A Dark Vector Cognition product

Item 15. Exhibits, Financial Statement Schedules

37K characters. Original on sec.gov · Markdown

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

Consolidated Statement of Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statement of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Balance Sheet at December 31, 2025 and 2024

Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023

Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

(2) Schedules:

None

(3) Index to Exhibits

With the exception of the information expressly incorporated herein by reference, the 2026 Proxy Statement shall not be deemed filed as part of this Annual Report on Form 10-K.

Incorporated by Reference
Exhibit No.DescriptionNotesFormExhibitFiling DateFile No.
3.1Restated Certificate of Incorporation, as amended and in effect on the date hereof10-Q3.17/31/251-6523
3.2Amended and Restated Bylaws of the Corporation as in effect on the date hereof10-Q3.27/30/241-6523
4.1Indenture dated as of January 1, 1995 (for senior debt securities) between registrant (successor to NationsBank Corporation) and BankAmerica National Trust CompanyS-34.12/1/9533-57533
4.2First Supplemental Indenture dated as of September 18, 1998 between registrant and U.S. Bank Trust National Association (successor to BankAmerica National Trust Company) to the indenture dated as of January 1, 1995 (See Exhibit 4.1)8-K4.311/18/981-6523
4.3Second Supplemental Indenture dated as of May 7, 2001 between registrant, U.S. Bank Trust National Association, as Prior Trustee, and The Bank of New York, as Successor Trustee to the indenture dated as of January 1, 1995 (See Exhibit 4.1)8-K4.46/14/011-6523
4.4Third Supplemental Indenture dated as of July 28, 2004 between registrant and The Bank of New York to the indenture dated as of January 1, 1995 (See Exhibit 4.1)8-K4.28/27/041-6523
4.5Fourth Supplemental Indenture dated as of April 28, 2006 between registrant and The Bank of New York to the indenture dated as of January 1, 1995 (See Exhibit 4.1)S-34.65/5/06333-133852
4.6Fifth Supplemental Indenture dated as of December 1, 2008 between registrant and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York) to the indenture dated as of January 1, 1995 (See Exhibit 4.1)8-K4.112/5/081-6523
4.7Sixth Supplemental Indenture dated as of February 23, 2011 between registrant and The Bank of New York Mellon Trust Company, N.A. to the indenture dated as of January 1, 1995 (See Exhibit 4.1)10-K4(ee)2/25/111-6523
4.8Seventh Supplemental Indenture dated as of January 13, 2017 between registrant and The Bank of New York Mellon Trust Company, N.A. to the indenture dated as of January 1, 1995 (See Exhibit 4.1)8-K4.11/13/171-6523
4.9Eighth Supplemental Indenture dated as of February 23, 2017 between registrant and the Bank of New York Mellon Trust Company, N.A. to the indenture dated as of January 1, 1995 (See Exhibit 4.1)10-K4(a)2/23/171-6523
4.10Successor Trustee Agreement effective December 15, 1995 between registrant (successor to NationsBank Corporation) and First Trust of New York, National Association, as successor trustee to BankAmerica National Trust CompanyS-34.26/28/96333-07229
4.11Agreement of Appointment and Acceptance dated as of December 29, 2006 between registrant and The Bank of New York Trust Company, N.A.10-K4(aaa)2/28/071-6523
4.12Form of Senior Registered NoteS-34.125/1/15333-202354
4.13Form of Registered Global Senior Medium-Term Note, Series LS-34.135/1/15333-202354
4.14Form of Master Registered Global Senior Medium-Term Note, Series LS-34.145/1/15333-202354
4.15Form of Registered Global Senior Medium-Term Note, Series M8-K4.21/13/171-6523
4.16Form of Master Registered Global Senior Medium-Term Note, Series M8-K4.31/13/171-6523
4.17Indenture dated as of January 1, 1995 (for subordinated debt securities) between registrant (successor to NationsBank Corporation) and The Bank of New YorkS-34.52/1/9533-57533
