Bank of America (NYSE: BAC) vice chair converts RSUs, withholds stock for taxes

Rhea-AI Filing Summary

Bank of America Corporation executive Bruce R. Thompson reported multiple equity award transactions. On February 15, 2026, he exercised and converted various restricted stock unit grants into common stock at a price of $0.00 per share, reflecting vesting of prior long‑term awards.

To cover tax withholding obligations tied to these vestings, shares of common stock were disposed of at $52.55 per share through transactions coded as tax‑withholding dispositions and certain dispositions to the issuer, rather than open‑market sales. Following these transactions, Thompson directly held 859,151 shares of Bank of America common stock and 40,000 shares of Preferred Stock, Series LL.

He also reported indirect holdings of 225,000 shares of common stock and 60,000 shares of Preferred Stock, Series NN, held by a trust. Each restricted stock unit or similar unit is described as economically equivalent to one share of Bank of America common stock, and the footnotes outline multi‑year vesting and post‑vesting holding schedules for the underlying awards.

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

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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^*

Thompson Bruce R.

(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, Head Ent Credit

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		18,000	A	(1)	767,780	D
Common Stock	02/15/2026		F		8,878(2)	D	$52.55	758,902	D
Common Stock	02/15/2026		M		36,163	A	(1)	795,065	D
Common Stock	02/15/2026		F		17,756(2)	D	$52.55	777,309	D
Common Stock	02/15/2026		M		20,265	A	(1)	797,574	D
Common Stock	02/15/2026		F		9,859(2)	D	$52.55	787,715	D
Common Stock	02/15/2026		M		40,385	A	(1)	828,100	D
Common Stock	02/15/2026		F		19,619(2)	D	$52.55	808,481	D
Common Stock	02/15/2026		M		50,000	A	(1)	858,481	D
Common Stock	02/15/2026		F		24,297(2)	D	$52.55	834,184	D
Common Stock	02/15/2026		M		21,857	A	(1)	856,041	D
Common Stock	02/15/2026		F		10,608(2)	D	$52.55	845,433	D
Common Stock	02/15/2026		M		14,478	A	(1)	859,911	D
Common Stock	02/15/2026		F		7,020(2)	D	$52.55	852,891	D
Common Stock	02/15/2026		M		14,478	A	(3)	867,369	D
Common Stock	02/15/2026		D		14,478	D	$52.55	852,891	D
Common Stock	02/15/2026		M		12,150	A	(1)	865,041	D
Common Stock	02/15/2026		F		5,890(2)	D	$52.55	859,151	D
Common Stock	02/15/2026		M		12,150	A	(3)	871,301	D
Common Stock	02/15/2026		D		12,150	D	$52.55	859,151	D
Preferred Stock, Series LL								40,000	D
Common Stock								225,000	I	by Trust
Preferred Stock, Series NN								60,000	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
Restricted Stock Units	(1)	02/15/2026		M			18,000	(4)	(4)	Common Stock	18,000	(1)	0	D
Vested Restricted Stock Units	(1)	02/15/2026		M		18,000		(4)	02/15/2027	Common Stock	18,000	(1)	36,000	D
Vested Restricted Stock Units	(1)	02/15/2026		M			18,000	(4)	02/15/2027	Common Stock	18,000	(1)	18,000	D
Vested Restricted Stock Units	(1)	02/15/2026		M			36,163	(5)	02/15/2026	Common Stock	36,163	(1)	0	D
2021 Restricted Stock Units	(1)	02/15/2026		M			20,266	(6)	(6)	Common Stock	20,266	(1)	0	D
Vested Restricted Stock Units	(1)	02/15/2026		M		20,266		(6)	02/15/2027	Common Stock	20,266	(1)	40,531	D
Vested Restricted Stock Units	(1)	02/15/2026		M			20,265	(6)	02/15/2027	Common Stock	20,265	(1)	20,266	D
2022 Restricted Stock Units	(1)	02/15/2026		M			40,385	(7)	02/15/2026	Common Stock	40,385	(1)	0	D
Restricted Stock Units	(1)	02/15/2026		M			50,000	(8)	02/15/2026	Common Stock	50,000	(1)	0	D
2023 Restricted Stock Units	(1)	02/15/2026		M			21,857	(9)	02/15/2027	Common Stock	21,857	(1)	21,857	D
2024 Restricted Stock Units	(1)	02/15/2026		M			14,478	(10)	02/15/2028	Common Stock	14,478	(1)	28,957	D
2024 Restricted Stock Units	(3)	02/15/2026		M			14,478	(11)	02/15/2028	Common Stock	14,478	(3)	28,956	D
2025 Restricted Stock Units	(1)	02/15/2026		M			12,150	(12)	02/15/2029	Common Stock	12,150	(1)	36,451	D
2025 Restricted Stock Units	(3)	02/15/2026		M			12,150	(13)	02/15/2029	Common Stock	12,150	(3)	36,451	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. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.

4. On February 15, 2019, the reporting person was granted units, with 40% vesting on February 15, 2022 and the remaining 60% vesting in five annual installments of 10%, 14%, 12%, 12%, and 12%, respectively, commencing on February 15, 2022. The net amount of each of the five installments after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

5. On February 14, 2020, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2021. The net amount of each of the five installments after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

6. On February 12, 2021, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2022. The net amount of each of the five installments after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

7. On February 15, 2022, the reporting person was granted units, vesting in four equal annual installments commencing on February 15, 2023.

8. On February 15, 2022, the reporting person was granted units, vesting in two equal annual installments commencing on February 15, 2025.

9. On February 15, 2023, the reporting person was granted units, vesting in four equal annual installments commencing on February 15, 2024.

10. On February 15, 2024, the reporting person was granted units, vesting in shares in four equal annual installments commencing on February 15, 2025.

11. On February 15, 2024, the reporting person was granted units, vesting in cash in four equal annual installments commencing on February 15, 2025.

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

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

	Bruce R. Thompson / Michael P. Lapp POA	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BAC executive Bruce R. Thompson report?

Bruce R. Thompson reported multiple equity award transactions, mainly exercises and conversions of restricted stock units into Bank of America common stock. He also reported related share dispositions used to satisfy tax withholding obligations and certain dispositions to the issuer, rather than open‑market selling.

How many Bank of America common shares does Bruce R. Thompson hold after this Form 4?

After the reported transactions, Bruce R. Thompson directly holds 859,151 shares of Bank of America common stock. He also has indirect ownership of 225,000 additional common shares held by a trust, as disclosed under indirect ownership on the Form 4 filing.

Were Bruce R. Thompson’s BAC stock dispositions open‑market sales?

The dispositions reported are labeled as tax‑withholding and dispositions to the issuer, not open‑market sales. Shares were delivered at $52.55 per share to satisfy exercise price or tax liabilities associated with vesting and conversion of restricted stock unit awards.

What restricted stock unit activity did BAC report for Bruce R. Thompson?

The filing shows exercises and conversions of several restricted stock unit grants, including awards from 2019 through 2025. Each unit is economically equivalent to one share of Bank of America common stock and vests over multi‑year schedules with additional post‑vesting holding requirements.

What preferred stock holdings does Bruce R. Thompson report at Bank of America?

Bruce R. Thompson reports direct ownership of 40,000 shares of Bank of America Preferred Stock, Series LL. He also reports indirect ownership, through a trust, of 60,000 shares of Preferred Stock, Series NN, as of the date of the Form 4 transactions.

How are Bruce R. Thompson’s indirect BAC holdings structured?

Indirect holdings are reported as owned "by Trust" on the Form 4. These include 225,000 shares of Bank of America common stock and 60,000 shares of Preferred Stock, Series NN, indicating the securities are held through a trust associated with the reporting person.