BNY Mellon Research Growth Fund, Inc.

ANNUAL REPORT

February 29, 2024

IMPORTANT NOTICE – UPCOMING CHANGES TO ANNUAL AND SEMI-ANNUAL REPORTS

The Securities and Exchange Commission (the “SEC”) has adopted rule and form amendments that will result in changes to the design and delivery of annual and semi-annual fund reports (“Reports”). Beginning in July 2024, Reports will be streamlined to highlight key information. Certain information currently included in Reports, including financial statements, will no longer appear in the Reports but will be available online, delivered free of charge to shareholders upon request, and filed with the SEC.

If you previously elected to receive the fund’s Reports electronically, you will continue to do so. Otherwise, you will receive paper copies of the fund’s re-designed Reports by USPS mail in the future. If you would like to receive the fund’s Reports (and/or other communications) electronically instead of by mail, please contact your financial advisor or, if you are a direct investor, please log into your mutual fund account at www.bnymellonim.com/us and select “E-Delivery” under the Profile page. You must be registered for online account access before you can enroll in E-Delivery.

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

Contents

THE FUND


Discussion of Fund Performance	2
Fund Performance	4
Understanding Your Fund’s Expenses	7
Comparing Your Fund’s Expenses With Those of Other Funds	7
Statement of Investments	8
Statement of Assets and Liabilities	12
Statement of Operations	13
Statement of Changes in Net Assets	14
Financial Highlights	16
Notes to Financial Statements	21
Report of Independent Registered Public Accounting Firm	31
Additional Information	32
Important Tax Information	38
Proxy Results	39
Board Members Information	40
Officers of the Fund	43

FOR MORE INFORMATION

Back Cover

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from March 1, 2023, through February 29, 2024, as provided by Karen Behr and John R. Porter III, Portfolio Managers at Newton Investment Management North America, LLC (NIMNA), sub-adviser.

Market and Fund Performance Overview

For the 12-month period ended February 29, 2024, BNY Mellon Research Growth Fund, Inc.’s (the “fund”) Class A shares produced a total return of 38.69%, Class C shares returned 37.60%, Class I shares returned 39.01%, Class Y shares returned 38.90% and Class Z shares returned 38.92%.¹ In comparison, the fund’s benchmark, the Russell 1000^{^®} Growth Index (the “Index”), produced a total return of 45.93% over the same period.²

Stocks gained ground as the economy remained strong, inflation continued to ease, and investors began to anticipate the end to the Federal Reserve’s (the “Fed”) monetary tightening policy. The fund lagged the Index, largely due to unfavorable security selections in the health care, communication services and materials sectors.

The Fund’s Investment Approach

The fund seeks long-term capital growth consistent with the preservation of capital. Current income is a secondary goal. To pursue its goals, the fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks. The fund may invest up to 25% of its assets in foreign securities.

The fund’s investments are selected through a collaborative process between the fund’s portfolio managers and the global research analysts at Newton Investment Management North America, LLC, the fund’s sub-adviser, with each analyst responsible for generating investment ideas across their domain expertise. These analysts utilize a fundamental, bottom-up research process to identify investments for the fund. At the same time, ideas can emanate from the portfolio managers who then leverage the expertise of the domain experts. The fund invests in those companies in which the portfolio managers have identified a strong, near-term catalyst for earnings growth or share price appreciation.

The fund typically sells a security when the research analyst responsible for the investment believes there has been a negative change in fundamental factors surrounding the company, the company has become fully valued, or a more attractive opportunity has been identified.

Equities Benefit from Falling Inflation and Anticipated Rate Cuts

Easing inflation, a slower pace of interest-rate increases helped keep markets afloat early in the reporting period. Interest in artificial intelligence and stronger-than-expected growth also provided support. Late in the period, anticipation of rate cuts by the Fed caused markets to surge.

Once the banking crisis of March 2023 was addressed, the Fed’s actions remained the dominant theme, as it continued its tightening policies aimed at curbing inflation. The Fed’s rate hikes hindered markets at times, but as the period progressed, it reduced the size and pace of its rate increases, buoying the market somewhat.

The fourth quarter of 2023 was especially critical to the market’s performance in the reporting period. Stronger-than-expected employment and growth data, coupled with persistent inflation, suggested the economy was running too hot. This pushed yields on Treasury bonds markedly higher. However, equities rebounded at the end of October due to sharply falling government bond yields, which were driven in part by lower inflation data for October and November. A marked change in tone from the Fed also contributed, steering investors away from expecting interest rates to remain “higher for longer” and toward anticipating rate cuts in the first half of 2024.

This became the chief catalyst for the equity market’s rally in the final weeks of 2023 and into early 2024. Strong economic data and the increasing likelihood that the Fed would achieve a “soft landing” also supported the market. The yield curve remained inverted, suggesting that the much-anticipated

recession was still on the table, but the stronger-than-expected economy raised the possibility of a “no landing” scenario in which the economy continued to grow.

Sector and Stock Specific Contribution to Performance

The fund lagged the Index, primarily due to unfavorable selection in the health care, communication services and materials sectors. In health care, an overweight position hindered performance, as did certain holdings. Shares of Illumina, Inc., a gene sequencing company, detracted as financial results were impacted by a macro deceleration in life science tools spending. The company is also in the midst of a platform transition which led to some disruption in quarterly performance. Shares of Sarepta Therapeutics, Inc., rose but lagged the broader market as preliminary approval has been initially limited to a subset of muscular dystrophy patients while the FDA reviews the full Phase 3 data. A position in Align Technology, Inc., a maker of orthodontic products, was hampered by a softer economic backdrop in China impacting regional results. In the communication services sector, the fund’s returns were hurt by a decision not to own Meta Platforms, parent of Facebook. Improved advertising revenues coupled with more stringent cost controls supported the shares’ performance. In the materials sector, a position in Alcoa, an aluminum producer, detracted due to weak performance stemming from an imbalance in supply demand.

On a more positive note, positions in three sectors contributed positively to performance. In the industrials sector, a position in Uber Technologies, Inc. was a leading contributor. The company has benefited from strong execution and ongoing expansion into adjacent verticals - food delivery and advertising. In the financials sector, a position in Ares Management Corp., an alternative asset manager, also contributed as higher interest rates and tight lending standards allowed the company to expand their private credit portfolio. Shares of Ingersoll Rand, Inc. contributed positively as well. The company posted strong results as infrastructure spending continued to ramp. In the consumer discretionary sector, the fund’s decision to avoid shares of Tesla was beneficial as the company has experienced weak sales.

A Focus on Secular Growth

Despite sharply higher interest rates, the U.S. economy continues to exceed expectations. This has resulted in continuing strength in the labor market as well, reducing the likelihood of interest rate cuts by the Fed in the first half of 2024. We believe interest rate cuts will happen in 2024 but are likely to be postponed to the second half of the year. Whether the economy will experience a “soft landing” or a recession remains an open question. Given this uncertainty, we are continuing to focus on companies with exposure to secular growth trends.

March 15, 2024

¹ Total return includes reinvestment of dividends and any capital gains paid. It does not take into consideration the maximum initial sales charge in the case of Class A shares, or the applicable contingent deferred sales charge imposed on redemptions in the case of Class C shares. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. The fund’s returns reflect the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect through June 30, 2024, at which time it may be extended, terminated, or modified. Had these expenses not been absorbed, the fund’s returns would have been lower.

² Source: Lipper Inc. — The Russell 1000^{^®} Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Russell 1000^{^®} Growth Index is constructed to provide a comprehensive and unbiased barometer for the large-cap growth segment. The index is completely reconstituted annually to ensure new and growing equities are included, and that the represented companies continue to reflect growth characteristics. Investors cannot invest directly in any index.

Equities are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus.

