McDonogh Dermot 4

What Happened
Dermot McDonogh, Chief Financial Officer of Bank of New York Mellon Corp (BK), had shares withheld to satisfy tax withholding related to the vesting of previously granted Restricted Stock Units (RSUs). On 2026-02-15, three withholding transactions occurred: 5,858 shares at $117.74 (≈ $689,721), 9,228 shares at $117.74 (≈ $1,086,505), and 6,776 shares at $117.74 (≈ $797,806). Combined, 21,862 shares were withheld, totaling roughly $2.57 million. This is a tax-withholding disposition (code F) of vested awards — a routine administrative action, not an open-market sale.

Key Details

• Transaction date: 2026-02-15; Filing date: 2026-02-18 (filed within the usual reporting window).
• Prices and values: 5,858 @ $117.74 (≈ $689,721); 9,228 @ $117.74 (≈ $1,086,505); 6,776 @ $117.74 (≈ $797,806). Total ≈ $2,574,032.
• Transaction code: F — shares withheld to pay tax liability on vested RSUs (Footnote F1).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• This was not an open-market sale or purchase; it was a tax-withholding action tied to vesting.

Context
Withholding shares to cover taxes on vested RSUs is a common, administrative corporate practice and generally does not signal the insider buying or selling for investment reasons. It reduces the insider’s share count but is distinct from purposeful market sales (code S) or purchases (code P), which investors may view as stronger signals.