BNY Mellon (NYSE: BK) CFO uses 32,793 shares to cover tax bill

Rhea-AI Filing Summary

Bank of New York Mellon Corp Chief Financial Officer Dermot McDonogh reported two insider transactions involving company common stock. On the RSU vesting date, 5,109 and 27,684 shares were withheld at $119.10 per share to cover tax liabilities, rather than sold on the market. After these tax-withholding dispositions, he continued to hold about 308,211 shares directly.

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)
02/28/2026

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	02/28/2026		F		5,109(1)	D	$119.1	308,211.25	D
Common Stock	02/28/2026		F		27,684(1)	D	$119.1	280,527.25	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. Shares withheld in payment of tax liability due to the vesting of previously disclosed Restricted Stock Unit awards.

	/s/ Jean Weng, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did BK CFO Dermot McDonogh report on this Form 4?

Dermot McDonogh reported two dispositions of Bank of New York Mellon common stock tied to restricted stock unit vesting. Shares were withheld by the company to satisfy tax liabilities, using stock instead of cash, rather than representing open-market sales initiated by the executive.

How many BK shares were used to cover Dermot McDonogh’s tax liability?

A total of 5,109 and 27,684 Bank of New York Mellon common shares were withheld. Both dispositions occurred at a reported price of $119.10 per share, according to the Form 4, in connection with the vesting of previously disclosed restricted stock unit awards.

Was Dermot McDonogh’s BK Form 4 transaction an open-market sale?

The Form 4 describes the transactions as tax-withholding dispositions, not open-market sales. Shares were withheld to pay the tax liability from vesting restricted stock units, which is a common administrative mechanism rather than a discretionary decision to sell shares in the market.

How many Bank of New York Mellon shares does Dermot McDonogh hold after these transactions?

After the reported tax-withholding transactions, Dermot McDonogh held approximately 308,211 Bank of New York Mellon common shares directly. This remaining balance reflects his continuing equity stake following the automatic share withholding used to satisfy his associated tax obligations.

What is transaction code F on Dermot McDonogh’s BK Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, Bank of New York Mellon shares were withheld upon restricted stock unit vesting to cover McDonogh’s tax obligation, rather than being sold in a standard market transaction.

Why were BK shares withheld from Dermot McDonogh at RSU vesting?

The footnote states shares were withheld to pay tax liabilities triggered by vesting of previously disclosed restricted stock unit awards. This process allows the executive to meet tax obligations without making a separate cash payment to tax authorities.