Pricing Supplement
(To Prospectus dated December 30, 2022
and Series P MTN Prospectus Supplement dated December 30, 2022)
December 2, 2024 |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-268718 |
$32,200,000
Fixed Rate Callable Notes, due June 4, 2026
| ● | 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 priced on December 2, 2024. The notes will mature on June 4, 2026. 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 March 4, June 4, September 4 and December 4 of each year, commencing on March
4, 2025, with the final interest payment date occurring on the maturity date. |
| ● | The notes will accrue interest at the fixed rate of 4.75% per annum. |
| ● | We have the right to redeem all, but not less than all, of the notes on June 4, 2025, and on each subsequent
Call Date (as defined on page PS-2). 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 in excess of $1,000. |
| ● | The notes will not be listed on any securities exchange. |
| ● | The CUSIP number for the notes is 06055JHL6. |
Potential purchasers of the notes should consider
the information in “Risk Factors” beginning on page PS-4 of this pricing supplement, page S-6 of the attached prospectus supplement,
and page 7 of the attached prospectus.
The notes:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
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Per Note |
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Total |
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Public Offering Price (1) |
100.00% |
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$32,200,000 |
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Underwriting Discount (1)(2) |
0.15% |
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$48,300 |
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Proceeds (before expenses) to BAC |
99.85% |
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$32,151,700 |
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(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 $998.50 (99.85%) 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 0.15% in connection with the distribution of the notes
to other registered broker-dealers.
The notes are unsecured and unsubordinated obligations
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, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and involve investment
risks.
None of the Securities and Exchange Commission,
nor any state securities commission, nor 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 December 4, 2024 against payment in immediately available funds.
Series
P MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022
BofA Securities
SUMMARY OF TERMS
This pricing supplement supplements
the terms and conditions in the prospectus, dated December 30, 2022, as supplemented by the Series P MTN prospectus supplement, dated
December 30, 2022 (as so supplemented, together with all documents incorporated by reference, the “prospectus”), and should
be read with the prospectus.
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Title of the Series: |
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Fixed Rate Callable Notes, due June 4, 2026 |
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Aggregate Principal Amount Initially Being Issued: |
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$32,200,000 |
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Issue Date: |
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December 4, 2024 |
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CUSIP No.: |
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06055JHL6 |
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Maturity Date: |
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June 4, 2026 |
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Minimum Denominations: |
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$1,000 and multiples of $1,000 in excess of $1,000 |
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Ranking: |
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Senior, unsecured |
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Day Count Fraction: |
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30/360 |
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Interest Periods: |
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Quarterly. 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). |
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Interest Payment Dates: |
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March 4, June 4, September 4 and December 4 of each year, beginning on March 4, 2025, with the final interest payment date occurring on the maturity date. |
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Interest Rates: |
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The notes will accrue interest at the fixed rate of 4.75% per annum. |
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Call Dates: |
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March 4, June 4, September 4 and December 4 of each year, beginning on June 4, 2025, with the final Call Date occurring on March 4, 2026. |
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Optional Early Redemption: |
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We have the right to redeem all, but not less than all, of the notes on June 4, 2025, and on each subsequent Call Date. The redemption price will be 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 Call Date. |
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Business Days: |
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If any interest payment date, any Call 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. |
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Repayment at Option of Holder: |
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None |
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Record Dates for Interest Payments: |
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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. |
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Events of Default and Rights of Acceleration: |
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If an event of default (as defined in the indenture relating to the notes) occurs and is continuing, holders of the notes may accelerate the maturity of the notes, as described under “Description of Debt Securities of Bank of America Corporation—Events of Default and Rights of Acceleration; Covenant Breaches” in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and accrued and unpaid interest, if any, through the acceleration date. In case of an event of default, the notes will not bear a default interest rate. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited, under the U.S. Bankruptcy Code, to the original public offering price of the notes. |
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Calculation Agent: |
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Merrill Lynch Capital Services, Inc. |
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Listing: |
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None |
Certain 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 BAC.
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.
Structure-related Risks
The notes are subject to our
early redemption. We may redeem all, but not less than all, of the notes on any Call Date on or after June 4, 2025. 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.
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, including our obligations under the notes. 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 generally 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.
Valuation and Market-related Risks
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.
