Bank of America (BAC) Co-President exercises RSUs, uses shares for tax and issuer dispositions

Rhea-AI Filing Summary

Bank of America (BAC) Co-President Dean C. Athanasia reported multiple equity transactions tied to vesting restricted stock units on February 15, 2026. Several grants of 2022–2025 restricted stock units were exercised or converted into common stock at a stated price of $0.0000 per share.

These transactions increased his direct holdings through derivative exercise/conversion, including 21,830 shares of common stock from 2022 restricted stock units and 75,000 shares from other restricted stock units. Footnotes state each unit represents or is economically equivalent to one share of Bank of America common stock.

Athanasia also reported dispositions of common stock at $52.55 per share. These included tax-withholding dispositions (code F), where shares such as 10,553 and 36,353 were delivered to satisfy tax obligations, and dispositions to the issuer (code D), including 17,769 and 15,888 shares surrendered back to Bank of America.

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

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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^*

Athanasia Dean C

(Last) (First) (Middle)

100 NORTH 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)
	Co-President

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		M		21,830	A	(1)	580,499	D
Common Stock	02/15/2026		F		10,553(2)	D	$52.55	569,946	D
Common Stock	02/15/2026		M		75,000	A	(1)	644,946	D
Common Stock	02/15/2026		F		36,353(2)	D	$52.55	608,593	D
Common Stock	02/15/2026		M		26,853	A	(1)	635,446	D
Common Stock	02/15/2026		F		13,007(2)	D	$52.55	622,439	D
Common Stock	02/15/2026		M		17,769	A	(1)	640,208	D
Common Stock	02/15/2026		F		8,596(2)	D	$52.55	631,612	D
Common Stock	02/15/2026		M		17,769	A	(3)	649,381	D
Common Stock	02/15/2026		D		17,769	D	$52.55	631,612	D
Common Stock	02/15/2026		M		15,888	A	(1)	647,500	D
Common Stock	02/15/2026		F		7,675(2)	D	$52.55	639,825	D
Common Stock	02/15/2026		M		15,888	A	(3)	655,713	D
Common Stock	02/15/2026		D		15,888	D	$52.55	639,825	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
2022 Restricted Stock Units	(1)	02/15/2026		M			21,830	(4)	02/15/2026	Common Stock	21,830	(1)	0	D
Restricted Stock Units	(1)	02/15/2026		M			75,000	(5)	02/15/2026	Common Stock	75,000	(1)	0	D
2023 Restricted Stock Units	(1)	02/15/2026		M			26,853	(6)	02/15/2027	Common Stock	26,853	(1)	26,853	D
2024 Restricted Stock Units	(1)	02/15/2026		M			17,769	(7)	02/15/2028	Common Stock	17,769	(1)	35,538	D
2024 Restricted Stock Units	(3)	02/15/2026		M			17,769	(8)	02/15/2028	Common Stock	17,769	(3)	35,537	D
2025 Restricted Stock Units	(1)	02/15/2026		M			15,888	(9)	02/15/2029	Common Stock	15,888	(1)	47,667	D
2025 Restricted Stock Units	(3)	02/15/2026		M			15,888	(10)	02/15/2029	Common Stock	15,888	(3)	47,667	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 unit is the economic equivalent of one share of Bank of America Corporation common stock.

4. On February 15, 2022, the reporting person was granted units, vesting in four equal annual installments commencing on February 15, 2023.

5. On February 15, 2022, the reporting person was granted units, vesting in two equal annual installments commencing on February 15, 2025.

6. On February 15, 2023, the reporting person was granted units, vesting in four equal annual installments commencing on February 15, 2024.

7. On February 15, 2024, the reporting person was granted units, vesting in shares in four equal annual installments commencing on February 15, 2025.

8. On February 15, 2024, the reporting person was granted units, vesting in cash in four equal annual installments commencing on February 15, 2025.

9. On February 14, 2025, the reporting person was granted units, vesting in shares in four equal annual installments commencing on February 15, 2026.

10. On February 14, 2025, the reporting person was granted units, vesting in cash in four equal annual installments commencing on February 15, 2026.

	Dean C. Athanasia / Michael P. Lapp POA	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did BAC Co-President Dean C. Athanasia report on this Form 4?

Dean C. Athanasia reported multiple equity transactions on February 15, 2026, mainly exercises of restricted stock units into Bank of America common stock. He also reported related share dispositions for tax withholding and shares surrendered back to the issuer at specified prices.

How many Bank of America shares did Athanasia acquire from restricted stock units?

Athanasia acquired Bank of America common stock through derivative exercises, including 21,830 shares from 2022 restricted stock units and 75,000 shares from other restricted stock units. Each unit is described as representing or being economically equivalent to one share of Bank of America common stock.

At what price were Athanasia’s Bank of America tax-withholding share dispositions reported?

The reported tax-withholding dispositions of Bank of America common stock were priced at $52.55 per share. These code F transactions involved delivering shares, such as 10,553 and 36,353 shares, to satisfy exercise price or tax liability related to the vesting restricted stock units.

What do the restricted stock unit footnotes for BAC’s Co-President indicate?

The footnotes explain each unit represents or is economically equivalent to one Bank of America common share and describe grant dates and vesting schedules. For example, certain 2022 units vest in four equal annual installments starting February 15, 2023, while later grants vest in installments beginning in 2025 and 2026.

Were any Bank of America shares surrendered directly to the issuer by Athanasia?

Yes. The filing lists dispositions to the issuer (transaction code D), including 17,769 and 15,888 Bank of America common shares at $52.55 per share. These issuer dispositions reduced his reported directly held shares following the associated derivative exercises and vesting events.

Does this BAC Form 4 reflect open-market buying or selling by Athanasia?

The reported transactions reflect derivative exercises/conversions of restricted stock units and related dispositions for tax withholding or to the issuer. Codes M, F, and D are used, and the filing does not show open‑market purchase or sale transaction codes such as P or S for these events.