Form 4: Director Clayton Rose Acquires Bank of America Phantom Stock

Bank of America Director Clayton S. Rose acquired 5,365.01 phantom stock units as part of his annual director compensation.

Summary

• Director Clayton S. Rose acquired 5,365.01 phantom stock units on May 4, 2026.
• The acquisition was made under the Bank of America Corporation Director Deferral Plan.
• Each phantom stock unit is the economic equivalent of one share of Bank of America common stock.
• The total beneficial ownership of phantom stock units following the transaction is 74,303.39 units.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine administrative filing regarding director compensation, which carries a neutral sentiment.

Positives

• Director compensation is being settled in equity-linked instruments, aligning director interests with shareholders.

Negatives

• None identified.

Risks

• Value of phantom stock units is tied directly to the performance of Bank of America common stock.

Future Outlook

The phantom stock units are held under a deferral plan and may be settled in cash upon the director's death or termination of service.

Industry Context

StockSavvy.ai notes that director compensation via deferred equity units is a standard corporate governance practice among major financial institutions to ensure long-term alignment with shareholder value.

Comparison to Industry Standards

• The use of Director Deferral Plans is consistent with compensation structures at peer institutions like JPMorgan Chase and Citigroup.
• The conversion of compensation into phantom stock is a common mechanism to maintain equity exposure without immediate share issuance.

Corporate Governance

Stakeholder Impact

• Minimal impact on shareholders as this is a standard compensation arrangement.

Next Steps

• No further actions required by the reporting person regarding this specific transaction.

Key Dates

Keywords

Bank of America, BAC, Director Compensation, Insider Transaction, Phantom Stock, Clayton Rose