Bank of America (BAC) vice chair settles awards, withholds shares for tax

Rhea-AI Filing Summary

Bank of America vice chair Thong M. Nguyen exercised 99,917 2023 Performance Restricted Stock Units, which converted into an equal number of common shares. The common shares are held indirectly by a trust. To cover tax withholding, 55,165 common shares were delivered back to the issuer at $49.83 per share, a non‑market tax-withholding disposition rather than an open-market sale. Following these transactions, the trust’s indirect holdings reported were 363,827 common shares, with additional indirect holdings reported through other plans and trusts.

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^*

Nguyen Thong 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)
	Vice Chair, Gl Stra & Ent Plat

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		99,917	A	(1)	418,992	I	by Trust
Common Stock	03/01/2026		F		55,165(2)	D	$49.83	363,827	I	by Trust
Common Stock								343.976	I	401(k) Plan
Common Stock								215,000	I	by Trust
Common Stock								215,000	I	by Trust

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			99,917	(3)	(3)	Common Stock	99,917	(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.

	Thong M. Nguyen / Michael P. Lapp POA	03/03/2026
	** 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 executive Thong M. Nguyen report?

Thong M. Nguyen reported exercising 99,917 performance restricted stock units into Bank of America common stock. The resulting shares were held indirectly by a trust, with 55,165 shares delivered back to the issuer to satisfy tax withholding obligations at a price of $49.83 per share.

Were the BAC insider transactions open-market buys or sells?

The transactions were not open-market buys or sells. Nguyen exercised derivative awards into 99,917 common shares, then 55,165 of those shares were disposed of back to Bank of America solely to cover tax withholding, as indicated by the tax-withholding disposition code and related footnote.

How many Bank of America shares does the Nguyen trust hold after these transactions?

After the transactions, the reporting shows 363,827 Bank of America common shares held indirectly by a trust associated with Nguyen. Additional indirect holdings were also reported, including amounts held in a 401(k) plan and separate trust positions disclosed as of the same transaction date.

What are 2023 Performance Restricted Stock Units in the BAC filing?

The 2023 Performance Restricted Stock Units represent a right to receive one Bank of America share per unit if performance goals are met. Footnotes state the units were tied to three-year performance metrics, earned at 100% of target, and fully settled in shares on March 1, 2026 with no units remaining.

Why were 55,165 BAC shares disposed of in Nguyen’s Form 4?

The 55,165 Bank of America shares were delivered back to the issuer to satisfy tax withholding obligations related to the award settlement. The filing uses transaction code F and a footnote clarifying that this disposition was solely for payment of tax liabilities, not a discretionary market sale.

How are Nguyen’s BAC shares held according to the Form 4?

The Form 4 shows most Bank of America shares held indirectly, including by a trust and in a 401(k) plan. The trust’s indirect holdings after the reported transactions were 363,827 shares, with separate entries for additional trust and plan positions as of the same reporting date.