Bank of America : Form of prospectus filed in connection with primary offering of securities on a delayed basis

Pricing Supplement

Filed Pursuant to Rule 424(b)(2)

(To Prospectus dated June 29, 2018 and Series N Prospectus Supplement dated June 29, 2018) November 15, 2018

Registration Statement No. 333-224523

$16,219,000

Step Up Callable Notes, due November 19, 2025

• · The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and the return of the principal amount on the notes are subject to our credit risk.

• · The notes will mature on November 19, 2025. At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest.

• · Interest will be paid on May 19 and November 19 of each year, commencing on May 19, 2019, with the final interest payment date occurring on the maturity date.

• · The notes will accrue interest at the following rates per annum during the indicated year of their term:

  ☐ Years 1 - 5:	4.00%;
  ☐ Year 6:	5.00%; and
  ☐ Year 7:	6.00%.

• · We have the right to redeem all, but not less than all, of the notes on November 19, 2019, and on each subsequent interest payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest.

• · The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.

• · The notes will not be listed on any securities exchange.

• · The CUSIP number for the notes is 06048WXY1.

The notes:

Are Not FDIC Insured

Are Not Bank Guaranteed

May Lose Value

Per Note	Total
Public Offering Price	100.00%	$16,219,000.00
Underwriting Discount	0.90%	$ 145,971.00
Proceeds (before expenses) to BAC	99.10%	$16,073,029.00

The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The 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. Potential purchasers of the notes should consider the information in "Risk Factors" beginning on page PS-4 of this pricing supplement, page S-5 of the attached prospectus supplement, and 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 these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We will deliver the notes in book-entry form only through The Depository Trust Company on November 19, 2018 against payment in immediately available funds.

Series N MTN prospectus supplement dated June 29, 2018 and prospectus dated June 29, 2018

Merrill Lynch & Co.

SUMMARY OF TERMS

This pricing supplement supplements the terms and conditions in the prospectus, dated June 29, 2018, as supplemented by the Series N prospectus supplement, dated June 29, 2018, (as so supplemented, together with all documents incorporated by reference, the "prospectus"), and should be read with the prospectus.

• Title of the Series:	Step Up Callable Notes, due November 19, 2025
• Aggregate Principal Amount	$16,219,000
Initially Being Issued:
• Issue Date:	November 19, 2018
• CUSIP No.:	06048WXY1
• Maturity Date:	November 19, 2025
• Minimum Denominations:	$1,000 and multiples of $1,000 in excess of $1,000
• Ranking:	Senior, unsecured
• Day Count Fraction:	30/360
• Interest Periods:	Semi-annually. Each interest period (other than the first interest period, which will
begin on the issue date) will begin on, and will include, an interest payment date,
and will extend to, but will exclude, the next succeeding interest payment date (or
the maturity date, as applicable).
• Interest Payment Dates:	May 19 and November 19 of each year, beginning on May 19, 2019, with the final
interest payment date occurring on the maturity date.
• Interest Rates:	The notes will accrue interest during the following periods at the following rates per
annum:

• • Optional Early Redemption:

• • Business Days:

• • Repayment at Option of Holder:

• • Record Dates for Interest Payments:

• • Calculation Agent:

• • Listing:

• • Fees Charged:

• • Erisa Considerations:

We have the right to redeem all, but not less than all, of the notes on November 19, 2019, and on each subsequent interest payment date (other than the maturity date). The redemption price is 100% of the principal amount of the notes, plus any accrued and unpaid interest. In order to call the notes, we will give notice at least five business days but not more than 60 calendar days before the specified early redemption date.

If any interest payment date, any early redemption date, or the maturity date occurs on a day that is not a business day in New York, New York, then the payment will be postponed until the next business day in New York, New York. No additional interest will accrue on the notes as a result of such postponement, and no adjustment will be made to the length of the relevant interest period.

None

For book-entry only notes, one business day in New York, New York prior to the payment date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such interest payment date, whether or not such record date is a business day.

Merrill Lynch Capital Services, Inc.

