Bank of America (BAC) CFO exercises 79,101 RSUs and sells 68,000 shares

Rhea-AI Filing Summary

Bank of America Executive Vice President & CFO Alastair M. Borthwick reported multiple equity transactions involving company stock. On March 1, 2026, he exercised 79,101 2023 Performance Restricted Stock Units, receiving the same number of common shares at a price of $0.00 per share.

In connection with this vesting, 43,743 shares of common stock were disposed of at $49.83 per share to satisfy tax withholding obligations, and earlier, on February 27, 2026, 32,000 shares were transferred as a bona fide charitable gift. He also sold 68,000 shares in an open-market transaction at $50.24 per share and reported direct ownership of 327,843 shares after these transactions.

The performance units granted on February 15, 2023 were tied to three-year average return on assets and three-year average growth in adjusted tangible book value from January 1, 2023 through December 31, 2025. The company achieved 100% of the target, and all earned units were settled in shares, with no units remaining outstanding.

Insider Trade Summary

Net Seller: 68,000 shares ($3,416,320)

Net Sell 5 txns

Insider Borthwick Alastair M

Role Executive Vice President & CFO

Sold 68,000 shs ($3.42M)

Type	Security	Shares	Price	Value
Exercise	2023 Performance Restricted Stock Units	79,101	$0.00	--
Exercise	Common Stock	79,101	$0.00	--
Tax Withholding	Common Stock	43,743	$49.83	$2.18M
Gift	Common Stock	32,000	$0.00	--
Sale	Common Stock	68,000	$50.24	$3.42M

Holdings After Transaction: 2023 Performance Restricted Stock Units — 0 shares (Direct); Common Stock — 406,944 shares (Direct)

Footnotes (1)

1. Represents a charitable gift by the reporting person. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock. Disposition of shares to the issuer to satisfy a tax withholding obligation. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

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)
02/27/2026

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	02/27/2026		G(1)		32,000	D	$0	395,843	D
Common Stock	02/27/2026		S		68,000	D	$50.24	327,843	D
Common Stock	03/01/2026		M		79,101	A	(2)	406,944	D
Common Stock	03/01/2026		F		43,743(3)	D	$49.83	363,201	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	(2)	03/01/2026		M			79,101	(4)	(4)	Common Stock	79,101	(2)	0	D

Explanation of Responses:

1. Represents a charitable gift by the reporting person.

2. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.

3. Disposition of shares to the issuer to satisfy a tax withholding obligation.

4. 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.

	Alastair M. Borthwick / 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 did BAC Executive Vice President & CFO Alastair Borthwick report on this Form 4?

Alastair Borthwick reported the vesting and exercise of 79,101 2023 Performance Restricted Stock Units into common shares and several related share dispositions. These included tax withholding, a charitable gift, and an open-market sale, all reflected in his updated direct ownership balance.

How many Bank of America (BAC) shares did the CFO sell and at what price?

The CFO sold 68,000 shares of Bank of America common stock in an open-market transaction at $50.24 per share. This sale was separate from additional shares disposed of to cover tax withholding obligations linked to the equity award vesting.

How many BAC shares were withheld or disposed of for taxes in this filing?

The filing shows 43,743 shares of Bank of America common stock disposed of at $49.83 per share to satisfy a tax withholding obligation. This tax-related disposition occurred in connection with the settlement of vested performance-based restricted stock units.

Did the BAC CFO make any charitable gifts of stock in this Form 4?

Yes. The Form 4 notes a bona fide charitable gift of 32,000 shares of Bank of America common stock. A footnote clarifies that this transfer represents a charitable gift by the reporting person, separate from sales and tax-withholding dispositions reported.

What are the 2023 Performance Restricted Stock Units reported by BAC’s CFO?

The 2023 Performance Restricted Stock Units are equity awards where each unit equals one common share. They were granted on February 15, 2023 and tied to three-year average return on assets and growth in adjusted tangible book value, earning 100% of target.

How many Bank of America (BAC) shares does the CFO own after these transactions?

After all reported transactions, the CFO directly owns 327,843 shares of Bank of America common stock. This figure reflects the vesting of performance units, the tax withholding share disposition, the charitable gift, and the open-market sale reported in the Form 4.

Were any 2023 performance units left outstanding after settlement for the BAC CFO?

No. A footnote states that for the performance period, 100% of the target amount was earned and all earned units were settled in shares on March 1, 2026. The disclosure adds that no units remain outstanding after this settlement.