Bank of America (NYSE: BAC) CPO settles 2023 performance RSUs, withholds shares for tax

Rhea-AI Filing Summary

Bank of America Chief People Officer Sheri B. Bronstein exercised 39,551 2023 Performance Restricted Stock Units, converting them into 39,551 shares of common stock after performance goals were fully achieved for the 2023–2025 period. To cover tax withholding obligations, 20,231 common shares were automatically disposed of at $49.83 per share. Following these transactions, she directly holds 395,690 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^*

Bronstein Sheri B.

(Last) (First) (Middle)

100 N 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)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		39,551	A	(1)	415,921	D
Common Stock	03/01/2026		F		20,231(2)	D	$49.83	395,690	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
2023 Performance Restricted Stock Units	(1)	03/01/2026		M			39,551	(3)	(3)	Common Stock	39,551	(1)	0	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. On February 15, 2023, the reporting person was granted units, subject to the Company's attainment of 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, 2023 and ending December 31, 2025. For the performance period, an amount equaling 100% of the target was earned. All units earned were settled in shares on March 1, 2026, and no units remain outstanding.

	Sheri B. Bronstein / Michael P. Lapp POA	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BAC executive Sheri Bronstein report?

Sheri Bronstein reported exercising 39,551 2023 Performance Restricted Stock Units into common shares, then disposing of 20,231 shares to satisfy tax withholding obligations. These actions are part of equity compensation, not open-market buying or selling, and reflect settlement of performance-based awards.

How many Bank of America (BAC) shares does Sheri Bronstein now own?

After the reported Form 4 transactions, Sheri Bronstein directly owns 395,690 shares of Bank of America common stock. This figure reflects the conversion of performance RSUs into shares and the share disposition used to cover associated tax withholding obligations on March 1, 2026.

What are BAC 2023 Performance Restricted Stock Units reported in this filing?

The 2023 Performance Restricted Stock Units are awards where each unit represents a contingent right to receive one Bank of America common share. Vesting depended on three-year average return on assets and growth in adjusted tangible book value from 2023 to 2025, with 100% of target ultimately earned.

Why were 20,231 BAC shares disposed of at $49.83 in this Form 4?

The 20,231 Bank of America shares were surrendered at $49.83 per share to satisfy a tax withholding obligation. This tax-withholding disposition is coded “F” on the Form 4 and is not an open-market sale, but a standard mechanism tied to equity award settlement.

How were BAC performance goals measured for Sheri Bronstein’s RSUs?

Half of the units were tied to Bank of America’s three-year average return on assets, and half to three-year average growth in adjusted tangible book value, for the period January 1, 2023 through December 31, 2025. For this performance period, 100% of the target amount was earned.

Do any 2023 performance RSUs remain outstanding for Sheri Bronstein at BAC?

No units remain outstanding from the 2023 performance RSU grant. All earned units, equal to 100% of the target based on Bank of America’s performance from 2023 to 2025, were fully settled in shares on March 1, 2026, as disclosed in the Form 4 footnotes.