| Per Depositary Share | ||||||||
|---|---|---|---|---|---|---|---|---|
| Acceptance Priority Level | Depositary Shares Representing Fractional Interests in Series of Bank of America Preferred Stock | CUSIP No. | Aggregate Liquidation Preference Outstanding | Series Cap | Liquidation Preference[1] | Offer Price | Hypothetical Accrued Dividends[2] | Hypothetical Total Consideration[2] |
| 1 | Depositary Shares, each representing a 1/1,000th interest in a share of 4.125% Non-Cumulative Preferred Stock, Series PP (“Series PP Depositary Shares”)[3] | 06055H608 | $915,000,000 | $911,000,000 | $25.00 | $17.27 | $0.1174479 | $17.3874479 |
| 2 | Depositary Shares, each representing a 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series QQ (“Series QQ Depositary Shares”)[3] | 06055H806 | $1,300,000,000 | $1,296,000,000 | $25.00 | $17.30 | $0.0767361 | $17.3767361 |
| 3 | Depositary Shares, each representing a 1/1,000th interest in a share of 4.375% Non-Cumulative Preferred Stock, Series NN (“Series NN Depositary Shares”)[3] | 06055H400 | $1,100,000,000 | $1,094,500,000 | $25.00 | $18.20 | $0.1215278 | $18.3215278 |
| 4 | Depositary Shares, each representing a 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series E (“Series E Depositary Shares”)[3] | 060505815 | $317,265,175 | $313,265,175 | $25.00 | $19.22 | To be Determined[4] | To be Determined[4] |
| 5 | Depositary Shares, each representing a 1/1,200th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series 1 (“Series 1 Depositary Shares”)[3] | 060505633 | $98,221,675 | $94,221,675 | $25.00 | $18.92 | To be Determined[4] | To be Determined[4] |
| 6 | Depositary Shares, each representing a 1/1,000th interest in a share of 4.750% Non-Cumulative Preferred Stock, Series SS (“Series SS Depositary Shares”)[3] | 06055H871 | $700,000,000 | $696,000,000 | $25.00 | $19.90 | $0.0857639 | $19.9857639 |
| 7 | Depositary Shares, each representing a 1/1,000th interest in a share of 5.000% Non-Cumulative Preferred Stock, Series LL (“Series LL Depositary Shares”)[3] | 06055H202 | $1,310,000,000 | $1,305,000,000 | $25.00 | $20.44 | N/A[5] | $20.4400000 |
| 8 | Depositary Shares, each representing a 1/25th interest in a share of 4.375% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series RR (“Series RR Depositary Shares”)[6] | 060505GB4 | $1,750,000,000 | Not Applicable | $1,000.00 | $860.70 | $5.5902778 | $866.2902778 |
| 9 | Depositary Shares, each representing a 1/25th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series MM (“Series MM Depositary Shares”)[6] | 060505FQ2 | $1,100,000,000 | Not Applicable | $1,000.00 | $875.30 | $16.1250000 | $891.4250000 |
| 10 | Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series KK (“Series KK Depositary Shares”)[3] | 06055H871 | $1,397,500,000 | $1,393,500,000 | $25.00 | $22.12 | N/A[5] | $22.1200000 |
| 11 | Depositary Shares, each representing a 1/25th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF (“Series FF Depositary Shares”)[6] | 060505FL3 | $2,350,000,000 | Not Applicable | $1,000.00 | $897.40 | $14.3611111 | $911.7611111 |
| 12 | Depositary Shares, each representing a 1/1,200th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series 5 (“Series 5 Depositary Shares”)[3] | 060505583 | $421,677,000 | $417,677,000 | $25.00 | $19.17 | To be Determined[4] | To be Determined[4] |
| 13 | Depositary Shares, each representing a 1/1,000th interest in a share of 5.875% Non-Cumulative Preferred Stock, Series HH (“Series HH Depositary Shares”)[3] | 060505195 | $854,000,000 | $850,000,000 | $25.00 | $24.08 | $0.1999132 | $24.2799132 |
| 14 | Depositary Shares, each representing a 1/25th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series JJ (“Series JJ Depositary Shares”)[6] | 060505FP4 | $1,000,000,000 | $150,000,000 | $1,000.00 | $965.10 | N/A[5] | $965.1000000 |
[1] As used in this news release, the term “Liquidation Preference” for a Depositary Share of a series, means an amount equal to the product of the liquidation preference for a share of the applicable underlying preferred stock of Bank of America ($30,000 for a share of preferred stock underlying the Series 1 Depositary Shares and Series 5 Depositary Shares, and $25,000 for a share of preferred stock underlying the Depositary Shares of all other series) and the fractional interest in such share of preferred stock that such Depositary Share represents as set forth in the table above. For each Listed Depositary Share (as defined below), the Liquidation Preference is $25.00 and for each Non-Listed Depositary Share (as defined below), the Liquidation Preference is $1,000.00.
[2] If, as scheduled, the Settlement Date (as defined below) occurs on December 13, 2022, then the Total Consideration (as defined below) payable for Depositary Shares of a series that are purchased pursuant to an applicable Offer will equal the applicable “Offer Price” for such Depositary Shares as set forth in the table above, plus, if applicable, the hypothetical Accrued Dividends for such Depositary Shares as set forth in the table above or, with respect to the Series E Depositary Shares, the Series 1 Depositary Shares and the Series 5 Depositary Shares, Accrued Dividends (as defined below) determined as described in the Offer to Purchase.
[3] Depositary Shares of this series are listed for trading on the New York Stock Exchange (the “NYSE”). Depositary Shares of all series that are listed on the NYSE are referred to herein collectively as the “Listed Depositary Shares.”
[4] The dividend rate for the series of preferred stock represented by this series of Depositary Shares is reset quarterly based on 3-month U.S. dollar LIBOR and will be reset following the date of this news release but prior to the Settlement Date. As a result, the applicable dividend rate that will be used to calculate Accrued Dividends for this series of Depositary Shares is not known, and hypothetical Accrued Dividends and hypothetical Total Consideration cannot be determined, as of the date of this news release.
[5] Accrued Dividends will not be included as part of the Total Consideration payable for Depositary Shares of this series. See Section 1 of “The Offers” in the Offer to Purchase.
[6] Depositary Shares of this series are not listed on any exchange and are referred to herein, collectively with Depositary Shares of other non-listed series, as the “Non-Listed Depositary Shares.”
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