Bionano Genomics (BNGO) CEO logs 51-share RSU tax withholding

Rhea-AI Filing Summary

Bionano Genomics President and CEO R. Erik Holmlin reported a small tax-related share disposition. On the settlement of a restricted stock unit (RSU) award that vested on February 15, 2026, the issuer withheld 51 shares of common stock at $1.10 per share to cover his tax obligations, rather than selling them on the open market. After this withholding transaction, he directly holds 1,657 shares of Bionano Genomics 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^*

Holmlin R. Erik

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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)		51	D	$1.1	1,657	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 51 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 R. Erik Holmlin?

Bionano Genomics reported that President and CEO R. Erik Holmlin had 51 common shares withheld by the company to cover tax obligations from a vested RSU award, rather than selling shares on the open market. This is a routine tax-withholding disposition.

How many Bionano Genomics shares were involved in Holmlin’s February 2026 Form 4?

The Form 4 shows 51 Bionano Genomics common shares were withheld. These shares related to an RSU award that vested on February 15, 2026, and were retained by the issuer to satisfy Holmlin’s tax withholding obligations at settlement.

Was the Bionano Genomics CEO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The issuer withheld 51 shares from an RSU vesting to satisfy R. Erik Holmlin’s tax withholding obligations, a standard mechanism labeled as a tax-withholding disposition on the Form 4, not a discretionary sale.

What price per share is reported for the BNGO CEO’s tax-withholding transaction?

The Form 4 reports a price of $1.10 per Bionano Genomics common share for the 51 shares withheld. This price is used for calculating the value of shares applied toward R. Erik Holmlin’s tax withholding obligations upon RSU settlement.

How many Bionano Genomics shares does R. Erik Holmlin hold after this Form 4 transaction?

After the tax-withholding disposition, R. Erik Holmlin directly owns 1,657 Bionano Genomics common shares. This reported balance reflects the net position following the issuer’s withholding of 51 shares related to the February 15, 2026 RSU vesting event.

What does transaction code F mean in the BNGO CEO’s Form 4 filing?

Transaction code F indicates a tax-withholding disposition. In this case, Bionano Genomics withheld 51 vested RSU shares to cover R. Erik Holmlin’s tax liability, instead of requiring him to pay cash or sell shares on the market.