BAC Insider Filing: 75,000 Performance Units Granted; 1,352 Shares Disposed

Rhea-AI Filing Summary

Hari Gopalkrishnan, Chief Technology & Information Officer at Bank of America Corporation, reported transactions on Form 4. The filing shows a disposition of 1,352 shares of common stock on 09/10/2025. On the same date he was granted 75,000 2025 Performance Restricted Stock Units (PRSUs), each representing a contingent right to receive one share of common stock. The PRSUs were awarded under the Bank of America Corporation Equity Plan and are subject to performance goals measured over the three-year period beginning January 1, 2025 and ending December 31, 2027. One-half of the units are tied to three-year average return on assets and one-half to three-year average growth in adjusted tangible book value. If earned, the award will be settled in shares on 09/10/2028; the reported 75,000 represents the maximum (100%) potential award.

Insights

Compensation & Governance Analyst

TL;DR: Executive received performance-based equity aligning pay with multi-year financial targets.

The grant of 75,000 performance restricted stock units to the Chief Technology & Information Officer ties a sizable equity award to measurable, multi-year company performance metrics: three-year average return on assets and three-year average growth in adjusted tangible book value. The award is structured with a maximum payout and a clear vesting/settlement date of September 10, 2028, which reinforces long-term alignment. The filing also discloses a contemporaneous disposition of 1,352 shares, which reduces his immediate direct holdings by that amount.

Securities Compliance Specialist

TL;DR: Form 4 properly discloses a rule 16b-3-exempt equity award and a separate share disposition.

The Form 4 identifies the PRSU award as exempt under Rule 16b-3(d) and provides required detail: award type, maximum units (75,000), performance measurement period (2025–2027), and settlement mechanics (shares issued if earned on 09/10/2028). The form also reports a non-derivative disposition of 1,352 common shares on 09/10/2025 and is signed by the reporting person or their POA on 09/12/2025, meeting Form 4 procedural requirements shown in the document.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gopalkrishnan Hari

Role Chief Tech & Info Officer

Type	Security	Shares	Price	Value
Grant/Award	2025 Performance Restricted Stock Units	75,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: 2025 Performance Restricted Stock Units — 75,000 shares (Direct); Common Stock — 1,352 shares (Direct)

Footnotes (2)

1. F1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
2. F2. 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, 2025 and ending December 31, 2027. To the extent earned, the award will be settled in shares on September 10, 2028. The reported number of units represents the "maximum" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 100% of the maximum, depending upon satisfaction of the performance goals.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/12/2025 - 07:05 PM Learn about SEC filing dates

FAQ

What did Hari Gopalkrishnan report on the Form 4?

The Form 4 reports a disposition of 1,352 common shares and a grant of 75,000 2025 Performance Restricted Stock Units on 09/10/2025.

What are the performance conditions for the 75,000 PRSUs?

One-half of the units are based on the company's three-year average return on assets and one-half on three-year average growth in adjusted tangible book value, for the period Jan 1, 2025 to Dec 31, 2027.

When will earned PRSUs be settled?

To the extent earned, the award will be settled in shares on September 10, 2028.

Does the Form 4 state the award size is guaranteed?

No. The filing states the reported 75,000 units represent the maximum (100%); actual payout may range from 0% to 100% based on performance.

Under what plan were the PRSUs granted?

The units were awarded under the Bank of America Corporation Equity Plan and the transaction is described as exempt under Rule 16b-3(d).

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^*

Gopalkrishnan Hari

(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)
	Chief Tech & Info Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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								1,352	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
2025 Performance Restricted Stock Units	(1)	09/10/2025		A		75,000		(2)	(2)	Common Stock	75,000	(1)	75,000	D

Explanation of Responses:

1. Each unit represents a contingent right to receive 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 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, 2025 and ending December 31, 2027. To the extent earned, the award will be settled in shares on September 10, 2028. The reported number of units represents the "maximum" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 100% of the maximum, depending upon satisfaction of the performance goals.

	Hari Gopalkrishnan / Michael P. Lapp POA	09/12/2025
	** 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.