BNY Mellon (NYSE: BK) GC withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Bank of New York Mellon Corp executive J. Kevin McCarthy reported tax-related share dispositions. On February 15, 2026, he had three Form 4 code “F” transactions in Common Stock, where a total of 14,145 shares were withheld at $117.74 per share to cover tax liabilities tied to vesting restricted stock units.

After these tax-withholding dispositions, McCarthy directly owned 56,770.607 shares of Bank of New York Mellon common stock. The filing indicates these were not open-market sales but shares withheld by the issuer to satisfy tax obligations on previously disclosed equity awards.

Insider Trade Summary

Net Seller: 14,145 shares

Net Sell 3 txns

Insider McCarthy J Kevin

Role SEVP & General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,413	$117.74	$637K
Exercise Price or Tax Liability	Common Stock	5,202	$117.74	$612K
Exercise Price or Tax Liability	Common Stock	3,530	$117.74	$416K

Holdings After Transaction: Common Stock — 56,770.607 shares (Direct)

Footnotes (1)

1. F1. Shares withheld in payment of tax liability due to the vesting of previously disclosed Restricted Stock Unit awards.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/18/2026 - 04:39 PM Learn about SEC filing dates

FAQ

What insider transaction did J. Kevin McCarthy report at Bank of New York Mellon (BK)?

J. Kevin McCarthy reported three tax-withholding dispositions of Bank of New York Mellon common stock. In total, 14,145 shares were withheld to satisfy tax liabilities related to vesting restricted stock unit awards, rather than through open-market sales.

Were J. Kevin McCarthy’s Form 4 transactions in BK stock open-market sales?

No, the transactions were not open-market sales. All three Form 4 entries used code “F” and a footnote explains the shares were withheld to pay tax liabilities arising from vesting restricted stock unit awards, meaning the issuer retained shares for taxes.

How many Bank of New York Mellon (BK) shares were withheld for taxes from McCarthy’s awards?

A total of 14,145 Bank of New York Mellon common shares were withheld. The Form 4 shows three code “F” tax-withholding dispositions for 5,413, 5,202, and 3,530 shares, each at a transaction price of $117.74 per share to cover tax obligations.

What price per share was used for McCarthy’s tax-withholding dispositions in BK stock?

Each tax-withholding disposition used a price of $117.74 per share. This price applied to all three Form 4 code “F” transactions in Bank of New York Mellon common stock associated with covering tax liabilities on vesting restricted stock unit awards.

How many Bank of New York Mellon (BK) shares does J. Kevin McCarthy own after these transactions?

Following the final tax-withholding disposition, McCarthy directly owned 56,770.607 shares of Bank of New York Mellon common stock. This post-transaction figure is reported in the Form 4 and reflects his remaining direct holdings after shares were withheld for taxes.

What does transaction code "F" mean in McCarthy’s Form 4 for BK?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, the Form 4 and its footnote specify that shares were withheld to satisfy tax liabilities from the vesting of previously disclosed restricted stock unit awards.

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^*

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)
02/15/2026

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		5,413(1)	D	$117.74	65,502.607	D
Common Stock	02/15/2026		F		5,202(1)	D	$117.74	60,300.607	D
Common Stock	02/15/2026		F		3,530(1)	D	$117.74	56,770.607	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. 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.
* 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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