Bernard Mensah (BAC) awarded 2026 performance and restricted stock units

Q: How and when will Bernard A. Mensah’s BAC performance RSUs be settled?

Earned performance RSUs will be settled in BAC shares. After the 2026–2028 performance period, any earned award will be delivered in two installments of 75% and 25%, respectively, beginning on March 1, 2029, according to the filing’s terms.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bank of America reported equity awards for Bernard A. Mensah, President of International. He now directly holds 169,589 shares of common stock.

On February 13, 2026, he acquired 98,426 2026 Performance Restricted Stock Units, representing a target right to receive the same number of shares, subject to three-year performance goals from January 1, 2026 to December 31, 2028. Any earned shares will be delivered in two installments of 75% and 25% starting March 1, 2029.

He also received two separate 2026 Restricted Stock Unit grants of 49,213 units each. One grant is cash-settled and one is share-settled, and both vest in four equal annual installments beginning February 15, 2027, with each unit economically equivalent to one share of common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Mensah Bernard A

Role President of International

Type	Security	Shares	Price	Value
Grant/Award	2026 Performance Restricted Stock Units	98,426	$0.00	--
Grant/Award	2026 Restricted Stock Units	49,213	$0.00	--
Grant/Award	2026 Restricted Stock Units	49,213	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: 2026 Performance Restricted Stock Units — 98,426 shares (Direct); 2026 Restricted Stock Units — 49,213 shares (Direct); Common Stock — 169,589 shares (Direct)

Footnotes (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 in two annual installments of 75% and 25%, respectively, commencing 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.

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Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 08:15 PM

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)
02/13/2026

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								169,589	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)
2026 Performance Restricted Stock Units	⁽¹⁾	02/13/2026		A		98,426		⁽²⁾	⁽²⁾	Common Stock	98,426	⁽¹⁾	98,426	D
2026 Restricted Stock Units	⁽³⁾	02/13/2026		A		49,213		⁽⁴⁾	02/15/2030	Common Stock	49,213	⁽³⁾	49,213	D
2026 Restricted Stock Units	⁽¹⁾	02/13/2026		A		49,213		⁽⁵⁾	02/15/2030	Common Stock	49,213	⁽¹⁾	49,213	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 in two annual installments of 75% and 25%, respectively, commencing 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.

	Bernard A. Mensah / 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

FAQ

What insider activity did BAC report for Bernard A. Mensah on this Form 4?

Bernard A. Mensah received new equity awards and reported his holdings. The filing shows grants of performance-based and time-vested restricted stock units and confirms he directly holds 169,589 Bank of America common shares after the reported transactions.

How many performance-based stock units did BAC grant to Bernard A. Mensah?

Bernard A. Mensah was granted 98,426 2026 Performance RSUs. Each unit represents a contingent right to one share, with payout based on three-year performance goals covering average return on assets and growth in adjusted tangible book value from 2026 through 2028.

What performance period applies to Bernard A. Mensah’s 2026 Performance RSUs at BAC?

The performance period runs from January 1, 2026 to December 31, 2028. Goals are split evenly between three-year average return on assets and three-year average growth in adjusted tangible book value, determining how many of the 98,426 target units ultimately vest.

How and when will Bernard A. Mensah’s BAC performance RSUs be settled?

Earned performance RSUs will be settled in BAC shares. After the 2026–2028 performance period, any earned award will be delivered in two installments of 75% and 25%, respectively, beginning on March 1, 2029, according to the filing’s terms.

What time-vested restricted stock units did Bernard A. Mensah receive from BAC?

He received two 2026 Restricted Stock Unit awards of 49,213 units each. One award is cash-settled, the other share-settled, and both vest in four equal annual installments starting February 15, 2027, with each unit economically equivalent to one common share.

How many BAC common shares does Bernard A. Mensah directly own after these transactions?

Bernard A. Mensah directly owns 169,589 BAC common shares after the reported activity. This figure reflects his beneficial ownership of non-derivative common stock as shown in the Form 4’s Table I following the equity award grants.