$300M floating senior notes due 2030 from Issuer (BK) pricing and terms

Rhea-AI Filing Summary

The issuer is offering $300,000,000 of floating rate callable senior notes due January 22, 2030. The price to the public is 100% of principal and the issuer expects net proceeds of $299,550,000 before estimated expenses of about $150,000. The notes are issued in minimum denominations of $2,000 and integral multiples of $1,000 and will settle in book-entry form through DTC on a T+5 basis.

Interest is paid quarterly on January 22, April 22, July 22 and October 22, starting April 22, 2026, at a variable rate equal to Compounded SOFR +63 basis points, with a minimum interest rate of 0% and an Actual/360 day count convention. The notes are callable at the issuer’s option at 100% of principal plus accrued interest in whole on January 22, 2029, or in whole or in part on or after December 21, 2029. The notes are not bank deposits, are unsecured obligations under the senior indenture, and are restricted to professional and eligible counterparties in the EEA, UK and Singapore.

Insights

Fixed income analyst

$300M SOFR-linked notes add term funding at a modest spread.

The issuer is raising $300,000,000 through floating rate senior notes maturing on January 22, 2030. The coupon is tied to Compounded SOFR plus 0.63%, with quarterly interest and a floor at 0%. This structure links funding costs to short-term rates while avoiding negative-rate scenarios.

The notes are callable at par in whole on January 22, 2029 and in whole or in part on or after December 21, 2029, giving the issuer flexibility near maturity. Investors face typical senior unsecured credit risk of the issuer and reinvestment risk around the call window. Distribution is via multiple agents purchasing as principals, and settlement is on T+5, so secondary trades before the original issue date require adjusted settlement instructions.

Pricing Supplement dated January 14, 2026 (To Prospectus dated December 9, 2024 and Prospectus Supplement dated December 9, 2024) THE BANK OF NEW YORK MELLON CORPORATION     Rule 424(b)(2)     File No. 333-282710

Senior Medium-Term Notes Series J

(U.S. $ Floating Rate)

$300,000,000 Floating Rate Callable Senior Notes Due 2030

Trade Date: January 14, 2026

Original Issue Date: January 22, 2026

Principal Amount: $300,000,000

Net Proceeds (Before Expenses) to Issuer: $299,550,000

Price to Public: 100.000% plus accrued interest, if any, from January 22, 2026

Commission/Discount: 0.150%

Agent’s Capacity:  ☒ Principal Basis  ☐ Agency Basis

Maturity Date: January 22, 2030

Interest Payment Dates: Quarterly on the 22nd day of January, April, July and October of each year, commencing on April 22, 2026

Interest Rate: Compounded SOFR (as defined in the Prospectus Supplement), as determined in accordance with the provisions set forth in the Prospectus, Prospectus Supplement and this Pricing Supplement, plus the Spread. In no event will the Interest Rate for any Interest Period (as defined in the Prospectus Supplement) be less than the Minimum Interest Rate.

Base Rate or Benchmark: Compounded SOFR

Spread: +63 basis points

Minimum Interest Rate: 0%

Day Count Convention: Actual/360

Business Day Convention: Modified following, adjusted. If any Interest Payment Date falls on a day that is not a Business Day (other than an Interest Payment Date that is also the Maturity Date or a redemption date, if applicable), such Interest Payment Date will be postponed to the following Business Day, except that, if the next Business Day would fall in the next calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date or a redemption date, if applicable, falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no additional interest will accrue from and after the Maturity Date or redemption date, as applicable.

Optional Redemption Date: January 22, 2029

Redemption Commencement Date: December 21, 2029

Redemption Price: 100% of the principal amount of the Notes redeemed

Optional Redemption: Redeemable (i) in whole, but not in part, on the Optional Redemption Date or (ii) in whole or in part from time to time on or after the Redemption Commencement Date, in each case at the option of the Issuer and at the Redemption Price, plus accrued and unpaid interest thereon to the date of redemption, on written notice given to the registered holders of the Notes not less than 5 nor more than 30 calendar days prior to the date of redemption.

Authorized Denominations: $2,000 and integral multiple of $1,000 in excess thereof

The Notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Form:		☒		Book Entry
		☐		Certificated
Redemption:		☐		The Notes cannot be redeemed prior to maturity
		☒		The Notes may be redeemed prior to maturity
Repayment:		☒		The Notes cannot be repaid prior to maturity
		☐		The Notes can be repaid prior to maturity at the option of the holder of the Notes
Discount Note:		☐		Yes ☒ No

Defeasance: The defeasance and covenant defeasance provisions of the Senior Indenture described under “Description of Debt Securities—Debt Securities Issued by the Company under the Senior Indenture or the Senior Subordinated Indenture—Legal Defeasance and Covenant Defeasance” in the Prospectus will apply to the Notes.

