BANK OF AMERICA CORPORATION

OFFERS BY BOFA SECURITIES, INC. TO PURCHASE FOR CASH UP TO $1.5 BILLION
IN AGGREGATE LIQUIDATION PREFERENCE OF THE OUTSTANDING SECURITIES
OF BANK OF AMERICA CORPORATION LISTED IN THE TABLE BELOW

Depositary Shares Representing Fractional Interests in Series of Bank of America Preferred Stock CUSIP No. Aggregate Liquidation Preference Outstanding Principal Series Cap APL

Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP (“Series PP Depositary Shares”)1
06055H608 $915,000,000 $911,000,000 1

Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ (“Series QQ Depositary Shares”)1
06055H806 $1,300,000,000 $1,296,000,000 2

Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN (“Series NN Depositary Shares”)1
06055H400 $1,100,000,000 $1,094,500,000 3

Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E (“Series E Depositary Shares”)1
060505815 $317,265,175 $313,265,175 4

Depositary Shares, each representing a 1/1,200th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series 1 (“Series 1 Depositary Shares”)1
060505633 $98,221,675 $94,221,675 5

Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS (“Series SS Depositary Shares”)1
06055H871 $700,000,000 $696,000,000 6

Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL (“Series LL Depositary Shares”)1
06055H202 $1,310,000,000 $1,305,000,000 7

Depositary Shares, each representing a 1/25th interest in a share of 4.375% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series RR (“Series RR Depositary Shares”)2
060505GB4 $1,750,000,000 Not Applicable 8

Depositary Shares, each representing a 1/25th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series MM (“Series MM Depositary Shares”)2
060505FQ2 $1,100,000,000 Not Applicable 9

Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK (“Series KK Depositary Shares”)1
06053U601 $1,397,500,000 $1,393,500,000 10

Depositary Shares, each representing a 1/25th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF (“Series FF Depositary Shares”)2
060505FL3 $2,350,000,000 Not Applicable 11

Depositary Shares, each representing a 1/1,200th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series 5 (“Series 5 Depositary Shares”)1
060505583 $421,677,000 $417,677,000 12

Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH (“Series HH Depositary Shares”)1
060505195 $854,000,000 $850,000,000 13

Depositary Shares, each representing a 1/25th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series JJ (“Series JJ Depositary Shares”)2
060505FP4 $1,000,000,000 $150,000,000 14

1 Depositary Shares of this series are listed for trading on the New York Stock Exchange (the “NYSE”). See Section 7 of “The Offers” in this Offer to Purchase. Depositary Shares of all series that are listed on the NYSE are referred to herein collectively as the “Listed Depositary Shares
2 Depositary Shares of this series are not listed on any exchange and are referred to herein, collectively with Depositary Shares of other non-listed series, as the “Non-Listed Depositary Shares

The dividend rates, hypothetical accrued dividends and hypothetical total consideration for the Series E Depositary Shares, Series 1 Depositary Shares and Series 5 Depositary Shares have been determined and are set forth in the Press Release issued by Bank of America Corporation on November 28, 2022 (available below).

To view copies of the Offer documents please click on the links below

Offer to Purchase

Letter of Transmittal

Press Release issued November 10, 2022

Press Release issued November 28, 2022

Retail Processing Dealer Form

Schedule TO Amendment


Any questions or requests for assistance may be directed to the Offeror or the Information Agent at their respective telephone numbers as set forth below. Any requests for additional copies of this Offer to Purchase may be directed to the Information Agent. A Holder may also contact such Holder’s Custodian for assistance concerning the Offers.

              The Information and Tender Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005
Toll free calls: +1 (800) 713-9960
All others call: +1 (212) 269-5550
Email:bofa@dfking.com


The Offeror for the Offer is:

BofA Securities, Inc.

620 South Tryon Street
Charlotte, North Carolina 28255
Attn: Liability Management
Toll-Free: (888) 292-0070
Collect: (980) 683-3215
Call: (704) 560-7937
Email: debt_advisory@bofa.com