BK (NYSE: BK) sells $750M Series J notes due 2032, 4.54% to SOFR+0.895%

Rhea-AI Filing Summary

Company priced a $750,000,000 issue of Senior Medium-Term Notes, Series J, a callable senior note due April 23, 2032. The notes carry a 4.540% fixed rate through April 23, 2031, then revert to Compounded SOFR +89.5 bps for one year.

Trade date was April 16, 2026 and the original issue date is April 23, 2026; net proceeds to the issuer are $748,875,000. The offering was allocated among several agents with initial distribution in book-entry form on a T+5 settlement.

Insights

Debt Capital Markets Analyst

Issuer sold $750M of 6-year callable senior notes with a fixed-to-floating profile.

The transaction raises $748,875,000 in net proceeds from a $750,000,000 principal issue priced at par, with semiannual fixed coupons at 4.540% through April 23, 2031 and a one-year floating leg tied to Compounded SOFR +89.5 bps.

Key dependencies include the one-year SOFR-based floating reset, the stated minimum interest floor of 0%, and the callable features; cash-flow treatment and specific redemption mechanics are governed by the prospectus supplement.

Structuring Specialist

Structure mixes fixed-rate certainty with a short floating tail to limit long-run rate exposure.

Fixed-rate interest uses a 30/360 day count and semiannual payments; the floating leg uses Actual/360 and quarterly resets. The spread of 89.5 basis points over Compounded SOFR and a 0% floor are disclosed verbatim.

Settlement is scheduled on a T+5 basis for initial delivery; secondary-market settlement norms (T+1) are noted and may require alternative settlement arrangements for early trades.

Key Figures

Principal Amount: $750,000,000 Net Proceeds: $748,875,000 Fixed Interest Rate: 4.540% per annum +4 more

7 metrics

Principal Amount $750,000,000 Senior Medium-Term Notes Series J principal amount

Net Proceeds $748,875,000 Net proceeds to issuer before expenses

Fixed Interest Rate 4.540% per annum Fixed Rate Period: April 23, 2026 to April 23, 2031

Floating Spread +89.5 basis points Floating Rate Period spread over Compounded SOFR

Maturity Date April 23, 2032 Final maturity of the notes

Price to Public 100.000% plus accrued interest Public offering price at issuance

Settlement T+5 Expected initial delivery against payment in New York, NY

Key Terms

Compounded SOFR, Day Count Convention 30/360, Book-entry form, T+5 settlement, +1 more

5 terms

Compounded SOFR financial

"Interest Rate with Respect to the Floating Rate Period: Compounded SOFR"

Compounded SOFR is an interest rate benchmark calculated by taking the daily Secured Overnight Financing Rate (SOFR) values over a set period and combining them to produce a single effective interest rate for that period. Think of it like rolling up many tiny daily interest charges into one total bill for the month or quarter; it determines the actual interest owed on floating-rate loans, bonds, and derivatives. Investors care because it directly affects borrowing costs, cash flows and the value of interest-sensitive securities, and it is widely used as a replacement for older benchmark rates.

Day Count Convention 30/360 financial

"Day Count Convention with Respect to the Fixed Rate Period: 30/360"

Book-entry form market

"The Agents expect to deliver the Notes in book-entry form only"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

T+5 settlement market

"initial delivery of the Notes will not be made on a T+1 basis ... on or about the fifth business day"

Callable senior notes financial

"4.540% Fixed Rate/Floating Rate Callable Senior Notes Due 2032"

Offering Details

primary

Offering

Offering Type primary

Price Range 100.000% (priced at par)

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Accepted by SEC EDGAR 04/20/2026 - 06:08 AM Learn about SEC filing dates

Pricing Supplement dated April 16, 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. $ Fixed Rate/Floating Rate)

$ 750,000,000 4.540% Fixed Rate/Floating Rate Callable Senior Notes Due 2032

Trade Date: April 16, 2026

Original Issue Date: April 23, 2026

Principal Amount: $750,000,000

Net Proceeds (Before Expenses) to Issuer: $748,875,000

Price to Public: 100.000% plus accrued interest, if any, from April 23, 2026

Commission/Discount: 0.150%

Agent’s Capacity:  ☒ Principal Basis ☐ Agency Basis

Maturity Date: April 23, 2032

Fixed Rate Period: April 23, 2026 to but excluding April 23, 2031

Floating Rate Period: April 23, 2031 to but excluding April 23, 2032

Interest Payment Dates with Respect to the Fixed Rate Period: Semi-annually on the 23rd day of April and October of each year, commencing October 23, 2026 and ending on April 23, 2031

Interest Rate with Respect to the Fixed Rate Period: 4.540% per annum

Day Count Convention with Respect to the Fixed Rate Period: 30/360

Interest Payment Dates with Respect to the Floating Rate Period: Quarterly on the 23rd day of January, April, July and October of each year, commencing on July 23, 2031

Interest Rate with Respect to the Floating Rate Period: 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 Floating Rate Period Interest Period be less than the Minimum Interest Rate.