None

The public offering price of the notes includes the underwriting discount of 0.90% as listed on the cover page and an additional charge of approximately $2.05 per $1,000 in principal amount of the notes that is more fully described on page PS-9.

See "ERISA Considerations" beginning on page 149 of the accompanying prospectus.

Certain capitalized terms used and not defined in this document have the meanings ascribed to them in the prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to "we," "us," "our," or similar references are to Bank of America Corporation.

PS-3

RISK FACTORS

Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below, with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general.

The notes are subject to our early redemption. We may redeem all, but not less than all, of the notes on any interest payment date on or after November 19, 2019 (other than the maturity date). If you intend to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further payments will be made on the notes after they have been redeemed.

If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the redemption in an investment with a return that is as high as the return on the notes would have been if they had not been redeemed, or that has a similar level of risk.

Step-up notes present different investment considerations than fixed-rate notes. The rate of interest paid by us on the notes will increase upward from the initial stated rate of interest on the notes. The notes are callable by us, in whole but not in part, prior to maturity and, therefore, contain the redemption risk described above. If we do not call the notes, the interest rate will step up as described on the cover of this pricing supplement. Unless general interest rates rise significantly, you should not expect to earn the highest scheduled interest rate set forth on the cover of this pricing supplement because the notes are likely to be called prior to maturity if interest rates remain the same or fall during their term. When determining whether to invest in a step-up fixed rate note, you should not focus on the highest stated interest rate, which usually is the final step-up rate of interest. You should instead consider, among other things, the overall annual percentage rate of interest to maturity or the various potential redemption dates as compared to other investment alternatives.

Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. The notes are our senior unsecured debt securities. As a result, your receipt of all payments of interest and principal on the notes is dependent upon our ability to repay our obligations on the applicable payment date. No assurance can be given as to what our financial condition will be at any time during the term of the notes or on the maturity date. If we become unable to meet our financial obligations as they become due, you may not receive the amounts payable under the terms of the notes.

Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior to the maturity date of the notes may adversely affect the market value of the notes. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, such as the difference between the interest rates accruing on the notes and current market interest rates, an improvement in our credit ratings will not reduce the other investment risks related to the notes.

We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the price, if any, at which you may sell the notes in any secondary market transaction will likely be lower than the public offering price due to, among other things, the inclusion of these costs. In determining the economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken

into account. Among these factors are certain costs associated with developing, hedging, and offering the notes.

Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the selling agent or another purchaser might be willing to purchase the notes in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other things, the inclusion of these costs, and the costs of unwinding any related hedging. In addition to the underwriting discount, the public offering price includes a hedging related charge, which reflects an estimated profit earned by one or our affiliates from the hedging related transactions associated with the notes. See "Supplemental Plan of Distribution-Conflicts of Interest" for more information. The terms of these hedging arrangements were determined by seeking bids from market participants, including our affiliate, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and its affiliates. All of these charges related to the notes reduced the economic terms of the notes.

The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.

We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or whether that market will be liquid or illiquid.

The development of a trading market for the notes will depend on our financial performance and other factors. The number of potential buyers of the notes in any secondary market may be limited. We anticipate that MLPF&S will act as a market-maker for the notes, but neither MLPF&S nor any of our other affiliates is required to do so. MLPF&S may discontinue its market-making activities as to the notes at any time. To the extent that MLPF&S engages in any market-making activities, it may bid for or offer the notes. Any price at which MLPF&S may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models that it may use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes might otherwise trade in the market.

In addition, if at any time MLPF&S were to cease acting as a market-maker for the notes, it is likely that there would be significantly less liquidity in the secondary market and there may be no secondary market at all for the notes. In such a case, the price at which the notes could be sold likely would be lower than if an active market existed and you should be prepared to hold the notes until maturity.

Many economic and other factors will impact the market value of the notes. The market for, and the market value of, the notes may be affected by a number of factors that may either offset or magnify each other, including:

• · the time remaining to maturity of the notes;

• · the aggregate amount outstanding of the notes;

• · our right to redeem the notes on the dates set forth above;

• · the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause the market value of the notes to decrease);

• · general economic conditions of the capital markets in the United States;

• · geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;

PS-5