SEC Division of Corporation Finance no-action letter: BofA Securities, Inc. et al.

Response of the Office of Mergers and Acquisitions Division of Corporation Finance January 23, 2026 Via Email Robert Plesnarski, Esq. O’Melveny & Myers LLP rplesnarski@omm.com Glen Rae Bank of America glen.a.rae@bofa.com Re: BofA Securities, Inc., et al.: Request for Section 13 Interpretive Guidance Incoming letter dated January 23, 2026 Dear Messrs. Plesnarski and Rae:
We are responding to your letter dated January 23, 2026, addressed to Tiffany Posil and Nicholas Panos. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter. Based on the facts and representations presented in your letter, the Division of Corporation Finance will not object if BofA determines it does not “act as” a “group,” as determined under Sections 13(d)(3) or 13(g)(3) of the Exchange Act, with any Counterparty to a Contract and thus is not required to report beneficial ownership together with any Counterparty as a single “person” as a consequence of entering into a Contract. In particular, we note the following representations:

• BofA’s entry into a Contract is undertaken in the ordinary course of its regular brokerage
  and banking business for strictly commercial purposes;
• The Contracts are arms-length commercial transactions between financial institutions,
  such as BofA, and sophisticated counterparties, and entered into to serve the Parties’ distinctly different objectives and motivations;