Bank of America (NYSE: BAC) Co-President receives major 2026 stock unit grants

Rhea-AI Filing Summary

Bank of America (BAC) Co-President Dean C. Athanasia reported new equity awards tied to future performance and service. On February 13, 2026, he acquired 160,228 2026 Performance Restricted Stock Units, each representing a contingent right to one common share, with performance measured from January 1, 2026 through December 31, 2028 and settlement in shares on March 1, 2029, depending on goal attainment.

He also received two 2026 Restricted Stock Unit awards of 80,114 units each. One award is settled in cash and the other in shares, and both vest in four equal annual installments starting February 15, 2027. Following these awards, he directly holds 558,669 shares of common stock, separate from the derivative units.

Insights

Corporate governance and compensation analyst

Routine equity grants to BAC Co-President align pay with multi‑year performance.

Bank of America granted Dean C. Athanasia performance-based and time-based restricted stock units, a common structure for senior executive compensation. The 2026 performance RSUs use three-year metrics like average return on assets and growth in adjusted tangible book value.

The 2026 RSUs split between cash-settled and share-settled units, vesting annually from February 15, 2027 through 2030. Because these are awards at a zero transaction price and not open-market purchases or sales, they primarily refine incentive alignment rather than signaling a change in the executive’s view of the stock.

The impact for investors is largely administrative and governance-related. Actual share issuance from performance RSUs will depend on achieving 0–150% of targets by December 31, 2028, with settlement on March 1, 2029, so dilution, if any, will reflect future performance outcomes.

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^*

Athanasia Dean C

(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)
02/13/2026

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								558,669	D

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	(1)	02/13/2026		A		160,228		(2)	(2)	Common Stock	160,228	(1)	160,228	D
2026 Restricted Stock Units	(3)	02/13/2026		A		80,114		(4)	02/15/2030	Common Stock	80,114	(3)	80,114	D
2026 Restricted Stock Units	(1)	02/13/2026		A		80,114		(5)	02/15/2030	Common Stock	80,114	(1)	80,114	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.

2. 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.

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

4. 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.

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 shares and vest in four equal annual installments commencing February 15, 2027.

	Dean C. Athanasia / 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.

FAQ

What equity awards did BAC Co-President Dean C. Athanasia receive on February 13, 2026?

Dean C. Athanasia received 160,228 2026 Performance Restricted Stock Units and two 2026 Restricted Stock Unit awards of 80,114 units each. One RSU grant is cash-settled and the other share-settled, providing a mix of performance-based and time-based compensation incentives.

How are the BAC 2026 Performance Restricted Stock Units for Dean Athanasia structured?

The 160,228 2026 Performance RSUs represent a contingent right to BAC common shares. Payout depends on three-year average return on assets and adjusted tangible book value growth from January 1, 2026 through December 31, 2028, with settlement in shares scheduled for March 1, 2029.

What performance range can BAC’s 2026 Performance RSU award pay for Dean Athanasia?

The 2026 Performance RSU grant for Dean Athanasia is reported at a 100% target level. Actual vesting can range from 0% to 150% of the 160,228 units, depending entirely on Bank of America’s achievement of the specified three-year financial performance goals.

When do Dean Athanasia’s 2026 Restricted Stock Units at BAC vest?

Both 80,114-unit 2026 Restricted Stock Unit grants vest in four equal annual installments. Vesting begins on February 15, 2027 and continues each year through February 15, 2030, with one award settled in cash and the other settled in Bank of America common shares.

Are Dean Athanasia’s new BAC awards open-market stock purchases?

No, the reported BAC transactions are equity plan awards, not market trades. They are grants of performance and time-based restricted stock units at a zero transaction price, made under Bank of America’s equity plan and exempt under Rule 16b-3(d), rather than discretionary stock buying or selling.

How many BAC common shares does Dean Athanasia hold directly after these awards?

After the reported transactions, Dean Athanasia directly holds 558,669 shares of Bank of America common stock. This share balance is separate from his derivative holdings in performance and restricted stock units, which represent future contingent or time-based rights rather than currently issued shares.