Form 4: Bank of America Reports Technical PNI Share Transactions

Bank of America and Merrill Lynch reported simultaneous acquisition and disposition of 105 PIMCO New York Municipal Income Fund II common shares at $6.5158, resulting in zero net beneficial ownership from these transactions.

Summary

• Bank of America Corporation and its subsidiary Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Reporting Persons") filed a Form 4 regarding transactions in common stock of PIMCO New York Municipal Income Fund II (PNI).
• On August 11, 2025, the Reporting Persons acquired 105 shares of PNI common stock at a price of $6.5158 per share. Following this acquisition, their beneficial ownership was reported as 105 shares.
• On the same date, August 11, 2025, the Reporting Persons disposed of 105 shares of PNI common stock at the same price of $6.5158 per share. Following this disposition, their beneficial ownership was reported as 0 shares.
• The transactions appear to be a technical adjustment, as the same number of shares were acquired and disposed of on the same day at the same price, resulting in no net change in their overall beneficial ownership from these specific reported transactions.
• The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest, if any.
• They also disclaim acting as a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
• Any potential profit recoverable by the Issuer under Section 16(b) of the Exchange Act, if the Reporting Persons were deemed greater than 10% beneficial owners and the transactions were subject to Section 16(b), will be remitted to the Issuer.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports a technical, simultaneous acquisition and disposition of shares at the same price, indicating a compliance-related adjustment rather than a directional investment or significant change in economic exposure.

Risks

• Potential for short-swing profit recovery under Section 16(b) of the Exchange Act if the Reporting Persons were deemed greater than 10% beneficial owners and the transactions were subject to this rule.
• Risk of misinterpretation of the filing as a directional investment decision, despite its technical nature.

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'). Bank of America Corporation holds an indirect interest in the securities listed in this Report by virtue of its 100% ownership of its subsidiary Merrill Lynch."
• "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 shortswing 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 is a routine compliance disclosure for insider transactions and does not provide insights into broader industry trends or competitive dynamics. It pertains specifically to the beneficial ownership reporting requirements for PIMCO New York Municipal Income Fund II.

Corporate Governance

Legal Proceedings

• Potential for short-swing profit recovery by the Issuer under Section 16(b) of the Exchange Act, which the Reporting Persons acknowledge they would remit if applicable, while disclaiming 10% owner status.

Related Party Transactions

• Bank of America Corporation holds an indirect interest in the reported securities through its 100% ownership of its subsidiary, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which are joint filers.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction appears technical and does not signal a directional investment or significant change in the company's financial health. The acknowledgment of potential Section 16(b) remittance protects the Issuer's interests.
• Regulatory Authorities: Provides required transparency regarding beneficial ownership changes and compliance with Section 16(a) reporting requirements.

Key Dates

Keywords

SEC Form 4, PIMCO New York Municipal Income Fund II, PNI, Bank of America, Merrill Lynch, insider transaction, beneficial ownership, Section 16, municipal income fund