BAC (NYSE: BAC) CEO Brian Moynihan receives large 2026 RSU and performance awards

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Form Type

Rhea-AI Filing Summary

MOYNIHAN BRIAN T reported acquisition or exercise transactions in this Form 4 filing.

Bank of America Corporation Chair and CEO Brian T. Moynihan reported new equity awards and updated his share holdings. On February 13, 2026, he received 216,994 2026 cash-settled restricted stock units, each economically equivalent to one common share and payable in cash in 12 monthly installments from March 2026 through February 2027.

He was also granted 361,656 2026 performance restricted stock units that may pay out between 0% and 150% of this target amount in shares on March 1, 2029, based on three-year return on assets and adjusted tangible book value growth from January 1, 2026 through December 31, 2028. In addition, he received 144,663 2026 restricted stock units that vest in four equal annual installments beginning February 15, 2027.

Following these awards, Moynihan beneficially owns 2,421,313 Bank of America common shares directly, plus 3,583.484 shares through a 401(k) plan and 100,000 shares held by a trust.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider MOYNIHAN BRIAN T

Role Chair and CEO

Type	Security	Shares	Price	Value
Grant/Award	2026 Cash Settled Restricted Stock Units	216,994	$0.00	$0.00
Grant/Award	2026 Performance Restricted Stock Units	361,656	$0.00	$0.00
Grant/Award	2026 Restricted Stock Units	144,663	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: 2026 Cash Settled Restricted Stock Units — 216,994 shares (Direct); 2026 Performance Restricted Stock Units — 361,656 shares (Direct); 2026 Restricted Stock Units — 144,663 shares (Direct); Common Stock — 2,421,313 shares (Direct); Common Stock — 3,583.484 shares (Indirect, 401(k) Plan); Common Stock — 100,000 shares (Indirect, By Trust)

Footnotes (5)

F1. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.
F2. Award under the Bank of America Corporation Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units vest and are payable solely in cash as follows: 1/12th on the 15th day of each month during the 12-month period beginning March 2026 and ending in February 2027.
F3. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
F4. 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.
F5. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/13/2026 - 08:01 PM

FAQ

What equity awards did BAC CEO Brian Moynihan receive on February 13, 2026?

Brian Moynihan received three equity awards: 216,994 2026 cash-settled restricted stock units, 361,656 2026 performance restricted stock units, and 144,663 2026 time-based restricted stock units, all granted under the Bank of America Corporation Equity Plan as a Rule 16b-3(d) exempt transaction.

How do Brian Moynihan’s 2026 cash-settled restricted stock units at BAC vest?

The 216,994 2026 cash-settled restricted stock units vest and are paid only in cash. One-twelfth of the units becomes payable on the 15th day of each month from March 2026 through February 2027, each unit economically equivalent to one share of Bank of America common stock.

What performance conditions apply to BAC’s 2026 Performance Restricted Stock Units granted to Brian Moynihan?

The 361,656 2026 performance restricted stock units are tied to pre-set goals. Half depend on three-year average return on assets, and half on three-year average growth in adjusted tangible book value from January 1, 2026 to December 31, 2028, with settlement in shares on March 1, 2029.

What payout range is possible for Brian Moynihan’s 2026 performance RSU award at BAC?

The reported 361,656 performance restricted stock units represent the 100% target. Depending on achievement of the three-year financial performance goals, the actual number of shares delivered at vesting can range from 0% to 150% of this target amount under the Equity Plan.

When do Brian Moynihan’s 2026 time-based restricted stock units at BAC vest?

The 144,663 2026 restricted stock units are time-based awards. They vest in four equal annual installments starting February 15, 2027, and are settled in Bank of America common shares, subject to the terms of the company’s Equity Plan and continued service requirements.

How many Bank of America common shares does Brian Moynihan beneficially own after these grants?

After the reported transactions, Brian Moynihan beneficially owns 2,421,313 Bank of America common shares directly, 3,583.484 shares indirectly through a 401(k) plan, and 100,000 shares indirectly held by a trust, as disclosed in the Form 4 filing’s ownership tables.

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^*

MOYNIHAN BRIAN T

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chair and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,421,313	D
Common Stock								3,583.484	I	401(k) Plan
Common Stock								100,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2026 Cash Settled Restricted Stock Units	⁽¹⁾	02/13/2026		A		216,994		⁽²⁾	02/15/2027	Common Stock	216,994	⁽¹⁾	216,994	D
2026 Performance Restricted Stock Units	⁽³⁾	02/13/2026		A		361,656		⁽⁴⁾	⁽⁴⁾	Common Stock	361,656	⁽³⁾	361,656	D
2026 Restricted Stock Units	⁽³⁾	02/13/2026		A		144,663		⁽⁵⁾	02/15/2030	Common Stock	144,663	⁽³⁾	144,663	D

Explanation of Responses:

1. Each unit is the economic equivalent of 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 vest and are payable solely in cash as follows: 1/12th on the 15th day of each month during the 12-month period beginning March 2026 and ending in February 2027.

3. Each unit represents a contingent right to receive 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 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.

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.

	Brian T. Moynihan / Michael P. Lapp POA	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR