Vince Robin A. 4

What Happened
Vince Robin, Chairman & CEO and a director of Bank of New York Mellon Corp (BK), had 42,789 shares withheld to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units (RSUs). The withholding occurred on Feb 15, 2026, in three lots: 12,631 shares at $117.74 ($1,487,174), 18,019 shares at $117.74 ($2,121,557), and 12,139 shares at $117.74 ($1,429,246), for a combined value of approximately $5.04 million. This was a withholding transaction (tax payment), not an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-15 (reported on Form 4 filed 2026-02-18)
• Lots: 12,631 shares @ $117.74 = $1,487,174; 18,019 shares @ $117.74 = $2,121,557; 12,139 shares @ $117.74 = $1,429,246; Total ≈ $5,037,977
• Nature of transaction: Tax withholding (code F) due to RSU vesting — shares were withheld (net settlement), not sold on the open market
• Footnote: F1 — "Shares withheld in payment of tax liability due to the vesting of previously disclosed Restricted Stock Unit awards."
• Shares owned after transaction: Not specified in this filing
• Filing timeliness: Form 4 filed on Feb 18, 2026, a few days after the Feb 15 transaction; filing does not indicate a late report

Context
Withholding shares to cover taxes on vested RSUs is a routine administrative action and does not necessarily indicate a change in the insider's view of the company. Unlike open-market sales, withheld shares are retained by the company as a tax payment rather than being distributed to the market. For retail investors, such withholding transactions are normal and common following equity award vesting.