BNY Mellon (BK) sets terms for Series L preferred and 500,000 depositary shares

Rhea-AI Filing Summary

The Bank of New York Mellon Corporation filed an 8-K describing a new issuance of preferred stock and related securities documents. The company established Series L Noncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per share, through a Certificate of Designations filed in Delaware on September 9, 2025. It conducted a public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of the Series L Preferred Stock, under an underwriting agreement with several major underwriters. The filing explains that if dividends on the Series L Preferred Stock are not declared and paid for the prior dividend period, the company’s ability to pay dividends on or repurchase its common stock and other junior shares will be restricted. The 8-K primarily serves to file and incorporate by reference the underwriting agreement, Certificate of Designations, deposit agreement, forms of certificates, and related legal opinion into an existing Form S-3 registration statement.

Insights

Capital structure and securities analyst

BK adds a new Series L preferred layer and related depositary shares, formalizing terms and junior-dividend restrictions.

The company has created Series L Noncumulative Perpetual Preferred Stock with a stated liquidation preference of $100,000 per share and tied this to 500,000 depositary shares, each representing a 1/100th interest. An underwriting agreement with several large broker-dealers governs the public offering of these depositary shares, and a deposit agreement with Computershare entities sets the mechanics for holders.

The Certificate of Designations, effective on September 9, 2025, specifies that if dividends on the Series L Preferred Stock are not declared and paid (or set aside) for the last dividend period, the company faces restrictions on dividends and repurchases of common stock and other junior securities. The 8-K also incorporates the underwriting agreement, deposit agreement, and a legal opinion into an existing Form S-3 registration, indicating these securities are issued under a broader shelf framework.

While the filing does not quantify proceeds or compare this issuance to existing capital levels, it clarifies the priority and terms of the new preferred layer and how it can limit common stockholder distributions when preferred dividends are not current. Subsequent filings may provide more detail on financial impacts and ongoing dividend behavior for this series.

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 2025-09-09 2025-09-09 0001390777 us-gaap:CommonStockMember 2025-09-09 2025-09-09 0001390777 bk:M6.244FixedToFloatingRateNormalPreferredCapitalSecuritiesOfMellonCapitalIvFullyAndUnconditionallyGuaranteedByTheBankOfNewYorkMellonCorporationMember 2025-09-09 2025-09-09 0001390777 bk:DepositarySharesEachRepresentingA14000thInterestInAShareOfSeriesKNoncumulativePerpetualPreferredStockMember 2025-09-09 2025-09-09

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): September 9, 2025

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 L Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series L Preferred Stock”) by The Bank of New York Mellon Corporation (the “Registrant”) on September 10, 2025, 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 L 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 L Preferred Stock for the last preceding dividend period. The terms of the Series L 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 September 9, 2025, 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 L 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 September 3, 2025, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC 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 L 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 September 10, 2025 (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 L 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated September 3, 2025, by and among the Registrant and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and BNY Mellon Capital Markets, LLC
3.1		Certificate of Designations of the Registrant with respect to the Series L Preferred Stock, dated September 9, 2025, filed with the Secretary of State of the State of Delaware and effective September 9, 2025
4.1		Certificate of Designations of the Registrant with respect to the Series L Preferred Stock, dated September 9, 2025, filed with the Secretary of State of the State of Delaware and effective September 9, 2025 (filed as Exhibit 3.1)
4.2		Deposit Agreement, dated as of September 10, 2025, 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 L 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

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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: September 10, 2025				By:		/s/ Jean Weng
				Name:		Jean Weng
				Title:		Secretary

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FAQ

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

The company established Series L Noncumulative Perpetual Preferred Stock, with a $100,000 per share liquidation preference and a par value of $0.01 per share.

How many depositary shares did BK offer related to the Series L Preferred Stock?

BK conducted a public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of the Series L Preferred Stock.

Which firms underwrote the Bank of New York Mellon (BK) Series L depositary share offering?

The underwriting agreement is with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and BNY Mellon Capital Markets, LLC as underwriters.

What restrictions apply to BK common stock dividends under the Series L Preferred Stock terms?

If BK does not declare and pay (or set aside) dividends on the Series L Preferred Stock for the last preceding dividend period, its ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, common stock and other junior shares is subject to certain restrictions.

When did the Series L Certificate of Designations for BK become effective?

The Certificate of Designations for the Series L Preferred Stock was filed with the Delaware Secretary of State on September 9, 2025 and became effective upon filing.

What key exhibits did BK file with this 8-K related to the Series L issuance?

Key exhibits include the Underwriting Agreement (Exhibit 1.1), the Certificate of Designations (Exhibit 3.1/4.1), the Deposit Agreement (Exhibit 4.2), forms of the preferred certificate and depositary receipt (Exhibits 4.3 and 4.4), and the legal opinion and consent from Sullivan & Cromwell LLP (Exhibits 5.1 and 23.1).

How does this 8-K relate to BK’s existing Form S-3 registration statement?

The 8-K is filed to make the Underwriting Agreement, legal opinion, and related exhibits part of BK’s Form S-3 registration statement No. 333-282710 by incorporating those exhibits by reference.