Form 4: Moynihan RSU Settlement and Share Sale at $50.59

Rhea-AI Filing Summary

Brian T. Moynihan, Chair and CEO of Bank of America Corporation, reported transactions on Form 4 showing activity on September 15, 2025. The filing reports the deemed acquisition of 17,891 cash‑settled restricted stock units (RSUs) that are economically equivalent to the same number of shares and the immediate disposition of 17,891 common shares at a price of $50.59 per share. After these transactions the filing shows Mr. Moynihan beneficially owned 2,651,313 shares directly and continued indirect ownership through a 401(k) plan and a trust, with total indirect holdings noted as 3,553.255 (401(k)) and 100,000 (trust) in the form provided. The RSUs were part of a February 14, 2025 grant that vests monthly through February 15, 2026 and are payable in cash.

Positive

• Continued substantial ownership: Mr. Moynihan retains 2,651,313 shares directly, indicating ongoing alignment with shareholders.
• Compensation plan functioning as intended: The RSUs granted February 14, 2025 vest monthly and are being settled according to schedule.

Negative

• Disposition of shares: Sale of 17,891 common shares at $50.59 reduced direct holdings.
• Cash‑settled RSUs: Units are payable in cash rather than additional stock, which slightly reduces insider equity accumulation compared with share‑settled awards.

Insights

Corporate Governance Expert

TL;DR: The CEO realized cash value from vested RSUs and slightly reduced his direct share count; ownership remains sizable and aligned with long‑term compensation structure.

The Form 4 discloses routine compensation settlement and a disposition of a tranche of vested units converted and sold on the same date. The transactions are consistent with cash settlement of restricted stock units granted on February 14, 2025, which vest monthly through February 2026. The sale of 17,891 shares at $50.59 appears to be a standard monetization of vested units rather than an outright large-scale divestiture, and Mr. Moynihan retains substantial direct and indirect holdings, which supports continuity of insider alignment with shareholders.

Securities/Insider Transactions Analyst

TL;DR: Transaction is procedural: RSU cash settlement and simultaneous sale; no clear material change to control or ownership concentration.

The filing lists a Code M acquisition (deemed execution) of 17,891 RSUs and a disposition of the same number of common shares priced at $50.59, indicating settlement and sale of vested compensation units. The RSUs are cash‑settled and vest monthly per the February 14, 2025 grant schedule. Post‑transaction direct beneficial ownership remains in the low millions, so the sale represents a minor percentage of outstanding insider holdings and is unlikely to be material to investors by itself.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		17,891	A	(1)	2,669,204	D
Common Stock	09/15/2025		D		17,891	D	$50.59	2,651,313	D
Common Stock								3,553.255	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2025 Cash Settled Restricted Stock Units	(1)	09/15/2025		M			17,891	(2)	02/15/2026	Common Stock	17,891	(1)	89,458	D

Explanation of Responses:

1. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.

2. On February 14, 2025, the reporting person was granted units, vesting and payable solely in cash as follows: 1/12th of the stock units vest and become payable on the 15th day of each month during the 12-month period beginning in March 2025 and ending in February 2026.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Brian T. Moynihan / Michael P. Lapp POA	09/17/2025
	** 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.

FAQ

What insider transactions did Brian T. Moynihan report on the Form 4?

The Form 4 reports the deemed acquisition of 17,891 cash‑settled RSUs and the disposition of 17,891 common shares sold at $50.59 on 09/15/2025.

How many shares does the CEO beneficially own after the reported transactions?

Following the reported transactions Mr. Moynihan is shown as beneficially owning 2,651,313 shares directly, plus indirect holdings noted via a 401(k) and a trust.

What is the nature and schedule of the RSU grant referenced in the filing?

The RSUs were granted on 02/14/2025 and vest monthly: 1/12th vests and becomes payable on the 15th day of each month from March 2025 through February 2026; they are payable solely in cash.

Was the reported sale large relative to the CEO’s total holdings?

No; the sale of 17,891 shares reduced direct holdings from 2,669,204 to 2,651,313, a small fraction of total reported direct ownership.

Which issuer and ticker are referenced in the Form 4?

The filing identifies the issuer as Bank of America Corporation with the trading symbol shown as BAC in the document.