BNY Mellon (NYSE: BK) offers 500,000 Series M depositary shares

Rhea-AI Filing Summary

The Bank of New York Mellon Corporation detailed the issuance of its new Series M Noncumulative Perpetual Preferred Stock and related depositary shares. The company entered into an underwriting agreement for a public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of Series M preferred.

Each Series M preferred share has a liquidation preference of $100,000. If dividends on the Series M preferred are not declared and paid (or set aside) for the last preceding dividend period, the company’s ability to declare or pay dividends on, or repurchase, its common stock and other junior securities will be subject to specified restrictions.

Insights

Bank capital structure analyst

BNY Mellon adds high‑denomination preferred capital with dividend protections.

The Bank of New York Mellon Corporation introduced Series M Noncumulative Perpetual Preferred Stock, implemented through 500,000 depositary shares, each tied to a 1/100th interest in a preferred share with a $100,000 liquidation preference.

The preferred is noncumulative, meaning missed dividends do not accrue, but it includes restrictions on dividends and repurchases of common and other junior stock if Series M dividends for the last preceding period are not declared and paid or set aside. This structure prioritizes preferred holders in the capital stack.

Key legal and structural elements are documented in the Certificate of Designations effective on March 4, 2026, the underwriting agreement dated February 26, 2026, and the deposit agreement dated March 5, 2026, which together define rights, offering mechanics and depositary administration.

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 --12-31 0001390777 2026-03-04 2026-03-04 0001390777 us-gaap:CommonStockMember 2026-03-04 2026-03-04 0001390777 bk:M6.244FixedToFloatingRateNormalPreferredCapitalSecuritiesOfMellonCapitalIvFullyAndUnconditionallyGuaranteedByTheBankOfNewYorkMellonCorporationMember 2026-03-04 2026-03-04 0001390777 bk:DepositarySharesEachRepresentingA14000thInterestInAShareOfSeriesKNoncumulativePerpetualPreferredStockMember 2026-03-04 2026-03-04

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): March 4, 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 3.03. Material Modification to Rights of Security Holders.

Upon issuance of the Series M Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series M Preferred Stock”) by The Bank of New York Mellon Corporation (the “Registrant”) on March 5, 2026, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to the Series M Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Series M Preferred Stock for the last preceding dividend period. The terms of the Series M Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 4, 2026, the Registrant filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series M Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On February 26, 2026, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and BNY Mellon Capital Markets, LLC, as underwriters (the “Underwriters”), relating to the public offering (the “Offering”) of 500,000 depositary shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Series M Preferred Stock. The Underwriting Agreement contains various representations, warranties and agreements by the Registrant, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registrant’s registration statement on Form S-3 (File No. 333-282710) (the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.

A copy of the opinion of Sullivan & Cromwell LLP, counsel for the Registrant, relating to the legality of the issuance and sale of the Depositary Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 (included in Exhibit 5.1) of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

The Depositary Shares were issued pursuant to a Deposit Agreement, dated as of March 5, 2026 (the “Deposit Agreement”), by and among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference. The form of certificate representing the Series M Preferred Stock and the form of depositary receipt representing the Depositary Shares are filed and included as Exhibit A and Exhibit B, respectively, to the Deposit Agreement and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated February 26, 2026, by and among the Registrant and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and BNY Mellon Capital Markets, LLC.
3.1		Certificate of Designations of the Registrant with respect to the Series M Preferred Stock, dated March 4, 2026, filed with the Secretary of State of the State of Delaware and effective March 4, 2026.
4.1		Certificate of Designations of the Registrant with respect to the Series M Preferred Stock, dated March 4, 2026, filed with the Secretary of State of the State of Delaware and effective March 4, 2026 (filed as Exhibit 3.1)
4.2		Deposit Agreement, dated as of March 5, 2026, by and among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein.
4.3		Form of certificate representing the Series M Preferred Stock (included as Exhibit A to Exhibit 4.2)
4.4		Form of depositary receipt representing the Depositary Shares (included as Exhibit B to Exhibit 4.2)
5.1		Opinion of Sullivan & Cromwell LLP.
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data file – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: March 5, 2026				By:		/s/ Jean Weng
				Name:		Jean Weng
				Title:		Secretary

FAQ

What new security did The Bank of New York Mellon (BK) introduce in this 8-K?

The Bank of New York Mellon introduced its Series M Noncumulative Perpetual Preferred Stock, represented publicly by 500,000 depositary shares. Each depositary share corresponds to a 1/100th interest in a preferred share with a liquidation preference of $100,000 per preferred share.

How many depositary shares tied to Series M preferred did BK offer?

The company entered into an underwriting agreement for a public offering of 500,000 depositary shares. Each depositary share represents a 1/100th interest in one share of the Series M Noncumulative Perpetual Preferred Stock, giving investors fractional exposure to the high-denomination preferred shares.

What is the liquidation preference of BNY Mellon’s Series M preferred stock?

Each share of the Series M Noncumulative Perpetual Preferred Stock carries a $100,000 liquidation preference. This means that, in a liquidation, holders of a full preferred share would be entitled to receive $100,000 before common shareholders and other junior securities receive any distribution.

How do missed Series M preferred dividends affect BK common stock dividends?

If dividends on the Series M Preferred Stock are not declared and paid, or set aside, for the last preceding dividend period, BK’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, its common stock and other junior shares becomes subject to specified restrictions.

Which underwriters are involved in BNY Mellon’s Series M depositary share offering?

The underwriting agreement for the Series M depositary share offering includes Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and BNY Mellon Capital Markets, LLC as underwriters for the public offering.

What key legal documents govern BNY Mellon’s Series M preferred issuance?

The issuance is governed by a Certificate of Designations effective March 4, 2026, an Underwriting Agreement dated February 26, 2026, and a Deposit Agreement dated March 5, 2026, along with related opinion and consent exhibits incorporated by reference.

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 118.6 KB
• EX-3.1 EX-3.1 62.8 KB
• EX-4.2 EX-4.2 230.6 KB
• EX-5.1 EX-5.1 7.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.2 KB