Insider at Bionano Genomics (BNGO) reports small 6-share tax-withholding disposition

Rhea-AI Filing Summary

Bionano Genomics reported an insider equity transaction involving its General Counsel, Jonathan V. Dixon. On February 15, 2026, 6 shares of common stock were withheld by the company to cover tax obligations tied to a restricted stock unit award vesting, at a price of $1.10 per share. After this tax-withholding disposition, Dixon directly owns 263 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^*

Dixon Jonathan V.

(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)
	GENERAL COUNSEL

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)		6	D	$1.1	263	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 6 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 Jonathan V. Dixon?

Bionano Genomics reported a small insider equity transaction for General Counsel Jonathan V. Dixon. The company withheld 6 common shares to satisfy tax obligations when a restricted stock unit award vested, rather than Dixon selling shares in an open-market transaction.

How many Bionano Genomics (BNGO) shares were involved in the tax-withholding disposition?

The transaction involved 6 shares of Bionano Genomics common stock. These shares were withheld by the issuer to cover Jonathan V. Dixon’s tax liabilities upon settlement of a restricted stock unit award that vested on February 15, 2026, rather than being issued to him.

At what price were the Bionano Genomics (BNGO) shares valued in the Form 4 transaction?

The 6 Bionano Genomics shares in the Form 4 transaction were valued at $1.10 per share. This valuation was used for the tax-withholding disposition related to the vesting of a restricted stock unit grant originally awarded on February 15, 2023.

How many Bionano Genomics (BNGO) shares does Jonathan V. Dixon own after this Form 4 filing?

After the reported tax-withholding disposition, Jonathan V. Dixon directly owns 263 shares of Bionano Genomics common stock. This post-transaction holding reflects the company’s withholding of 6 shares to cover his tax obligations on a vested restricted stock unit award.

Was the Bionano Genomics (BNGO) insider transaction an open-market sale?

The transaction was not an open-market sale. It was a tax-withholding disposition, where Bionano Genomics retained 6 shares from a vesting restricted stock unit award to pay Jonathan V. Dixon’s tax liabilities, instead of issuing those shares to him.