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Bank of America (NYSE: BAC) grants 2026 RSU awards to vice chair

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nguyen Thong M reported acquisition or exercise transactions in this Form 4 filing.

Bank of America Corporation reported that Vice Chair Thong M. Nguyen received equity awards tied to future performance and service. On February 13, 2026, he was granted 64,091 2026 Performance Restricted Stock Units, each representing a contingent right to one share of common stock.

These performance units depend on three-year goals for average return on assets and growth in adjusted tangible book value from January 1, 2026 through December 31, 2028 and, if earned, will be settled in shares on March 1, 2029, with payout ranging from 0% to 150% of the 64,091-unit target.

He also received 32,045 2026 Restricted Stock Units settled in cash and 32,046 2026 Restricted Stock Units settled in shares, each vesting in four equal annual installments starting February 15, 2027. Separately, 401(k) share equivalents rose to 343.976 due to dividend reinvestment, and indirect common stock holdings are reported through trusts.

Positive

  • None.

Negative

  • None.
Insider Nguyen Thong M
Role Vice Chair, Gl Stra & Ent Plat
Type Security Shares Price Value
Grant/Award 2026 Performance Restricted Stock Units 64,091 $0.00 $0.00
Grant/Award 2026 Restricted Stock Units 32,045 $0.00 $0.00
Grant/Award 2026 Restricted Stock Units 32,046 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: 2026 Performance Restricted Stock Units — 64,091 shares (Direct); 2026 Restricted Stock Units — 64,091 shares (Direct); Common Stock — 343.976 shares (Indirect, 401(k) Plan); Common Stock — 678,016 shares (Indirect, by Trust)
Footnotes (6)
  1. F1. The share equivalents attributed to the reporting person's 401(k) balance increased 1.471 shares due to dividend reinvestments and changes in the Net Asset Value of the issuer's stock fund.
  2. F2. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
  3. F3. 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.
  4. F4. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.
  5. F5. 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.
  6. F6. 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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FAQ

What equity awards did BAC grant to Thong M. Nguyen on February 13, 2026?
On February 13, 2026, Bank of America granted Vice Chair Thong M. Nguyen 64,091 2026 Performance Restricted Stock Units plus two 2026 Restricted Stock Unit awards of 32,045 and 32,046 units, providing a mix of performance-based and time-vested compensation tied to Bank of America common stock.

How do Thong M. Nguyen’s 2026 Performance Restricted Stock Units at BAC vest?
The 64,091 2026 Performance Restricted Stock Units vest based on pre-set performance goals over January 1, 2026 to December 31, 2028. Depending on Bank of America’s three-year return on assets and adjusted tangible book value growth, shares will be delivered on March 1, 2029, ranging from 0% to 150% of target.

What are the vesting terms of BAC’s 2026 Restricted Stock Units granted to Nguyen?
Nguyen’s 32,045-unit 2026 Restricted Stock Units are settled in cash, and his 32,046-unit 2026 Restricted Stock Units are settled in shares. Both awards vest in four equal annual installments, beginning February 15, 2027, providing long-term, service-based incentives aligned with Bank of America’s equity plan.

How did Thong M. Nguyen’s BAC 401(k) share equivalents change?
The share equivalents in Nguyen’s Bank of America 401(k) plan increased by 1.471 shares, reaching 343.976. This change resulted from dividend reinvestments and shifts in the net asset value of the company’s stock fund, rather than from open-market purchases or sales by Nguyen.

What indirect BAC common stock holdings does Thong M. Nguyen report?
Nguyen reports indirect ownership of Bank of America common stock through a 401(k) plan and multiple trusts. The filing lists 343.976 share equivalents in the 401(k) and separate indirect trust holdings of 215,000 shares, 248,016 shares, and another 215,000 shares, reflecting beneficial interests via those entities.
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*
Nguyen Thong M
(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)
Vice Chair, Gl Stra & Ent Plat
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 343.976(1) I 401(k) Plan
Common Stock 215,000 I by Trust
Common Stock 248,016 I by Trust
Common Stock 215,000 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
2026 Performance Restricted Stock Units (2) 02/13/2026 A 64,091 (3) (3) Common Stock 64,091 (2) 64,091 D
2026 Restricted Stock Units (4) 02/13/2026 A 32,045 (5) 02/15/2030 Common Stock 32,045 (4) 32,045 D
2026 Restricted Stock Units (2) 02/13/2026 A 32,046 (6) 02/15/2030 Common Stock 32,046 (2) 32,046 D
Explanation of Responses:
1. The share equivalents attributed to the reporting person's 401(k) balance increased 1.471 shares due to dividend reinvestments and changes in the Net Asset Value of the issuer's stock fund.
2. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
3. 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.
4. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.
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 cash and vest in four equal annual installments commencing February 15, 2027.
6. 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.
Thong M. Nguyen / 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