Bank of America (NYSE: BAC) CFO granted 2026 RSU and PRSU awards

Rhea-AI Filing Summary

Borthwick Alastair M reported acquisition or exercise transactions in this Form 4 filing.

Bank of America Executive Vice President and CFO Alastair M. Borthwick reported new equity awards tied to future Company performance and service. On February 13, 2026, he received 121,773 2026 Performance Restricted Stock Units, each representing a contingent right to one share of common stock.

These performance units relate to pre-set goals based on three-year average return on assets and three-year average growth in adjusted tangible book value from January 1, 2026 through December 31, 2028, and, to the extent earned, will be settled in shares on March 1, 2029. He was also granted 60,886 2026 Restricted Stock Units that are cash-settled and 60,887 2026 Restricted Stock Units that are share-settled, each vesting in four equal annual installments beginning February 15, 2027.

Following these awards, Borthwick directly beneficially owned 388,100 shares of Bank of America common stock and the reported derivative units as disclosed.

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^*

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)
02/13/2026

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								388,100	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		121,773		(2)	(2)	Common Stock	121,773	(1)	121,773	D
2026 Restricted Stock Units	(3)	02/13/2026		A		60,886		(4)	02/15/2030	Common Stock	60,886	(3)	60,886	D
2026 Restricted Stock Units	(1)	02/13/2026		A		60,887		(5)	02/15/2030	Common Stock	60,887	(1)	60,887	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.

	Alastair M. Borthwick / Michael P. Lapp POA	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did BAC CFO Alastair Borthwick report on February 13, 2026?

Alastair Borthwick reported receiving new equity awards on February 13, 2026. He was granted performance-based and time-based restricted stock units under Bank of America’s equity plan, rather than buying or selling shares in the open market.

How many performance-based units did BAC’s CFO receive in the 2026 award?

He received 121,773 2026 Performance Restricted Stock Units. Each unit represents a contingent right to one share of Bank of America common stock, with the final amount earned based on three-year performance against specified financial goals.

What performance period applies to the 2026 Performance Restricted Stock Units at BAC?

The performance period runs from January 1, 2026 through December 31, 2028. The units depend on Bank of America’s three-year average return on assets and three-year average growth in adjusted tangible book value over that timeframe.

When will BAC’s 2026 Performance Restricted Stock Units for the CFO be settled?

Any earned 2026 Performance Restricted Stock Units will be settled in shares on March 1, 2029. The actual payout can range from 0% to 150% of the 121,773 target units, depending on how fully the performance goals are met.

What time-based restricted stock units did the BAC CFO receive in 2026?

He received two time-based 2026 Restricted Stock Unit grants: 60,886 units that are settled in cash and 60,887 units that are settled in shares. Both awards vest in four equal annual installments starting February 15, 2027.

How many Bank of America common shares does the CFO beneficially own after these awards?

After the reported awards, Alastair Borthwick beneficially owns 388,100 shares of Bank of America common stock directly. This figure reflects his reported non-derivative holdings following the February 13, 2026 transactions.

Are the equity awards to BAC’s CFO exempt from short-swing profit rules?

Yes. The filing states each award was granted under the Bank of America Corporation Equity Plan in a transaction exempt under Rule 16b-3(d). That rule allows board-approved compensation awards without triggering certain short-swing profit recovery provisions.