BANK OF AMERICA CORP DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

March 10, 2025

Letter from our Chair and Chief Executive Officer

We are pleased to invite you to the 2025 annual meeting of shareholders to be held on April 22, 2025 at 10:00 a.m., Eastern time. Our 2025 annual meeting will be held virtually by webcast.

During the meeting, we will provide updates on how Responsible Growth helped enable us to deliver for our shareholders and stakeholders in 2024—and how it positions us to deliver for shareholders and stakeholders in the future. You will also hear from Lionel Nowell, our Lead Independent Director.

Your vote is important. We will make a $1 charitable donation for every shareholder account that votes. Contributions this year will be made in equal parts to The American Diabetes Association, The American Heart Association, and Feed the Children as part of our ongoing efforts to support the health and basic needs of the communities we serve. This is the ninth year Bank of America will make a $1 charitable donation for every shareholder account that votes—shareholder participation has led to more than $9.4 million in aggregate charitable donations.

I encourage you to read our 2025 Proxy Statement, our 2024 Annual Report to shareholders, our other proxy materials, and the voting instructions on the pages that follow so your shares are represented at the meeting. These materials are also available on our annual meeting website at https://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.

Letter from our Lead Independent Director

The independent directors and I join Brian in inviting you to attend our company’s 2025 annual meeting of shareholders.

On behalf of the Board of Directors, we welcome Director Maria Martinez to the Board. Maria was appointed to our Board in January and is standing for election by you for the first time.

Bank of America’s Board is committed to building long-term value in the company through our continued focus on Responsible Growth, and values input from our shareholders as the company executes our strategy.

As the Board’s Lead Independent Director, I meet with shareholders throughout the year to discuss the Board’s focus on governance practices and our oversight of the company’s drive for Responsible Growth. During these meetings, I also hear from shareholders on the things that matter most to them and share these viewpoints with the Board to enhance our oversight.

During 2024 and early 2025, I again had the pleasure of engaging in discussions with our institutional investors. During these conversations, we covered topics such as the Board’s composition, succession planning, and our approach to overseeing the company’s risks. I deeply appreciate the time our investors have taken to share valuable insights on how they believe our company can improve, and I look forward to continuing our ongoing dialogue.

On behalf of the Board, thank you for choosing to invest in Bank of America.

BRIAN T. MOYNIHAN Chair and Chief Executive Officer

LIONEL L. NOWELL III Lead Independent Director

Notice of 2025 annual meeting of shareholders

Date and time:

April 22, 2025 | 10:00 a.m., Eastern time

Live audio webcast:

Matters to be voted on:

• Electing the 14 directors named in theproxy statement • A proposal approving our executivecompensation (an advisory, non-binding“Say on Pay” resolution) • A proposal ratifying the appointment ofour independent registered publicaccounting firm for 2025 • A proposal to amend and restate the Bank of America Corporation Equity Plan • Shareholder proposals, if they are properlypresented at our annual meeting • Any other business that may properly comebefore our annual meeting

Your vote is important

Please submit your proxy as soon as possible online, by telephone, or by mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting, regardless of whether you attend the meeting.

Your vote is important—we want to hear from you and all of our other shareholders. For every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to three nonprofit organizations: The American Diabetes Association, The American Heart Association, and Feed the Children, as part of our ongoing efforts to support the health and basic needs of the communities we serve.

Please refer to page 97 of this proxy statement for additional information on how to vote your shares and attend our annual meeting virtually.

Record date

Bank of America shareholders as of the close of business on March 3, 2025 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

We will hold our annual meeting this year solely by means of remote communication via audio webcast atwww.virtualshareholdermeeting.com/BAC2025. You will be able to participate in the virtual annual meeting online, vote your shares electronically, and submit questions during the meeting. You will not be able to attend the annual meeting in person.

By order of the Board of Directors,

ROSS E. JEFFRIES, JR.

Deputy General Counsel and Corporate Secretary

March 10, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 2025: We commenced providing and making available our 2025 Proxy Statement on March 10, 2025. Our 2025 Proxy Statement and 2024 Annual Report to shareholders are available athttps://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.