BNY Mellon (BK) CFO logs share award and tax withholding disposal

Rhea-AI Filing Summary

Bank of New York Mellon Corp Chief Financial Officer Dermot McDonogh reported equity compensation-related transactions in the company’s common stock. On February 23, 2026, he acquired 56,818.25 shares at no cost through a grant/award, reflecting performance share units granted in February 2023 for which performance goals were certified as achieved.

On the same date, 31,421 shares were disposed of at $115.54 per share to cover tax liabilities through share withholding. After these transactions, McDonogh directly owned 313,320.25 shares of common stock. These movements reflect compensation and tax withholding mechanics rather than open-market buying or selling.

Insider Trade Summary

Net Buyer: 25,397.25 shares

Net Buy 2 txns

Insider McDonogh Dermot

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	56,818.25	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	31,421	$115.54	$3.63M

Holdings After Transaction: Common Stock — 313,320.25 shares (Direct)

Footnotes (2)

1. F1. Represents Performance Share Units granted in February 2023 for which performance goals have been achieved, as certified on February 23, 2026. Each unit represents the right to one share of the issuer's common stock.
2. F2. Shares withheld in payment of tax liability.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 05:03 PM Learn about SEC filing dates

FAQ

What insider transactions did BK CFO Dermot McDonogh report?

Dermot McDonogh reported an equity award and related tax withholding. He received 56,818.25 common shares at no cost from vested performance share units, and 31,421 shares were withheld and disposed of at $115.54 per share to satisfy tax liabilities tied to the award.

Were Dermot McDonogh’s BK transactions open-market buys or sells?

The reported transactions were not open-market trades. McDonogh acquired shares via a grant of performance share units and had shares disposed of through tax withholding at $115.54 per share, reflecting compensation and tax payment mechanics rather than discretionary market purchases or sales.

How many BK shares did Dermot McDonogh acquire in the latest Form 4?

McDonogh acquired 56,818.25 shares of Bank of New York Mellon common stock. These shares came from performance share units originally granted in February 2023, for which performance goals were certified as achieved on February 23, 2026, triggering conversion into common shares.

How many BK shares were disposed of for taxes by the CFO?

A total of 31,421 Bank of New York Mellon common shares were disposed of to cover tax liabilities. The shares were withheld at a price of $115.54 per share, consistent with a tax-withholding disposition linked to the vesting of performance share units, not an open-market sale.

What is Dermot McDonogh’s BK share ownership after these transactions?

Following the reported award and tax withholding, Dermot McDonogh directly owned 313,320.25 shares of Bank of New York Mellon common stock. This figure reflects the net result after receiving 56,818.25 shares from vested performance share units and disposing of 31,421 shares for tax obligations.

What do the performance share units in BK’s Form 4 represent?

The performance share units represent a form of equity compensation tied to performance goals. Granted in February 2023, each unit converted into one share of common stock after goals were certified as achieved on February 23, 2026, resulting in 56,818.25 shares being issued to the CFO.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/23/2026

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	02/23/2026		A		56,818.25(1)	A	$0	344,741.25	D
Common Stock	02/23/2026		F		31,421(2)	D	$115.54	313,320.25	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. Represents Performance Share Units granted in February 2023 for which performance goals have been achieved, as certified on February 23, 2026. Each unit represents the right to one share of the issuer's common stock.

2. Shares withheld in payment of tax liability.

	/s/Jean Weng, Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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