BANK OF AMERICA CORP /DE/

The Corporation manages its capital position so that its capital is more than adequate to support its business activities and aligns with risk, risk appetite and strategic planning. For more information, see Capital Management in the MD&A of the Corporation’s 2024 Annual Report on Form 10-K.

CCAR and Capital Planning

The Federal Reserve requires large BHCs to submit a capital plan and planned capital actions on an annual basis to help facilitate supervisory stress testing. Based on the results of our 2025 CCAR stress test under the current regulatory framework, our SCB decreased to 2.5 percent from 3.2 percent, resulting in a Common equity tier 1 (CET1) minimum requirement of 10.0 percent, effective October 1, 2025. At September 30, 2025, the Corporation’s CET1 ratio was 11.6 percent under the Standardized approach.

During the three months ended September 30, 2025, we repurchased $5.3 billion of common stock pursuant to Board authorizations of the Corporation’s common stock repurchase programs. For more information, see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds on page 104 and Capital Management – CCAR and Capital Planning in the MD&A of the Corporation’s 2024 Annual Report on Form 10-K.

The timing and amount of common stock repurchases are subject to various factors, including the Corporation’s capital position, liquidity, financial performance and alternative uses of capital, stock trading price, regulatory requirements and general market conditions, and may be suspended at any time. Such repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (Exchange Act).

As part of our planned capital actions, during the three months ended September 30, 2025, the Corporation paid common stock dividends of $2.1 billion.

On October 23, 2025, the Board declared a quarterly common stock dividend of $0.28 per share, payable on December 26, 2025 to shareholders of record as of December 5, 2025.

Regulatory Capital

As a BHC, we are subject to regulatory capital rules issued by U.S. banking regulators, including U.S. implementation of the Basel Framework. The Corporation's depository institution subsidiaries are also subject to the Prompt Corrective Action (PCA) framework. The Corporation and its primary affiliated banking entity, BANA, are Advanced approaches institutions under Basel 3 and are required to report regulatory risk-based capital ratios and risk-weighted assets (RWA) under both the Standardized and Advanced approaches. The lower of the capital ratios under Standardized or Advanced approaches compared to their respective regulatory capital ratio requirements is used to assess capital adequacy, including under the PCA framework. As of September 30, 2025, the Corporation’s binding ratio was the Total capital ratio under the Standardized approach.

Minimum Capital Requirements

In order to avoid restrictions on capital distributions and discretionary bonus payments to executive officers, the Corporation must meet risk-based capital ratio requirements that include a capital conservation buffer of 2.5 percent (under the Advanced approaches only), an SCB (under the Standardized approach only), plus any applicable countercyclical capital buffer and a global systemically important bank (G-SIB) surcharge. The buffers and surcharge must be comprised solely of CET1 capital. For the period from October 1, 2024 through September 30, 2025, the Corporation’s minimum CET1 ratio requirements were 10.7 percent under the Standardized approach and 10.0 percent under the Advanced approaches.

The Corporation is required to calculate its G-SIB surcharge on an annual basis under two methods and is subject to the higher of the resulting two surcharges. Method 1 is consistent with the approach prescribed by the Basel Committee on Banking Supervision’s assessment methodology and is calculated using specified indicators of systemic importance. Method 2 modifies the Method 1 approach for various factors. The Corporation’s Method 1 G-SIB surcharge is 1.5 percent, and its Method 2 G-SIB surcharge is 3.0 percent. The Corporation’s Method 2 G-SIB surcharge is expected to increase to 3.5 percent on January 1, 2027, unless its surcharge calculated as of December 31, 2025 is lower than 3.5 percent. At September 30, 2025, the Corporation’s CET1 capital ratio of 11.6 percent under the Standardized approach exceeded its minimum CET1 capital ratio requirement of 10.7 percent. Effective October 1, 2025, the Corporation’s minimum CET1 capital ratio requirement was 10.0 percent under the Standardized approach.

The Corporation is also required to maintain a minimum supplementary leverage ratio (SLR) of 3.0 percent plus a leverage buffer of 2.0 percent in order to avoid certain restrictions on capital distributions and discretionary bonus payments to executive officers. Our insured depository institution subsidiaries are required to maintain a minimum 6.0 percent SLR to be considered well capitalized under the current

PCA framework. At September 30, 2025, both the Corporation and its insured depository institution subsidiaries exceeded their minimum supplementary leverage requirements.

Capital Composition and Ratios

Table 8 presents Bank of America Corporation’s capital ratios and related information in accordance with Basel 3 Standardized and Advanced approaches as measured at September 30, 2025 and December 31, 2024. For the periods presented herein, the Corporation met the definition of well capitalized under current regulatory requirements.

