Bank of America (NYSE: BAC) director receives 5,365 phantom stock units as pay

Rhea-AI Filing Summary

Bank of America director Denise L. Ramos received a grant of 5,365.01 phantom stock units as annual compensation. Each unit is economically equivalent to one share of Bank of America common stock and was awarded at a stated price of $0.00 under the Director Deferral Plan.

The phantom stock units may be settled in cash upon her death or when her service as a director ends. After this grant and related activity, she holds a total of 84,672.57 phantom stock units, including 1,707.66 units acquired through dividend reinvestment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ramos Denise L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	5,365.01	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 84,672.57 shares (Direct)

Footnotes (3)

1. F1. Each phantom stock unit is the economic equivalent of one share of Bank of America Corporation common stock.
2. F2. Phantom stock units acquired represent payment of annual compensation for services as a director under the Bank of America Corporation Director Deferral Plan in transactions exempt under Rule 16b-3. Phantom stock units may be settled in cash upon death or termination of service as a director.
3. F3. Includes 1,707.66 phantom stock units acquired in dividend reinvestment transactions under the Bank of America Corporation Director Deferral Plan.

Key Figures

Phantom stock units granted: 5,365.01 units Total phantom stock units after transaction: 84,672.57 units Dividend reinvestment units: 1,707.66 units +2 more

5 metrics

Phantom stock units granted 5,365.01 units Annual director compensation grant on May 4, 2026

Total phantom stock units after transaction 84,672.57 units Holdings following the reported grant

Dividend reinvestment units 1,707.66 units Phantom units from dividend reinvestment in the plan

Transaction price per unit $0.00 per unit Compensation grant, not a market purchase

Underlying security 5,365.01 common-equivalent shares Each phantom unit equals one common share economically

Key Terms

Phantom Stock, Director Deferral Plan, Rule 16b-3

3 terms

Phantom Stock financial

"Each phantom stock unit is the economic equivalent of one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Director Deferral Plan financial

"under the Bank of America Corporation Director Deferral Plan"

A director deferral plan lets board members delay receiving part or all of their pay—typically fees or equity—until a later date, with the deferred amount converted to cash or units that are paid out on a set future date or event. For investors, it signals how a company manages present cash flow and aligns directors’ interests with long-term performance, while creating future payment obligations or possible share dilution when those deferred amounts are settled—like choosing to take a future pension or stock grant instead of a paycheck today.

Rule 16b-3 regulatory

"transactions exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/06/2026 - 06:13 PM Learn about SEC filing dates

FAQ

What did Bank of America (BAC) director Denise Ramos report in this Form 4?

Denise L. Ramos reported receiving a grant of 5,365.01 phantom stock units as part of her annual compensation for serving as a director. These units track the value of Bank of America common stock and are issued under the Director Deferral Plan.

How many phantom stock units does Denise Ramos hold after this BAC transaction?

Following this transaction, Denise L. Ramos holds a total of 84,672.57 phantom stock units. This total includes the new 5,365.01-unit grant and 1,707.66 units previously acquired through dividend reinvestment under the Bank of America Director Deferral Plan.

What are phantom stock units in the context of BAC’s Director Deferral Plan?

Phantom stock units are bookkeeping units that are economically equivalent to one share of Bank of America common stock. They mirror the stock’s value for compensation purposes but are typically settled in cash, not actual shares, at specified future events.

When can Denise Ramos’s Bank of America phantom stock units be settled?

The phantom stock units may be settled in cash upon death or termination of Denise Ramos’s service as a director. Until then, the units track the value of Bank of America common stock under the company’s Director Deferral Plan.

Is this Bank of America Form 4 a market purchase or sale of BAC shares?

No, this Form 4 reflects a compensation-related grant of phantom stock units, not an open-market buy or sell of BAC shares. The units are part of director compensation and are exempt under Rule 16b-3.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Ramos Denise L

(Last) (First) (Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE NORTH CAROLINA 28255

(City) (State) (Zip)

UNITED STATES

(Country)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

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

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
Phantom Stock	$0(1)	05/04/2026		A		5,365.01		(2)	(2)	Common Stock	5,365.01	(1)	84,672.57(3)	D

Explanation of Responses:

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

2. Phantom stock units acquired represent payment of annual compensation for services as a director under the Bank of America Corporation Director Deferral Plan in transactions exempt under Rule 16b-3. Phantom stock units may be settled in cash upon death or termination of service as a director.

3. Includes 1,707.66 phantom stock units acquired in dividend reinvestment transactions under the Bank of America Corporation Director Deferral Plan.

	Denise L. Ramos / Michael P. Lapp POA	05/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)