Phantom stock award boosts Bank of America (NYSE: BAC) director stake

Rhea-AI Filing Summary

Bank of America director Monica C. Lozano reported compensation-related equity activity. She received 5,365.01 phantom stock units, bringing her direct phantom stock holdings to 246,347.52 units. Each phantom stock unit is the economic equivalent of one share of Bank of America common stock and was granted as annual director compensation under the Director Deferral Plan.

The phantom stock units, including 5,188.86 units acquired through dividend reinvestment, may be settled in cash upon her death or termination of service as a director. The filing also shows 3,387 shares of common stock held indirectly through a trust.

Insights

Equity compensation analyst

Filing shows routine, non-cash director compensation via phantom stock.

Monica C. Lozano, a director of Bank of America, received 5,365.01 phantom stock units as part of annual board compensation under the Director Deferral Plan. These units are economically equivalent to common shares but are accounted for as deferred compensation.

The units, including 5,188.86 from dividend reinvestment, can be settled in cash after death or when board service ends, so this does not represent an open-market purchase or sale. With 246,347.52 phantom units and 3,387 common shares held via a trust, the activity appears routine and compensation-driven rather than a directional bet on the stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LOZANO MONICA C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	5,365.01	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 246,347.52 shares (Direct); Common Stock — 3,387 shares (Indirect, by Trust)

Footnotes (3)

1. F1. Each phantom stock unit is the economic equivalent of one share of Bank of America Corporation common stock.
2. F2. Phantom stock units acquired represent payment of annual compensation for services as a director under the Bank of America Corporation Director Deferral Plan in transactions exempt under Rule 16b-3. Phantom stock units may be settled in cash upon death or termination of service as a director.
3. F3. Includes 5,188.86 phantom stock units acquired in dividend reinvestment transactions under the Bank of America Corporation Director Deferral Plan.

Key Figures

Phantom stock units granted: 5,365.01 units Total phantom stock holdings: 246,347.52 units Dividend reinvestment phantom units: 5,188.86 units +2 more

5 metrics

Phantom stock units granted 5,365.01 units Annual director compensation grant on May 4, 2026

Total phantom stock holdings 246,347.52 units Phantom stock units following the reported transactions

Dividend reinvestment phantom units 5,188.86 units Acquired via dividend reinvestment under Director Deferral Plan

Indirect common stock holdings 3,387 shares Common stock held indirectly by trust

Phantom stock grant price $0.00 per unit Recorded transaction price per phantom stock unit

Key Terms

Phantom stock units, Bank of America Corporation Director Deferral Plan, Rule 16b-3, dividend reinvestment transactions, +1 more

5 terms

Phantom stock units financial

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

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Bank of America Corporation Director Deferral Plan financial

"Phantom stock units acquired represent payment of annual compensation for services as a director under the Bank of America Corporation Director Deferral Plan"

Rule 16b-3 regulatory

"under the Bank of America Corporation Director Deferral Plan 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.

dividend reinvestment transactions financial

"Includes 5,188.86 phantom stock units acquired in dividend reinvestment transactions under the Bank of America Corporation Director Deferral Plan."

indirect ownership by Trust financial

"Common Stock holding reported as indirect ownership by Trust."

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/06/2026 - 05:59 PM Learn about SEC filing dates

FAQ

What did Bank of America (BAC) director Monica C. Lozano report in this Form 4?

Monica C. Lozano reported receiving 5,365.01 phantom stock units as annual director compensation, raising her phantom stock balance to 246,347.52 units. She also reported 3,387 Bank of America common shares held indirectly through a trust, with no open-market buy or sell disclosed.

Are Monica C. Lozano’s Bank of America Form 4 transactions a stock purchase or sale?

No, the filing does not show an open-market purchase or sale. Lozano received 5,365.01 phantom stock units as a compensation grant and dividend reinvestment, and reported 3,387 common shares held via a trust. These are deferred compensation and holding entries, not trading activity.

What are phantom stock units in Bank of America’s director filing for BAC?

Each phantom stock unit is the economic equivalent of one Bank of America common share. In this filing, 5,365.01 units were granted as annual director compensation, bringing Monica Lozano’s total phantom holdings to 246,347.52 units under the Bank of America Corporation Director Deferral Plan.

How and when can Bank of America phantom stock units be settled for Monica C. Lozano?

The phantom stock units reported for Monica C. Lozano may be settled in cash upon her death or termination of service as a director. Until then, they remain deferred compensation under the Director Deferral Plan and track the economic value of Bank of America common stock.

What role did dividend reinvestment play in Monica C. Lozano’s BAC phantom stock holdings?

The filing notes that her phantom stock balance includes 5,188.86 units acquired through dividend reinvestment transactions. These reinvested dividends occur under the Bank of America Corporation Director Deferral Plan and add to her overall phantom stock holdings alongside the 5,365.01-unit compensation grant.

How many Bank of America shares does Monica C. Lozano hold indirectly through a trust?

The Form 4 shows 3,387 shares of Bank of America common stock held indirectly by a trust associated with Monica C. Lozano. This is reported as indirect ownership and appears as a holding entry, separate from her phantom stock compensation units.

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^*

LOZANO MONICA C

(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								3,387	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	$0(1)	05/04/2026		A		5,365.01		(2)	(2)	Common Stock	5,365.01	(1)	246,347.52(3)	D

Explanation of Responses:

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

2. Phantom stock units acquired represent payment of annual compensation for services as a director under the Bank of America Corporation Director Deferral Plan in transactions exempt under Rule 16b-3. Phantom stock units may be settled in cash upon death or termination of service as a director.

3. Includes 5,188.86 phantom stock units acquired in dividend reinvestment transactions under the Bank of America Corporation Director Deferral Plan.

	Monica C. Lozano / 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)