Bernard Mensah (BAC) records large equity award vesting and tax share offsets

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Rhea-AI Filing Summary

Bank of America (BAC) President of International Bernard A. Mensah reported a series of equity award vestings and related share movements. On February 15, 2026, multiple grants of restricted stock units and phantom stock units from 2018 through 2023 vested and were exercised, each unit representing or being economically equivalent to one share of common stock.

The Form 4 shows non‑derivative common stock acquired through these exercises and corresponding dispositions coded "F" and "D" at a price of $52.55 per share to satisfy tax withholding obligations and a disposition to the issuer. After all transactions, Mensah directly held 264,184 shares of Bank of America common stock.

Footnotes explain that these awards vest in scheduled annual installments, with the net shares from each installment generally subject to an additional twelve‑month holding period after vesting, highlighting that the activity reflects long‑term incentive compensation, not open‑market trading.

Insider Trade Summary

Net Buyer: 94,595 shares

Net Buy 50 txns

Insider Mensah Bernard A

Role President of International

Type	Security	Shares	Price	Value
Exercise	Vested Restricted Stock Units	25,346	$0.00	$0.00
Exercise	2019 Restricted Stock Units	29,764	$0.00	$0.00
Exercise	Vested Restricted Stock Units	29,764	$0.00	$0.00
Exercise	Vested Restricted Stock Units	29,763	$0.00	$0.00
Exercise	Restricted Stock Units	18,000	$0.00	$0.00
Exercise	Vested Restricted Stock Units	18,000	$0.00	$0.00
Exercise	Vested Restricted Stock Units	18,000	$0.00	$0.00
Exercise	2020 Restricted Stock Units	24,966	$0.00	$0.00
Exercise	Vested Restricted Stock Units	24,966	$0.00	$0.00
Exercise	Vested Restricted Stock Units	24,966	$0.00	$0.00
Exercise	2021 Restricted Stock Units	14,191	$0.00	$0.00
Exercise	Vested Restricted Stock Units	14,191	$0.00	$0.00
Exercise	Vested Restricted Stock Units	14,190	$0.00	$0.00
Exercise	2021 Restricted Stock Units	16,435	$0.00	$0.00
Exercise	Vested Restricted Stock Units	16,435	$0.00	$0.00
Exercise	Vested Restricted Stock Units	16,435	$0.00	$0.00
Exercise	Restricted Stock Units	10,000	$0.00	$0.00
Exercise	Vested Restricted Stock Units	10,000	$0.00	$0.00
Exercise	Vested Restricted Stock Units	10,000	$0.00	$0.00
Exercise	Phantom Stock Units	12,000	$0.00	$0.00
Exercise	Vested Phantom Stock Units	12,000	$0.00	$0.00
Exercise	Vested Phantom Stock Units	12,000	$0.00	$0.00
Exercise	2022 Restricted Stock Units	29,788	$0.00	$0.00
Exercise	Vested Restricted Stock Units	29,788	$0.00	$0.00
Exercise	Vested Restricted Stock Units	29,787	$0.00	$0.00
Exercise	Restricted Stock Units	10,000	$0.00	$0.00
Exercise	Vested Restricted Stock Units	10,000	$0.00	$0.00
Exercise	Vested Restricted Stock Units	10,000	$0.00	$0.00
Exercise	2023 Restricted Stock Units	17,521	$0.00	$0.00
Exercise	Vested Restricted Stock Units	17,521	$0.00	$0.00
Exercise	Common Stock	25,346	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	11,913	$52.55	$626K
Exercise	Common Stock	29,763	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	13,989	$52.55	$735K
Exercise	Common Stock	18,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,460	$52.55	$445K
Exercise	Common Stock	24,966	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	11,735	$52.55	$617K
Exercise	Common Stock	14,190	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	6,670	$52.55	$351K
Exercise	Common Stock	16,435	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,725	$52.55	$406K
Exercise	Common Stock	10,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,700	$52.55	$247K
Exercise	Common Stock	12,000	$0.00	$0.00
Disposition	Common Stock	12,000	$52.55	$631K
Exercise	Common Stock	29,787	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	14,000	$52.55	$736K
Exercise	Common Stock	10,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,700	$52.55	$247K

Holdings After Transaction: Vested Restricted Stock Units — 170,665 shares (Direct); 2019 Restricted Stock Units — 0 shares (Direct); Restricted Stock Units — 86,000 shares (Direct); 2020 Restricted Stock Units — 24,966 shares (Direct); 2021 Restricted Stock Units — 61,252 shares (Direct); Phantom Stock Units — 36,000 shares (Direct); Vested Phantom Stock Units — 12,000 shares (Direct); 2022 Restricted Stock Units — 89,364 shares (Direct); 2023 Restricted Stock Units — 70,087 shares (Direct); Common Stock — 264,184 shares (Direct)

Footnotes (11)

