Form 4: Bank of America Reports Nuveen Fund Share Trades

Bank of America and Merrill Lynch reported a series of purchases and a subsequent sale of Nuveen Municipal Credit Income Fund common stock, resulting in zero net beneficial ownership.

Summary

• Bank of America Corporation and its subsidiary Merrill Lynch, Pierce, Fenner & Smith Incorporated, as 10% owners, reported transactions in Nuveen Municipal Credit Income Fund common stock.
• On August 19, 2025, a total of 2,100 shares were purchased through four separate transactions: 1,400 shares at $11.8085, 300 shares at $11.805, 300 shares at $11.805, and 100 shares at $11.805.
• Immediately following these purchases on August 19, 2025, all 2,100 shares were sold at $11.86 per share.
• Following these reported transactions, the reporting persons beneficially own 0 shares of the issuer's common stock.
• The filing includes disclaimers regarding beneficial ownership, group formation under Section 13(d), and a statement that any profit potentially recoverable under Section 16(b) will be remitted to the Issuer, without conceding 10% owner status or Section 16(a) applicability.

Sentiment

Score: 5

Explanation: The filing is a standard regulatory disclosure of insider trading activity. It reports a series of purchases and an immediate sale, resulting in no net change in beneficial ownership. The disclaimers and commitment to remit potential short-swing profits indicate a focus on compliance rather than a strong positive or negative signal about the issuer's performance or outlook.

Positives

• Transparency provided through the filing of insider trading activities.
• Commitment to remit any potential short-swing profits to the issuer, demonstrating compliance intent.

Negatives

• The reported transactions on August 19, 2025, show a simultaneous purchase and sale of the same number of shares, which could indicate a rebalancing or specific trading strategy rather than a long-term investment.
• The reporting persons disclaim beneficial ownership beyond pecuniary interest and deny acting as a group, which might indicate a cautious stance regarding their relationship with the issuer.

Risks

• Potential for short-swing profit recovery under Section 16(b) of the Exchange Act, although the reporting persons disclaim liability and state any such profit would be remitted.
• Risk of misinterpretation of the reporting persons' relationship with the issuer due to disclaimers regarding 10% beneficial ownership and group formation.

Future Outlook

NA

Management Comments

• This statement is jointly filed by Bank of America Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") (collectively, the "Reporting Persons").
• Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose.
• Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
• Without conceding its status as a greater than 10% beneficial owner or that the reported transactions are subject to disclosure under Section 16(a) of the Exchange Act or short-swing profit recovery under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) will be remitted to the Issuer.

Industry Context

This filing provides transparency into the trading activities of a significant institutional investor (Bank of America/Merrill Lynch) in a specific municipal credit income fund. Such filings are standard for large financial institutions that hold significant stakes or engage in trading activities across various funds and companies, reflecting their portfolio management or market-making functions rather than a specific industry trend for the issuer.

Comparison to Industry Standards

• The filing adheres to the standard SEC Form 4 requirements for reporting changes in beneficial ownership by insiders (10% owners, directors, officers).
• The disclaimers regarding beneficial ownership and group formation are common practice for large institutional investors to limit potential liabilities under Sections 13(d) and 16 of the Exchange Act, similar to how other large asset managers or banks might file.
• The commitment to remit potential short-swing profits aligns with compliance best practices for entities that might inadvertently trigger Section 16(b) obligations.

Corporate Governance

Legal Proceedings

• Potential for short-swing profit recovery by the Issuer under Section 16(b) of the Exchange Act, although the reporting persons disclaim liability and state any such profit would be remitted.

Related Party Transactions

• Bank of America Corporation holds an indirect interest in the securities through its 100% ownership of its subsidiary, Merrill Lynch, Pierce, Fenner & Smith Inc., making their joint filing and transactions a related party matter in terms of reporting structure.

Stakeholder Impact

• Shareholders: Provides transparency regarding trading activities by a significant institutional investor, which can inform investment decisions.
• Regulatory Authorities: Ensures compliance with Section 16(a) reporting requirements for insider transactions.
• Company (Nuveen Municipal Credit Income Fund): Benefits from the transparency and the commitment to remit any potential short-swing profits, which could enhance corporate governance perception.

Key Dates

Keywords

Nuveen Municipal Credit Income Fund, NZF, Bank of America, Merrill Lynch, Form 4, insider trading, beneficial ownership, Section 16, common stock, share transactions