BNY Mellon (NYSE: BK) exec granted shares, withholds stock for tax

Rhea-AI Filing Summary

Bank of New York Mellon Corp executive J. Kevin McCarthy, SEVP & General Counsel, reported equity compensation activity involving the company’s common stock. He acquired 52,501 shares at $0.00 per share from vested performance share units granted in February 2023, after performance goals were certified on February 23, 2026.

To cover tax liability, 29,034 shares were disposed of at $115.54 per share through share withholding, rather than an open-market sale. After these transactions, McCarthy directly owns 80,237.607 shares of Bank of New York Mellon common stock.

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^*

McCarthy J Kevin

(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)
	SEVP & General Counsel

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		52,501(1)	A	$0	109,271.607	D
Common Stock	02/23/2026		F		29,034(2)	D	$115.54	80,237.607	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).
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FAQ

What insider transaction did BK executive J Kevin McCarthy report?

J Kevin McCarthy reported a grant of 52,501 shares of Bank of New York Mellon common stock from vested performance share units, along with a related tax-withholding share disposition, all dated February 23, 2026, leaving him with 80,237.607 shares owned directly.

How many Bank of New York Mellon (BK) shares did McCarthy acquire?

McCarthy acquired 52,501 shares of Bank of New York Mellon common stock at $0.00 per share. These arose from performance share units granted in February 2023, for which performance goals were achieved and certified on February 23, 2026, converting into common shares.

Why were some BK shares disposed of in McCarthy’s Form 4 filing?

The filing shows 29,034 shares were disposed of solely to pay tax liability. These shares were withheld by Bank of New York Mellon at $115.54 per share, reflecting a tax-withholding disposition rather than an open-market sale of the executive’s existing holdings.

What is J Kevin McCarthy’s BK share ownership after these transactions?

Following the grant and tax-withholding disposition, McCarthy directly owns 80,237.607 shares of Bank of New York Mellon common stock. This figure reflects his updated direct beneficial ownership after the February 23, 2026 equity compensation-related movements reported in the Form 4.

What are the performance share units referenced in BK’s insider filing?

The filing states that performance share units granted in February 2023 converted into common stock after performance goals were achieved. Each unit entitled McCarthy to one share of Bank of New York Mellon common stock once the goals were certified on February 23, 2026.