4.18First Supplemental Indenture dated as of August 28, 1998 between registrant and The Bank of New York to the indenture dated as of January 1, 1995 (See Exhibit 4.17)8-K4.711/18/981-6523
177 Bank of America
Incorporated by Reference
Exhibit No.DescriptionNotesFormExhibitFiling DateFile No.
4.19Second Supplemental Indenture dated as of January 25, 2007 between registrant and The Bank of New York Trust Company, N.A. (successor to The Bank of New York) to the indenture dated as of January 1, 1995 (See Exhibit 4.17)S-44.33/16/07333-141361
4.20Third Supplemental Indenture dated as of February 23, 2011 between registrant and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.) to the indenture dated as of January 1, 1995 (See Exhibit 4.17)10-K4(ff)2/25/111-6523
4.21Fourth Supplemental Indenture dated as of February 23, 2017 between registrant and The Bank of New York Mellon Trust Company, N.A. to the indenture dated as of January 1, 1995 (See Exhibit 4.17)10-K4(i)2/23/171-6523
4.22Indenture dated as of June 27, 2018 (for senior debt securities) between the registrant and The Bank of New York Mellon Trust Company, N.A.S-34.36/27/18333-224523
4.23Form of Registered Global Senior Medium-Term Note, Series N (prior to August 2021)S-34.46/27/18333-224523
4.24Form of Master Registered Global Senior Medium-Term Note, Series N (prior to August 2021)S-34.56/27/18333-224523
4.25Form of Registered Global Senior Medium-Term Note, Series N (from August 2021 to March 2024)S-34.48/2/21333-257399
4.26Form of Master Registered Global Senior Medium-Term Note, Series N (from August 2021)S-34.58/2/21333-257399
4.27Form of Registered Global Senior Medium-Term Note, Series N (from April 2024)S-34.43/5/24333-277673
4.28Indenture dated as of June 27, 2018 (for subordinated debt securities) between the registrant and The Bank of New York Mellon Trust Company, N.A.S-34.66/27/18333-224523
4.29Form of Registered Global Subordinated Medium-Term Note, Series N (prior to August 2021)S-34.76/27/18333-224523
4.30Form of Registered Global Subordinated Medium-Term Note, Series N (from August 2021 to March 2024)S-34.78/2/21333-257399
4.31Form of Registered Global Subordinated Medium-Term Note, Series N (from April 2024)S-34.63/5/24333-277673
Registrant and its subsidiaries have other long-term debt agreements, but these are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Copies of these agreements will be furnished to the Commission on request
4.32Description of the Corporation's Securities1
10.1Bank of America Pension Restoration Plan, as amended and restated effective January 1, 2009 (Pension Restoration Plan)210-K10(c)2/27/091-6523
10.2First Amendment to the Pension Restoration Plan dated December 18, 2009210-K10(c)2/26/101-6523
10.3Second Amendment to the Pension Restoration Plan dated June 29, 2012210-K10(a)2/28/131-6523
10.4Third Amendment to the Pension Restoration Plan dated March 26, 2013210-K10.42/19/201-6523
10.5Fourth Amendment to the Pension Restoration Plan dated August 22, 2013210-K10.52/19/201-6523
10.6Fifth Amendment to the Pension Restoration Plan dated December 5, 2014210-K10.62/19/201-6523
10.7Sixth Amendment to the Pension Restoration Plan dated December 15, 2016210-K10.72/19/201-6523
10.8Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan) as amended and restated effective January 1, 2015210-K10(c)2/25/151-6523
10.9First Amendment to the Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan), as amended and restated effective January 1, 2015210-K10(vv)2/24/161-6523
10.10Second Amendment to the Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan), as amended and restated effective January 1, 20152S-84(c)11/19/19333-234780
10.11Third Amendment to the Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan), as amended and restated effective January 1, 2015210-K10.142/19/201-6523
10.12Fourth Amendment to the Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan), as amended and restated effective January 1, 2015210-K10.152/24/211-6523
10.13Fifth Amendment to the Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan), as amended and restated effective January 1, 20151,2
10.14Sixth Amendment to the Bank of America Deferred Compensation Plan (formerly known as the Bank of America 401(k) Restoration Plan), as amended and restated effective January 1, 20151,2
10.15Bank of America Executive Incentive Compensation Plan, as amended and restated effective December 10, 2002210-K10(g)3/3/031-6523
10.16Amendment to Bank of America Executive Incentive Compensation Plan, dated January 23, 2013210-K10(d)2/28/131-6523
10.17Bank of America Director Deferral Plan, as amended and restated effective January 1, 2005210-K10(g)2/28/071-6523
10.18Bank of America Director Deferral Plan, as amended and restated effective January 1, 2019210-K10(f)2/26/191-6523
10.19Bank of America Corporation Key Employee Equity Plan (formerly known as the Key Associate Stock Plan), as amended and restated effective May 6, 2015 (2015 KEEP)28-K10.25/7/151-6523
Bank of America 178
Incorporated by Reference
Exhibit No.DescriptionNotesFormExhibitFiling DateFile No.
10.20First Amendment to the 2015 KEEP dated December 19, 2018210-K10(mm)2/26/191-6523
10.21Second Amendment to the 2015 KEEP dated April 24, 201928-K10.14/24/191-6523
10.22Bank of America Corporation Equity Plan (formerly known as the Key Employee Equity Plan), as amended and restated effective April 20, 2021 (2021 BACEP)28-K10.14/22/211-6523
10.23Bank of America Corporation Equity Plan (formerly known as the Key Employee Equity Plan), as amended and restated effective April 25, 2023 (2023 BACEP)28-K10.14/28/231-6523
10.24Bank of America Corporation Equity Plan (formerly known as the Key Employee Equity Plan), as amended and restated effective April 24, 2024 (2024 BACEP)28-K10.14/26/241-6523
10.25Bank of America Corporation Equity Plan (formerly known as the Key Employee Equity Plan), as amended and restated effective April 22, 2025 (2025 BACEP)28-K10.14/24/251-6523
10.26Form of Restricted Stock Award Agreement for Non-Employee Directors under the 2023 BACEP210-K10.242/25/251-6523
10.27Form of Time-based Restricted Stock Units Award Agreement (February 2021) under the 2015 KEEP210-Q10.14/29/211-6523
10.28Form of Performance Restricted Stock Units Award Agreement (February 2021) under the 2015 KEEP210-Q10.24/29/211-6523
10.29Form of Cash-settled Restricted Stock Units Award Agreement under the 2021 BACEP210-K10.322/22/221-6523
10.30Form of Time-Based Restricted Stock Units Award Agreement under the 2021 BACEP210-K10.332/22/221-6523
10.31Form of Performance-Based Restricted Stock Units Award Agreement under the 2021 BACEP210-K10.342/22/221-6523
10.32Form of Cash-Settled Restricted Stock Units Award Agreement under the 2023 BACEP210-Q10.14/30/241-6523
10.33Form of Performance-Based Restricted Stock Units Award Agreement under the 2023 BACEP210-Q10.24/30/241-6523
10.34Form of Time-Based Cash-Settled Restricted Stock Units Award Agreement under the 2023 BACEP210-Q10.34/30/241-6523
10.35Form of Time-Based Share-Settled Restricted Stock Units Award Agreement under the 2023 BACEP210-Q10.44/30/241-6523
10.36Form of Cash-Settled Restricted Stock Units Award Agreement under the 2024 BACEP210-Q10.14/30/251-6523
10.37Form of Performance-Based Restricted Stock Units Award Agreement under the 2024 BACEP210-Q10.24/30/251-6523
10.38Form of Time-Based Cash-Settled Restricted Stock Units Award Agreement under the 2024 BACEP210-Q10.34/30/251-6523
10.39Form of Time-Based Share-Settled Restricted Stock Units Award Agreement under the 2024 BACEP210-Q10.44/30/251-6523
10.40Form of Phantom Restricted Stock Units Award Agreement210-K10.352/22/221-6523
10.41Amendment to various plans in connection with FleetBoston Financial Corporation merger dated October 27, 2003210-K10(v)3/1/041-6523
10.42FleetBoston Supplemental Executive Retirement Plan effective December 31, 2004210-K10(r)3/1/051-6523
