BofA (NYSE: BAC) Co-President settles 2023 RSUs, with tax shares withheld

Rhea-AI Filing Summary

Bank of America Co-President James P. DeMare exercised 2023 performance-based restricted stock units that fully vested at target and converted into 149,876 shares of common stock on March 1, 2026. These units were granted in February 2023 and tied to three-year return on assets and adjusted tangible book value goals through December 31, 2025.

The earned shares were delivered into a revocable trust, which now holds 473,954 common shares after the conversions. To cover tax withholding obligations on this settlement, the trust disposed of 82,882 common shares at $49.83 per share, returning those shares to the issuer rather than through an open-market sale.

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^*

DeMare James P

(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)
	Co-President

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		149,876	A	(1)	473,954	I	Revocable Trust
Common Stock	03/01/2026		F		82,882(2)	D	$49.83	391,072	I	Revocable 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			149,876	(3)	(3)	Common Stock	149,876	(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.

	James P. DeMare / Michael P. Lapp POA	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did BAC Co-President James DeMare report in this Form 4 filing?

James DeMare reported the exercise of 2023 performance restricted stock units into 149,876 Bank of America common shares. The shares were settled on March 1, 2026 and delivered to a revocable trust, with a portion later withheld to satisfy related tax obligations.

How many Bank of America (BAC) shares came from the 2023 performance RSUs?

The 2023 performance restricted stock units yielded 149,876 Bank of America common shares. These units were granted in February 2023, tied to three-year performance goals, and settled entirely in shares on March 1, 2026 after 100% of the target award was earned.

Were BAC shares sold on the open market in this James DeMare Form 4?

No open-market sale was reported; 82,882 Bank of America shares were disposed of to the issuer at $49.83 per share. This disposition was solely to satisfy tax withholding obligations tied to the settlement of the performance restricted stock unit award.

How are James DeMare’s BAC shares held after these transactions?

After these transactions, 473,954 Bank of America common shares are held indirectly through a revocable trust. The trust received 149,876 shares from the RSU conversion and then delivered 82,882 shares back to the issuer to cover associated tax withholding liabilities.

What performance conditions applied to James DeMare’s 2023 BAC RSU grant?

The 2023 RSU grant depended on three-year average return on assets and three-year average growth in adjusted tangible book value. The performance period ran from January 1, 2023 through December 31, 2025, and 100% of the target amount was ultimately earned and settled in shares.

Did any 2023 performance RSUs remain outstanding for James DeMare at BAC?

No units remained outstanding from the 2023 performance RSU grant. All units earned based on three-year performance through December 31, 2025 were settled in Bank of America common shares on March 1, 2026, fully exhausting the original award.