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 our affiliate, BofA Securities, Inc. ("BofAS"), will act as a market-maker for the
notes, but neither BofAS nor any of our other affiliates is required to do so. BofAS may discontinue its market-making activities as to
the notes at any time. To the extent that BofAS engages in any market-making activities, it may bid for or offer the notes. Any price
at which BofAS 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 BofAS
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; |
| • | our financial condition and creditworthiness; and |
| • | any market-making activities with respect to the notes. |
Conflict-related Risks
Our trading and hedging activities
may create conflicts of interest with you. We or one or more of our broker-dealer affiliates, including BofAS, may engage in trading
activities related to the notes that are not for your account or on your behalf. We also expect to enter into arrangements to hedge the
market risks associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries
or affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more
or less than initially expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities
may present a conflict of interest between your interest in the notes and the interests we and our affiliates may have in our proprietary
accounts, in facilitating transactions, including block trades, for our other customers, and in accounts under our management. These trading
and hedging activities could influence secondary trading in the notes or otherwise could be adverse to your interests as a holder of the
notes.
U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material
U.S. federal income tax considerations of the acquisition, ownership, and disposition of the notes is based upon the advice of Sidley
Austin LLP, our tax counsel. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department
(“Treasury”) (including proposed and temporary regulations), rulings, current administrative interpretations and official
pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of
which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS
would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.
The following
discussion supplements, is subject to the same qualifications and limitations as, and should be read in conjunction with the discussion
in the prospectus under the caption “U.S. Federal Income Tax Considerations.” To the extent inconsistent, the following discussion
supersedes the discussion in the prospectus supplement and the prospectus.
This discussion only applies to
U.S. Holders (as defined in the accompanying prospectus) that are not excluded from the discussion of U.S. federal income taxation in
the accompanying prospectus. In particular, this summary is directed solely to U.S. Holders that will purchase the notes upon original
issuance and will hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as property held
for investment. This discussion does not address the tax consequences applicable to holders subject to Section 451(b) of the Code. This
summary assumes that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated as debt
instruments for U.S. federal income tax purposes. The notes provide for a fixed rate of interest. A U.S. Holder will be required to include
payments of interest on the notes as ordinary income as such interest payments accrue or are received (in accordance with the U.S. Holder’s
regular method of accounting for U.S. federal income tax purposes).
You should consult the discussion under
“U.S. Federal Income Tax Considerations—General—Consequences to U.S. Holders” as it relates to fixed rate
debt instruments not bearing OID in the accompanying prospectus for a description of the consequences to you of the ownership and
disposition of the notes. Upon the sale, exchange, redemption, retirement, or other disposition of a note, a U.S. Holder will
recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, redemption, retirement, or other
disposition (less an amount equal to any accrued interest not previously included in income if the note is disposed of between
interest payment dates, which will be included in income as interest income for U.S. federal income tax purposes) and the U.S.
Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in a note generally will be the cost of the
note to such U.S. Holder, increased by any OID, market discount, de minimis OID, or de minimis market discount previously included
in income with respect to the note, and decreased by the amount of any premium previously amortized to reduce interest on the note
and the amount of any payment (other than a payment of qualified stated interest) received in respect of the note.
Except as discussed in the prospectus
with respect to market discount, gain or loss realized on the sale, exchange, redemption, retirement, or other disposition of a note generally
will be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. The ability
of U.S. Holders to deduct capital losses is subject to limitations under the Code.
You should consult your own
tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any
tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in
U.S. federal or other tax laws.
VALIDITY OF THE NOTES
In the opinion of
McGuireWoods LLP, as counsel to BAC, when the trustee has made the appropriate entries or notations on Schedule 1 to the master
global note that represents the notes (the “Master Note”) identifying the notes offered hereby as supplemental
obligations thereunder in accordance with the instructions of BAC, and the notes have been delivered against payment therefor as
contemplated in this pricing supplement and the related prospectus and prospectus supplement, all in accordance with the provisions
of the indenture governing the notes, such notes will be the legal, valid and binding obligations of BAC, subject to the effects of
applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent transfers and equitable subordination),
reorganization, moratorium and other similar laws affecting creditors’ rights generally, and to general principles of equity.
This opinion is given as of the date of this pricing supplement and is limited to the Delaware General Corporation Law (including
the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the
foregoing) and the laws of the State of New York as in effect on the date hereof. In addition, this opinion is subject to customary
assumptions about the trustee’s authorization, execution and delivery of the indenture governing the notes and due
authentication of the Master Note, the validity, binding nature and enforceability of the indenture governing the notes with respect
to the trustee, the legal capacity of individuals, the genuineness of signatures, the authenticity of all documents submitted to
McGuireWoods LLP as originals, the conformity to original documents of all documents submitted to McGuireWoods LLP as copies
thereof, the authenticity of the originals of such copies and certain factual matters, all as stated in the opinion letter of
McGuireWoods LLP dated December 8, 2022, which has been filed as an exhibit to the Registration Statement (File No. 333-268718) of
BAC, filed with the SEC on December 8, 2022.