Investing in foreign denominated and/or domiciled securities involves special risks, including changes in currency exchange rates, political, economic, and social instability, limited company information, differing auditing and legal standards, and less market liquidity. These risks generally are greater with emerging market countries.

Please note: the position in any security highlighted with italicized typeface was sold during the reporting period.

FUND PERFORMANCE (Unaudited)

Comparison of change in value of a $10,000 investment in Class A shares, Class C shares, Class I shares and Class Z shares of BNY Mellon Research Growth Fund, Inc. with a hypothetical investment of $10,000 in the Russell 1000^{^®} Growth Index (the “Index”).

^† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $10,000 made in each of the Class A shares, Class C shares, Class I shares and Class Z shares of BNY Mellon Research Growth Fund, Inc. on 2/28/14 to a hypothetical investment of $10,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A shares and all other applicable fees and expenses on Class A shares, Class C shares, Class I shares and Class Z shares. The Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer for the large-cap growth segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect growth characteristics. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

Comparison of change in value of a $1,000,000 investment in Class Y shares of BNY Mellon Research Growth Fund, Inc. with a hypothetical investment of $1,000,000 in the Russell 1000^{^®} Growth Index (the “Index”).

^† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical investment of $1,000,000 made in Class Y shares of BNY Mellon Research Growth Fund, Inc. on 2/28/14 to a hypothetical investment of $1,000,000 made in the Index on that date. All dividends and capital gain distributions are reinvested.

The fund’s performance shown in the graph above takes into account all applicable fees and expenses of the fund’s Class Y shares. The Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Index is constructed to provide a comprehensive and unbiased barometer for the large-cap growth segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect growth characteristics. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

FUND PERFORMANCE (Unaudited) (continued)


Average Annual Total Returns as of 2/29/2024
	1 Year	5 Years	10 Years
Class A shares
with maximum sales charge (5.75%)	30.70%	13.30%	11.54%
without sales charge	38.69%	14.64%	12.20%
Class C shares
with applicable redemption charge ^†	36.60%	13.78%	11.36%
without redemption	37.60%	13.78%	11.36%
Class I shares	39.01%	14.91%	12.48%
Class Y shares	38.90%	14.92%	12.50%
Class Z shares	38.92%	14.85%	12.42%
Russell 1000^{^®} Growth Index	45.93%	18.77%	15.66%

^† The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the date of purchase.

The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon redemption. Current performance may be lower or higher than the performance quoted. Go to www.im.bnymellon.com for the fund’s most recent month-end returns.

The fund’s performance shown in the graphs and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. In addition to the performance of Class A shares shown with and without a maximum sales charge, the fund’s performance shown in the table takes into account all other applicable fees and expenses on all classes.

UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in BNY Mellon Research Growth Fund, Inc. from September 1, 2023 to February 29, 2024. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.


Expenses and Value of a $1,000 Investment
Assume actual returns for the six months ended February 29, 2024

	Class A	Class C	Class I	Class Y	Class Z
Expenses paid per $1,000^†	$5.39	$9.42	$4.16	$4.16	$4.43
Ending value (after expenses)	$1,146.40	$1,141.40	$1,147.00	$1,146.90	$1,147.10

COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (“SEC”) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds. All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.


Expenses and Value of a $1,000 Investment
Assuming a hypothetical 5% annualized return for the six months ended February 29, 2024

		Class A	Class C	Class I	Class Y	Class Z
Expenses paid per $1,000^†		$5.07	$8.87	$3.92	$3.92	$4.17
Ending value (after expenses)		$1,019.84	$1,016.06	$1,020.98	$1,020.98	$1,020.74
^†	Expenses are equal to the fund’s annualized expense ratio of 1.01% for Class A, 1.77% for Class C, .78% for Class I, .78% for Class Y and .83% for Class Z, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

STATEMENT OF INVESTMENTS

February 29, 2024



Description	Shares		Value ($)
Common Stocks - 96.7%
Capital Goods - 6.4%
AMETEK, Inc.	156,463		28,191,503
Howmet Aerospace, Inc.	201,332		13,398,645
Ingersoll Rand, Inc.	322,468		29,451,002
Trane Technologies PLC	108,926		30,713,864
			101,755,014
Commercial & Professional Services - 2.6%
Cintas Corp.	33,441		21,021,347
Veralto Corp.	97,509		8,426,728
Waste Connections, Inc.	70,371		11,712,549
			41,160,624
Consumer Discretionary Distribution & Retail - 10.3%
Amazon.com, Inc.	811,692	^a	143,474,678
Chewy, Inc., Cl. A	234,048	^a	4,128,607
RH	27,590	^a	7,570,696
Ross Stores, Inc.	53,840		8,020,006
			163,193,987
Consumer Durables & Apparel - .8%
Lululemon Athletica, Inc.	20,529	^a	9,588,891
Peloton Interactive, Inc., Cl. A	769,525	^a,b	3,478,253
			13,067,144
Consumer Services - 1.2%
Planet Fitness, Inc., Cl. A	145,273	^a	9,014,190
Restaurant Brands International, Inc.	138,094	^b	10,722,999
			19,737,189
Energy - 3.2%
EQT Corp.	795,360		29,547,624
Schlumberger NV	438,075		21,172,165
			50,719,789
Financial Services - 3.3%
Ares Management Corp., Cl. A	110,207		14,616,754
Block, Inc.	465,575	^a	36,999,245
			51,615,999
Health Care Equipment & Services - 7.7%
Align Technology, Inc.	58,551	^a	17,706,993
Boston Scientific Corp.	260,073	^a	17,219,433
DexCom, Inc.	222,099	^a	25,556,932
Inspire Medical Systems, Inc.	37,915	^a	6,788,302
Intuitive Surgical, Inc.	74,013	^a	28,539,413
UnitedHealth Group, Inc.	51,988		25,661,277
			121,472,350



Description	Shares		Value ($)
Common Stocks - 96.7% (continued)
Media & Entertainment - 10.3%
Alphabet, Inc., Cl. C	833,159	^a	116,458,965
Netflix, Inc.	25,940	^a	15,639,745
Pinterest, Inc., Cl. A	446,191	^a	16,375,210
The Walt Disney Company	136,516		15,232,455
			163,706,375
Pharmaceuticals, Biotechnology & Life Sciences - 8.9%
Alnylam Pharmaceuticals, Inc.	46,447	^a	7,017,678
BioMarin Pharmaceutical, Inc.	96,228	^a	8,302,552
Bio-Techne Corp.	234,166		17,227,593
Danaher Corp.	62,953		15,935,922
Eli Lilly & Co.	33,737		25,426,902
Illumina, Inc.	181,550	^a	25,386,137
Repligen Corp.	63,737	^a	12,364,341
Sarepta Therapeutics, Inc.	151,171	^a	19,334,771
Zoetis, Inc.	53,223		10,555,718
			141,551,614
Real Estate Management & Development - 2.5%
CoStar Group, Inc.	457,597	^a	39,824,667
Semiconductors & Semiconductor Equipment - 12.0%
Applied Materials, Inc.	144,596		29,153,446
NVIDIA Corp.	204,710		161,950,175
			191,103,621
Software & Services - 18.4%
Dynatrace, Inc.	213,875	^a	10,597,506
HubSpot, Inc.	44,109	^a	27,295,090
Microsoft Corp.	364,988		150,973,636
MongoDB, Inc.	28,219	^a	12,630,260
Roper Technologies, Inc.	42,851		23,342,225
Shopify, Inc., Cl. A	471,206	^a	35,986,002
Snowflake, Inc., Cl. A	76,719	^a	14,444,653
Twilio, Inc., Cl. A	298,711	^a	17,800,188
			293,069,560
Technology Hardware & Equipment - 7.3%
Apple, Inc.	645,368		116,650,266
Transportation - 1.8%
Uber Technologies, Inc.	357,380	^a	28,411,710
Total Common Stocks (cost $713,739,682)			1,537,039,909

STATEMENT OF INVESTMENTS (continued)



Description	1-Day Yield (%)	Shares		Value ($)
Investment Companies - 2.9%
Registered Investment Companies - 2.9%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $45,689,335)	5.41	45,689,335	^c	45,689,335

Investment of Cash Collateral for Securities Loaned - .0%
Registered Investment Companies - .0%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares (cost $975,000)	5.41	975,000	^c	975,000
Total Investments (cost $760,404,017)		99.6%		1,583,704,244
Cash and Receivables (Net)		.4%		5,789,092
Net Assets		100.0%		1,589,493,336

^a Non-income producing security.

