ITEM 3.03. Material Modification to Rights of Security Holders.

On January 25, 2022, Bank of America Corporation (the "Corporation") issued 70,000 shares of Series RR Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series RR 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 RR 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 RR 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 January 25, 2022, 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% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series RR, $0.01 par value per share (the "Series RR Preferred Stock"). The Series RR 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 January 25, 2022, the Corporation sold 1,750,000 Depositary Shares (the "Depositary Shares"), each representing a 1/25th interest in a share of the Series RR Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation's Prospectus dated August 4, 2021, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-257399), as supplemented by a Prospectus Supplement dated January 20, 2022. 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 January 20, 2022 with respect to
                  the offering of 1,750,000 Depositary Shares, each representing a
                  1/25th interest in a share of Series RR Preferred Stock

3.1                 Certificate of Designations for the Series RR Preferred Stock


4.1                 Deposit Agreement related to the Depositary Shares, dated
                  January 24, 2022, among the Corporation, Computershare Inc.,
                  Computershare Trust Company, N.A. and the Holders from time to
                  time of the Depositary Receipts

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
                  RR 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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