BAC (NYSE: BAC) top counsel converts 47,877 RSUs, withholds shares for tax

Rhea-AI Filing Summary

Bank of America (BAC) Global General Counsel Lauren A. Mogensen exercised 47,877 2023 Performance Restricted Stock Units into 47,877 shares of common stock on March 1, 2026, following achievement of the award’s performance goals for the 2023–2025 period.

To cover related tax withholding, 23,199 common shares were disposed to the issuer at $49.83 per share. After these transactions, Mogensen directly owned 575,925 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^*

Mogensen Lauren A

(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)
	Global General Counsel

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		47,877	A	(1)	599,124	D
Common Stock	03/01/2026		F		23,199(2)	D	$49.83	575,925	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			47,877	(3)	(3)	Common Stock	47,877	(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.

	Lauren A. Mogensen / 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 transaction did BAC executive Lauren Mogensen report on this Form 4?

Lauren Mogensen reported exercising 47,877 performance restricted stock units into 47,877 Bank of America common shares. These RSUs were earned at 100% of target based on three-year performance goals and settled entirely in stock on March 1, 2026.

How many Bank of America (BAC) shares were used for tax withholding in this filing?

The filing shows 23,199 Bank of America common shares were disposed to the issuer at $49.83 per share. This transaction satisfied tax withholding obligations tied to the RSU vesting, rather than representing an open-market sale of shares.

What performance period applied to Lauren Mogensen’s 2023 BAC performance RSUs?

The 2023 performance RSUs covered a period from January 1, 2023 through December 31, 2025. Performance was measured on three-year average return on assets and three-year average growth in adjusted tangible book value for Bank of America Corporation.

What payout level was achieved for BAC’s 2023 performance RSUs in this Form 4?

The award vested at 100% of target for the 2023 performance RSUs. Based on Bank of America’s three-year performance metrics, all earned units were fully settled in common shares on March 1, 2026, with no performance units remaining outstanding.

How many Bank of America (BAC) shares does Lauren Mogensen own after these transactions?

After the reported RSU conversion and tax-withholding disposition, Lauren Mogensen directly owns 575,925 Bank of America common shares. This total reflects the added shares from the vested performance units, net of shares used to satisfy tax obligations.

Were any performance RSUs still outstanding for BAC’s 2023 grant after settlement?

No performance RSUs from the 2023 grant remained outstanding after settlement. The Form 4 notes that all units earned at 100% of target were converted into shares on March 1, 2026, and the derivative position was reduced to zero.