BAC: Leadership change

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 21, 2026, the Board of Directors (the “Board”) of Bank of America Corporation (the “Corporation”) increased the size of the Board from 12 directors to 14 directors and appointed James Fitterling and William Thomas to serve on the Board, effective immediately. Mr. Fitterling was appointed to serve as a member of the Enterprise Risk Committee and the Compensation and Human Capital Committee, and Mr. Thomas was appointed to serve as a member of the Audit Committee and Corporate Governance Committee. Mr. Fitterling is Executive Chairman of the Board of Directors and former President and Chief Executive Officer of Dow Inc. and Mr. Thomas is the former Global Chairman and Chief Executive Officer of KPMG International Limited. For their service on the Board and its committees, Messrs. Fitterling and Thomas will receive compensation as non-employee directors in accordance with the Corporation’s non-employee director compensation program described under the caption “Director Compensation” in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2026. Under the non-employee director compensation program, Messrs. Fitterling and Thomas will be granted restricted stock and cash awards on October 21, 2026, the amount of which will be prorated from the date of appointment to the Corporation’s next annual shareholders’ meeting. A copy of the Corporation’s news release announcing the appointment of Messrs. Fitterling and Thomas is attached as Exhibit 99.1 and incorporated in this report by reference. ITEM 9.01. Financial Statements and Exhibits .