BNY Announces Pricing of Public Offering of $1,250,000,000 of Depositary Shares Representing Interests in Preferred Stock

The preferred financing carries a 7.125% initial annual dividend rate, resetting to the five-year treasury rate plus 2.192% in 2031.

Rhea-AI Summary

BNY (NYSE: BNY) priced an underwritten public offering of depositary shares representing preferred stock with an aggregate offering price of $1.25 billion. The offering comprises 1,250,000 depositary shares at $1,000 each, each representing a 1/100th interest in Series O Noncumulative Perpetual Preferred Stock.

The annual dividend rate is 7.125% from issuance to, but excluding, December 20, 2031, then resets to the five-year treasury rate plus 2.192%. Dividends require board approval and legally available funds. BNY may redeem the preferred stock on December 20, 2031, or any dividend payment date thereafter. The company expects the offering to close on October 28, 2026 and intends to use net proceeds for general corporate purposes.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Priced preferred-stock offering provides $1.25 billion in aggregate offering price; closing is expected October 28, 2026. 1.3% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Optional redemption begins December 20, 2031, and is available on any dividend payment date thereafter.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.1,250,000 new depositary shares at $1,000 each represent additional preferred equity interests.
• Minor point. Forward-looking: it has not happened yet and may not happen.Dividend rate of 7.125% initially resets December 20, 2031, to the five-year treasury rate plus 2.192%.

News Explained

The $1.25 billion is the public offering price, not a stated net cash amount: underwriters buy securities from BNY and resell them, and fees reduce proceeds, so the release does not quantify the cash BNY will receive.

Key Figures

Aggregate offering price: $1,250,000,000 Depositary shares offered: 1,250,000 shares Dividend rate: 7.125% per annum +3 more

Aggregate offering price

$1,250,000,000

Series O preferred-stock depositary shares

Depositary shares offered

1,250,000 shares

Each represents a 1/100th interest in a preferred share

Dividend rate

7.125% per annum

From original issue date to, but excluding, December 20, 2031

Reset dividend spread

2.192%

Added to the five-year Treasury rate starting December 20, 2031

Public offering price

$1,000 per depositary share

Series O preferred-stock offering

Expected closing

October 28, 2026

Offering

Previous Offering Reports

1 past event · Latest: Jul 16

Same Type 1 event

1. Jul 16

   Preferred offering

   24h Move

   -0.9%

   Prior Series N offering: $500 million, 6.150% initial dividend rate, and 1.868% reset spread.

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

Key Terms

depositary shares, noncumulative perpetual preferred stock, liquidation preference, five-year treasury rate

4 terms

depositary shares financial

"priced an underwritten public offering of 1,250,000 depositary shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

noncumulative perpetual preferred stock financial

"its Series O Noncumulative Perpetual Preferred Stock"

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"

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 supplement"

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.

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

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NEW YORK, Oct. 19, 2026 /PRNewswire/ -- The Bank of New York Mellon Corporation ("BNY") (NYSE: BNY), a global financial services company, today announced that it priced an underwritten public offering of 1,250,000 depositary shares, each representing a 1/100^th interest in a share of its Series O 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 ($1,250,000,000 aggregate public offering price). Dividends will accrue on the liquidation amount of $100,000 per share of the Series O preferred stock (equivalent to $1,000 per depositary share) at a rate per annum equal to 7.125% from the original issue date to, but excluding, December 20, 2031; and from, and including, December 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 2.192%. 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 December 20, 2031, or any dividend payment date thereafter, the Series O 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., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY Mellon Capital Markets, LLC served as joint book-running managers for the offering. The offering is expected to close on October 28, 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 October 19, 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, Deutsche Bank Securities Inc. at 1-800-503-4611, Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649 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 September 30, 2026, BNY oversees $63.4 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: BNY). 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the price and size of BNY's preferred-stock depositary share offering?

BNY priced 1,250,000 depositary shares at $1,000 each, for an aggregate public offering price of $1,250,000,000. Each depositary share represents a 1/100th interest in a share of Series O Noncumulative Perpetual Preferred Stock. The company expects closing on October 28, 2026.

Are dividends on BNY's Series O preferred stock guaranteed or cumulative?

Dividends are noncumulative and payable only when, as and if declared by BNY's board or an authorized committee, with legally available funds. Undeclared dividends do not accumulate for payment upon redemption.

At what price can BNY redeem the Series O preferred stock?

BNY may redeem the stock at $100,000 per preferred share, equivalent to $1,000 per depositary share, plus declared and unpaid dividends. Redemption may be in whole or in part on December 20, 2031, or any dividend payment date thereafter, without accumulation of undeclared dividends through the period before redemption.