BNY Announces Pricing of Public Offering of $500,000,000 of Depositary Shares Representing Interests in Preferred Stock

Rhea-AI Summary

The Bank of New York Mellon (NYSE: BK) priced an underwritten public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of Series M perpetual preferred stock, for a total public offering price of $500,000,000.

Dividends accrue at 5.625% per annum until March 20, 2031, then reset to the five-year treasury rate plus 2.034%. The offering is expected to close on March 5, 2026, with net proceeds for general corporate purposes and optional redemption beginning March 20, 2031.

Positive

• Capital raise of $500 million via depositary shares
• Fixed dividend of 5.625% until March 20, 2031
• Expected closing date March 5, 2026

Negative

• Dividends discretionary and payable only if declared by the board
• Series M may be redeemed by BK starting March 20, 2031

News Market Reaction – BK

-2.06%

-2.06% Session close to close

In the Feb 27 session, BK declined 2.06%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a $500,000,000 underwritten public offering of Series M noncumulative perp...

Analysis

This announcement details a $500,000,000 underwritten public offering of Series M noncumulative perpetual preferred depositary shares with a fixed 5.625% dividend to March 20, 2031, then resetting to the five‑year Treasury plus 2.034%. The issue carries a $100,000 liquidation preference per preferred share and is callable from March 20, 2031. Historically, BNY’s similar preferred offerings have produced modest stock moves, so investors often focus on terms, reset structure, and how such capital fits alongside existing preferred series.

Key Figures

Offering size: $500,000,000 Depositary shares: 500,000 shares Liquidation preference: $100,000 per share +5 more

8 metrics

Offering size $500,000,000 Aggregate public offering price of Series M depositary shares

Depositary shares 500,000 shares Depositary shares offered, each 1/100th of Series M preferred

Liquidation preference $100,000 per share Series M preferred stock liquidation preference

Per‑share amount $1,000 per depositary share Public offering price and liquidation equivalent per depositary share

Initial dividend rate 5.625% per annum Dividend rate to, but excluding, March 20, 2031

Spread over 5‑yr Treasury 2.034 percentage points Reset spread over five‑year Treasury rate from March 20, 2031

First call / reset date March 20, 2031 Optional redemption date and start of floating‑rate period

Expected closing date March 5, 2026 Planned closing of Series M depositary share offering

Previous Offering Reports

3 past events · Latest: Sep 03 (Neutral)

Same Type Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Sep 03	Preferred offering	Neutral	+0.8%	Pricing of $500M Series L preferred depositary share public offering.
Mar 07	Preferred offering	Neutral	-1.9%	Pricing of $500M Series K preferred depositary share public offering.
Mar 03	Preferred offering	Neutral	-3.2%	Pricing of $500M Series J preferred depositary share public offering.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior preferred stock offerings of $500M depositary shares have typically produced modest single‑day moves, with an average change of about -1.4%, suggesting limited immediate impact on the common stock.

Recent Company History

Over the last year, BNY has repeatedly tapped preferred markets with three $500M depositary share offerings tied to Series J, K and L noncumulative perpetual preferred stock. Terms have followed a similar structure: $1,000 per depositary share, $100,000 liquidation preference and fixed‑to‑floating dividend rates resetting off the five‑year Treasury. Price reactions around these prior offerings were modest (between -3.18% and +0.84%), indicating these capital raises have historically been absorbed without large immediate swings.

Key Terms

noncumulative perpetual preferred stock, liquidation preference, five-year treasury rate, prospectus supplement, +4 more

8 terms

noncumulative perpetual preferred stock financial

"its Series M Noncumulative Perpetual Preferred Stock, with a liquidation preference..."

A noncumulative perpetual preferred stock is a type of equity that pays regular dividends indefinitely but has no maturity date, and if the issuer skips a dividend payment those missed payments are not owed later. It sits above common shares in priority for income and liquidation, so it can offer steady income like a bond while still carrying equity risk. Investors should note the permanent nature and the risk that skipped dividends are permanently lost, making yield and issuer stability key considerations.

liquidation preference financial

"with a liquidation preference of $100,000 per share (equivalent to $1,000 per..."

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

five-year treasury rate financial

"at the "five-year treasury rate" (as defined in the preliminary prospectus..."

The five-year Treasury rate is the interest yield on U.S. government debt that matures in five years, effectively the price the government pays to borrow money for that period. Investors watch it because it acts like a benchmark or yardstick for borrowing costs, inflation expectations and economic outlook—affecting loan rates, bond prices and stock valuations much like a thermostat signals whether the economy is heating up or cooling down.

prospectus supplement regulatory

"as defined in the preliminary prospectus supplement) as of the most recent..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"BNY filed a shelf registration statement (including a prospectus) on October 18..."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

public offering financial

"announced that it priced an underwritten public offering of 500,000 depositary..."

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

redemption price financial

"may be redeemed at BNY's option, in whole or in part, at a cash redemption price..."

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

underwritten financial

"announced that it priced an underwritten public offering of 500,000 depositary..."

