Athanasia Dean C 4

What Happened

• Athanasia Dean, Co‑President of Bank of America, exercised a total of 190,997 vested units/derivatives on February 15, 2026. As part of the transactions, she surrendered (disposed to the issuer or to satisfy tax withholding) a total of 109,841 shares at $52.55 per share, generating about $5,772,144 in value used to cover tax liabilities. The underlying instruments are reported as contingent units/derivatives (no exercise price listed for the unit conversion lines).

Key Details

• Transaction date: February 15, 2026; Filing date: February 18, 2026 (filed after the transaction — appears to be one business day late versus the usual two‑business‑day Form 4 deadline).
• Units exercised (derivative code M): 190,997 total (broken out across several grants: 21,830; 75,000; 26,853; 17,769; 17,769; 15,888; 15,888).
• Shares surrendered for taxes/payment (code F) and disposition to issuer (code D): 109,841 shares total (withheld/tendered amounts: 10,553; 36,353; 13,007; 8,596; 7,675; plus issuer dispositions of 17,769 and 15,888).
• Price reported for withheld/disposed shares: $52.55 per share; total value surrendered ≈ $5,772,144.
• Footnotes: units represent contingent rights to one share (F1/F3). Grants cited have various vesting schedules (annual installments from grants dated 2022–2025; see F4–F10). F2 confirms dispositions to the issuer were to satisfy tax withholding.
• Shares owned after the transactions are not provided in the excerpt of the filing.

Context

• This appears to be a routine conversion/vesting event with a “sell‑to‑cover” / surrender of shares to pay taxes, not an open‑market sale. For derivative/unit exercises where shares are immediately withheld/surrendered to cover taxes, the transaction is typically administrative rather than an express bullish or bearish trade.
• Transaction codes: M = exercise/conversion of derivative units; F = payment of exercise price or tax liability (shares withheld); D = disposition to issuer (surrendered to company).
• No evidence in the provided filing of a 10b5‑1 plan or gifting — this is a vesting/exercise and tax‑withholding transaction.