BofA Securities, Inc. will be, our affiliate, the economic interests of BofA Securities, Inc.
or its successor may be adverse to your interests as a holder of the notes subject to our redemption, including with respect to certain determinations and
judgments it must make as quotation agent in the event that we redeem the notes before their maturity pursuant to the "make-whole" optional
redemption described above.

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SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF
DISTRIBUTION AND CONFLICTS OF INTEREST
On April 22, 2020, we entered into an agreement with the selling agents identified below for the purchase and sale of the notes. We have agreed to
sell to each of the selling agents, and each of the selling agents has agreed to purchase from us, the principal amount of the notes shown opposite its
name in the table below at the public offering price set forth above.

Principal Amount of
Selling Agent

Notes ($)

BofA Securities, Inc.

2,445,000,000
ABN AMRO Securities (USA) LLC

15,000,000
ANZ Securities, Inc.

15,000,000
Banca IMI S.p.A.

15,000,000
Banco de Sabadell, S.A.

15,000,000
BBVA Securities Inc.

15,000,000
BMO Capital Markets Corp.

15,000,000
BNY Mellon Capital Markets, LLC

15,000,000
Capital One Securities, Inc.

15,000,000
CIBC World Markets Corp.

15,000,000
Citizens Capital Markets, Inc.

15,000,000
Commerz Markets LLC

15,000,000
Commonwealth Bank of Australia

15,000,000
Credit Agricole Securities (USA) Inc.

15,000,000
Danske Markets Inc.

15,000,000
DBS Bank Ltd.

15,000,000
Huntington Securities, Inc.

15,000,000
ING Financial Markets LLC

15,000,000
KeyBanc Capital Markets Inc.

15,000,000
Lloyds Securities Inc.

15,000,000
Mizuho Securities USA LLC

15,000,000
MUFG Securities Americas Inc.

15,000,000
nabSecurities, LLC

15,000,000
Natixis Securities Americas LLC

15,000,000
NatWest Markets Securities Inc.

15,000,000
Nomura Securities International, Inc.

15,000,000
Nordea Bank ABP

15,000,000
RB International Markets (USA) LLC

15,000,000
Regions Securities LLC

15,000,000
Santander Investment Securities Inc.

15,000,000
Scotia Capital (USA) Inc.

15,000,000
SMBC Nikko Securities America, Inc.

15,000,000
Standard Chartered Bank

15,000,000
SunTrust Robinson Humphrey, Inc.

15,000,000
TD Securities (USA) LLC

15,000,000
UniCredit Capital Markets LLC

15,000,000
Apto Partners, LLC

15,000,000
Drexel Hamilton, LLC.

15,000,000

Total

3,000,000,000

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The selling agents may sell the notes to certain dealers at the public offering price, less a concession which will not exceed 0.270% of the principal
amount of the notes, and the selling agents and those dealers may resell the notes to other dealers at a reallowance discount which will not exceed
0.180% of the principal amount of the notes.
After the initial offering of the notes, the concessions and reallowance discounts for the notes may change.
We estimate that the total offering expenses for the notes, excluding the selling agents' commissions, will be approximately $806,000.
BofA Securities, Inc. is our wholly-owned subsidiary, and we will receive the net proceeds of the offering. For information regarding BofA
Securities, Inc., please refer to our current report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2019.
We expect that delivery of the notes will be made to investors on or about April 29, 2020, which is the fifth business day following the date of this
pricing supplement (such settlement being referred to as "T+5"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers
who wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes initially settle in T+5,
to specify an alternate settlement cycle at the time of the trade to prevent a failed settlement and should consult their own advisors in connection with
that election.
Some of the selling agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions
for these transactions.
In addition, in the ordinary course of their business activities, the selling agents and their affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and
for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The
selling agents or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk
management policies. Typically, such selling agents and their affiliates would hedge such exposure by entering into transactions which consist of either
the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short
positions could adversely affect future trading prices of the notes offered hereby. The selling agents and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Nordea Bank ABP's ability to engage in U.S. securities dealings is limited under the U.S. Bank Holding Company Act and it may not underwrite,
offer or sell securities that are offered or sold in the United States. Nordea Bank ABP will only underwrite, offer and sell the notes that are part of its
allotment solely outside the United States.
Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered
broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.
To the extent any selling agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United States, it
will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