Underwritten means a financial firm has agreed to buy an entire new securities issue from an issuer and then resell it to investors, guaranteeing the issuer will receive the expected proceeds. Think of it like a retailer agreeing to purchase a whole shipment from a manufacturer so the maker is paid up front; for investors, an underwrite signals that professionals back the offering and that the sale is staged and priced by market intermediaries, which affects perceived risk and availability.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Feb. 26, 2026 /PRNewswire/ -- The Bank of New York Mellon Corporation ("BNY") (NYSE: BK), a global financial services company, today announced that it priced an underwritten public offering of 500,000 depositary shares, each representing a 1/100^th interest in a share of its Series M Noncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), at a public offering price of $1,000 per depositary share ($500,000,000 aggregate public offering price). Dividends will accrue on the liquidation amount of $100,000 per share of the Series M preferred stock (equivalent to $1,000 per depositary share) at a rate per annum equal to 5.625% from the original issue date to, but excluding, March 20, 2031; and from, and including, March 20, 2031, at the "five-year treasury rate" (as defined in the preliminary prospectus supplement) as of the most recent reset dividend determination date plus 2.034%. Dividends will be paid only when, as and if declared by the board of directors of BNY (or a duly authorized committee of the board) and to the extent that BNY has legally available funds to pay dividends. On March 20, 2031, or any dividend payment date thereafter, the Series M preferred stock may be redeemed at BNY's option, in whole or in part, at a cash redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to but excluding the redemption date. Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and BNY Mellon Capital Markets, LLC served as joint book-running managers for the offering. The offering is expected to close on March 5, 2026. 

BNY intends to use the net proceeds from the sale of the depositary shares for general corporate purposes, as further described in the preliminary prospectus supplement.

BNY filed a shelf registration statement (including a prospectus) on October 18, 2024, as amended on December 5, 2024 (the "Registration Statement"), and a preliminary prospectus supplement on February 26, 2026, and will file a final prospectus supplement, relating to this offering with the Securities and Exchange Commission (the "SEC"). Prospective investors should read the Registration Statement (including the base prospectus), the preliminary prospectus supplement, the final prospectus supplement (when filed) and other documents BNY has filed and will file with the SEC that are incorporated by reference into the Registration Statement for more complete information about BNY and the offering, including the risks associated with the securities and the offering. This press release does not constitute an offer to sell or the solicitation of any offer to buy securities of BNY, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offering was made only by means of a prospectus supplement and accompanying base prospectus. Copies of the Registration Statement, the preliminary prospectus supplement, the final prospectus supplement (when filed) and other documents that BNY has filed with the SEC that are incorporated by reference into the Registration Statement are available at no charge by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, a copy of the prospectus supplement and accompanying base prospectus relating to these securities can be obtained by contacting Barclays Capital Inc. at 1-888-603-5847, BofA Securities, Inc. at 1-800-294-1322, Citigroup Global Markets Inc. at 1-800-831-9146, Deutsche Bank Securities Inc. at 1-800-503-4611 or BNY Mellon Capital Markets, LLC at 1-800-269-6864.

About BNY
BNY is a global financial services platforms company at the heart of the world's capital markets. For more than 240 years BNY has partnered alongside clients, using its expertise and platforms to help them operate more efficiently and accelerate growth. Today BNY serves over 90% of Fortune 100 companies and nearly all the top 100 banks globally. BNY supports governments in funding local projects and works with over 90% of the top 100 pension plans to safeguard investments for millions of individuals. As of December 31, 2025, BNY oversees $59.3 trillion in assets under custody and/or administration and $2.2 trillion in assets under management.

BNY is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Headquartered in New York City, BNY has been named among Fortune's World's Most Admired Companies and Fast Company's Best Workplaces for Innovators.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to, among other things, BNY's expectations with respect to the offering and use of proceeds. These statements are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond BNY's control). Actual outcomes may differ materially from those expressed or implied as a result of risks and uncertainties, including, but not limited to, the factors identified above and the risk factors and other uncertainties set forth in BNY's Annual Report on Form 10-K for the year ended December 31, 2025 and BNY's other filings with the SEC. All statements in this press release speak only as of the date on which such statements are made, and BNY undertakes no obligation to update any statement to reflect events or circumstances after the date on which such forward-looking statement is made or to reflect the occurrence of unanticipated events.

Contacts:

Investors
Marius Merz
+1 212 298 1480
marius.merz@bny.com

Media
Anneliese Diedrichs
+1 646 468 6026
anneliese.diedrichs@bny.com

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SOURCE BNY

FAQ

What did BK announce about the $500,000,000 depositary share offering on February 26, 2026?

BK priced 500,000 depositary shares at $1,000 each, totaling $500,000,000. According to the company, the securities represent 1/100th interests in Series M preferred stock, with proceeds for general corporate purposes.

What is the dividend rate and reset date for BK Series M depositary shares (NYSE: BK)?

Dividends accrue at 5.625% per year until March 20, 2031. According to the company, dividends then reset to the five-year treasury rate plus 2.034% on reset dates.

When will BK's public offering of depositary shares close and who are the book-runners?

The offering is expected to close on March 5, 2026. According to the company, joint book-running managers include Barclays, BofA Securities, Citigroup, Deutsche Bank, and BNY Mellon Capital Markets.

How will BK use the net proceeds from the $500,000,000 depositary share offering (NYSE: BK)?

BK intends to use net proceeds for general corporate purposes. According to the company, more detail is available in the prospectus supplement and Registration Statement filed with the SEC.

Can BK redeem the Series M preferred stock underlying the depositary shares, and when?

Yes. BK may redeem Series M in whole or part starting on March 20, 2031 at $100,000 per share plus declared unpaid dividends. According to the company, redemption is at BK's option.