MiFID II—professionals/ECPs-only / No PRIIPs or UK PRIIPs KID: Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the prospectus supplement.

The following selling restrictions appearing in the accompanying Prospectus Supplement are amended in their entirety as follows:

Singapore. This prospectus supplement and the accompanying prospectus have not been and will not be registered as prospectuses with the Monetary Authority of Singapore under the Securities and Futures Act 2001 (the “SFA”). Accordingly, this prospectus supplement, and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes have not been and will not be circulated or distributed, nor have the Notes been or will be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

SFA Product Classification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (“CMP Regulations 2018”), the Company has determined, and hereby notifies all persons (including all relevant persons (as defined in Section 309A(1) of the SFA)), that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Plan of Distribution: The Notes described herein are being purchased, severally and not jointly, by the agents named in the below table (the “Agents”), each as principal, on the terms and conditions described in the prospectus supplement under the caption “Plan of Distribution of Medium-Term Notes (Conflicts of Interest).”

Agent		Aggregate Principal Amount of Notes to be Purchased
Citigroup Global Markets Inc.		$	72,000,000
J.P. Morgan Securities LLC		$	72,000,000
Morgan Stanley & Co. LLC		$	72,000,000
Loop Capital Markets LLC		$	24,000,000
BNY Mellon Capital Markets, LLC		$	24,000,000
BMO Capital Markets Corp.		$	4,500,000
ING Financial Markets LLC		$	4,500,000
Intesa Sanpaolo IMI Securities Corp.		$	4,500,000
Oversea-Chinese Banking Corporation Limited		$	4,500,000
Amerivet Securities, Inc.		$	3,000,000
Great Pacific Securities		$	3,000,000
Mischler Financial Group, Inc.		$	3,000,000
Stern Brothers & Co.		$	3,000,000
Tigress Financial Partners, LLC		$	3,000,000
American Veterans Group, PBC		$	1,500,000
Zeus Financial LLC		$	1,500,000
Total:		$	300,000,000

The Agents expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on or about the fifth business day following the date of this pricing supplement, or “T+5”. Trades of securities in the secondary market generally are required to settle in one business day, referred to as “T+1”, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+1 basis, investors who wish to trade the Notes more than one business day before the Original Issue Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.

The prospectus, prospectus supplement and this pricing supplement may be used by the Company, BNY Mellon Capital Markets, LLC and any other affiliate controlled by the Company in connection with offers and sales relating to the initial sales of securities and any market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The Company and its affiliates may act as principal or agent in these transactions.

The Agents and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.

To the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any Notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations. Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Notes constituting part of its allotment solely outside the United States.

We estimate that we will pay approximately $150,000 for expenses, excluding underwriting discounts and commissions.

In the ordinary course of their various business activities, the Agents and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities), and financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and securities activities may have involved, and in the future may involve, securities and instruments of the Company.

FAQ

What is BK’s new floating rate senior note offering?

The issuer is offering $300,000,000 of floating rate callable senior notes due January 22, 2030, priced at 100% of principal plus any accrued interest.

How is interest calculated on BK’s 2030 floating rate notes?

Interest is paid quarterly and equals Compounded SOFR plus 63 basis points, with a 0% minimum interest rate and an Actual/360 day count convention.

When do BK’s new floating rate notes pay interest?

Interest is paid quarterly on the 22nd of January, April, July and October of each year, starting on April 22, 2026.

Are BK’s 2030 floating rate notes callable before maturity?

Yes. The notes are callable at the issuer’s option at 100% of principal plus accrued interest in whole on January 22, 2029 or in whole or in part on or after December 21, 2029.

What proceeds will the issuer receive from BK’s $300M note sale?

The issuer expects net proceeds of approximately $299,550,000 before expenses and estimates paying about $150,000 of offering expenses, excluding underwriting discounts and commissions.

Who is distributing BK’s 2030 floating rate notes?

Multiple agents, including Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and others, are purchasing the notes as principals in specified aggregate amounts and reselling them to investors.

Are BK’s floating rate notes insured or bank deposits?

No. The notes are not bank deposits, are not insured by the FDIC or any government agency, and are unsecured senior obligations of the issuer.