Bank of America (BAC) ops chief settles 2023 performance stock units, with tax shares withheld

Rhea-AI Filing Summary

Bank of America Chief Operations Executive Thomas M. Scrivener reported equity award activity involving performance-based stock units and common stock. On March 1, 2026, he exercised 37,469 2023 Performance Restricted Stock Units, each convertible into one share of common stock at $0.00 per unit, earning 100% of the target based on three-year performance goals. These units were settled entirely in common shares, increasing his direct common stock holdings by 37,469 shares to 294,466 shares. On the same date, 16,493 common shares at $49.83 per share were withheld and disposed of back to the issuer to satisfy tax withholding obligations related to this award, leaving him with 277,973 directly owned common shares.

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)
03/01/2026

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	03/01/2026		M		37,469	A	(1)	294,466	D
Common Stock	03/01/2026		F		16,493(2)	D	$49.83	277,973	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
2023 Performance Restricted Stock Units	(1)	03/01/2026		M			37,469	(3)	(3)	Common Stock	37,469	(1)	0	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. On February 15, 2023, the reporting person was granted units, subject to the Company's attainment of 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, 2023 and ending December 31, 2025. For the performance period, an amount equaling 100% of the target was earned. All units earned were settled in shares on March 1, 2026, and no units remain outstanding.

	Thomas M. Scrivener / Michael P. Lapp POA	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BAC executive Thomas M. Scrivener report?

Thomas M. Scrivener reported exercising 37,469 2023 Performance Restricted Stock Units into common stock and a related tax-withholding disposition of 16,493 common shares. These transactions reflect the settlement of a performance-based equity award entirely in Bank of America common stock.

How many Bank of America (BAC) shares did Scrivener acquire through the award settlement?

Scrivener acquired 37,469 Bank of America common shares by exercising 2023 Performance Restricted Stock Units at $0.00 per unit. Each unit represented a contingent right to receive one share, earned at 100% of target based on three-year performance goals ending December 31, 2025.

What was the purpose of the 16,493 BAC shares disposed of by Scrivener?

The 16,493 Bank of America common shares were disposed of to the issuer to satisfy a tax withholding obligation. This disposition, priced at $49.83 per share, was reported with transaction code F, indicating payment of tax liability by delivering previously acquired securities.

What are the performance conditions tied to BAC’s 2023 Performance Restricted Stock Units?

The 2023 Performance Restricted Stock Units were based on Bank of America’s three-year average return on assets and three-year average growth in adjusted tangible book value. The performance period ran from January 1, 2023 to December 31, 2025, and 100% of the target amount was ultimately earned.

How many BAC common shares does Scrivener own after these transactions?

After the reported transactions, Thomas M. Scrivener directly owns 277,973 shares of Bank of America common stock. This balance reflects the 37,469 shares received from the unit conversion and the 16,493 shares delivered back to the issuer for tax withholding obligations.

Were any 2023 Performance Restricted Stock Units left outstanding for Scrivener at BAC?

No units remain outstanding from Scrivener’s 2023 Performance Restricted Stock Unit grant. All units earned for the performance period were settled in Bank of America common shares on March 1, 2026, fully exhausting that particular performance-based equity award.