Bank of America (NYSE: BAC) co-president exercises RSUs, uses shares for tax

Rhea-AI Filing Summary

BANK OF AMERICA CORP Co‑President James P. DeMare reported a series of equity compensation transactions dated February 15, 2026. He exercised multiple grants of restricted stock units, which convert on a one‑for‑one basis into common stock, including 2022, 2023, 2024 and 2025 awards.

The filing shows related movements in Common Stock held indirectly through a revocable trust. Several transactions coded “M” reflect derivative exercises or conversions, while entries coded “F” and “D” reflect shares delivered to the issuer to cover tax withholding and other obligations rather than open‑market sales. After these transactions, the revocable trust held 324,078 shares of Bank of America common stock.

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^*

DeMare James P

(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		63,064	A	(1)	286,471	I	Revocable Trust
Common Stock	02/15/2026		F		34,875(2)	D	$52.55	251,596	I	Revocable Trust
Common Stock	02/15/2026		M		37,469	A	(1)	289,065	I	Revocable Trust
Common Stock	02/15/2026		F		20,721(2)	D	$52.55	268,344	I	Revocable Trust
Common Stock	02/15/2026		M		75,000	A	(1)	343,344	I	Revocable Trust
Common Stock	02/15/2026		F		41,476(2)	D	$52.55	301,868	I	Revocable Trust
Common Stock	02/15/2026		M		26,324	A	(1)	328,192	I	Revocable Trust
Common Stock	02/15/2026		F		14,558(2)	D	$52.55	313,634	I	Revocable Trust
Common Stock	02/15/2026		M		26,324	A	(3)	339,958	I	Revocable Trust
Common Stock	02/15/2026		D		26,324	D	$52.55	313,634	I	Revocable Trust
Common Stock	02/15/2026		M		23,365	A	(1)	336,999	I	Revocable Trust
Common Stock	02/15/2026		F		12,921(2)	D	$52.55	324,078	I	Revocable Trust
Common Stock	02/15/2026		M		23,365	A	(3)	347,443	I	Revocable Trust
Common Stock	02/15/2026		D		23,365	D	$52.55	324,078	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
2022 Restricted Stock Units	(1)	02/15/2026		M			63,064	(4)	02/15/2026	Common Stock	63,064	(1)	0	D
2023 Restricted Stock Units	(1)	02/15/2026		M			37,469	(5)	02/15/2027	Common Stock	37,469	(1)	37,469	D
Restricted Stock Units	(1)	02/15/2026		M			75,000	(6)	02/15/2027	Common Stock	75,000	(1)	75,000	D
2024 Restricted Stock Units	(1)	02/15/2026		M			26,324	(7)	02/15/2028	Common Stock	26,324	(1)	52,648	D
2024 Restricted Stock Units	(3)	02/15/2026		M			26,324	(8)	02/15/2028	Common Stock	26,324	(3)	52,648	D
2025 Restricted Stock Units	(1)	02/15/2026		M			23,365	(9)	02/15/2029	Common Stock	23,365	(1)	70,098	D
2025 Restricted Stock Units	(3)	02/15/2026		M			23,365	(10)	02/15/2029	Common Stock	23,365	(3)	70,098	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, 2023, the reporting person was granted units, vesting in four equal annual installments commencing on February 15, 2024.

6. On February 15, 2023, the reporting person was granted units, vesting in two equal annual installments commencing on February 15, 2026.

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.

	James P. DeMare / Michael P. Lapp POA	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What did BAC Co-President James P. DeMare report in this Form 4 filing?

James P. DeMare reported exercising several restricted stock unit awards into Bank of America common stock on February 15, 2026. The transactions reflect equity compensation vesting and conversion, along with share dispositions to the issuer to satisfy related tax withholding and other obligations.

Were there open-market stock sales in James P. DeMare’s BAC Form 4?

The Form 4 lists dispositions coded “F” and “D,” which indicate shares delivered to Bank of America to cover tax withholding or as a disposition to the issuer. These codes do not represent open‑market sales but rather administrative transactions tied to equity award exercises.

How many BAC shares were indirectly held after these transactions?

After the reported transactions, a revocable trust associated with James P. DeMare held 324,078 shares of Bank of America common stock. This figure reflects the net position following multiple restricted stock unit conversions and related share dispositions to cover tax and issuer obligations.

What types of securities were involved in James P. DeMare’s BAC Form 4?

The filing involves 2022, 2023, 2024 and 2025 restricted stock units, plus Bank of America common stock. Each unit is the economic equivalent of one common share and converts into stock as the awards vest according to their specified multi‑year installment schedules.

How were tax obligations handled in this BAC Form 4 for James P. DeMare?

The Form 4 shows several transactions coded “F,” described as payment of tax liabilities by delivering securities. These entries indicate that a portion of the vested shares was withheld and delivered to Bank of America at $52.55 per share to satisfy withholding obligations.

What do the vesting schedules in James P. DeMare’s BAC awards indicate?

Footnotes explain that different restricted stock unit grants vest in equal annual installments over two or four years, beginning on specified February dates. Some units vest in shares and others in cash, defining when DeMare receives stock or cash value as compensation.