CFO of Bank of New York Mellon (NYSE: BK) reports tax-share dispositions

Rhea-AI Filing Summary

Bank of New York Mellon Corp Chief Financial Officer Dermot McDonogh reported tax-related stock transactions in common shares. On February 15, 2026, he disposed of shares in three Form F transactions as payment of tax liabilities tied to vesting Restricted Stock Units. After these withholdings, he directly owned 287,923 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McDonogh Dermot

(Last) (First) (Middle)

240 GREENWICH STREET

(Street)

NEW YORK NY 10286

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bank of New York Mellon Corp [ BK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		F		5,858(1)	D	$117.74	303,927	D
Common Stock	02/15/2026		F		9,228(1)	D	$117.74	294,699	D
Common Stock	02/15/2026		F		6,776(1)	D	$117.74	287,923	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld in payment of tax liability due to the vesting of previously disclosed Restricted Stock Unit awards.

	/s/ Jean Weng, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Bank of New York Mellon (BK) CFO Dermot McDonogh report in this Form 4?

CFO Dermot McDonogh reported three tax-withholding stock dispositions in Bank of New York Mellon common shares on February 15, 2026. These transactions settled tax liabilities from vesting Restricted Stock Units, leaving him with direct ownership of 287,923 common shares afterward.

Were Dermot McDonogh’s Bank of New York Mellon (BK) transactions open-market sales?

No, the transactions were coded “F” and described as payment of tax liability by delivering securities. Footnotes clarify the shares were withheld to cover taxes from vesting Restricted Stock Unit awards, rather than discretionary open-market sales for investment purposes.

How many Bank of New York Mellon (BK) shares does the CFO hold after these Form 4 transactions?

Following the February 15, 2026 tax-withholding dispositions, Dermot McDonogh directly owned 287,923 Bank of New York Mellon common shares. This figure reflects his remaining direct holdings after shares were withheld to satisfy tax obligations on vesting Restricted Stock Units.

What does transaction code “F” mean in the Bank of New York Mellon (BK) Form 4?

Transaction code “F” indicates a disposition of shares to pay an exercise price or tax liability by delivering securities. In this case, shares were withheld to satisfy tax obligations arising from previously disclosed Restricted Stock Unit awards that vested on February 15, 2026.

Is the Bank of New York Mellon (BK) CFO’s Form 4 activity considered insider selling?

The filing shows tax-withholding dispositions, not open-market selling for investment reasons. Shares were delivered to cover tax liabilities from vesting Restricted Stock Units. While shares left his ownership, the transactions were mechanical and tied to compensation, rather than discretionary sales.