F1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
F2. Disposition of shares to the issuer to satisfy a tax withholding obligation.
F3. Each phantom stock unit is the economic equivalent of one share of Bank of America Corporation common stock.
F4. On February 15, 2018, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2021. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.
F5. On February 15, 2019, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2022. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.
F6. On February 15, 2019, the reporting person was granted units, with 40% vesting on February 15, 2022 and the remaining 60% vesting in five equal annual installments commencing on February 15, 2024. 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.
F7. On February 14, 2020, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2023. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.
F8. On February 12, 2021, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2024. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.
F9. On February 12, 2021, the reporting person was granted phantom units, with 40% vesting on February 15, 2023 and the remaining 60% vesting in five equal annual installments commencing on February 15, 2025. 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.
F10. On February 15, 2022, the reporting person was granted units, vesting in five equal annual installments commencing February 15, 2025. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.
F11. On February 15, 2023, the reporting person was granted units, vesting in five equal annual installments commencing February 15, 2026. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/18/2026 - 06:49 PM

FAQ

What did BAC executive Bernard Mensah report in this Form 4 for Bank of America (BAC)?

Bernard Mensah reported vesting and exercise of multiple restricted stock and phantom stock unit awards, plus related share dispositions for taxes. The activity reflects scheduled long-term incentive compensation rather than open-market buying or selling of Bank of America common stock.

How many Bank of America (BAC) shares does Bernard Mensah hold after these Form 4 transactions?

After the reported transactions, Bernard Mensah directly holds 264,184 shares of Bank of America common stock. This figure reflects equity award vesting, exercises, and related tax-withholding and issuer disposition entries recorded on February 15, 2026 in the Form 4.

Were the Bank of America (BAC) Form 4 dispositions open-market sales by Bernard Mensah?

No, the dispositions were not open-market sales. Footnotes state the F-coded transactions were shares delivered to Bank of America to satisfy tax withholding obligations, and the D-coded transaction was a disposition to the issuer, all tied to vested equity awards.

What do the restricted stock units in Bernard Mensah’s Bank of America (BAC) filing represent?

Each restricted stock unit represents a contingent right to receive one share of Bank of America common stock. These units vest over multi-year schedules, and upon vesting they convert into common shares, subject to tax withholding and an additional twelve-month holding period on the net shares.

What are phantom stock units in the Bank of America (BAC) Form 4 for Bernard Mensah?

Each phantom stock unit is the economic equivalent of one Bank of America common share. When these phantom units vest, they are settled in a manner tied to the value of common stock, with shares often withheld to cover taxes as described in the Form 4 footnotes.

Over what period were Bernard Mensah’s Bank of America (BAC) equity awards originally granted?

The equity awards in this Form 4 stem from grants made between February 2018 and February 2023. Each grant vests in scheduled installments over several years, with the net vested shares generally subject to an additional twelve-month holding period after each vesting date.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Mensah Bernard A

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

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)
	President of International

