As filed with the Securities and Exchange Commission on May 16, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2018

BANK OF AMERICA CORPORATION

(Exact name of registrant as specified in its charter)

100 North Tryon Street

Charlotte, North Carolina 28255

(Address of principal executive offices)

(704) 386-5681

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On May 16, 2018, Bank of America Corporation (the “Corporation”) issued 54,000 shares of Series GG Preferred Stock (as defined in Item 5.03 below).

Under the terms of the Series GG 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 GG 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 GG Preferred Stock. The restrictions are set forth in the Certificate of Designations described in Item 5.03 below.

On May 16, 2018, the Corporation filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware for the purpose of amending its Amended and Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of its 6.000% Non-Cumulative Preferred Stock, Series GG, $0.01 par value per share (the “Series GG Preferred Stock”). The Series GG 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.

On May 16, 2018, the Corporation closed the sale of 54,000,000 Depositary Shares (the “Depositary Shares”), each representing a 1/1,000^th interest in a share of the Series GG Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation’s Prospectus dated May 1, 2015, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-202354), as supplemented by a Prospectus Supplement dated May 7, 2018. Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares.

2

(d) Exhibits.

The following exhibits are filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 16, 2018