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State Street (NYSE: STT) CEO reports major equity award and tax share disposals

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

State Street Corporation Chairman, CEO and President Ronald P. O’Hanley reported multiple equity compensation transactions dated February 13, 2026. He exercised 2023 and 2024 cash-settled restricted stock units into 1,343 and 2,204 shares of common stock, respectively, at a stated price of $0.00 per share as derivative conversions.

He also received a grant of 93,783 shares of common stock as an award. To cover obligations, he disposed of 1,343 and 2,204 shares back to the issuer and had 43,918 and 21,589 shares withheld at prices of $130.65 and $127.97 per share for tax liabilities. After these transactions, he directly owned 255,299 shares and indirectly reported 70,327 shares held by a trust, while disclaiming beneficial ownership beyond his pecuniary interest.

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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*
O HANLEY RONALD P

(Last) (First) (Middle)
STATE STREET CORPORATION
ONE CONGRESS STREET

(Street)
BOSTON MA 02114

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STATE STREET CORP [ STT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026
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 02/13/2026 M 1,343 A $0(1) 228,366 D
Common Stock 02/13/2026 D 1,343 D $130.65(2) 227,023 D
Common Stock 02/13/2026 M 2,204 A $0(1) 229,227 D
Common Stock 02/13/2026 D 2,204 D $130.65(3) 227,023 D
Common Stock 02/13/2026 A 93,783(4) A $0 320,806 D
Common Stock 02/13/2026 F 43,918(5) D $127.97 276,888 D
Common Stock 02/13/2026 F 21,589(6) D $127.97 255,299 D
Common Stock 70,327(7) I By a Trust
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
2023 Cash Settled Restricted Stock Units (1) 02/13/2026 M 1,343 (8) 02/15/2026 Common Stock 1,343 (1) 0 D
2024 Cash Settled Restricted Stock Units (1) 02/13/2026 M 2,204 (9) 02/15/2027 Common Stock 2,204 (1) 8,816 D
Explanation of Responses:
1. Each Unit is the equivalent of one share of State Street Corporation common stock.
2. Pursuant to award granted on February 24, 2023 under the State Street Corporation 2017 Stock Incentive Plan, price is determined by multiplying the number of Restricted Stock Units by the average closing price of Common Stock on the New York Stock Exchange during the 30 trading days occurring on or immediately prior to the applicable vesting date.
3. Pursuant to award granted on February 23, 2024 under the State Street Corporation Amended and Restated 2017 Stock Incentive Plan, price is determined by multiplying the number of Restricted Stock Units by the average closing price of Common Stock on the New York Stock Exchange during the 30 trading days occurring on or immediately prior to the applicable vesting date.
4. Settlement of a performance award granted on February 24, 2023 as part of 2022 compensation.
5. These shares were withheld to satisfy tax withholding obligations in connection with the settlement of a performance award granted on February 24, 2023 as part of 2022 compensation.
6. These shares were withheld to satisfy tax withholding obligations in connection with the vesting of previously awarded deferred stock.
7. By a trust. The reporting person continues to report beneficial ownership of STT common stock held by the trust but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
8. Quarterly installment of award granted on February 24, 2023 with one-half of the units vesting in three equal quarterly installments commencing May 15, 2023 and remaining units vesting in nine equal quarterly installments commencing February 15, 2024.
9. Quarterly installment of award granted on February 23, 2024 with one-half of the units vesting in three equal quarterly installments commencing May 15, 2024 and remaining units vesting in nine equal quarterly installments commencing February 15, 2025.
Remarks:
/s/ Shannon C. Stanley, 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 transactions did State Street (STT) CEO Ronald P. O’Hanley report?

Ronald P. O’Hanley reported equity compensation activity on February 13, 2026, including derivative exercises of restricted stock units, a 93,783-share common stock award, issuer dispositions, and tax-withholding share deliveries related to vested and performance-based stock awards.

How many State Street (STT) shares does Ronald P. O’Hanley own after these Form 4 transactions?

After the reported transactions, Ronald P. O’Hanley directly owned 255,299 shares of State Street common stock and indirectly reported 70,327 shares held by a trust, while disclaiming beneficial ownership in those trust shares beyond his pecuniary interest.

Were Ronald P. O’Hanley’s State Street (STT) Form 4 dispositions open-market sales?

The dispositions were not open-market sales. Shares were delivered back to State Street as issuer dispositions and were also withheld to satisfy tax withholding obligations tied to the settlement and vesting of equity awards, rather than discretionary market selling.

What is the size of the equity award granted to State Street (STT) CEO Ronald P. O’Hanley?

Ronald P. O’Hanley received a grant of 93,783 shares of State Street common stock. This grant was recorded as a stock award with a price of $0.00 per share, reflecting compensation rather than a purchase transaction.

What do the tax-withholding transactions mean in Ronald P. O’Hanley’s State Street (STT) Form 4?

Tax-withholding entries show 43,918 and 21,589 shares of State Street common stock delivered at $127.97 per share to cover tax liabilities from the settlement of a performance award and the vesting of previously awarded deferred stock.

How do the restricted stock units relate to State Street (STT) common stock in this Form 4?

Each restricted stock unit is equivalent to one share of State Street common stock. Awards granted in February 2023 and February 2024 vest in scheduled quarterly installments, with settlement values based on 30-day average NYSE closing prices around each vesting date.
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