^b Security, or portion thereof, on loan. At February 29, 2024, the value of the fund’s securities on loan was $1,185,397 and the value of the collateral was $1,202,181, consisting of cash collateral of $975,000 and U.S. Government & Agency securities valued at $227,181. In addition, the value of collateral may include pending sales that are also on loan.

^c Investment in affiliated issuer. The investment objective of this investment company is publicly available and can be found within the investment company’s prospectus.


Portfolio Summary (Unaudited) ^†	Value (%)
Information Technology	37.8
Health Care	16.6
Consumer Discretionary	12.3
Industrials	10.8
Communication Services	10.3
Financials	3.2
Energy	3.2
Investment Companies	2.9
Real Estate	2.5
	99.6

^† Based on net assets.

See notes to financial statements.


Affiliated Issuers
Description	Value ($) 2/28/2023	Purchases ($)^†	Sales ($)	Value ($) 2/29/2024	Dividends/ Distributions ($)
Registered Investment Companies - 2.9%
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - 2.9%	32,773,770	321,052,363	(308,136,798)	45,689,335	2,206,679
Investment of Cash Collateral for Securities Loaned - .0%^††
Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares - .0%	-	74,653,964	(73,678,964)	975,000	14,330	^†††
Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares - .0%	9,824,019	56,197,085	(66,021,104)	-	9,557	^†††
Total - 2.9%	42,597,789	451,903,412	(447,836,866)	46,664,335	2,230,566

^† Includes reinvested dividends/distributions.

^†† Effective July 3, 2023, cash collateral for securities lending was transferred from Dreyfus Institutional Preferred Government Plus Money Market Fund, SL Shares to Dreyfus Institutional Preferred Government Plus Money Market Fund, Institutional Shares.

^††† Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

See notes to financial statements.

STATEMENT OF ASSETS AND LIABILITIES

February 29, 2024



	Cost	Value
Assets ($):
Investments in securities—See Statement of Investments (including securities on loan, valued at $1,185,397)—Note 1(c):
Unaffiliated issuers	713,739,682	1,537,039,909
Affiliated issuers	46,664,335	46,664,335
Receivable for investment securities sold		7,350,021
Dividends and securities lending income receivable		982,429
Receivable for shares of Common Stock subscribed		390,048
Prepaid expenses		100,279
		1,592,527,021
Liabilities ($):
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 3(c)		1,061,891
Liability for securities on loan—Note 1(c)		975,000
Payable for shares of Common Stock redeemed		807,048
Directors’ fees and expenses payable		24,621
Other accrued expenses		165,125
		3,033,685
Net Assets ($)		1,589,493,336
Composition of Net Assets ($):
Paid-in capital		804,247,216
Total distributable earnings (loss)		785,246,120
Net Assets ($)		1,589,493,336


Net Asset Value Per Share	Class A	Class C	Class I	Class Y	Class Z
Net Assets ($)	679,098,762	4,450,906	182,253,310	99,055,564	624,634,794
Shares Outstanding	38,418,344	317,174	10,164,389	5,544,595	33,837,077
Net Asset Value Per Share ($)	17.68	14.03	17.93	17.87	18.46

See notes to financial statements.

STATEMENT OF OPERATIONS

Year Ended February 29, 2024




Investment Income ($):
Income:
Cash dividends (net of $48,297 foreign taxes withheld at source):
Unaffiliated issuers					6,027,873
Affiliated issuers					2,206,679
Interest					34,590
Income from securities lending—Note 1(c)					23,887
Total Income					8,293,029
Expenses:
Management fee—Note 3(a)					10,531,574
Shareholder servicing costs—Note 3(c)					2,512,412
Directors’ fees and expenses—Note 3(d)					116,864
Professional fees					108,678
Registration fees					91,031
Prospectus and shareholders’ reports					88,194
Distribution fees—Note 3(b)					32,429
Loan commitment fees—Note 2					27,330
Custodian fees—Note 3(c)					20,113
Chief Compliance Officer fees—Note 3(c)					18,028
Miscellaneous					69,742
Total Expenses					13,616,395
Less—reduction in expenses due to undertaking—Note 3(a)					(754,921)
Less—reduction in fees due to earnings credits—Note 3(c)					(210,000)
Net Expenses					12,651,474
Net Investment (Loss)					(4,358,445)
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):
Net realized gain (loss) on investments					18,406,253
Net change in unrealized appreciation (depreciation) on investments					447,125,367
Net Realized and Unrealized Gain (Loss) on Investments					465,531,620
Net Increase in Net Assets Resulting from Operations					461,173,175

See notes to financial statements.

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended February 29/28,
	2024	2023
Operations ($):
Net investment (loss)	(4,358,445)	(5,595,419)
Net realized gain (loss) on investments	18,406,253	21,903,068
Net change in unrealized appreciation (depreciation) on investments	447,125,367	(357,213,394)
Net Increase (Decrease) in Net Assets Resulting from Operations	461,173,175	(340,905,745)
Distributions ($):
Distributions to shareholders:
Class A	(24,071,358)	(77,354,382)
Class C	(217,936)	(1,011,536)
Class I	(6,731,869)	(22,818,287)
Class Y	(2,996,818)	(27,186,644)
Class Z	(20,853,019)	(65,842,542)
Total Distributions	(54,871,000)	(194,213,391)
Capital Stock Transactions ($):
Net proceeds from shares sold:
Class A	12,857,302	14,616,491
Class C	526,467	646,285
Class I	51,626,593	43,087,767
Class Y	36,668,432	49,317,759
Class Z	1,063,056	1,321,735
Distributions reinvested:
Class A	22,817,381	72,696,358
Class C	191,291	892,399
Class I	5,576,577	18,505,466
Class Y	1,201,885	5,573,411
Class Z	19,783,760	62,276,419
Cost of shares redeemed:
Class A	(77,887,888)	(82,370,851)
Class C	(1,749,854)	(4,582,173)
Class I	(65,082,606)	(104,109,877)
Class Y	(27,286,671)	(189,176,334)
Class Z	(46,369,051)	(54,567,216)
Increase (Decrease) in Net Assets from Capital Stock Transactions	(66,063,326)	(165,872,361)
Total Increase (Decrease) in Net Assets	340,238,849	(700,991,497)
Net Assets ($):
Beginning of Period	1,249,254,487	1,950,245,984
End of Period	1,589,493,336	1,249,254,487


		Year Ended February 29/28,
		2024	2023
Capital Share Transactions (Shares):
Class A^a,b
Shares sold		838,815	1,041,223
Shares issued for distributions reinvested		1,497,114	5,903,691
Shares redeemed		(5,151,873)	(6,032,243)
Net Increase (Decrease) in Shares Outstanding		(2,815,944)	912,671
Class C^a
Shares sold		42,194	57,442
Shares issued for distributions reinvested		15,719	89,023
Shares redeemed		(145,378)	(386,114)
Net Increase (Decrease) in Shares Outstanding		(87,465)	(239,649)
Class I^b
Shares sold		3,380,562	3,067,610
Shares issued for distributions reinvested		361,226	1,488,223
Shares redeemed		(4,239,088)	(7,504,250)
Net Increase (Decrease) in Shares Outstanding		(497,300)	(2,948,417)
Class Y^b
Shares sold		2,391,786	3,597,228
Shares issued for distributions reinvested		78,051	450,094
Shares redeemed		(1,828,692)	(14,527,288)
Net Increase (Decrease) in Shares Outstanding		641,145	(10,479,966)
Class Z^b
Shares sold		67,490	91,201
Shares issued for distributions reinvested		1,244,865	4,867,093
Shares redeemed		(2,947,215)	(3,839,091)
Net Increase (Decrease) in Shares Outstanding		(1,634,860)	1,119,203

