Bank of America (NYSE: BAC) CAO exercises RSUs with tax withholding

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Rhea-AI Filing Summary

Bank of America’s Chief Accounting Officer, Johnbull Okpara, reported several equity compensation moves. On February 15, 2026, he exercised 29,908 2025 Restricted Stock Units, receiving the same number of shares of common stock. To cover tax withholding, 15,269 common shares were delivered back to the company at $52.55 per share, leaving him with 27,749 common shares held directly.

On February 13, 2026, he received a new grant of 10,000 Restricted Stock Units under the Bank of America Corporation Equity Plan. According to the award terms, these units are settled in shares and vest in two equal annual installments commencing on February 15, 2029. The filing also lists a direct holding of 50,000 shares of Preferred Stock, Series DD.

Insider Trade Summary

Net Buyer: 14,639 shares

Net Buy 5 txns

Insider Okpara Johnbull

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	2025 Restricted Stock Units	29,908	$0.00	$0.00
Exercise	Common Stock	29,908	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	15,269	$52.55	$802K
Grant/Award	Restricted Stock Units	10,000	$0.00	$0.00
holding	Preferred Stock, Series DD	--	--	--

Holdings After Transaction: Restricted Stock Units — 10,000 shares (Direct); 2025 Restricted Stock Units — 89,725 shares (Direct); Common Stock — 27,749 shares (Direct); Preferred Stock, Series DD — 50,000 shares (Direct)

Footnotes (4)

F1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
F2. Disposition of shares to the issuer to satisfy a tax withholding obligation.
F3. 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 two equal annual installments commencing February 15, 2029.
F4. On February 14, 2025, the reporting person was granted units, vesting in shares in four equal annual installments commencing on February 15, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/18/2026 - 07:02 PM

FAQ

What insider transactions did BAC’s Chief Accounting Officer report?

Johnbull Okpara exercised 29,908 restricted stock units into common stock and had 15,269 shares withheld for taxes. He also received a new grant of 10,000 restricted stock units that will vest in two equal installments beginning February 15, 2029.

How many Bank of America (BAC) shares does the CAO hold after these trades?

After the reported transactions, Johnbull Okpara directly owns 27,749 shares of Bank of America common stock. The filing also shows a direct holding of 50,000 shares of Preferred Stock, Series DD, reflecting his post-transaction equity position in different classes.

Were any of the BAC shares sold on the open market in this Form 4?

No open-market sale is reported. The 15,269 common shares were disposed of to Bank of America to satisfy tax withholding obligations related to the restricted stock unit exercise, rather than being sold through market transactions to outside investors.

What new equity award did BAC grant to its Chief Accounting Officer?

Bank of America granted Johnbull Okpara 10,000 restricted stock units under its equity plan. Each unit represents a right to receive one share of common stock, vesting in two equal annual installments beginning February 15, 2029, subject to the award’s standard terms.

How are the newly granted BAC restricted stock units structured?

Each restricted stock unit represents a contingent right to receive one share of Bank of America common stock. The 10,000-unit grant vests in two equal annual installments starting February 15, 2029, and is settled in shares under the company’s equity compensation plan.

What does the tax-withholding disposition in the BAC Form 4 mean?

The tax-withholding disposition reflects 15,269 BAC common shares delivered back to the company to cover tax obligations from the restricted stock unit exercise. This method satisfies withholding requirements without requiring the executive to use separate cash to pay related taxes.

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^*

Okpara Johnbull

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

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 Accounting Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		M		29,908	A	⁽¹⁾	43,018	D
Common Stock	02/15/2026		F		15,269⁽²⁾	D	$52.55	27,749	D
Preferred Stock, Series DD								50,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/13/2026		A		10,000		⁽³⁾	02/15/2030	Common Stock	10,000	⁽¹⁾	10,000	D
2025 Restricted Stock Units	⁽¹⁾	02/15/2026		M			29,908	⁽⁴⁾	02/15/2029	Common Stock	29,908	⁽¹⁾	89,725	D

Explanation of Responses:

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

2. Disposition of shares to the issuer to satisfy a tax withholding obligation.

3. 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 two equal annual installments commencing February 15, 2029.

4. On February 14, 2025, the reporting person was granted units, vesting in shares in four equal annual installments commencing on February 15, 2026.

	Johnbull Okpara / Michael P. Lapp POA	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR