Bank of America (BAC) co-president settles 2023 performance stock units

Rhea-AI Filing Summary

Bank of America Co-President Dean C. Athanasia exercised 107,411 2023 Performance Restricted Stock Units into common stock on March 1, 2026, at no exercise price. To cover tax withholding, 52,137 common shares were delivered back to the company at $49.83 per share, leaving 695,099 common shares directly owned. The units were granted in February 2023 and were earned at 100% of target based on three-year performance goals, with all earned units settled in shares and none remaining outstanding.

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^*

Athanasia Dean C

(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)
	Co-President

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		107,411	A	(1)	747,236	D
Common Stock	03/01/2026		F		52,137(2)	D	$49.83	695,099	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			107,411	(3)	(3)	Common Stock	107,411	(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.

	Dean C. Athanasia / 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 Co-President Dean C. Athanasia report?

Dean C. Athanasia reported exercising 107,411 2023 Performance Restricted Stock Units into common stock. On the same date, 52,137 shares of Bank of America common stock were disposed of to the issuer to satisfy tax withholding obligations related to this equity award.

How many Bank of America (BAC) shares does Dean C. Athanasia now own?

After the reported transactions, Dean C. Athanasia directly owns 695,099 shares of Bank of America common stock. This figure reflects the exercise of performance units and the share disposition to cover tax withholding on March 1, 2026.

What were the terms of the 2023 performance restricted stock units at BAC?

The 2023 performance restricted stock units were granted on February 15, 2023, with goals based on three-year average return on assets and three-year average growth in adjusted tangible book value from January 1, 2023 through December 31, 2025. For this period, 100% of the target amount was earned.

At what price were BAC shares used to satisfy tax withholding?

Shares used to satisfy the tax withholding obligation were valued at $49.83 per Bank of America common share. A total of 52,137 shares were delivered to the issuer at this price to cover the tax liability associated with the equity award settlement.

Did any 2023 performance units for BAC remain outstanding after settlement?

No performance units remained outstanding after settlement. All units earned for the 2023 performance restricted stock award were settled in Bank of America common shares on March 1, 2026, following achievement of 100% of the target performance goals for the measurement period.

What performance period determined the payout of BAC’s 2023 performance units?

The performance period for the 2023 performance units ran from January 1, 2023 through December 31, 2025. Company results over this three-year span for return on assets and adjusted tangible book value growth determined that 100% of the target units would be earned.