Bank of America (BAC) vice chair receives new performance and RSU grants

(Neutral)

Form Type

Rhea-AI Filing Summary

Thompson Bruce R. reported acquisition or exercise transactions in this Form 4 filing.

Bank of America Corporation reported an insider equity award for Bruce R. Thompson, Vice Chair and Head Enterprise Credit. On February 13, 2026, he received 108,955 2026 Performance Restricted Stock Units, each representing a contingent right to one share of common stock. These units are tied to pre-set performance goals based on three-year average return on assets and growth in adjusted tangible book value from January 1, 2026 through December 31, 2028, and, if earned, will settle in shares on March 1, 2029. He also received 54,477 2026 Restricted Stock Units that are cash-settled and 54,478 2026 Restricted Stock Units that are share-settled, both vesting in four equal annual installments starting February 15, 2027. Following these awards, he reports direct holdings of 749,780 shares of common stock and 40,000 shares of Preferred Stock, Series LL, plus indirect holdings via a trust of 225,000 shares of common stock and 60,000 shares of Preferred Stock, Series NN.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Thompson Bruce R.

Role Vice Chair, Head Ent Credit

Type	Security	Shares	Price	Value
Grant/Award	2026 Performance Restricted Stock Units	108,955	$0.00	$0.00
Grant/Award	2026 Restricted Stock Units	54,477	$0.00	$0.00
Grant/Award	2026 Restricted Stock Units	54,478	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Preferred Stock, Series LL	--	--	--
holding	Common Stock	--	--	--
holding	Preferred Stock, Series NN	--	--	--

Holdings After Transaction: 2026 Performance Restricted Stock Units — 108,955 shares (Direct); 2026 Restricted Stock Units — 108,955 shares (Direct); Common Stock — 749,780 shares (Direct); Preferred Stock, Series LL — 40,000 shares (Direct); Common Stock — 225,000 shares (Indirect, by Trust); Preferred Stock, Series NN — 60,000 shares (Indirect, by Trust)

Footnotes (5)

F1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
F2. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are subject to the attainment of pre-established 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, 2026 and ending December 31, 2028. To the extent earned, the award will be settled in shares on March 1, 2029. The reported number of units represents the "target" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 150% of the target, depending upon satisfaction of the performance goals.
F3. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.
F4. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are settled in cash and vest in four equal annual installments commencing February 15, 2027.
F5. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are settled in shares and vest in four equal annual installments commencing February 15, 2027.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/13/2026 - 08:25 PM

FAQ

What insider transaction did BAC executive Bruce R. Thompson report on this Form 4?

Bruce R. Thompson reported equity awards rather than open-market trades. He received performance-based and time-vested restricted stock units linked to Bank of America common stock, reflecting executive compensation that vests over several years based on service and specified performance goals.

How many performance-based units did Bruce R. Thompson receive from Bank of America (BAC)?

He received 108,955 2026 Performance Restricted Stock Units. Each unit represents a contingent right to one share of common stock, with actual payout ranging from 0% to 150% of this target depending on three-year performance against specified financial metrics.

What performance period applies to Bruce Thompson’s BAC performance restricted stock units?

The performance period runs from January 1, 2026 through December 31, 2028. Payout depends on Bank of America’s three-year average return on assets and three-year average growth in adjusted tangible book value over this timeframe, as defined in the company’s equity plan.

When will Bruce Thompson’s BAC performance units, if earned, be settled in shares?

If the performance goals are met, the performance restricted stock units will be settled in Bank of America common shares on March 1, 2029. The final number of shares delivered will depend on performance against the pre-established financial targets for the three-year period.

What time-vested restricted stock units did Bruce Thompson receive from Bank of America?

He received 54,477 2026 Restricted Stock Units settled in cash and 54,478 2026 Restricted Stock Units settled in shares. Both sets vest in four equal annual installments beginning February 15, 2027, aligning compensation with multi-year service at the company.

What Bank of America stock and preferred stock holdings does Bruce Thompson report after these awards?

He reports 749,780 shares of Bank of America common stock and 40,000 shares of Preferred Stock, Series LL held directly. Through a trust, he also reports 225,000 common shares and 60,000 shares of Preferred Stock, Series NN as indirect beneficial ownership.

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^*

Thompson Bruce R.

(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)
	Vice Chair, Head Ent Credit

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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								749,780	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)
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)
2026 Performance Restricted Stock Units	⁽¹⁾	02/13/2026		A		108,955		⁽²⁾	⁽²⁾	Common Stock	108,955	⁽¹⁾	108,955	D
2026 Restricted Stock Units	⁽³⁾	02/13/2026		A		54,477		⁽⁴⁾	02/15/2030	Common Stock	54,477	⁽³⁾	54,477	D
2026 Restricted Stock Units	⁽¹⁾	02/13/2026		A		54,478		⁽⁵⁾	02/15/2030	Common Stock	54,478	⁽¹⁾	54,478	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.

2. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are subject to the attainment of pre-established 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, 2026 and ending December 31, 2028. To the extent earned, the award will be settled in shares on March 1, 2029. The reported number of units represents the "target" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 150% of the target, depending upon satisfaction of the performance goals.

3. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.

4. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are settled in cash and vest in four equal annual installments commencing February 15, 2027.

5. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are settled in shares and vest in four equal annual installments commencing February 15, 2027.

	Bruce R. Thompson / Michael P. Lapp POA	02/13/2026
	** 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