BNY Mellon (BK) eyes Series M preferred issue and possible redemptions

Rhea-AI Filing Summary

The Bank of New York Mellon Corporation launched a proposed public offering of depositary shares, each representing a 1/100th interest in a new Series M Noncumulative Perpetual Preferred Stock. Pricing has not occurred yet, and there is no assurance the offering will price or close.

The company currently plans to use net proceeds for general corporate purposes, which may include redeeming some or all of its Series H Preferred Stock on the March 2026 dividend date and its Series F Preferred Stock on the September 2026 dividend date. Any redemption decision, amount, and timing remain subject to market conditions and other considerations.

Insights

Bank capital structure analyst

BK plans a new preferred issue that may refinance existing preferred series.

The company is proposing a public offering of depositary shares tied to a new Series M Noncumulative Perpetual Preferred Stock. Although size and pricing are not disclosed here, this type of instrument typically counts as additional regulatory capital.

Management indicates potential use of proceeds could include redeeming the outstanding Series H and Series F preferred stock around their March 2026 and September 2026 dividend dates. Whether the offering closes and any redemptions occur will depend on market conditions and other factors described in the disclosure.

Bank of New York Mellon Corp 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York false 0001390777 0001390777 2026-02-26 2026-02-26 0001390777 us-gaap:CommonStockMember 2026-02-26 2026-02-26 0001390777 bk:M6.244FixedToFloatingRateNormalPreferredCapitalSecuritiesOfMellonCapitalIvFullyAndUnconditionallyGuaranteedByTheBankOfNewYorkMellonCorporationMember 2026-02-26 2026-02-26 0001390777 bk:DepositarySharesEachRepresentingA14000thInterestInAShareOfSeriesKNoncumulativePerpetualPreferredStockMember 2026-02-26 2026-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35651		13-2614959
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

240 Greenwich Street
New York, New York		10286
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 495-1784

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		BK		New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)		BK/P		New York Stock Exchange
Depositary Shares, each representing a 1/4,000th interest in a share of Series K Noncumulative Perpetual Preferred Stock		BK/PRK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. OTHER EVENTS.

On February 26, 2026, The Bank of New York Mellon Corporation (the “Company”) announced the launch of a proposed public offering (the “Offering”) of depositary shares, each representing a 1/100^th interest in a share of its new series of Series M Noncumulative Perpetual Preferred Stock (the “Depositary Shares”). The Offering is subject to pricing, which has not yet occurred. If the Offering is priced and proceeds to closing, the Company intends to use the net proceeds from the sale of the Depositary Shares for general corporate purposes, which may include, but is not limited to, the redemption of some or all of its Series F Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per share (the “Series F Preferred Stock”), on the dividend payment date in September 2026.

The Company also expects, but is not obligated to, redeem some or all of its Series H Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per share (the “Series H Preferred Stock”), on the dividend payment date in March 2026.

The pricing of the Offering and whether a redemption of the Series H Preferred Stock or the Series F Preferred Stock will occur, is subject to market conditions and other considerations. There is no assurance that the Offering will price and close or that the Company will decide to redeem the Series H Preferred Stock or the Series F Preferred Stock, or, if it does, the amount to be redeemed and the timing of the redemption. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Series H Preferred Stock or the Series F Preferred Stock. If the Company decides to redeem the Series H Preferred Stock or the Series F Preferred Stock, it intends to announce its decision by press release and an appropriate notice of redemption during the applicable notice window.

The Offering is described in the Company’s preliminary prospectus supplement dated February 26, 2026, filed with the Securities and Exchange Commission today.

This Current Report on Form 8-K does not constitute an offer to sell the Depositary Shares.

Cautionary Note on Forward-Looking Statements

The information contained in this Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. 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, the Company’s expectations regarding the completion of, and the use of proceeds from, the Offering, and the redemption of the Series H Preferred Stock and the Series F Preferred Stock. These statements are based upon the Company’s current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond the Company’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 risk factors and other uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. All statements in this Current Report on Form 8-K speak only as of the date of this filing, and the Company undertakes no obligation to update the information to reflect events or circumstances that arise after that date or to reflect the occurrence of unanticipated events.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				The Bank of New York Mellon Corporation       (Registrant)
Date: February 26, 2026				By:		/s/ Jean Weng
				Name:		Jean Weng
				Title:		Secretary

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FAQ

What did The Bank of New York Mellon Corporation (BK) announce in this 8-K?

The Bank of New York Mellon Corporation announced a proposed public offering of depositary shares linked to a new Series M Noncumulative Perpetual Preferred Stock. The transaction is not yet priced, and there is no assurance the offering will ultimately price, close, or lead to related actions.

What securities is BK planning to offer in the new transaction?

BK plans to offer depositary shares, each representing a 1/100th interest in a share of its new Series M Noncumulative Perpetual Preferred Stock. These preferred-related securities are being offered to the public, subject to pricing and market conditions described in the company’s disclosure.

How does BK intend to use proceeds from the Series M preferred depositary share offering?

BK currently intends to use net proceeds for general corporate purposes. This may include redeeming some or all of its Series H preferred stock on the March 2026 dividend date and Series F preferred stock on the September 2026 dividend date, depending on market conditions and internal considerations.

Will BK definitely redeem its Series H and Series F preferred stock?

Redemption of BK’s Series H and Series F preferred stock is not guaranteed. The company only states it expects, but is not obligated, to redeem some or all of these series, and any decision, amount, and timing will depend on market conditions and other factors it evaluates.

Does this BK filing constitute a notice of redemption for existing preferred stock?

No, this filing does not serve as a notice of redemption for the Series H or Series F preferred stock. BK states that, if it decides to redeem either series, it plans to issue a press release and a formal redemption notice within the required notice period.

Where are the detailed terms of BK’s proposed Series M preferred offering described?

Detailed terms of the proposed Series M depositary share offering are described in BK’s preliminary prospectus supplement dated February 26, 2026. That prospectus supplement, filed with the Securities and Exchange Commission, provides the formal securities offering disclosure beyond the high-level information in this current report.

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