10.43FleetBoston Executive Deferred Compensation Plan No. 2 effective December 16, 2003210-K10(u)3/1/051-6523
10.44FleetBoston Executive Supplemental Plan effective December 31, 2004210-K10(v)3/1/051-6523
10.45Retirement Income Assurance Plan for Legacy Fleet, as amended and restated effective January 1, 2009210-K10(p)2/26/101-6523
10.46First Amendment to the Retirement Income Assurance Plan for Legacy Fleet, as amended and restated effective January 1, 2009210-K10(I)2/28/131-6523
10.47Global amendment to definition of “change in control” or “change of control,” together with a list of plans affected by such amendment210-K10(oo)3/1/051-6523
10.48Employment Agreement dated October 27, 2003 between registrant and Brian T. Moynihan2S-410(d)12/4/03333-110924
10.49Cancellation Agreement dated October 26, 2005 between registrant and Brian T. Moynihan28-K10.110/26/051-6523
10.50Agreement Regarding Participation in the Fleet Boston Supplemental Executive Retirement Plan dated October 26, 2005 between registrant and Brian T. Moynihan28-K10.210/26/051-6523
10.51Securities Purchase Agreement dated August 25, 2011 between registrant and Berkshire Hathaway Inc. (including forms of the certificate of Designations, Warrant and Registration Rights Agreement)8-K1.18/25/111-6523
10.52ESA Retention Agreement dated March 15, 2004 between the Corporation and Dean C. Athanasia210-Q10(c)4/26/191-6523
10.53Letter Agreement dated November 9, 2021 between the Corporation and James P. DeMare2, 310-Q10.14/29/221-6523
10.54Employment Offer Letter dated March 4, 2019 between the Corporation and Matthew M. Koder2, 310-Q10.24/29/221-6523
179 Bank of America
Incorporated by Reference
Exhibit No.DescriptionNotesFormExhibitFiling DateFile No.
10.55Letter of Understanding dated March 4, 2019 between the Corporation and Matthew M. Koder2, 310-Q10.34/29/221-6523
10.56Form of Acknowledgement of and Agreement to the Incentive Compensation Recoupment Policy210-Q10.54/30/241-6523
10.57Form of Aircraft Time Sharing Agreement (Multiple Aircraft) between Bank of America, N.A. and certain executive officers of the Corporation, including Named Executive Officers1,2,3
10.58Form of BofA Securities Europe S.A. and Merrill Lynch International Appointment Letters with respect to service on the Board of Directors1,2
18Preferability Letter from PricewaterhouseCoopers LLP for Accounting Principle Change1
19Bank of America Corporation Insider Trading Policy10-K192/25/251-6523
21Direct and Indirect Subsidiaries of Bank of America Corporation As of December 31, 20251
22Subsidiary Issuers of Guaranteed Securities1
23Consent of PricewaterhouseCoopers LLP1
24Power of Attorney1
31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 20021
31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 20021
32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20024
32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20024
97.1Incentive Compensation Recoupment Policy10-K97.12/20/241-6523
99.1Bank of America Corporation Corporate Policy Regarding Seeking Stockholder Approval of Future Severance Agreements10-K99.12/22/231-6523
101.INSInline XBRL Instance Document5
101.SCHInline XBRL Taxonomy Extension Schema Document1
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document1
101.LABInline XBRL Taxonomy Extension Label Linkbase Document1
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document1
101.DEFInline XBRL Taxonomy Extension Definitions Linkbase Document1
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)Filed Herewith.

(2)Exhibit is a management contract or compensatory plan or arrangement.

(3)As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain portions of this exhibit have been redacted from the publicly filed document.

(4)Furnished herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

(5)The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Previous: Item 14. Principal Accounting Fees and Services · Next: Item 16. Form 10-K Summary