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BAC (BAC) CFO Borthwick converts RSUs, delivers shares for taxes

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

Rhea-AI Filing Summary

Bank of America Corporation Executive Vice President & CFO Alastair M. Borthwick reported multiple equity award transactions involving common stock and restricted stock units dated February 15, 2026. Several grants of restricted stock units from 2022 through 2025 were exercised or converted into Bank of America common stock at a stated price of $0.00 per share. The filing also shows shares delivered to satisfy tax withholding obligations and dispositions to the issuer at $52.55 per share. After these transactions, Borthwick directly owned 427,843 shares of Bank of America common stock.

Positive

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Negative

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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*
Borthwick Alastair 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)
Executive Vice President & CFO
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 16,113 A (1) 404,213 D
Common Stock 02/15/2026 F 8,911(2) D $52.55 395,302 D
Common Stock 02/15/2026 M 25,000 A (1) 420,302 D
Common Stock 02/15/2026 F 13,826(2) D $52.55 406,476 D
Common Stock 02/15/2026 M 19,775 A (1) 426,251 D
Common Stock 02/15/2026 F 10,936(2) D $52.55 415,315 D
Common Stock 02/15/2026 M 14,478 A (1) 429,793 D
Common Stock 02/15/2026 F 8,007(2) D $52.55 421,786 D
Common Stock 02/15/2026 M 14,478 A (3) 436,264 D
Common Stock 02/15/2026 D 14,478 D $52.55 421,786 D
Common Stock 02/15/2026 M 13,552 A (1) 435,338 D
Common Stock 02/15/2026 F 7,495(2) D $52.55 427,843 D
Common Stock 02/15/2026 M 13,552 A (3) 441,395 D
Common Stock 02/15/2026 D 13,552 D $52.55 427,843 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
2022 Restricted Stock Units (1) 02/15/2026 M 16,113 (4) 02/15/2026 Common Stock 16,113 (1) 0 D
Restricted Stock Units (1) 02/15/2026 M 25,000 (5) 02/15/2026 Common Stock 25,000 (1) 0 D
2023 Restricted Stock Units (1) 02/15/2026 M 19,775 (6) 02/15/2027 Common Stock 19,775 (1) 19,776 D
2024 Restricted Stock Units (1) 02/15/2026 M 14,478 (7) 02/15/2028 Common Stock 14,478 (1) 28,957 D
2024 Restricted Stock Units (3) 02/15/2026 M 14,478 (8) 02/15/2028 Common Stock 14,478 (3) 28,956 D
2025 Restricted Stock Units (1) 02/15/2026 M 13,552 (9) 02/15/2029 Common Stock 13,552 (1) 40,657 D
2025 Restricted Stock Units (3) 02/15/2026 M 13,552 (10) 02/15/2029 Common Stock 13,552 (3) 40,657 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, 2022, the reporting person was granted units, vesting in two equal annual installments commencing on February 15, 2025.
6. On February 15, 2023, the reporting person was granted units, vesting in four equal annual installments commencing on February 15, 2024.
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.
Alastair M. Borthwick / Michael P. Lapp POA 02/18/2026
** 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 did BAC CFO Alastair Borthwick report in this Form 4 filing?

Alastair Borthwick reported multiple equity award transactions on February 15, 2026. Restricted stock units were exercised into Bank of America common stock, with some shares delivered for taxes and issuer dispositions, updating his direct ownership position.

How many Bank of America (BAC) shares does the CFO own after these transactions?

Following the reported transactions, Alastair Borthwick directly owned 427,843 shares of Bank of America common stock. This figure reflects the net result of equity award conversions and related share deliveries reported for February 15, 2026.

Were any of the BAC insider transactions open-market buys or sells?

The reported activity consists of equity award exercises and related share deliveries, not open-market purchases or sales. Shares were converted from restricted stock units, with additional shares delivered to satisfy tax withholding obligations and dispositions back to the issuer.

What types of securities were involved in Alastair Borthwick’s BAC Form 4?

The filing reports transactions in restricted stock units from 2022, 2023, 2024, and 2025 and in Bank of America common stock. Each unit is the economic equivalent of one share of common stock, converting into shares under the vesting terms described.

How were taxes handled in this BAC insider equity transaction report?

Some common stock was delivered to satisfy tax withholding obligations arising from award exercises. Transactions coded as “F” and described as payment of tax liability by delivering securities reflect these tax-related share dispositions on February 15, 2026.

What do the vesting schedules in the BAC CFO’s equity awards indicate?

The footnotes show multiple grants vesting in equal annual installments beginning on specific February 15 dates. Some units vest in shares and others in cash, defining when restricted stock units convert into Bank of America common stock or cash value for the reporting person.
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