SUPPLEMENTAL PLAN OF DISTRIBUTION—CONFLICTS
OF INTEREST
Our broker-dealer subsidiary, BofAS,
will act as our selling agent in connection with the offering of the notes. The selling agent is a party to the distribution agreement
described in “Supplemental Plan of Distribution (Conflicts of Interest)” beginning on page S-51 of the accompanying prospectus
supplement.
The selling agent will receive the
compensation set forth on the cover page of this pricing supplement as to the notes sold through its efforts. The selling agent is a
member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will
conform to the requirements of FINRA Rule 5121. We or one of our affiliates may pay varying selling concessions of up to 0.15% in
connection with the distribution of the notes to other registered broker-dealers. 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 $998.50 per $1,000 in principal amount of the notes.
If all of the offered notes are
not sold on the pricing date at the public offering price, then the selling agent and/or dealers may offer the notes for sale in one or
more transactions at an offering price that may be at a premium to the public offering price. These sales may occur at market prices prevailing
at the time of sale, at prices related to market prices or at negotiated prices.
The selling agent is not
acting as your fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon any communication
from the selling agent in connection with the notes as investment advice or a recommendation to purchase the notes. You should make
your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.
We will deliver the notes against
payment therefor in New York, New York on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of
the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the
original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Under the terms of our distribution
agreement with BofAS, BofAS will purchase the notes from us on the issue date as principal at the purchase price indicated on the cover
of this pricing supplement, less the indicated underwriting discount.
BofAS may sell the notes to other
broker-dealers that will participate in the offering, at an agreed discount to the principal amount. Each of those broker-dealers may
sell the notes to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and
that not all dealers will purchase or repurchase the notes at the same discount. For a portion of the notes where Wells Fargo Securities,
LLC (“WFS”) acts as an agent, BofAS will sell the notes to WFS at the initial price to the public set forth on the cover page
of this pricing supplement less a concession not in excess of 0.15% of the principal amount.
BofAS and any of our other broker-dealer
affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, may use this pricing supplement, and the accompanying prospectus
supplement and prospectus for offers and sales in secondary market transactions and market-making transactions in the notes. Our affiliates
may act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at
the time of the sale. However, none of BAC, BofAS or any of our broker-dealer affiliates are obligated to engage in any secondary market
transactions and/or market-making transactions or otherwise purchase the notes from the holders in such transactions.
European Economic Area and United Kingdom
None of this pricing supplement,
the accompanying prospectus or the accompanying prospectus supplement is a prospectus for the purposes of the Prospectus Regulation (as
defined below). This pricing supplement, the accompanying prospectus and the accompanying prospectus supplement have been prepared on
the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each,
a “Relevant State”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“Qualified
Investors”). Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of
the offering contemplated in this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may only
do so with respect to Qualified Investors. BAC has not authorized, nor does it authorize, the making of any offer of notes other than
to Qualified Investors. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Prohibition Of Sales To
EEA And United Kingdom Retail Investors – The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these
purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation; and (b) the expression
“offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently no key
information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or
selling the notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and
therefore offering or selling
the notes or otherwise making them available to any retail
investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
United Kingdom
The communication of this pricing supplement,
the accompanying prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the
notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the
purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”).
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the
United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in
the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all
such persons together being referred to as “relevant persons”). In the United Kingdom, the notes offered hereby are only
available to, and any investment or investment activity to which this pricing supplement, the accompanying prospectus supplement and
the accompanying prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a
relevant person should not act or rely on this pricing supplement, the accompanying prospectus supplement or the accompanying
prospectus or any of their contents.
Any invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only
be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to BAC.
All applicable provisions of the
FSMA must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United
Kingdom.
S-3
424B2
EX-FILING FEES
333-268718
0000070858
BANK OF AMERICA CORP /DE/
0000070858
2024-12-03
2024-12-03
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
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S-3
|
BANK OF AMERICA CORP /DE/
|
The maximum aggregate offering price of the securities to which the prospectus relates is $32,200,000.00. The prospectus is a final prospectus for the related offering.
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