Bank of America (NYSE: BAC) director granted 5,365 shares as annual equity pay

Rhea-AI Filing Summary

DONALD ARNOLD W reported acquisition or exercise transactions in this Form 4 filing.

Bank of America Corporation director W. Arnold Donald received 5,365 shares of common stock as equity compensation. The shares were granted on May 4, 2026 at a price of $0.00 per share as payment of his annual compensation for services as a director under the Bank of America Corporation Equity Plan in a transaction exempt under Rule 16b-3. Following this grant, he directly owns 131,204 shares of Bank of America common stock.

Insights

Equity compensation and governance analyst

Routine director stock grant, no open-market buying or selling.

Director W. Arnold Donald received 5,365 shares of Bank of America common stock as part of his annual compensation, with a grant price of $0.00 per share. The filing states this award was made under the Bank of America Corporation Equity Plan.

The footnote explains the grant represents payment of annual director compensation and is exempt under Rule 16b-3, indicating a standard, board-approved equity award rather than a discretionary market transaction. After the grant, he directly holds 131,204 shares, showing continued equity exposure aligned with shareholders.

Because this is compensation-related and not an open-market trade, it carries limited signaling value about the director’s view of the stock. Future company filings may provide additional context on any changes to overall director compensation structure or equity mix.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DONALD ARNOLD W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,365	$0.00	--

Holdings After Transaction: Common Stock — 131,204 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Equity grant shares: 5,365 shares Grant price per share: $0.00 per share Shares owned after transaction: 131,204 shares

3 metrics

Equity grant shares 5,365 shares Common Stock award on May 4, 2026

Grant price per share $0.00 per share Director compensation stock award

Shares owned after transaction 131,204 shares Post-grant direct holdings of W. Arnold Donald

Key Terms

Rule 16b-3, Equity Plan, annual compensation

3 terms

Rule 16b-3 regulatory

"in transactions exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Equity Plan financial

"under the Bank of America Corporation Equity Plan"

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

annual compensation financial

"Shares represent payment of annual compensation for services as a director"

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Form 4 Insider Transactions: What Each Field Means →

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^*

DONALD ARNOLD W

(Last) (First) (Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE NORTH CAROLINA 28255

(City) (State) (Zip)

UNITED STATES

(Country)

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/04/2026		A(1)		5,365	A	$0	131,204	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

Explanation of Responses:

1. Shares represent payment of annual compensation for services as a director under the Bank of America Corporation Equity Plan in transactions exempt under Rule 16b-3.

	Arnold W. Donald / Michael P. Lapp POA	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did W. Arnold Donald report in his Form 4 for BAC?

He reported receiving 5,365 shares of Bank of America common stock as an equity grant. The shares were issued as part of his annual compensation for serving as a director, rather than through an open-market purchase or sale transaction.

Was the Bank of America (BAC) Form 4 transaction a stock purchase or sale?

It was neither an open-market purchase nor a sale. The Form 4 shows an acquisition coded “A”, reflecting a grant or award of 5,365 shares of common stock as director compensation, with a transaction price of $0.00 per share.

How many Bank of America (BAC) shares does W. Arnold Donald hold after this grant?

After the reported equity award, W. Arnold Donald directly holds 131,204 shares of Bank of America common stock. This total includes the newly granted 5,365 shares and reflects his post-transaction ownership position disclosed in the Form 4 filing.

What is the purpose of the 5,365-share grant to W. Arnold Donald at BAC?

The 5,365-share grant represents payment of annual compensation for his services as a director. The filing states it was made under the Bank of America Corporation Equity Plan, aligning his compensation partly with company stock rather than solely in cash.

Why is the BAC director equity grant described as exempt under Rule 16b-3?

The footnote explains the transaction is exempt under Rule 16b-3, which covers certain insider transactions approved under board-level compensation plans. This indicates the award is a standard, pre-approved element of director pay rather than a discretionary trade in the open market.

Is there any indication of a trading plan in this BAC Form 4 filing?

The provided Form 4 excerpt describes an equity grant for annual director compensation and notes Rule 16b-3 exemption. It does not mention any Rule 10b5-1 trading plan or pre-arranged trading arrangement in connection with this particular transaction.