Floating Rate Period Interest Period: (i) the period from and including any Interest Payment Date (or with respect to the initial Floating Rate Interest Period during the Floating Rate Period only, from and including April 23, 2031) to, but excluding, the next succeeding Interest Payment Date; (ii) in the case of the last such period, the period from and including the Interest Payment Date immediately preceding the Maturity Date to, but excluding, the Maturity Date; or (iii) in the event of any redemption of the Notes, from and including the Interest Payment Date immediately preceding the applicable redemption date to, but excluding, such redemption date.

Base Rate or Benchmark during the Floating Rate Period: Compounded SOFR

Floating Rate Period Spread: +89.5 basis points

Minimum Interest Rate: 0%

Day Count Convention with Respect to the Floating Rate Period: Actual/360

Business Day Convention: With respect to the Fixed Rate Period, including the Interest Payment Date occurring on April 23, 2031, following, unadjusted. If any Interest Payment Date with respect to Fixed Rate Period interest falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no additional interest will accrue on account of such postponement. With respect to the Floating Rate Period, excluding the Interest Payment Date occurring on April 23, 2031, modified following, adjusted. If any Interest Payment Date with respect to Floating Rate Period interest 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.

Redemption Provisions: As described below

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

Optional Redemption and Optional Repayment:

The Notes will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, on or after October 23, 2026 (or, if any additional Notes are issued after April 23, 2026, beginning six months after the last issue date for such additional Notes) and to, but excluding, April 23, 2031 (the “First Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Prospectus Supplement), as determined in accordance with the provisions set forth in the Prospectus Supplement, plus 10 basis points less (b) interest accrued to, but excluding, the date of redemption, and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On the First Par Call Date, the Notes will be redeemable at the option of the Company, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date. On and after March 23, 2032, the Notes will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Any redemption of the Notes at the option of the Company will be in a minimum amount of $2,000 and in integral multiples of $1,000 in excess thereof, and on written notice given to the holders thereof not less than 5 nor more than 30 calendar days prior to the date of redemption and in accordance with the provisions of the Senior Indenture. If any Note is redeemed in part, a new Note of like tenor for the unredeemed portion and otherwise having the same terms as the partially redeemed Note will be issued in the name of the holder upon presentation and surrender of the partially redeemed Note.

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.

United States Federal Income Tax Consequences: The Company believes that the Notes should be treated as variable rate Notes that are not issued with original issue discount for United States federal income tax purposes. See the discussion in the prospectus supplement under “United States Federal Income Tax Consequences” for a discussion of the United States federal income tax consequences of investing in the Notes.

No PRIIPs: No PRIIPs has been prepared as the Notes are not available to retail investors in the EEA. See “Prohibition of Sales to EEA Retail Investors” in the prospectus supplement.

Important—CCI Regulations/Prohibition of Sales to UK Retail Investors – The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024 (“CCI Regulations”).

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).

CCI Regulations / UK Prospectus Rules / Prohibition of Sales to UK Retail Investors

No Notes which are the subject of the offer contemplated by this prospectus supplement may be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For the purposes of this provision:

(a) the expression “retail investor” means a person who is either one (or both) of the following: (i) not a professional client as defined in point (8) of Article 2(1) of the EUWA; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs;

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to buy or subscribe the Notes. Consequently, no disclosure document required the DISC for offering, distributing or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, distributing or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and CCI Regulations.

This prospectus supplement has been prepared on the basis that any offer of the Notes in the UK will be made pursuant to an exemption under the POATRs from the requirement to publish a prospectus for offers of securities. This prospectus supplement is not a prospectus for the purposes of the POATRs.

Each Agent has represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the UK.

This prospectus supplement and the accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside the UK or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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
Goldman Sachs & Co. LLC		$	180,000,000
Lloyds Securities Inc.		$	180,000,000
Morgan Stanley & Co. LLC		$	180,000,000
Academy Securities, Inc.		$	60,000,000
BNY Mellon Capital Markets, LLC		$	60,000,000
ING Financial Markets LLC		$	15,000,000
MUFG Securities Americas Inc.		$	15,000,000
Nykredit Bank A/S		$	15,000,000
Bancroft Capital, LLC		$	7,500,000
Cabrera Capital Markets LLC		$	7,500,000
CastleOak Securities, L.P.		$	7,500,000
Great Pacific Securities		$	7,500,000
MFR Securities, Inc.		$	7,500,000
Security Capital Brokerage, Inc.		$	7,500,000
Total:		$	750,000,000

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.

We estimate that we will pay approximately $ 220,000 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.