BAC director awarded 5,365 shares in stock grant

Bank of America Corporation director Thomas D. Woods reported routine equity compensation and related tax withholding.

Accepted by SEC EDGAR 05/06/2026 - 06:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Bank of America Corporation director Thomas D. Woods reported routine equity compensation and related tax withholding. He received a grant of 5,365 shares of Common Stock as annual compensation under the Bank of America Corporation Equity Plan in a transaction exempt under Rule 16b-3. To cover tax obligations, 2,473 shares were disposed of back to the issuer at $52.19 per share as a tax-withholding transaction. Following these transactions, Woods directly holds 75,286 shares of Common Stock and indirectly holds 50,003 shares through 2555271 Ontario Inc.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Woods Thomas D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,365	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,473	$52.19	$129K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 75,286 shares (Direct); Common Stock — 50,003 shares (Indirect, 2555271 Ontario Inc.)

Footnotes (2)

1. F1. Shares represent payment of annual compensation for services as a director under the Bank of America Corporation Equity Plan in transactions exempt under Rule 16b-3.
2. F2. Disposition of shares to the issuer to satisfy a tax withholding obligation.

Key Figures

Share grant: 5,365 shares Tax-withheld shares: 2,473 shares Tax withholding price: $52.19 per share +2 more

5 metrics

Share grant 5,365 shares Annual director compensation in Common Stock

Tax-withheld shares 2,473 shares Shares delivered to issuer for tax withholding

Tax withholding price $52.19 per share Value used for tax-withholding disposition

Direct holdings after transactions 77,759 shares Common Stock directly held by Woods after Form 4 events

Indirect holdings 50,003 shares Common Stock held indirectly via 2555271 Ontario Inc.

Key Terms

Rule 16b-3, tax withholding obligation, Equity Plan, indirect ownership

4 terms

Rule 16b-3 regulatory

"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.

tax withholding obligation financial

"Disposition of shares to the issuer to satisfy a tax withholding obligation."

Equity Plan financial

"for services as a director under the Bank of America Corporation Equity Plan"

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

indirect ownership financial

"ownership_type": "indirect""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did BAC director Thomas D. Woods report on this Form 4?

BAC director Thomas D. Woods reported a routine equity compensation grant and related tax withholding. He received 5,365 shares of Common Stock as annual director compensation and had 2,473 shares withheld and delivered to the issuer to satisfy tax obligations on the award.

How many Bank of America (BAC) shares were granted to Thomas D. Woods?

Thomas D. Woods was granted 5,365 shares of Bank of America Common Stock. The shares represent payment of annual compensation for his services as a director under the Bank of America Corporation Equity Plan, in a transaction reported as exempt under Rule 16b-3 for insider reporting purposes.

Why were 2,473 BAC shares disposed of in Thomas D. Woods’s filing?

The 2,473 BAC shares were disposed of to the issuer solely to satisfy a tax withholding obligation. This disposition, coded “F,” reflects payment of taxes by delivering shares at $52.19 per share, rather than an open-market sale, and does not represent discretionary selling activity.

What are Thomas D. Woods’s Bank of America share holdings after these transactions?

After these transactions, Thomas D. Woods directly holds 77,759 Bank of America Common Stock shares. He also has an indirect holding of 50,003 shares through 2555271 Ontario Inc., as reflected in a separate indirect ownership line, giving a fuller picture of his reported equity exposure.

Is the share grant to BAC director Thomas D. Woods part of a compensation plan?

Yes. The 5,365-share grant to Thomas D. Woods is described as payment of annual compensation for director services under the Bank of America Corporation Equity Plan. The filing notes this grant is exempt under Rule 16b-3, which commonly applies to issuer-approved executive and director compensation plans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Woods Thomas D

(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	05/04/2026		A(1)		5,365	A	$0	77,759	D
Common Stock	05/04/2026		F		2,473(2)	D	$52.19	75,286	D
Common Stock								50,003	I	2555271 Ontario Inc.

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

Explanation of Responses:

1. Shares represent payment of annual compensation for services as a director under the Bank of America Corporation Equity Plan in transactions exempt under Rule 16b-3.

2. Disposition of shares to the issuer to satisfy a tax withholding obligation.

	Thomas D. Woods / 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)