(1)As of January 1, 2025, CECL transition provision’s impact was fully phased-in. Capital ratios as of December 31, 2024 were calculated using the regulatory capital rule that allowed a five-year transition period related to the adoption of the current expected credit losses (CECL) accounting standard on January 1, 2020.

(2)The CET1 capital regulatory minimum is the sum of the CET1 capital ratio minimum of 4.5 percent, our G-SIB surcharge of 3.0 percent, and SCB (under the Standardized approach) of 3.2 percent. The countercyclical capital buffer was zero for both periods. The SLR regulatory minimum includes a leverage buffer of 2.0 percent.

(3)Total capital under the Advanced approaches differs from the Standardized approach due to differences in the amount permitted in Tier 2 capital related to the qualifying allowance for credit losses.

(4)Reflects total average assets adjusted for certain Tier 1 capital deductions.

At September 30, 2025, CET1 capital was $202.9 billion, an increase of $1.8 billion from December 31, 2024, primarily due to earnings, partially offset by capital distributions. Tier 1 capital increased $5.4 billion driven by the same factors as CET1 capital as well as preferred stock issuances. Total capital under the Standardized approach increased $8.1 billion driven by the same factors as Tier 1 capital, as well as subordinated debt

issuances and an increase in the adjusted allowance for credit losses included in Tier 2 capital. RWA under the Standardized approach, which drove the lower CET1 capital ratio at September 30, 2025, increased $55.2 billion during 2025 to $1,751 billion primarily driven by client activity in Global Markets and lending activity in GWIM and Global Banking. Supplementary leverage exposure at September 30, 2025 increased $158.3 billion primarily driven by increased activity in Global Markets.

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Table 9 shows the capital composition at September 30, 2025 and December 31, 2024.

(1)As of January 1, 2025, CECL transition provision’s impact was fully phased-in. December 31, 2024 includes 25 percent of the CECL transition provision’s impact as of December 31, 2021.

(2)Includes amounts in accumulated other comprehensive income (OCI) related to the hedging of items that are not recognized at fair value on the Consolidated Balance Sheet.

(3)December 31, 2024 includes the impact of transition provisions related to the CECL accounting standard.

Table 10 shows the components of RWA as measured under Basel 3 at September 30, 2025 and December 31, 2024.

Bank of America, N.A. Regulatory Capital

Table 11 presents regulatory capital information for BANA in accordance with Basel 3 Standardized and Advanced approaches as measured at September 30, 2025 and December 31, 2024. BANA met the definition of well capitalized under the PCA framework for both periods.

(1)As of January 1, 2025, CECL transition provision’s impact was fully phased-in. Capital ratios as of December 31, 2024 were calculated using the regulatory capital rule that allowed a five-year transition period related to the adoption of the CECL accounting standard on January 1, 2020.

(2)Risk-based capital regulatory minimums at both September 30, 2025 and December 31, 2024 are the minimum ratios under Basel 3 including a capital conservation buffer of 2.5 percent. The regulatory minimums for the leverage ratios as of both period ends are the percent required to be considered well capitalized under the PCA framework.

(3)Total capital under the Advanced approaches differs from the Standardized approach due to differences in the amount permitted in Tier 2 capital related to the qualifying allowance for credit losses.

(4)Reflects total average assets adjusted for certain Tier 1 capital deductions.

Total Loss-Absorbing Capacity Requirements

Total loss-absorbing capacity (TLAC) consists of the Corporation’s Tier 1 capital and eligible long-term debt issued directly by the Corporation. Eligible long-term debt for TLAC ratios is comprised of unsecured debt that has a remaining maturity of at least one year and satisfies additional requirements as prescribed in the TLAC final rule. As with the

risk-based capital ratios and SLR, the Corporation is required to maintain TLAC ratios in excess of minimum requirements plus applicable buffers to avoid restrictions on capital distributions and discretionary bonus payments to executive officers. Table 12 presents the Corporation's TLAC and long-term debt ratios and related information as of September 30, 2025 and December 31, 2024.

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(1)As of January 1, 2025, CECL transition provision’s impact was fully phased-in. TLAC ratios as of December 31, 2024 were calculated using the regulatory capital rule that allowed a five-year transition period related to the adoption of the CECL accounting standard on January 1, 2020.

(2)The TLAC RWA regulatory minimum consists of 18.0 percent plus a TLAC RWA buffer comprised of 2.5 percent plus the Method 1 G-SIB surcharge of 1.5 percent. The countercyclical buffer is zero for both periods. The TLAC supplementary leverage exposure regulatory minimum consists of 7.5 percent plus a 2.0 percent TLAC leverage buffer. The TLAC RWA and leverage buffers must be comprised solely of CET1 capital and Tier 1 capital, respectively.