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VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to Bank of America Corporation ("BAC"), when the notes offered hereby have been completed
and executed by BAC, and authenticated by the trustee, and the notes have been delivered against payment therefor as contemplated in this pricing
supplement and the related prospectus and prospectus supplement, all in accordance with the provisions of the indenture governing the notes, such notes
will be legal, valid and binding obligations of BAC, subject to the effect of applicable bankruptcy, insolvency (including laws relating to preferences,
fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors' rights generally, and to general
principles of equity. This opinion is given as of the date of this pricing supplement and is limited to the laws of the State of New York and the Delaware
General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions
interpreting the foregoing) as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee's authorization,
execution and delivery of the indenture governing the notes, the validity, binding nature and enforceability of the indenture governing the notes with
respect to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to McGuireWoods
LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies thereof, the authenticity of the
originals of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated April 30, 2018, which has been filed as an
exhibit to BAC's Registration Statement relating to the notes filed with the Securities and Exchange Commission on April 30, 2018.

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Base Rates Supplement No. 1
To Prospectus dated June 29, 2018
and Prospectus Supplement dated June 29, 2018
April 15, 2020

Medium-Term Notes, Series N
USD LIBOR Notes, Term SOFR Notes and Compounded SOFR Notes
This base rates supplement amends and supplements, as specified herein, the description of Bank of America Corporation Medium-Term Notes, Series N
included in the accompanying prospectus supplement dated June 29, 2018, and the general description of our debt securities included in "Description of
Debt Securities" in the accompanying prospectus dated June 29, 2018. In particular, this base rates supplement supersedes and replaces, as specified herein,
descriptions of certain terms and provisions of our floating rate notes, for which the interest rate is determined by reference to one of the base rates specified
below, relating to the determination of such base rates and the rates of interest for such floating rate notes, and other terms and provisions related thereto, in
the accompanying prospectus supplement and prospectus. The terms and provisions set forth in this base rates supplement will apply to notes that we may
offer from time to time using this base rates supplement, which we refer to herein as the "notes."
The notes may be senior or subordinated. The notes will be floating-rate notes or fixed/floating rate notes, and the base rate for each series of the notes
during any applicable floating-rate interest period will be USD LIBOR (as defined in this base rates supplement) for the index maturity specified in the
applicable pricing supplement (such notes, "USD LIBOR notes"), term SOFR (as defined in this base rates supplement) for the index maturity specified in
the applicable pricing supplement (such notes, "term SOFR notes") or compounded SOFR (as defined in this base rates supplement) compounded daily in
accordance with the convention and for the interest period or observation period specified in the applicable pricing supplement (such notes, "compounded
SOFR notes"). This base rates supplement describes general terms and provisions relating to the determination of USD LIBOR, term SOFR or compounded
SOFR, as applicable, interest rates, accrual of interest, interest payment dates, interest periods, the calculation of interest amounts and the timing of interest
payments with respect to the notes. For each offering of notes, a pricing supplement will contain any additional terms of the offering and a specific
description of terms and provisions of the notes being offered, including the applicable base rate, spread and/or spread multiplier, if any, issue price,
maturity date, interest payment dates, redemption and/or repayment provisions, if any, and other relevant terms and provisions for such notes.
Investing in the notes involves risks. For a description of these risks with respect to the USD LIBOR notes, term SOFR notes and compounded
SOFR notes, see "Additional Risk Factors" beginning on page RS-4 of this base rates supplement. Such description supersedes, as specified herein,
certain risk factors relating to LIBOR and floating-rate notes set forth in the accompanying prospectus supplement and prospectus. See also "Risk
Factors" beginning on page S-5 of the accompanying prospectus supplement and "Risk Factors" beginning on page 9 of the accompanying
prospectus for a description of other risks relating to investing in the notes.
Certain capitalized or other defined terms that are used in this base rates supplement have the specific meanings set forth herein. A listing of the pages on
which such terms are defined can be found under the Index of Certain Defined Terms at the end of this base rates supplement. Capitalized or other defined
terms used, but not defined, in this base rates supplement have the same meanings as are given to them in the accompanying prospectus supplement or in the
accompanying prospectus, as applicable.

Our notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. Our notes are not guaranteed by Bank of America, N.A. or
any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment risks.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of these notes
or passed upon the adequacy or accuracy of this base rates supplement, the accompanying prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

BofA Securities
https://www.sec.gov/Archives/edgar/data/70858/000119312520119250/d922270d424b5.htm
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