Bank of America (NYSE: BAC) grants 2026 performance and restricted stock units

Rhea-AI Filing Summary

Bank of America Corporation granted equity awards to Chief Operations Executive Thomas M. Scrivener on February 13, 2026. He received 57,682 2026 Performance Restricted Stock Units, each representing a contingent right to one share, with performance measured from January 1, 2026 through December 31, 2028 and settlement in shares on March 1, 2029, if earned. The actual payout can range from 0% to 150% of this target amount.

He also acquired 28,841 2026 Restricted Stock Units that are cash-settled and vest in four equal annual installments starting February 15, 2027, plus another 28,841 2026 Restricted Stock Units that settle in shares on the same four-year vesting schedule. Following these grants, he directly beneficially owned 207,531 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Scrivener Thomas M

(Last) (First) (Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE NC 28255

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK OF AMERICA CORP /DE/ [ BAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operations Executive

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								207,531	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2026 Performance Restricted Stock Units	(1)	02/13/2026		A		57,682		(2)	(2)	Common Stock	57,682	(1)	57,682	D
2026 Restricted Stock Units	(3)	02/13/2026		A		28,841		(4)	02/15/2030	Common Stock	28,841	(3)	28,841	D
2026 Restricted Stock Units	(1)	02/13/2026		A		28,841		(5)	02/15/2030	Common Stock	28,841	(1)	28,841	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.

2. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are subject to the attainment of pre-established performance goals. One-half of the units have performance goals based on the Company's three-year average return on assets and one-half of the units have performance goals based on the Company's three-year average growth in adjusted tangible book value, both beginning on January 1, 2026 and ending December 31, 2028. To the extent earned, the award will be settled in shares on March 1, 2029. The reported number of units represents the "target" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 150% of the target, depending upon satisfaction of the performance goals.

3. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.

4. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are settled in cash and vest in four equal annual installments commencing February 15, 2027.

5. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are settled in shares and vest in four equal annual installments commencing February 15, 2027.

	Thomas M. Scrivener / Michael P. Lapp POA	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did BAC grant to Thomas M. Scrivener on February 13, 2026?

Bank of America granted Thomas M. Scrivener several 2026 equity awards, including performance and restricted stock units. The package combines share-settled and cash-settled units, aligning compensation with multi-year performance and service-based vesting, rather than immediate cash salary, over several future years.

How many 2026 Performance Restricted Stock Units did BAC’s operations chief receive?

Thomas M. Scrivener received 57,682 2026 Performance Restricted Stock Units from Bank of America. Each unit is a contingent right to one share, with final payout tied to three-year performance goals and payable in shares on March 1, 2029, if performance conditions are satisfied.

What performance goals determine BAC’s 2026 Performance RSU payout?

The 2026 Performance RSUs are tied to pre-established three-year performance goals. Half depend on Bank of America’s three-year average return on assets, and half on three-year average growth in adjusted tangible book value from January 1, 2026 through December 31, 2028, driving variable share settlement outcomes.

When do Thomas M. Scrivener’s 2026 Restricted Stock Units at BAC vest?

Both sets of 2026 Restricted Stock Units begin vesting on February 15, 2027. They vest in four equal annual installments, creating a staggered vesting schedule that extends through 2030 and encourages ongoing service, with one award settled in cash and another settled in Bank of America shares.

How are BAC’s 2026 Restricted Stock Units for Scrivener settled?

Scrivener’s 2026 Restricted Stock Units include two settlement types. One 28,841-unit award is settled in cash, while another 28,841-unit award is settled in Bank of America common stock, both subject to the same four-year annual vesting schedule starting February 15, 2027.

How many Bank of America common shares does Scrivener own after these grants?

After the reported transactions, Thomas M. Scrivener directly beneficially owned 207,531 shares of Bank of America common stock. This total reflects his common share holdings following the 2026 equity awards and provides a snapshot of his direct equity exposure to the company.