^a	During the period ended February 29, 2024, 5,269 Class C shares representing $62,921 were automatically converted to 4,223 Class A shares and during the period ended February 28, 2023, 14,173 Class C shares representing $173,177 were automatically converted to 11,657 Class A shares.
^b	During the period ended February 29, 2024, 73,017 Class Y shares representing $1,118,365 were exchanged for 72,755 Class I shares, 53,630 Class Z shares representing $866,180 were exchanged for 55,915 Class A shares, 19,642 Class Z shares representing $311,332 were exchanged for 20,203 Class I shares and 3,672 Class A shares representing $64,120 were exchanged for 3,623 Class I shares. During the period ended February 28, 2023, 89,510 Class Y shares representing $1,271,303 were exchanged for 89,203 Class I shares, 15,849 Class A shares representing $200,930 were exchanged for 15,694 Class I shares and 14,730 Class Z shares representing $291,218 were exchanged for 15,223 Class A shares.
See notes to financial statements.

FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated. All information (except portfolio turnover rate) reflects financial results for a single fund share. Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption at net asset value on the last day of the period. Net asset value total return includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. These figures have been derived from the fund’s financial statements.



	Year Ended February 29/28,
Class A Shares	2024	2023	2022	2021	2020
Per Share Data ($):
Net asset value, beginning of period	13.26	18.48	20.76	14.68	14.81
Investment Operations:
Net investment income (loss)^a	(.06)	(.07)	(.12)	(.07)	.01
Net realized and unrealized gain (loss) on investments	5.09	(3.19)	.90	7.76	1.34
Total from Investment Operations	5.03	(3.26)	.78	7.69	1.35
Distributions:
Dividends from net investment income	-	-	-	-	(.00)^b
Dividends from net realized gain on investments	(.61)	(1.96)	(3.06)	(1.61)	(1.48)
Total Distributions	(.61)	(1.96)	(3.06)	(1.61)	(1.48)
Net asset value, end of period	17.68	13.26	18.48	20.76	14.68
Total Return (%)^c	38.69	(16.69)	2.36	53.57	9.04
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.10	1.12	1.10	1.11	1.13
Ratio of net expenses to average net assets	1.02	1.03	1.03	1.03	1.03
Ratio of net investment income (loss) to average net assets	(.43)	(.50)	(.57)	(.36)	.06
Portfolio Turnover Rate	21.26	30.98	31.62	43.02	55.27
Net Assets, end of period ($ x 1,000)	679,099	546,838	745,223	784,451	551,332

^a Based on average shares outstanding.

^b Amount represents less than $.01 per share.

^c Exclusive of sales charge.

See notes to financial statements.



	Year Ended February 29/28,
Class C Shares	2024	2023	2022	2021	2020
Per Share Data ($):
Net asset value, beginning of period	10.71	15.52	18.00	12.98	13.34
Investment Operations:
Net investment (loss)^a	(.14)	(.15)	(.24)	(.17)	(.09)
Net realized and unrealized gain (loss) on investments	4.07	(2.70)	.82	6.80	1.21
Total from Investment Operations	3.93	(2.85)	.58	6.63	1.12
Distributions:
Dividends from net realized gain on investments	(.61)	(1.96)	(3.06)	(1.61)	(1.48)
Net asset value, end of period	14.03	10.71	15.52	18.00	12.98
Total Return (%)^b	37.60	(17.31)	1.56	52.39	8.27
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	1.93	1.92	1.86	1.87	1.87
Ratio of net expenses to average net assets	1.76	1.78	1.78	1.78	1.78
Ratio of net investment (loss) to average net assets	(1.18)	(1.27)	(1.32)	(1.10)	(.69)
Portfolio Turnover Rate	21.26	30.98	31.62	43.02	55.27
Net Assets, end of period ($ x 1,000)	4,451	4,334	10,002	15,830	25,957

^a Based on average shares outstanding.

^b Exclusive of sales charge.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended February 29/28,
Class I Shares	2024	2023	2022	2021	2020
Per Share Data ($):
Net asset value, beginning of period	13.41	18.62	20.85	14.73	14.86
Investment Operations:
Net investment income (loss)^a	(.03)	(.04)	(.07)	(.02)	.05
Net realized and unrealized gain (loss) on investments	5.16	(3.21)	.90	7.79	1.34
Total from Investment Operations	5.13	(3.25)	.83	7.77	1.39
Distributions:
Dividends from net investment income	-	-	-	(.04)	(.04)
Dividends from net realized gain on investments	(.61)	(1.96)	(3.06)	(1.61)	(1.48)
Total Distributions	(.61)	(1.96)	(3.06)	(1.65)	(1.52)
Net asset value, end of period	17.93	13.41	18.62	20.85	14.73
Total Return (%)	39.01	(16.50)	2.66	53.92	9.25
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.86	.85	.82	.84	.85
Ratio of net expenses to average net assets	.78	.78	.78	.78	.78
Ratio of net investment income (loss) to average net assets	(.17)	(.26)	(.32)	(.11)	.31
Portfolio Turnover Rate	21.26	30.98	31.62	43.02	55.27
Net Assets, end of period ($ x 1,000)	182,253	142,996	253,415	284,607	205,676

^a Based on average shares outstanding.

See notes to financial statements.



	Year Ended February 29/28,
Class Y Shares	2024	2023	2022	2021	2020
Per Share Data ($):
Net asset value, beginning of period	13.37	18.56	20.79	14.70	14.82
Investment Operations:
Net investment income (loss)^a	(.03)	(.04)	(.07)	(.02)	.05
Net realized and unrealized gain (loss) on investments	5.14	(3.19)	.90	7.76	1.35
Total from Investment Operations	5.11	(3.23)	.83	7.74	1.40
Distributions:
Dividends from net investment income	-	-	-	(.04)	(.04)
Dividends from net realized gain on investments	(.61)	(1.96)	(3.06)	(1.61)	(1.48)
Total Distributions	(.61)	(1.96)	(3.06)	(1.65)	(1.52)
Net asset value, end of period	17.87	13.37	18.56	20.79	14.70
Total Return (%)	38.90	(16.44)	2.61	53.90	9.34
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.80	.80	.78	.80	.79
Ratio of net expenses to average net assets	.78	.78	.78	.78	.78
Ratio of net investment income (loss) to average net assets	(.18)	(.29)	(.33)	(.10)	.31
Portfolio Turnover Rate	21.26	30.98	31.62	43.02	55.27
Net Assets, end of period ($ x 1,000)	99,056	65,538	285,559	371,053	325,886

^a Based on average shares outstanding.

See notes to financial statements.

FINANCIAL HIGHLIGHTS (continued)



	Year Ended February 29/28,
Class Z Shares	2024	2023	2022	2021	2020
Per Share Data ($):
Net asset value, beginning of period	13.80	19.10	21.32	15.04	15.14
Investment Operations:
Net investment income (loss)^a	(.04)	(.05)	(.08)	(.03)	.04
Net realized and unrealized gain (loss) on investments	5.31	(3.29)	.92	7.95	1.37
Total from Investment Operations	5.27	(3.34)	.84	7.92	1.41
Distributions:
Dividends from net investment income	-	-	-	(.03)	(.03)
Dividends from net realized gain on investments	(.61)	(1.96)	(3.06)	(1.61)	(1.48)
Total Distributions	(.61)	(1.96)	(3.06)	(1.64)	(1.51)
Net asset value, end of period	18.46	13.80	19.10	21.32	15.04
Total Return (%)	38.92	(16.56)	2.59	53.88	9.20
Ratios/Supplemental Data (%):
Ratio of total expenses to average net assets	.87	.88	.84	.87	.88
Ratio of net expenses to average net assets	.82	.84	.83	.83	.84
Ratio of net investment income (loss) to average net assets	(.24)	(.32)	(.37)	(.16)	.25
Portfolio Turnover Rate	21.26	30.98	31.62	43.02	55.27
Net Assets, end of period ($ x 1,000)	624,635	489,549	656,046	688,588	481,227

^a Based on average shares outstanding.

See notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Research Growth Fund, Inc. (the “fund”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), is a diversified open-end management investment company. The fund’s investment objective is to seek long-term capital growth consistent with the preservation of capital. Current income is a secondary goal. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Newton Investment Management North America, LLC (the “Sub-Adviser”), an indirect wholly-owned subsidiary of BNY Mellon and an affiliate of the Adviser, serves as the fund’s sub-adviser.

Effective March 31, 2023, the Sub-Adviser, entered into a sub-sub-investment advisory agreement with its affiliate, Newton Investment Management Limited ( “NIM”), to enable NIM to provide certain advisory services to the Sub-Adviser for the benefit of the fund, including, but not limited to, portfolio management services. NIM is subject to the supervision of the Sub-Adviser and the Adviser. NIM is also an affiliate of the Adviser. NIM, located at 160 Queen Victoria Street, London, EC4V, 4LA, England, was formed in 1978. NIM is an indirect subsidiary of BNY Mellon.

BNY Mellon Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Adviser, is the distributor of the fund’s shares. The fund is authorized to issue 600 million shares of $.001 par value Common Stock. The fund currently has authorized five classes of shares: Class A (100 million shares authorized), Class C (100 million shares authorized), Class I (150 million shares authorized), Class Y (150 million shares authorized) and Class Z (100 million shares authorized). Class A and Class C shares are sold primarily to retail investors through financial intermediaries and bear Distribution and/or Shareholder Services Plan fees. Class A shares generally are subject to a sales charge imposed at the time of purchase. Class A shares bought without an initial sales charge as part of an investment of $1 million or more may be charged a contingent deferred sales charge (“CDSC”) of 1.00% if redeemed within one year. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase. Class C shares automatically convert to Class A shares eight years after the date of purchase, without the imposition of a sales charge. Class I shares are sold primarily to bank trust departments and other financial service providers (including BNY Mellon and its

NOTES TO FINANCIAL STATEMENTS (continued)

affiliates), acting on behalf of customers having a qualified trust or an investment account or relationship at such institution, and bear no Distribution or Shareholder Services Plan fees. Class Y shares are sold at net asset value per share generally to institutional investors, and bear no Distribution or Shareholder Services Plan fees. Class Z shares are sold at net asset value per share to certain shareholders of the fund. Class Z shares generally are not available for new accounts and bear Shareholder Services Plan fees. Class I, Class Y and Class Z shares are offered without a front-end sales charge or CDSC. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly.

GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

The fund’s Board of Directors (the “Board”) has designated the Adviser as the fund’s valuation designee to make all fair value determinations with respect to the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under the Act.

Investments in equity securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. For open short positions, asked prices are used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are generally categorized within Level 1 of the fair value hierarchy.

Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. These securities are generally categorized within Level 2 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant American

NOTES TO FINANCIAL STATEMENTS (continued)

Depositary Receipts and futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of February 29, 2024 in valuing the fund’s investments:


	Level 1-Unadjusted Quoted Prices	Level 2- Other Significant Observable Inputs	Level 3-Significant Unobservable Inputs	Total
Assets ($)
Investments in Securities:^†
Equity Securities - Common Stocks	1,537,039,909	-	-	1,537,039,909
Investment Companies	46,664,335	-	-	46,664,335

^† See Statement of Investments for additional detailed categorizations, if any.

(b) Foreign taxes: The fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, realized and unrealized capital gains on investments or certain foreign currency transactions. Foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the fund invests. These foreign taxes, if any, are paid by the fund and are reflected in the Statement of Operations, if applicable. Foreign taxes payable or deferred or those subject to reclaims as of February 29, 2024, if any, are disclosed in the fund’s Statement of Assets and Liabilities.

(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Pursuant to a securities lending agreement with BNY Mellon, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Adviser, or U.S. Government and Agency securities. Any non-cash collateral received cannot be sold or re-pledged by the fund, except in the event of borrower default. The securities on loan, if any, are also disclosed in the fund’s Statement of Investments. The fund is entitled to receive all dividends, interest and distributions on securities loaned, in addition to income earned as a result of the lending transaction. Should a borrower fail to return the securities in a timely manner, BNY Mellon is required to replace the securities for the benefit of the fund or credit the fund with the market value of the unreturned securities and is subrogated to the fund’s rights against the borrower and the collateral. Additionally, the contractual maturity of security lending transactions are on an overnight and continuous basis. During the period ended February 29, 2024, BNY Mellon earned $3,256 from the lending of the fund’s portfolio securities, pursuant to the securities lending agreement.

For financial reporting purposes, the fund elects not to offset assets and liabilities subject to a securities lending agreement, if any, in the Statement of Assets and Liabilities. Therefore, all qualifying transactions are presented on a gross basis in the Statement of Assets and Liabilities. As of February 29, 2024, the fund had securities lending and the impact of netting of assets and liabilities and the offsetting of collateral pledged or received, if any, based on contractual netting/set-off provisions in the securities lending agreement are detailed in the following table:

NOTES TO FINANCIAL STATEMENTS (continued)


		Assets ($)		Liabilities ($)
Securities Lending		1,185,397		-
Total gross amount of assets and liabilities in the Statement of Assets and Liabilities		1,185,397		-
Collateral (received)/posted not offset in the Statement of Assets and Liabilities		(1,185,397)	¹	-
Net amount		-		-
¹	The value of the related collateral received by the fund normally exceeded the value of the securities loaned by the fund pursuant to the securities lending agreement. In addition, the value of collateral may include pending sales that are also on loan. See Statement of Investments for detailed information regarding collateral received for open securities lending.

(d) Affiliated issuers: Investments in other investment companies advised by the Adviser are considered “affiliated” under the Act.

(e) Market Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed-income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.

Foreign Investment Risk: To the extent the fund invests in foreign securities, the fund’s performance will be influenced by political, social and economic factors affecting investments in foreign issuers. Special risks associated with investments in foreign issuers include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political and economic instability and differing auditing and legal standards.

(f) Dividends and distributions to shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from net investment income and dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital

gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(g) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended February 29, 2024, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended February 29, 2024, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended February 29, 2024 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At February 29, 2024, the components of accumulated earnings on a tax basis were as follows: unrealized appreciation $791,022,870. In addition, the fund deferred for tax purposes $5,452,040 of capital losses realized after October 31, 2023 and late year ordinary losses of $324,710 to the first day of the following fiscal year.

The tax character of distributions paid to shareholders during the fiscal years ended February 29, 2024 and February 28, 2023 were as follows: long-term capital gains $54,871,000 and $194,213,391, respectively.

NOTE 2—Bank Lines of Credit:

The fund participates with other long-term open-end funds managed by the Adviser in a $738 million unsecured credit facility led by Citibank, N.A. (the “Citibank Credit Facility”) and a $300 million unsecured credit facility provided by BNY Mellon (the “BNYM Credit Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions (each, a “Facility”). The Citibank Credit Facility is available in two tranches: (i) Tranche A is in an amount equal to $618 million and is available to all long-term open-ended funds, including the fund, and (ii) Tranche B is an amount equal to $120 million and is available only to BNY Mellon Floating Rate Income Fund, a series of BNY Mellon Investment Funds IV, Inc. Prior to September 27, 2023, the Citibank Credit Facility was $823.5 million with Tranche A available in an amount equal to $688.5 million and Tranche B available in an amount equal to $135 million. In connection therewith, the fund has agreed to pay its pro

NOTES TO FINANCIAL STATEMENTS (continued)

rata portion of commitment fees for Tranche A of the Citibank Credit Facility and the BNYM Credit Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended February 29, 2024, the fund did not borrow under the Facilities.

