Bionano Genomics (BNGO) COO has 20 shares withheld for RSU tax

Rhea-AI Filing Summary

Bionano Genomics, Inc. chief operating officer Mark Oldakowski reported an automatic share disposition related to tax withholding. On shares that vested from a restricted stock unit (RSU) award granted on February 15, 2023, the issuer withheld 20 shares of common stock on February 15, 2026 to cover his tax obligations, at an indicated value of $1.10 per share. After this tax-withholding disposition, Oldakowski directly owned 895 shares of Bionano Genomics common stock. This was not an open-market buy or sell order, but a routine settlement mechanism tied to equity compensation.

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^*

OLDAKOWSKI MARK

(Last) (First) (Middle)

C/O BIONANO GENOMICS, INC.

9540 TOWNE CENTRE DRIVE, SUITE 100

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bionano Genomics, Inc. [ BNGO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F(1)		20	D	$1.1	895	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. The reporting person is reporting the withholding by the Issuer of an aggregate of 20 shares of common stock in connection with shares that vested on February 15, 2026 pursuant to an RSU award granted on February 15, 2023, but that were not issued in order to satisfy the reporting person's tax withholding obligations upon settlement of the RSU award.

	/s/ Jonathan V. Dixon, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Bionano Genomics (BNGO) report for Mark Oldakowski?

Bionano Genomics reported that COO Mark Oldakowski had 20 shares of common stock withheld by the company to cover taxes on vested RSUs. This tax-withholding disposition occurred on February 15, 2026 and was tied to an RSU grant from February 15, 2023.

Was the BNGO insider Form 4 transaction an open-market sale?

No, the Form 4 for Bionano Genomics shows a tax-withholding disposition, not an open-market sale. The issuer withheld 20 shares that would otherwise have been issued, in order to satisfy Mark Oldakowski’s tax obligations when his RSU award vested and settled.

How many BNGO shares were involved in Mark Oldakowski’s tax-withholding disposition?

The filing reports that 20 shares of Bionano Genomics common stock were withheld by the company. These shares related to an RSU award vesting on February 15, 2026, and were not issued to Oldakowski because they were used to satisfy his tax withholding obligations.

What price per share is shown for the BNGO insider tax-withholding transaction?

The transaction indicates a value of $1.10 per share for the 20 Bionano Genomics shares withheld. This price is used for reporting the tax-withholding disposition and does not necessarily represent a market trade, since the shares were not sold on an exchange.

How many Bionano Genomics shares does Mark Oldakowski own after this Form 4 event?

After the reported tax-withholding disposition, Mark Oldakowski directly owned 895 shares of Bionano Genomics common stock. This total reflects his holdings following the withholding of 20 shares that were used to cover tax obligations on his vested RSU award.

What equity award triggered the BNGO insider tax withholding reported on Form 4?

The tax-withholding disposition is tied to a restricted stock unit (RSU) award granted on February 15, 2023. Shares from that RSU vested on February 15, 2026, and 20 shares were withheld by Bionano Genomics to satisfy Mark Oldakowski’s tax withholding requirements.