Bank of America (NYSE: BAC) grants major stock unit awards to top lawyer

Rhea-AI Filing Summary

Mogensen Lauren A reported acquisition or exercise transactions in this Form 4 filing.

Bank of America Corporation’s Global General Counsel, Lauren A. Mogensen, reported equity awards tied to the company’s stock. On 02/13/2026 she received 76,909 2026 Performance Restricted Stock Units, which can pay out between 0% and 150% of target based on three-year performance from January 1, 2026 through December 31, 2028, with any earned shares settling on March 1, 2029.

She also received two time-based 2026 Restricted Stock Unit grants covering 38,454 and 38,455 units, which vest in four equal annual installments starting February 15, 2027; one grant is settled in cash and the other in shares. After these awards, she directly beneficially owns 501,789 shares of Bank of America 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^*

Mogensen Lauren A

(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)
	Global General Counsel

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								501,789	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		76,909		(2)	(2)	Common Stock	76,909	(1)	76,909	D
2026 Restricted Stock Units	(3)	02/13/2026		A		38,454		(4)	02/15/2030	Common Stock	38,454	(3)	38,454	D
2026 Restricted Stock Units	(1)	02/13/2026		A		38,455		(5)	02/15/2030	Common Stock	38,455	(1)	38,455	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.

	Lauren A. Mogensen / Michael P. Lapp POA	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BAC’s Global General Counsel report on this Form 4?

Lauren A. Mogensen reported receiving three equity awards tied to Bank of America common stock: 76,909 2026 Performance Restricted Stock Units and two 2026 Restricted Stock Unit grants for 38,454 and 38,455 units, all awarded on February 13, 2026 under the company’s equity plan.

How do the 2026 Performance Restricted Stock Units for BAC’s Lauren Mogensen work?

The 76,909 2026 Performance Restricted Stock Units represent a target award. Actual payout, in shares on March 1, 2029, can range from 0% to 150% of target based on Bank of America’s three-year average return on assets and adjusted tangible book value growth from 2026-2028.

When do Lauren Mogensen’s 2026 Restricted Stock Units at BAC vest?

Both 2026 Restricted Stock Unit grants, for 38,454 and 38,455 units, vest in four equal annual installments beginning February 15, 2027. One award is settled in cash and the other in shares, all under Bank of America’s equity plan exempt under Rule 16b-3(d).

Are Lauren Mogensen’s BAC equity awards open-market purchases or grants?

They are grants, not open-market purchases. The Form 4 lists transaction code “A” for all derivative transactions, indicating awards or other acquisitions under Bank of America’s equity plan, rather than stock bought on the market, and notes Rule 16b-3(d) exemptions for these transactions.

How many Bank of America common shares does Lauren Mogensen beneficially own after these awards?

Following the reported transactions, Lauren A. Mogensen beneficially owns 501,789 shares of Bank of America common stock directly. This share figure is reported in the non-derivative table as the amount of common stock beneficially owned after the transactions on February 13, 2026.

What performance metrics determine Lauren Mogensen’s BAC performance stock unit payout?

Half of the 2026 Performance Restricted Stock Units depend on Bank of America’s three-year average return on assets, and half on three-year average growth in adjusted tangible book value, measured from January 1, 2026 through December 31, 2028, determining between 0% and 150% of target payout.