NOTE 3—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. The Agreement provides that if in any full fiscal year the aggregate expenses of Class Z (excluding taxes, brokerage fees, interest expense, commitment fees on borrowings and extraordinary expenses) exceed 1½% of the value of Class Z shares’ average daily net assets, the Adviser will bear such excess expense. During the period ended February 29, 2024, there were no reimbursements pursuant to the Agreement.

In addition, the Adviser has contractually agreed, from March 1, 2023 through June 30, 2024, to waive receipt of its fees and/or assume the direct expenses of the fund so that the direct expenses of none of the fund’s share classes (excluding Rule 12b-1 Distribution Plan fees, Shareholder Services Plan fees, taxes, brokerage commissions, interest expense, commitment fees on borrowings and extraordinary expenses) exceed .78% of the value of the fund’s average daily net assets. On or after June 30, 2024, the Adviser may terminate this expense limitation agreement at any time. The reduction in expenses, pursuant to the undertaking, amounted to $754,921 during the period ended February 29, 2024.

Pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of .36% of the value of the fund’s average daily net assets.

During the period ended February 29, 2024, the Distributor retained $8,238 from commissions earned on sales of the fund’s Class A shares, $250 and $568 from CDSC fees on redemptions of the fund’s Class A and Class C shares, respectively.

(b) Under the Distribution Plan adopted pursuant to Rule 12b-1 under the Act, Class C shares pay the Distributor for distributing its shares at an annual rate of .75% of the value of its average daily net assets. The Distributor may pay one or more Service Agents in respect of advertising, marketing and other distribution services, and determines the amounts, if any, to be paid to Service Agents and the basis on which such payments

are made. During the period ended February 29, 2024, Class C shares were charged $32,429 pursuant to the Distribution Plan.

(c) Under the Shareholder Services Plan, Class A and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets and Class Z shares reimburse the Distributor at an amount not to exceed an annual rate of .25% of the value of its average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (securities dealers, financial institutions or other industry professionals) with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended February 29, 2024, Class A, Class C and Class Z shares were charged $1,510,718, $10,810 and $319,340, respectively, pursuant to the Shareholder Services Plan.

The fund has an arrangement with BNY Mellon Transfer, Inc., (the “Transfer Agent”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset Transfer Agent fees. For financial reporting purposes, the fund includes transfer agent net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund has an arrangement with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY Mellon and an affiliate of the Adviser, whereby the fund will receive interest income or be charged overdraft fees when cash balances are maintained. For financial reporting purposes, the fund includes this interest income and overdraft fees, if any, as interest income in the Statement of Operations.

The fund compensates the Transfer Agent, under a transfer agency agreement, for providing transfer agency and cash management services for the fund. The majority of Transfer Agent fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended February 29, 2024, the fund was charged $211,541 for transfer agency services. These fees are included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $210,000.

The fund compensates the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are determined based on net assets, geographic region and transaction activity. During the period

NOTES TO FINANCIAL STATEMENTS (continued)

ended February 29, 2024, the fund was charged $20,113 pursuant to the custody agreement.

During the period ended February 29, 2024, the fund was charged $18,028 for services performed by the fund’s Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fee of $933,184, Distribution Plan fees of $2,602, Shareholder Services Plan fees of $134,058, Custodian fees of $10,000, Chief Compliance Officer fees of $2,155 and Transfer Agent fees of $40,098, which are offset against an expense reimbursement currently in effect in the amount of $60,206.

(d) Each board member also serves as a board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and meeting attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended February 29, 2024, amounted to $289,447,381 and $428,663,543, respectively.

At February 29, 2024, the cost of investments for federal income tax purposes was $792,681,374; accordingly, accumulated net unrealized appreciation on investments was $791,022,870, consisting of $862,776,528 gross unrealized appreciation and $71,753,658 gross unrealized depreciation.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Research Growth Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Research Growth Fund, Inc. (the “Fund”), including the statement of investments, as of February 29, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at February 29, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2024, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine the specific year.

New York, New York
April 22, 2024

ADDITIONAL INFORMATION (Unaudited)

UPDATES TO SALES CHARGE REDUCTIONS AND WAIVERS AVAILABLE FROM CERTAIN FINANCIAL INTERMEDIARIES:

The availability of certain sales charge reductions and waivers will depend on whether you purchase fund shares directly from the fund or through a financial intermediary. Financial intermediaries may have different policies and procedures regarding the availability of front-end sales load reductions or waivers or CDSC waivers, which are described in the fund’s prospectus. In all instances, it is the investor’s responsibility to notify the fund or the investor’s financial intermediary at the time of purchase of any relationship or other facts qualifying the investor for sales charge reductions or waivers. For reductions or waivers not available through a particular financial intermediary, investors will have to purchase fund shares directly from the fund or through another financial intermediary to receive these reductions or waivers.

Edward Jones

Clients of Edward D. Jones & Co., L.P. (Edward Jones) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge reductions and waivers, which can differ from the sales charge reductions and waivers described elsewhere in the fund’s prospectus or the SAI or through another financial intermediary. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of BNY Mellon Family of Funds, or other facts qualifying the purchaser for sales charge reductions or waivers. Edward Jones can ask for documentation of such circumstance. Shareholders should contact Edward Jones if they have questions regarding their eligibility for these discounts and waivers.

Front-end sales charge reductions on Class A shares purchased on the Edward Jones commission and fee-based platforms

Shareholders purchasing Class A shares of the fund on the Edward Jones commission and fee-based platforms can reduce their initial sales charge in the following ways:

· Transaction size breakpoints, as described in the fund’s prospectus.

· Rights of accumulation (ROA), which entitle shareholders to breakpoint discounts as described in the fund’s prospectus, will be calculated based on the aggregated holdings of shares of funds in the BNY Mellon Family of Funds (except certain money market funds and any assets held in group retirement plans) held by the purchaser or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”) and, if grouping assets as a shareholder, includes all share classes of such funds held on the Edward Jones platform and/or held on another platform. Shares of funds in the BNY Mellon Family of Funds may be included in the ROA calculation only if the shareholder notifies Edward Jones about such shares. Money market funds are included only if such shares were sold with a sales charge at the time of purchase or acquired in exchange for shares purchased with a sales charge. The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level. For purposes of determining the value of a shareholder’s aggregated holdings, eligible shares held will be valued at the higher of their cost minus redemptions or current market value.

· Letter of intent (LOI), which allows for breakpoint discounts as described in the fund’s prospectus, based on anticipated purchases of shares of funds in the BNY Mellon Family of Funds purchased over a 13-month period from the date Edward Jones receives the LOI. Eligible shares purchased pursuant to a LOI will be valued at the higher of their cost or current market value for purposes of determining the front-end sales charge and any breakpoint discounts with respect to such share purchases. Each purchase a shareholder makes pursuant to a LOI during the 13-month period will receive the front-end sales charge and breakpoint discount that applies to the total amount indicated in the LOI. Shares of funds in the BNY Mellon Family of Funds may be included in the LOI calculation only if the shareholder notifies Edward Jones about such shares at the time of calculation. Shares purchased before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales charge previously paid by the shareholder. The sales charge will be adjusted if the shareholder does not meet the goal indicated in the LOI. If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established by the employer.

