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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Bank of America Corporation

(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 23, 2026

Letter from our Chair and Chief Executive Officer

We are pleased to invite you to our 2026 annual meeting of shareholders. The meeting will be held virtually by webcast on May 4, 2026 at 10:00 a.m. Eastern time. During the meeting, we will provide updates on how Responsible Growth helped us deliver for our shareholders and stakeholders in 2025—and how it positions us to deliver for shareholders and stakeholders in the future. You will also hear remarks from Lionel Nowell, our Lead Independent Director. Your vote is important. For the tenth consecutive year, Bank of America will make a $1 charitable donation for every shareholder account that votes. Thanks to your participation, we’ve contributed more than $11.4 million under this program to the communities we serve. This year, as part of our ongoing commitment to support families and individuals experiencing food insecurity and to support military veterans and their families, voting donations made on your behalf will be shared equally among Cohen Veterans Network, The Global FoodBanking Network, and Soldiers’ Angels.

I encourage you to read our 2026 Proxy Statement, our 2025 Annual Report to Shareholders, our other proxy materials, and vote your shares by following the instructions provided on the following pages 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.

BRIAN T. MOYNIHAN

Chair and Chief Executive Officer

Letter from our Lead Independent Director

On behalf of the independent members of the Board of Directors, we thank you for your continued investment in and support of Bank of America, and we join Brian in inviting you to attend our 2026 Annual Meeting of Shareholders. As independent directors, we are focused on representing the interests of shareholders and providing strong, effective, and independent oversight of management, and Bank of America’s long-term Responsible Growth strategy. The Board is committed to maintaining high standards of corporate governance, accountability, and transparency. Over the past year, in connection with Board meetings, the independent directors met regularly in executive session and engaged constructively with management on matters critical to Bank of America’s performance, risk management, strategic direction, and corporate culture. We believe that open dialogue, constructive challenge, and independent judgment are fundamental to fulfilling our role.

Aligning executive compensation with long-term shareholder value creation remains a key focus of the Board. Through rigorous oversight, we evaluate Bank of America’s compensation programs to promote performance, reinforce appropriate risk-taking, and support strong pay-for-performance principles through a consistent evaluation framework that considers both quantitative outcomes and qualitative factors.

In addition to our oversight responsibilities, the Board also places significant importance on shareholder engagement. As Lead Independent Director, I meet with shareholders throughout the year and value your input. We carefully consider investor perspectives when evaluating governance practices, Board composition, and other matters addressed in this proxy statement. Your insights help guide our ongoing efforts to enhance Board effectiveness and strengthen corporate governance, and we are committed to maintaining an open and constructive dialogue. As we look ahead to the future, we thank retiring directors Pierre de Weck and Linda Hudson for their service and leadership in shaping our company. We continue to focus on thoughtful Board succession planning to maintain a complementary mix of skills, experience, and perspectives to effectively oversee our strategies to drive Responsible Growth. Importantly, we thank you for your continued confidence in Bank of America. We look forward to your participation in the annual meeting and remain dedicated to acting in the best interests of all shareholders.

LIONEL L. NOWELL III

Lead Independent Director

Notice of 2026 annual meeting of shareholders

Matters to be voted on:

• Electing the 12 directors named in the proxy statement • A proposal approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) • A proposal ratifying the appointment of our independent registered public accounting firm for 2026 • Two shareholder proposals, if they are properly presented at our annual meeting • Any other business that may properly come before 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.

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—Cohen Veterans Network, The Global FoodBanking Network, and Soldiers’ Angels—to support food security and veterans in the communities we serve.

Please refer to page 83 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 13, 2026 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

Join the virtual meeting online to vote your shares electronically and submit questions during the meeting.

By order of the Board of Directors,

ROSS E. JEFFRIES, JR.

Deputy General Counsel and Corporate Secretary

March 23, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2026: We commenced providing and making available our 2026 Proxy Statement on March 23, 2026. Our 2026 Proxy Statement and 2025 Annual Report to shareholders are available athttps://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.

Table of contents

Cautionary information and forward-looking statements

This proxy statement contains certain statements regarding Responsible Growth and statements related to sustainability (collectively, the Sustainability Information). Such Sustainability Information may be based on current or historic opinions, strategies, aspirations, commitments, goals, targets, and objectives which continue to evolve and develop, and there is no promise or guarantee that such aspirations, commitments, goals, targets, and objectives will be met. The Sustainability Information is as of the date of this proxy statement and subject to change without notice.

Additionally, certain statements contained in this proxy statement may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our business and the Sustainability Information. We use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could” to identify forward-looking statements. Forward-looking statements are not based on historical facts, but reflect management’s current expectations, plans or forecasts, are not guarantees of future results or performance, involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherently uncertain.

You should not place undue reliance on any forward-looking statement. Actual outcomes and results may differ materially from those expressed in, or implied by, any of these forward-looking statements due to a variety of factors. You should consider all of the precautionary statements, uncertainties and risks discussed in our filings with the U.S. Securities and Exchange Commission (SEC), including in our 2025 Annual Report on Form 10-K (2025 Form 10-K) and subsequent SEC filings. Forward- looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any forward-looking statements.

References to our 2025 Annual Report to shareholders (2025 Annual Report) and Sustainability at Bank of America disclosure published in 2025, and any website references (including any hyperlinks) throughout this proxy statement are provided for convenience only, and the content of which is not incorporated by reference into this proxy statement.

Proxy statement summary