Bank of America (NYSE: BAC) vice chair nets RSU shares after tax withholding

Rhea-AI Filing Summary

Bank of America executive Bruce R. Thompson reported equity award activity involving performance-based restricted stock units and common stock. He exercised 2023 Performance Restricted Stock Units covering 87,428 units, which converted into the same number of Bank of America common shares at a price of $0.00 per share.

To cover tax withholding on this vesting, 42,518 common shares were disposed of to the issuer at $49.83 per share, characterized as a tax-withholding disposition rather than an open-market sale. After these transactions, he directly held 904,061 common shares

He also directly held 40,000 shares of Preferred Stock, Series LL, and indirectly, through a trust, 60,000 shares of Preferred Stock, Series NN and 225,000 common shares. A footnote explains that the 2023 performance units were earned at 100% of target based on three-year performance goals and were fully settled in shares on March 1, 2026.

03/03/2026 - 06:55 PM

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^*

Thompson Bruce R.

(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)
	Vice Chair, Head Ent Credit

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		87,428	A	(1)	946,579	D
Common Stock	03/01/2026		F		42,518(2)	D	$49.83	904,061	D
Preferred Stock, Series LL								40,000	D
Preferred Stock, Series NN								60,000	I	by Trust
Common Stock								225,000	I	by Trust

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			87,428	(3)	(3)	Common Stock	87,428	(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.

	Bruce R. Thompson / 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 Bruce R. Thompson report at Bank of America (BAC)?

Bruce R. Thompson exercised 87,428 performance restricted stock units into common shares and disposed of 42,518 common shares to cover tax withholding. These transactions reflect equity award vesting and tax settlement, not open-market buying or selling of Bank of America stock.

How many Bank of America common shares does Bruce R. Thompson hold after this Form 4?

After the reported transactions, Bruce R. Thompson directly holds 904,061 Bank of America common shares. In addition, a trust associated with him holds 225,000 common shares, giving him substantial direct and indirect exposure to Bank of America’s common equity through these holdings.

Were the Bank of America shares on Bruce R. Thompson’s Form 4 sold in the open market?

No, 42,518 Bank of America common shares were disposed of to the issuer to satisfy tax withholding obligations. The filing characterizes this as payment of tax liability by delivering securities, rather than an open-market sale to third-party investors.

What are the 2023 performance restricted stock units reported by Bruce R. Thompson at BAC?

The 2023 performance restricted stock units were awards that convert into one Bank of America common share per unit. They were earned at 100% of target based on three-year performance metrics and were fully settled in shares on March 1, 2026, leaving no units outstanding.

What preferred stock holdings of Bank of America does Bruce R. Thompson report?

Bruce R. Thompson reports direct ownership of 40,000 shares of Bank of America Preferred Stock, Series LL. A trust associated with him also holds 60,000 shares of Preferred Stock, Series NN. These preferred positions supplement his direct and indirect holdings of Bank of America common stock.

How does the trust ownership reported in the BAC Form 4 affect Bruce R. Thompson’s holdings?

The Form 4 shows indirect ownership "by Trust" of 225,000 Bank of America common shares and 60,000 Series NN preferred shares. While held through a trust, these positions are reported as indirect ownership, adding to his overall economic exposure to Bank of America securities.