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		M		25,346	A	⁽¹⁾	194,935	D
Common Stock	02/15/2026		F		11,913⁽²⁾	D	$52.55	183,022	D
Common Stock	02/15/2026		M		29,763	A	⁽¹⁾	212,785	D
Common Stock	02/15/2026		F		13,989⁽²⁾	D	$52.55	198,796	D
Common Stock	02/15/2026		M		18,000	A	⁽¹⁾	216,796	D
Common Stock	02/15/2026		F		8,460⁽²⁾	D	$52.55	208,336	D
Common Stock	02/15/2026		M		24,966	A	⁽¹⁾	233,302	D
Common Stock	02/15/2026		F		11,735⁽²⁾	D	$52.55	221,567	D
Common Stock	02/15/2026		M		14,190	A	⁽¹⁾	235,757	D
Common Stock	02/15/2026		F		6,670⁽²⁾	D	$52.55	229,087	D
Common Stock	02/15/2026		M		16,435	A	⁽¹⁾	245,522	D
Common Stock	02/15/2026		F		7,725⁽²⁾	D	$52.55	237,797	D
Common Stock	02/15/2026		M		10,000	A	⁽¹⁾	247,797	D
Common Stock	02/15/2026		F		4,700⁽²⁾	D	$52.55	243,097	D
Common Stock	02/15/2026		M		12,000	A	⁽³⁾	255,097	D
Common Stock	02/15/2026		D		12,000	D	$52.55	243,097	D
Common Stock	02/15/2026		M		29,787	A	⁽¹⁾	272,884	D
Common Stock	02/15/2026		F		14,000⁽²⁾	D	$52.55	258,884	D
Common Stock	02/15/2026		M		10,000	A	⁽¹⁾	268,884	D
Common Stock	02/15/2026		F		4,700⁽²⁾	D	$52.55	264,184	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			25,346	⁽⁴⁾	02/15/2026	Common Stock	25,346	⁽¹⁾	0	D
2019 Restricted Stock Units	⁽¹⁾	02/15/2026		M			29,764	⁽⁵⁾	⁽⁵⁾	Common Stock	29,764	⁽¹⁾	0	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		29,764		⁽⁵⁾	02/15/2027	Common Stock	29,764	⁽¹⁾	59,527	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			29,763	⁽⁵⁾	02/15/2027	Common Stock	29,763	⁽¹⁾	29,764	D
Restricted Stock Units	⁽¹⁾	02/15/2026		M			18,000	⁽⁶⁾	⁽⁶⁾	Common Stock	18,000	⁽¹⁾	36,000	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		18,000		⁽⁶⁾	02/15/2029	Common Stock	18,000	⁽¹⁾	36,000	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			18,000	⁽⁶⁾	02/15/2029	Common Stock	18,000	⁽¹⁾	18,000	D
2020 Restricted Stock Units	⁽¹⁾	02/15/2026		M			24,966	⁽⁷⁾	⁽⁷⁾	Common Stock	24,966	⁽¹⁾	24,966	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		24,966		⁽⁷⁾	02/15/2028	Common Stock	24,966	⁽¹⁾	49,932	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			24,966	⁽⁷⁾	02/15/2028	Common Stock	24,966	⁽¹⁾	24,966	D
2021 Restricted Stock Units	⁽¹⁾	02/15/2026		M			14,191	⁽⁸⁾	⁽⁸⁾	Common Stock	14,191	⁽¹⁾	28,381	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		14,191		⁽⁸⁾	02/15/2029	Common Stock	14,191	⁽¹⁾	28,381	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			14,190	⁽⁸⁾	02/15/2029	Common Stock	14,190	⁽¹⁾	14,191	D
2021 Restricted Stock Units	⁽¹⁾	02/15/2026		M			16,435	⁽⁸⁾	⁽⁸⁾	Common Stock	16,435	⁽¹⁾	32,871	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		16,435		⁽⁸⁾	02/15/2029	Common Stock	16,435	⁽¹⁾	32,870	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			16,435	⁽⁸⁾	02/15/2029	Common Stock	16,435	⁽¹⁾	16,435	D
Restricted Stock Units	⁽¹⁾	02/15/2026		M			10,000	⁽⁸⁾	⁽⁸⁾	Common Stock	10,000	⁽¹⁾	20,000	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		10,000		⁽⁸⁾	02/15/2029	Common Stock	10,000	⁽¹⁾	20,000	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			10,000	⁽⁸⁾	02/15/2029	Common Stock	10,000	⁽¹⁾	10,000	D
Phantom Stock Units	⁽³⁾	02/15/2026		M			12,000	⁽⁹⁾	⁽⁹⁾	Common Stock	12,000	⁽³⁾	36,000	D
Vested Phantom Stock Units	⁽³⁾	02/15/2026		M		12,000		⁽⁹⁾	02/15/2030	Common Stock	12,000	⁽³⁾	24,000	D
Vested Phantom Stock Units	⁽³⁾	02/15/2026		M			12,000	⁽⁹⁾	02/15/2030	Common Stock	12,000	⁽³⁾	12,000	D
2022 Restricted Stock Units	⁽¹⁾	02/15/2026		M			29,788	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	29,788	⁽¹⁾	89,364	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		29,788		⁽¹⁰⁾	02/15/2030	Common Stock	29,788	⁽¹⁾	59,575	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			29,787	⁽¹⁰⁾	02/15/2030	Common Stock	29,787	⁽¹⁾	29,788	D
Restricted Stock Units	⁽¹⁾	02/15/2026		M			10,000	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,000	⁽¹⁾	30,000	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		10,000		⁽¹⁰⁾	02/15/2030	Common Stock	10,000	⁽¹⁾	20,000	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M			10,000	⁽¹⁰⁾	02/15/2030	Common Stock	10,000	⁽¹⁾	10,000	D
2023 Restricted Stock Units	⁽¹⁾	02/15/2026		M			17,521	⁽¹¹⁾	⁽¹¹⁾	Common Stock	17,521	⁽¹⁾	70,087	D
Vested Restricted Stock Units	⁽¹⁾	02/15/2026		M		17,521		⁽¹¹⁾	02/15/2031	Common Stock	17,521	⁽¹⁾	17,521	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 phantom stock unit is the economic equivalent of one share of Bank of America Corporation common stock.

4. On February 15, 2018, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2021. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

5. On February 15, 2019, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2022. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

6. On February 15, 2019, the reporting person was granted units, with 40% vesting on February 15, 2022 and the remaining 60% vesting in five equal annual installments commencing on February 15, 2024. 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 14, 2020, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2023. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

8. On February 12, 2021, the reporting person was granted units, vesting in five equal annual installments commencing on February 15, 2024. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

9. On February 12, 2021, the reporting person was granted phantom units, with 40% vesting on February 15, 2023 and the remaining 60% vesting in five equal annual installments commencing on February 15, 2025. 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.

10. On February 15, 2022, the reporting person was granted units, vesting in five equal annual installments commencing February 15, 2025. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

11. On February 15, 2023, the reporting person was granted units, vesting in five equal annual installments commencing February 15, 2026. The net amount of each installment after any applicable tax withholding is subject to an additional twelve-month holding period after vesting.

	Bernard A. Mensah / Michael P. Lapp POA	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR