Bank of America (BAC) risk chief settles 2023 performance stock units, with shares withheld for taxes

Rhea-AI Filing Summary

Bank of America Chief Risk Officer Geoffrey S. Greener exercised 107,411 2023 Performance Restricted Stock Units into an equal number of common shares on March 1, 2026. These shares are held indirectly through a revocable trust, which then disposed of 54,911 shares to Bank of America to cover tax withholding obligations related to the award.

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^*

Greener Geoffrey S

(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)
	Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		107,411	A	(1)	1,555,064	I	Revocable Trust
Common Stock	03/01/2026		F		54,911(2)	D	$49.83	1,500,153	I	Revocable 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
2023 Performance Restricted Stock Units	(1)	03/01/2026		M			107,411	(3)	(3)	Common Stock	107,411	(1)	0	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. On February 15, 2023, the reporting person was granted units, subject to the Company's attainment of 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, 2023 and ending December 31, 2025. For the performance period, an amount equaling 100% of the target was earned. All units earned were settled in shares on March 1, 2026, and no units remain outstanding.

	Geoffrey S. Greener / Michael P. Lapp POA	03/03/2026
	** 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 insider transactions did BAC Chief Risk Officer Geoffrey S. Greener report?

Geoffrey S. Greener reported exercising 107,411 2023 Performance Restricted Stock Units into common stock and a related disposition of 54,911 common shares to Bank of America to satisfy tax withholding obligations arising from that equity award settlement.

How many Bank of America (BAC) shares were acquired through the performance units?

The filing shows 107,411 2023 Performance Restricted Stock Units were exercised, each unit converting into one share of Bank of America common stock. All earned units from this grant were settled in shares on March 1, 2026, with no units remaining outstanding afterward.

Why were 54,911 Bank of America (BAC) shares disposed of in this Form 4?

The 54,911 BAC common shares were disposed of to the issuer specifically to satisfy a tax withholding obligation tied to the equity award. This disposition is reported under transaction code F, meaning payment of tax liability by delivering securities instead of using cash.

How were Geoffrey S. Greener’s Bank of America (BAC) shares held after the transactions?

After the derivative exercise, 1,555,064 Bank of America common shares were held indirectly through a revocable trust. Following the tax-withholding disposition, indirect trust holdings stood at 1,500,153 shares, reflecting the shares delivered back to the issuer for tax purposes.

What performance period applied to the 2023 Bank of America (BAC) performance restricted stock units?

The performance units were granted on February 15, 2023, with goals measured from January 1, 2023 through December 31, 2025. Performance was based on three-year average return on assets and three-year average growth in adjusted tangible book value, and 100% of the target amount was earned.

What performance metrics determined Geoffrey S. Greener’s BAC restricted stock unit payout?

Half the units depended on Bank of America’s three-year average return on assets, and half on its three-year average growth in adjusted tangible book value for 2023–2025. For this period, 100% of the target amount was earned and all earned units were settled in shares.