ITEM 3.03. Material Modification to Rights of Security Holders.

On October 29, 2020, Bank of America Corporation (the "Corporation") issued 44,000 shares of Series NN Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series NN Preferred Stock, the ability of the Corporation to declare or pay dividends on, declare or make distributions with respect to, or repurchase, redeem or otherwise acquire for consideration, shares of its common stock or any preferred stock ranking on a parity with or junior to the Series NN Preferred Stock, will be subject to certain restrictions in the event that the Corporation fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series NN Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.


On October 29, 2020, the Corporation filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to amend its Restated Certificate of Incorporation. The Certificate of Designations fixes the designations, preferences, limitations and relative rights of the Corporation's 4.375% Non-Cumulative Preferred Stock, Series NN, $0.01 par value per share (the "Series NN Preferred Stock"). The Series NN Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

ITEM 8.01. Other Events.

On October 29, 2020, the Corporation sold 44,000,000 Depositary Shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of the Series NN Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation's Prospectus dated June 29, 2018, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-224523), as supplemented by a Prospectus Supplement dated October 27, 2020. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.





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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:





Exhibit
  No.                               Description of Exhibit

1.1           Underwriting Agreement, dated October 27, 2020 with respect to the
            offering of 44,000,000 Depositary Shares, each representing a
            1/1,000th interest in a share of Series NN Preferred Stock

3.1           Certificate of Designations for the Series NN Preferred Stock,
            incorporated by reference to Exhibit 3.1 of the Corporation's
            Registration Statement on Form 8-A, filed on October 29, 2020

4.1           Deposit Agreement related to the Depositary Shares, dated
            October 28, 2020, among the Corporation, Computershare Inc.,
            Computershare Trust Company, N.A. and the Holders from time to time of
            the Depositary Receipts, incorporated by reference to Exhibit 4.1 of
            the Corporation's Registration Statement on Form 8-A, filed on
            October 29, 2020

4.2           Form of Depositary Receipt for the Depositary Shares (included in
            Exhibit 4.1)

5.1           Opinion of McGuireWoods LLP, regarding legality of the Series NN
            Preferred Stock and the Depositary Shares

104         Cover Page Interactive Data File (embedded in the cover page formatted
            in Inline XBRL)

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