(3)The long-term debt RWA regulatory minimum is comprised of 6.0 percent plus the Corporation’s Method 2 G-SIB surcharge of 3.0 percent. The long-term debt leverage exposure regulatory minimum is 4.5 percent.

(4)The approach that yields the higher RWA is used to calculate TLAC and long-term debt ratios, which was the Standardized approach as of September 30, 2025 and December 31, 2024.

Regulatory Developments

On October 24, 2025, the Federal Reserve issued two notices of proposed rulemaking (NPRs) related to its annual stress test. The first NPR requests comment on the hypothetical scenarios that will be used in the upcoming 2026 supervisory stress test. The second NPR requests comment on the models the Federal Reserve uses to conduct the supervisory stress test, including proposed updates that would be implemented in 2026. It also outlines proposed changes to the broader stress testing framework and codifies an enhanced disclosure process under which the Federal Reserve would annually publish and invite public comment on stress test scenarios, models and material changes to those models.

On June 27, 2025, the Federal Reserve issued an NPR that would modify enhanced supplementary leverage ratio requirements for bank holding companies and their depository institution subsidiaries, with corresponding revisions to TLAC and long-term debt requirements. Under this NPR, static buffer requirements would be replaced with a dynamic buffer requirement equal to 50 percent of the G-SIB’s Method 1 surcharge, which is expected to reduce leverage-based capital requirements. For more information on Method 1 and Method 2, see Minimum Capital Requirements in this section.

On April 17, 2025, the Federal Reserve issued an NPR to modify the capital plan rule and SCB requirements. Under this NPR, results from the two most recent annual supervisory stress tests would be averaged to determine the Corporation’s SCB requirement. In addition, the annual effective date of the SCB requirement would change from October 1st of the current year to January 1st of the following year, providing banks with additional time to comply with their new capital requirements.

Regulatory Capital and Securities Regulation

The Corporation’s principal U.S. broker-dealer subsidiaries are BofA Securities, Inc. (BofAS) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S). The Corporation's principal European subsidiaries undertaking broker-dealer activities are Merrill Lynch International (MLI) and BofA Securities Europe SA (BofASE).

The U.S. broker-dealer subsidiaries are subject to the net capital requirements of Rule 15c3-1 under the Exchange Act. BofAS computes its capital requirements as an alternative net capital broker-dealer under Rule 15c3-1(a)(7) and Rule 15c3-1e, which permit the use of SEC-approved models, and MLPF&S computes its capital requirements in accordance with the alternative standard under Rule 15c3-1. BofAS is registered as

a futures commission merchant and is subject to Commodity Futures Trading Commission (CFTC) Regulation 1.17. The U.S. broker-dealer subsidiaries are also registered with the Financial Industry Regulatory Authority, Inc. (FINRA). Pursuant to FINRA Rule 4110, FINRA may impose higher net capital requirements than Rule 15c3-1 under the Exchange Act with respect to each of the broker-dealers.

BofAS provides institutional services, and in accordance with the alternative net capital requirements, is required to maintain tentative net capital in excess of $5.0 billion and net capital in excess of the greater of $1.0 billion or a certain percentage of its reserve requirement in addition to a certain percentage of securities-based swap risk margin. BofAS must also notify the SEC in the event its tentative net capital is less than $6.0 billion. BofAS is also required to hold a certain percentage of its customers' and affiliates' risk-based margin in order to meet its CFTC minimum net capital requirement. At September 30, 2025, BofAS had tentative net capital of $24.0 billion. BofAS also had regulatory net capital of $18.6 billion, which exceeded the minimum requirement of $5.1 billion.

MLPF&S provides retail services. At September 30, 2025, MLPF&S' regulatory net capital was $7.2 billion, which exceeded the minimum requirement of 174 million.

Our European broker-dealers are subject to requirements from U.S. and non-U.S. regulators. MLI, a U.K. investment firm, is regulated by the Prudential Regulation Authority and the Financial Conduct Authority and is subject to certain regulatory capital requirements. At September 30, 2025, MLI’s capital resources were $33.4 billion, which exceeded the minimum Pillar 1 requirement of $14.0 billion.

BofASE, an authorized credit institution with its head office located in France, is regulated by the Autorité de Contrôle Prudentiel et de Résolution and the Autorité des Marchés Financiers, and supervised under the Single Supervisory Mechanism by the European Central Bank. At September 30, 2025, BofASE's capital resources were $12.4 billion, which exceeded the minimum Pillar 1 requirement of $3.8 billion.

In addition, MLI and BofASE remained conditionally registered with the SEC as security-based swap dealers, and maintained net liquid assets at September 30, 2025 that exceeded the applicable minimum requirements under the Exchange Act. The entities are also registered as swap dealers with the CFTC and met applicable capital requirements at September 30, 2025.