This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted.
Amended and Restated Preliminary Pricing Supplement - Subject to Completion (To Prospectus dated December 30, 2022 and Series P Prospectus Supplement dated December 30, 2022) April 16, 2024 | Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-268718 |
$_____________ Capped Floating Rate Notes Linked to Compounded SOFR, due April 22, 2031 |
● 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 CUSIP number for the notes is 06055JEF2. ● The notes are expected to price on April 18, 2024. ● The notes will mature on April 22, 2031. At maturity, you will receive a cash payment equal to 100% of the principal amount of your notes, plus any accrued and unpaid interest. ● Interest will be paid on January 22, April 22, July 22 and October 22, of each year, beginning on July 22, 2024, and with the final interest payment occurring on the maturity date. ● From, and including, the issue date to, but excluding, the maturity date, the notes will bear interest at a floating rate equal to Compounded SOFR plus 1.00%. The floating interest rate will not be less than 0.00% per annum or greater than 7.00% per annum. ● We will not have the option to redeem the notes prior to maturity. ● 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 notes: |
Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
Per Note Total Public Offering Price(1) 100.00% $ Underwriting Discount(1)(2) 0.70% $ Proceeds (before expenses) to BAC 99.30% $ (1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may be as low as $993.00 (99.30%) per $1,000 in principal amount of the notes. See “Supplemental Plan of Distribution—Conflicts of Interest” in this pricing supplement. (2) We or one of our affiliates may pay varying selling concessions of up to 0.70% in connection with the distribution of the notes to other registered broker dealers. |
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 (the “FDIC”) 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-6 of this pricing supplement, page S-6 of the attached prospectus supplement, and page 7 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. |
BofA Securities |
• Title of the Series: | Capped Floating Rate Notes Linked to Compounded SOFR, due April 22, 2031 | |
• Issuer: | Bank of America Corporation (“BAC”) | |
• Issue Price: | 100% | |
• Aggregate Principal Amount Initially Being Issued: | $_____________ | |
• Pricing Date: | April 18, 2024 | |
• Issue Date: | April 22, 2024 | |
• Maturity Date: | April 22, 2031 | |
• Minimum Denominations: | $1,000 and multiples of $1,000 in excess of $1,000 | |
• Ranking: | Senior, unsecured | |
• Day Count Convention: | 30/360 | |
• Interest Periods: | Each quarterly 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 |
(or, in the case of the final Interest Period, the maturity date). | ||
• Interest Payment Dates: | January 22, April 22, July 22 and October 22, of each year, beginning on July 22, 2024, and with the final Interest Payment Date occurring on the maturity date. | |
• Interest Determinations: | The calculation agent will determine compounded SOFR, the interest rate and accrued interest for each Interest Period in arrears as soon as reasonably practicable on or after the last day of the applicable Rate Cut-Off Date, and in any event on or prior to the business day immediately preceding the relevant Interest Payment Date. | |
• Interest Rates: | From, and including, the issue date to, but excluding, the maturity date, the notes will bear interest at a floating rate per annum equal to the Base Rate plus 1.00% payable quarterly in arrears for each quarterly Interest Period. The rate of interest payable on the notes will not be less than 0.00% per annum or greater than 7.00% per annum. The notes will be “Compounded SOFR notes” as such term is defined in the accompanying prospectus supplement. | |
• Base Rate: | Compounded SOFR, which is a compounded average of daily SOFR (the Secured Overnight Financing Rate) as determined for each quarterly Interest Period in accordance with the Rate Cut-Off Convention as set forth under “Description of the Notes—Floating-Rate Notes—Compounded SOFR Notes—Observation Period Convention, SOFR Index Convention, and Rate Cut-off Convention—Rate Cut-Off Convention” in the accompanying prospectus supplement. | |
• Compounded SOFR Convention: | Rate Cut-Off Convention. See “Description of the Notes—Floating-Rate Notes—Compounded SOFR Notes—Observation Period Convention, SOFR Index Convention, and Rate Cut-off Convention— Rate Cut-Off Convention” in the accompanying prospectus supplement. | |
• Rate Cut-Off Date: | With respect to each Interest Period, the fifth U.S. government securities business day prior to the scheduled Interest Payment Date for such Interest Period. For purposes of calculating Compounded SOFR with respect to each Interest Period, the level of SOFR for each U.S. government securities business day in the period from, and including, the Rate Cut-Off Date for such Interest Period to, but excluding, the scheduled Interest Payment Date for such Interest Period will be the level of SOFR in respect of such Rate Cut-Off Date. | |
• Calculation Agent: | Merrill Lynch Capital Services, Inc. | |
• Business Day Convention: | Modified following business day convention (adjusted). | |
• Business Days: | New York/Charlotte and U.S. government securities business day. | |
• Redemption at Our Option: | None |
• Repayment at Option of Holder: | None | |
• Record Dates for Interest Payments: | For book-entry only notes, one business day in New York, New York and Charlotte, North Carolina prior to the applicable scheduled Interest Payment Date. If notes are not held in book-entry only form, the record dates will be the fifteenth calendar day preceding such scheduled Interest Payment Date, whether or not such record date is a business day. | |
• Listing: | None |
● | the time remaining to maturity of the notes; |
● | the aggregate amount outstanding of the notes; |
● | 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; |
● | our financial condition and creditworthiness; and |
● | any market-making activities with respect to the notes. |