Mogensen Lauren A 4

What Happened

Lauren A. Mogensen, Global General Counsel of Bank of America (BAC), exercised multiple contingent units that vested on Feb 15, 2026 and received a total of 112,062 shares. To satisfy tax withholding and related obligations, she surrendered/sold a total of 62,604 of those shares at $52.55 per share, generating roughly $3.29 million. The remaining shares (about 49,458) were retained after withholding.

Key Details

• Transaction date: Feb 15, 2026. Form 4 filed Feb 18, 2026 (no indication of a late filing).
• Exercises (code M): total acquired = 112,062 shares (from multiple prior unit grants).
• Withholding/sales (codes F and D): 62,604 shares disposed at $52.55 per share, proceeds/values shown totaling ~$3,289,840.
  • Individual withholding/surrender lots recorded include: 8,451; 24,238; 5,776; 3,799; 7,897; 4,032; 8,411 shares (each at $52.55).
• Net retained after withholding: ~49,458 shares.
• Relevant footnotes:
  • Units represent contingent rights to receive one share or the economic equivalent (F1, F3).
  • Grants referenced vest in installments beginning Feb 15 of prior years (see F4–F10).
  • F2: dispositions to the issuer were to satisfy tax withholding obligations.
• Transaction codes explained: M = exercise/conversion of derivative units; F = payment of exercise price or tax liability (share withholding); D = disposition to issuer to satisfy withholding.

Context

• This was primarily an exercise/vesting event, not an open-market purchase or discretionary sale. A substantial portion of the newly issued shares was surrendered to cover tax withholding — a routine administrative step following vesting.
• For retail investors: exercises and subsequent withholding/surrenders are common when equity awards vest and do not necessarily signal a personal stock-sale decision beyond meeting tax obligations.