Front-end sales charge waivers on Class A shares purchased on the Edward Jones commission and fee-based platforms

Shareholders purchasing Class A shares of the fund on the Edward Jones commission and fee-based platforms may purchase Class A shares at NAV without payment of a sales charge as follows:

· shares purchased by associates of Edward Jones and its affiliates and other accounts in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures)

· shares purchased in an Edward Jones fee-based program

· shares purchased through reinvestment of dividends and capital gains distributions of the fund

· shares purchased from the proceeds of redemptions of shares of a fund in the BNY Mellon Family of Funds, provided that (1) the repurchase occurs within 60 days following the redemption, and (2) the redemption and purchase are made in a share class that charges a front-end sales charge, subject to one of the following conditions being met:

o the redemption and repurchase occur in the same account

o the redemption proceeds are used to process an IRA contribution, excess contributions, conversion, recharacterizing of contributions, or distribution, and the repurchase is done in an account within the same Edward Jones grouping for ROA)

· shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any CDSC due, if applicable. Any future

ADDITIONAL INFORMATION (Unaudited) (continued)

purchases are subject to the applicable sales charge as disclosed in the fund’s prospectus

· exchanges from Class C shares to Class A shares of the same fund, generally, in the 84^th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones

· purchases of Class A shares for a 529 plan account through a rollover from either another education savings plan or a security used for qualified distributions

· purchases of Class A shares for a 529 plan account made for recontribution of refunded amounts

CDSC waivers on Class A and C shares purchased on the Edward Jones commission and fee-based platforms

The fund’s CDSC on Class A and C shares may be waived for shares purchased on the Edward Jones commission and fee-based platforms in the following cases:

· redemptions made upon the death or disability of the shareholder

· redemptions made through a systematic withdrawal plan, if such redemptions do not exceed 10% of the value of the account annually

· redemptions made in connection with a return of excess contributions from an IRA account

· redemptions made as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations

· redemptions made to pay Edward Jones fees or costs, but only if the redemption is initiated by Edward Jones

· shares exchanged in an Edward Jones fee-based program

· shares acquired through a Right of Reinstatement (as defined above)

· shares redeemed at the discretion of Edward Jones for accounts not meeting Edward Jones’ minimum balance requirements described below

Other important information for clients of Edward Jones who purchase fund shares on the Edward Jones commission and fee-based platforms

Minimum Purchase Amounts

· Initial purchase minimum: $250

· Subsequent purchase minimum: none

Minimum Balances

· Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:

o A fee-based account held on an Edward Jones platform

o A 529 account held on an Edward Jones platform

o An account with an active systematic investment plan or LOI

Exchanging Share Classes

· At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund to Class A shares of the same fund. Edward Jones is responsible for any CDSC due, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the fund’s prospectus.

Merrill

Purchases or sales of front-end (i.e., Class A) or level-load (i.e., Class C) mutual fund shares through a Merrill platform or account are eligible only for the following sales load waivers (front-end or CDSC) and discounts, which differ from those disclosed elsewhere in the fund’s prospectus. Purchasers will have to buy mutual fund shares directly from the mutual fund company or through another intermediary to be eligible for waivers or discounts not listed below.

It is the client’s responsibility to notify Merrill at the time of purchase or sale of any relationship or other facts that qualify the transaction for a waiver or discount. A Merrill representative may ask for reasonable documentation of such facts and Merrill may condition the granting of a waiver or discount on the timely receipt of such documentation. Additional information on waivers or discounts is available in the Merrill Sales Load Waiver and Discounts Supplement (the “Merrill SLWD Supplement”) and in the Mutual Fund Investing at Merrill pamphlet at ml.com/funds. Clients are encouraged to review these documents and speak with their financial advisor to determine whether a transaction is eligible for a waiver or discount.

Front-end sales charge waivers on Class A shares purchased through Merrill

Shareholders purchasing Class A shares of the fund through a Merrill platform or account are eligible only for the following sales charge waivers, which may differ from those disclosed elsewhere in the fund’s prospectus or the SAI. Such shareholders may purchase Class A shares at NAV without payment of a sales charge as follows:

· shares of mutual funds available for purchase by employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans

· shares purchased through a Merrill investment advisory program

· brokerage class shares exchanged from advisory class shares due to the holdings moving from a Merrill investment advisory program to a Merrill brokerage account

· shares purchased through the Merrill Edge Self-Directed platform

· shares purchased through the systematic reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same mutual fund in the same account

ADDITIONAL INFORMATION (Unaudited) (continued)

· shares exchanged from level-load shares to front-end load shares of the same mutual fund in accordance with the description in the Merrill SLWD Supplement

· shares purchased by eligible employees of Merrill or its affiliates and their family members who purchase shares in accounts within the employee’s Merrill Household (as defined in the Merrill SLWD Supplement)

· shares purchased by eligible persons associated with the fund as defined in the fund’s prospectus (e.g., the fund’s officers or trustees)

· shares purchased from the proceeds of a mutual fund redemption in front-end load shares, provided (1) the repurchase is in a mutual fund within the same fund family, (2) the repurchase occurs within 90 calendar days from the redemption trade date, and (3) the redemption and purchase occur in the same account (known as Rights of Reinstatement). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill’s account maintenance fees are not eligible for Rights of Reinstatement

CDSC waivers on Class A and C shares purchased through Merrill

Fund shares purchased through a Merrill platform or account are eligible only for the following CDSC waivers, which may differ from those disclosed elsewhere in the fund’s prospectus or the SAI:

· shares sold due to the client’s death or disability (as defined by Internal Revenue Code Section 22(e)(3))

· shares sold pursuant to a systematic withdrawal program subject to Merrill’s maximum systematic withdrawal limits, as described in the Merrill SLWD Supplement

· shares sold due to return of excess contributions from an IRA account

· shares sold as part of a required minimum distribution for IRA and retirement accounts due to the investor reaching the qualified age based on applicable IRS regulation

· front-end or level-load shares held in commission-based, non-taxable retirement brokerage accounts (e.g., traditional, Roth, rollover, SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans) that are transferred to fee-based accounts or platforms and exchanged for a lower cost share class of the same mutual fund.

Front-end sales charge reductions on Class A shares purchased through Merrill

Shareholders purchasing Class A shares of the fund through a Merrill platform or account are eligible only for the following sales charge reductions (i.e., discounts), which may differ from those disclosed elsewhere in the fund’s prospectus or the SAI. Such shareholders can reduce their initial sales charge in the following ways:

· Breakpoint discounts, as described in the fund’s prospectus, where the sales load is at or below the maximum sales load that Merrill permits to be assessed to a front-end load purchase, as described in the Merrill SLWD Supplement.

· Rights of accumulation (ROA), as described in the Merrill SLWD Supplement, which entitle clients to breakpoint discounts based on the aggregated holdings of mutual fund family assets held in accounts in their Merrill Household.

· Letters of Intent (LOI), which allow for breakpoint discounts on eligible new purchases based on anticipated future eligible purchases within a fund family at Merrill, in accounts within your Merrill Household, as further described in the Merrill SLWD Supplement.

IMPORTANT TAX INFORMATION (Unaudited)

The fund hereby reports $.4401 per share as a long-term capital gain distribution paid on June 22, 2023 and $.1672 per share as a long-term capital gain distribution paid on December 06, 2023.

PROXY RESULTS (Unaudited)

A special meeting of the fund’s shareholders was held on October 12, 2023. The proposal considered at the meeting and the results were as follows:


		Shares
		For	Authority Withheld
To elect Board Members to hold office until their successors are duly elected and qualified^†
	Francine J. Bovich	55,186,974	2,249,924
	Michael D. DiLecce	55,115,499	2,321,399
	Gina D. France	55,048,756	2,388,142
	Joan L. Gulley	54,753,694	2,683,205
	Nathan Leventhal	54,542,035	2,894,864

^† Each Board Member’s term commenced January 1, 2024

In addition, Joseph S. DiMartino, Peggy C. Davis and Robin A. Melvin continue as Board Members of the fund. Mses. France and Gulley currently are Board Members of the fund, but have not been previously elected by shareholders.

BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (80)

Chairman of the Board (1995)

Principal Occupation During Past 5 Years:

· Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-May 2023)

No. of Portfolios for which Board Member Serves: 86

———————

Francine J. Bovich (72)

Board Member (2006)

Principal Occupation During Past 5 Years:

· The Bradley Trusts, private trust funds, Trustee (2011-Present)

Other Public Company Board Memberships During Past 5 Years:

· Annaly Capital Management, Inc., a real estate investment trust, Director (2014-Present)

No. of Portfolios for which Board Member Serves: 69

———————

Peggy C. Davis (81)

Board Member (2006)

Principal Occupation During Past 5 Years:

· Shad Professor of Law, New York University School of Law (1983-Present)

No. of Portfolios for which Board Member Serves: 29

———————

Michael D. DiLecce (61)

Board Member (2022)

Principal Occupation During Past 5 Years:

· Retired since July 2022. Global Asset Management Assurance Leader, Ernst & Young LLP (2015-2022)

· Americas Regional Talent Managing Partner for Ernst & Young’s Financial Service Practice (2017-2021)

· Partner, Ernst & Young LLP (1997-2022)

No. of Portfolios for which Board Member Serves: 29

———————

Gina D. France (65)

Board Member (2019)

Principal Occupation During Past 5 Years:

· France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003-Present)

Other Public Company Board Memberships During Past 5 Years:

· Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016-Present)

· Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011-May 2023)

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015-Present)

No. of Portfolios for which Board Member Serves: 29

———————

Joan Gulley (76)

Board Member (2017)

Principal Occupation During Past 5 Years:

· Nantucket Atheneum, public library, Chair (June 2018-June 2021) and Director (2015-June 2021)

· Orchard Island Club, golf and beach club, Governor (2016-Present) and President (February 2023-Present)

No. of Portfolios for which Board Member Serves: 46

———————

Nathan Leventhal (81)

Board Member (2012)

Principal Occupation During Past 5 Years:

· Lincoln Center for the Performing Arts, President Emeritus (2001-Present)

· Palm Beach Opera, President (2016-Present)

Other Public Company Board Memberships During Past 5 Years:

· Movado Group, Inc., a public company that designs, sources, markets and distributes watches Director (2003-2020)

No. of Portfolios for which Board Member Serves: 51

———————

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Robin A. Melvin (60)

Board Member (2012)

Principal Occupation During Past 5 Years:

· Westover School, a private girls’ boarding school in Middlebury, Connecticut, Trustee (2019-June 2023)

· Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, Co-Chair (2014–March 2020); Board Member (2013-March 2020)

· JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021-June 2022)

Other Public Company Board Memberships During Past 5 Years:

· HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021-Present)

· HPS Corporate Capital Solutions Fund, a close-end management investment company regulated as a business development company, Trustee, (December 2023-Present)

No. of Portfolios for which Board Member Serves: 68

———————

The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc., 240 Greenwich Street, New York, New York 10286. Additional information about each Board Member is available in the fund’s Statement of Additional Information which can be obtained from the Adviser free of charge by calling this toll free number: 1-800-373-9387.

OFFICERS OF THE FUND (Unaudited)

DAVID DIPETRILLO, President since January 2021.

Vice President and Director of the Adviser since February 2021; Head of North America Distribution, BNY Mellon Investment Management since February 2023; and Head of North America Product, BNY Mellon Investment Management from January 2018 to February 2023. He is an officer of 53 investment companies (comprised of 99 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 46 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since November 2001.

Director of the Adviser since February 2023; Vice President of the Adviser since September 2020; and Director–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 65 years old and has been an employee of the Adviser since April 1985.

PETER M. SULLIVAN, Chief Legal Officer since July 2021 and Vice President and Assistant Secretary since March 2019.

Chief Legal Officer of the Adviser and Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; and Managing Counsel of BNY Mellon from March 2009 to December 2020. He is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; and Secretary of the Adviser. He is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 57 years old and has been an employee of the Adviser since December 1996.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Managing Counsel of BNY Mellon since December 2021; and Counsel of BNY Mellon from August 2018 to December 2021. She is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 33 years old and has been an employee of BNY Mellon since August 2013.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Vice President of BNY Mellon ETF Investment Adviser; LLC since February 2020; Senior Managing Counsel of BNY Mellon since September 2021; and Managing Counsel of BNY Mellon from December 2017 to September 2021. She is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 48 years old and has been an employee of BNY Mellon since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon. He is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 58 years old and has been an employee of the Adviser since October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; and Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019. She is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 38 years old and has been an employee of BNY Mellon since June 2012.

JOANNE SKERRETT, Vice President and Assistant Secretary since March 2023.

Managing Counsel of BNY Mellon since June 2022; and Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016 to June 2022. She is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 52 years old and has been an employee of the Adviser since June 2022.

OFFICERS OF THE FUND (Unaudited) (continued)

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of BNY Mellon from December 2019 to August 2021; Counsel of BNY Mellon from May 2016 to December 2019; and Assistant Secretary of the Adviser from April 2018 to August 2021. She is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 38 years old and has been an employee of BNY Mellon since May 2016.

DANIEL GOLDSTEIN, Vice President since March 2022.

Head of Product Development of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 99 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 54 years old and has been an employee of the Distributor since 1991.

JOSEPH MARTELLA, Vice President since March 2022.

Vice President of the Adviser since December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 99 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 47 years old and has been an employee of the Distributor since 1999.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55 years old and has been an employee of the Adviser since April 1991.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager–BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 117 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of the Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 53 investment companies (comprised of 104 portfolios) managed by the Adviser. He is 66 years old.

CARIDAD M. CAROSELLA, Anti-Money Laundering Compliance Officer since January 2016.

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust. She is an officer of 47 investment companies (comprised of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 55 years old and has been an employee of the Distributor since 1997.

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For More Information

BNY Mellon Research Growth Fund, Inc.

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Newton Investment Management
North America, LLC

BNY Mellon Center

201 Washington Street

Boston, MA 02108

Custodian

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

Transfer Agent &
Dividend Disbursing Agent

BNY Mellon Transfer, Inc.

240 Greenwich Street

New York, NY 10286

Distributor

BNY Mellon Securities Corporation

240 Greenwich Street

New York, NY 10286

Ticker Symbols:

Class A: DWOAX Class C: DWOCX Class I: DWOIX

Class Y: DRYQX Class Z: DREQX

Telephone Call your financial representative or 1-800-373-9387

Mail The BNY Mellon Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144

E-mail Send your request to info@bnymellon.com

Internet Information can be viewed online or downloaded at www.im.bnymellon.com

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.


© 2024 BNY Mellon Securities Corporation 6232AR0224

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

The Registrant's Board has determined that Gina D. France, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Gina D. France is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $36,261 in 2023 and $36,986 in 2024.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $7,188 in 2023 and $7,430 in 2024. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2023 and $0 in 2024.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $4,763 in 2023 and $4,763 in 2024. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $6,737 in 2023 and $7,082 in 2024.

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $6,534 in 2023 and $6,932 in 2024. These services consisted of a review of the Registrant's anti-money laundering program.

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2023 and $0 in 2024.

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $1,830,036 in 2023 and $1,858,269 in 2024.

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)

Investment Company Act file number			811-01899

	BNY Mellon Research Growth Fund, Inc.
	(Exact name of Registrant as specified in charter)

	c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286
	(Address of principal executive offices) (Zip code)

	Deirdre Cunnane, Esq. 240 Greenwich Street New York, New York 10286
	(Name and address of agent for service)

Registrant's telephone number, including area code:				(212) 922-6400

Date of fiscal year end:		02/29
Date of reporting period:		02/29/24