Bank of America (NYSE: BAC) CPO granted 2026 performance and restricted stock units

Rhea-AI Filing Summary

Bank of America Corporation’s Chief People Officer Sheri B. Bronstein reported equity awards tied to future performance and service. On February 13, 2026, she acquired 57,682 2026 Performance Restricted Stock Units, each representing a contingent right to one share of common stock.

These performance units are based on three-year average return on assets and growth in adjusted tangible book value from January 1, 2026 to December 31, 2028, and, if earned, settle in shares on March 1, 2029. She also received two grants of 28,841 2026 Restricted Stock Units each, one cash-settled and one share-settled, both vesting in four equal annual installments starting February 15, 2027. Following these awards, she directly beneficially owned 324,622 shares of common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Bronstein Sheri B.

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	2026 Performance Restricted Stock Units	57,682	$0.00	--
Grant/Award	2026 Restricted Stock Units	28,841	$0.00	--
Grant/Award	2026 Restricted Stock Units	28,841	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: 2026 Performance Restricted Stock Units — 57,682 shares (Direct); 2026 Restricted Stock Units — 28,841 shares (Direct); Common Stock — 324,622 shares (Direct)

Footnotes (1)

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

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^*

Bronstein Sheri B.

(Last) (First) (Middle)

100 N 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)
	Chief People Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								324,622	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
2026 Performance Restricted Stock Units	(1)	02/13/2026		A		57,682		(2)	(2)	Common Stock	57,682	(1)	57,682	D
2026 Restricted Stock Units	(3)	02/13/2026		A		28,841		(4)	02/15/2030	Common Stock	28,841	(3)	28,841	D
2026 Restricted Stock Units	(1)	02/13/2026		A		28,841		(5)	02/15/2030	Common Stock	28,841	(1)	28,841	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.

	Sheri B. Bronstein / 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.
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FAQ

What equity awards did BAC Chief People Officer Sheri Bronstein receive on February 13, 2026?

Sheri Bronstein received 57,682 2026 Performance Restricted Stock Units and two separate grants of 28,841 2026 Restricted Stock Units each. One RSU grant is cash-settled and the other is share-settled, all under the Bank of America Corporation Equity Plan.

How are Sheri Bronstein’s 2026 Performance Restricted Stock Units at BAC structured?

The 57,682 performance units each represent a contingent right to one BAC share. They depend on three-year average return on assets and three-year average growth in adjusted tangible book value from January 1, 2026 to December 31, 2028, and settle in shares on March 1, 2029.

When do Sheri Bronstein’s 2026 Restricted Stock Units at BAC vest?

Both 28,841-unit 2026 Restricted Stock Unit awards vest in four equal annual installments beginning February 15, 2027. One award is settled in cash and the other in shares, each granted under the Bank of America Corporation Equity Plan and exempt under Rule 16b-3(d).

What performance goals apply to BAC’s 2026 Performance Restricted Stock Units granted to Sheri Bronstein?

Half of the 57,682 performance units are tied to BAC’s three-year average return on assets, and half to three-year average growth in adjusted tangible book value, measured from January 1, 2026 through December 31, 2028, with payout from 0% to 150% of target.

How many BAC common shares does Sheri Bronstein beneficially own after these 2026 awards?

After the reported transactions, Sheri Bronstein beneficially owns 324,622 shares of Bank of America Corporation common stock directly. This figure reflects her holdings following the February 13, 2026 grants reported in the Form 4 filing as direct ownership.

Are Sheri Bronstein’s 2026 BAC equity awards exempt under Rule 16b-3(d)?

Yes. The 2026 Performance Restricted Stock Units and both 2026 Restricted Stock Unit awards are granted under the Bank of America Corporation Equity Plan as transactions exempt under Rule 16b-3(d, as explicitly described in the explanatory footnotes to the Form 4 filing.