MOYNIHAN BRIAN T 4

What Happened

• Brian T. Moynihan, Chairman and CEO of Bank of America (BAC), exercised/conversion of multiple vested equity units on Feb 15, 2026, resulting in the acquisition of 166,296 shares (aggregate of exercised units).
• To satisfy tax withholding and related obligations, he surrendered/disposed a total of 90,173 shares at an implied value of $52.55 per share, representing approximately $4,738,592. These dispositions were routine withholding/net-settlement actions rather than open-market sales.

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026 (filed within the standard 2-business-day window).
• Exercise/conversion (Form 4 code M): total acquired = 166,296 shares (from multiple unit grants).
• Tax withholding / share surrender (codes F and D): total disposed = 90,173 shares at $52.55 per share, total value ≈ $4,738,592.
• Shares owned after transaction: Not disclosed in the supplied filing.
• Relevant footnotes:
  • F1/F3: Each unit represents or is economically equivalent to one share of BAC common stock.
  • F2: Dispositions to the issuer were to satisfy tax withholding obligations.
  • F4–F8: Units were granted in prior years (2022–2025) with various vesting schedules (annual installments and monthly cash-settled installments), explaining why these units vested now.

Context

• These entries reflect exercising vested equity units and using a portion of the resulting shares to satisfy tax withholding (a net settlement/cashless-like routine), not an open-market sell decision. In Form 4 jargon: M = exercise/conversion of derivative units; F = share disposition to cover tax liability; D = disposition to issuer.
• Routine tax-withholding transactions are common for executives when restricted stock/units vest and do not necessarily indicate a change in the insider's view of the company.