BNY Mellon (NYSE: BNY) completes Series N depositary share issue

How are BNY’s Series K and Series N preferred-related securities structured?

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

Q: What Series N preferred stock did The Bank of New York Mellon Corporation (BNY) create?

Q: What dividend restrictions apply to BNY common stock due to the Series N preferred?

Q: Who underwrote BNY’s Series N depositary share offering (BNY)?

Q: What agreement governs BNY’s Series N depositary shares?

8-K Event Classification

Key Figures

Key Terms

What Series N preferred stock did The Bank of New York Mellon Corporation (BNY) create?

How many Series N depositary shares did BNY (symbol BNY) offer?

What dividend restrictions apply to BNY common stock due to the Series N preferred?

What agreement governs BNY’s Series N depositary shares?

Existing depositary shares for Series K each represent a 1/4,000th interest in a Series K preferred share, while the new Series N depositary shares each represent a 1/100th interest in a share of Series N Preferred Stock .

The company created Series N Noncumulative Perpetual Preferred Stock with a $100,000 liquidation preference per share and $0.01 par value , detailed in a Certificate of Designations filed in Delaware on July 22, 2026 .

After issuance of the Series N Preferred Stock , BNY Mellon’s ability to declare or pay dividends on, or repurchase, common stock and other junior shares is restricted if it does not declare and pay (or set aside) dividends for the preceding Series N dividend period.

The underwriting agreement dated July 16, 2026 is with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and BNY Mellon Capital Markets, LLC as underwriters.

The depositary shares are governed by a Deposit Agreement dated July 23, 2026 among BNY Mellon, Computershare Inc. and Computershare Trust Company, N.A. , acting jointly as depositary, and the holders of the depositary receipts.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

The Bank of New York Mellon Corporation established and issued its Series N Noncumulative Perpetual Preferred Stock, with a $100,000 liquidation preference per share and $0.01 par value. A Certificate of Designations filed in Delaware on July 22, 2026 defines the rights and preferences of this series.

On July 16, 2026, 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 N Preferred Stock. The depositary shares were issued under a Deposit Agreement dated July 23, 2026 with Computershare Inc. and Computershare Trust Company, N.A. Upon issuance of the Series N Preferred Stock, the company’s ability to declare or pay dividends on, or repurchase, common stock and other junior securities becomes subject to restrictions whenever dividends on the Series N Preferred Stock for the preceding dividend period are not declared and paid or set aside.

The current report also makes the underwriting agreement, Certificate of Designations, Deposit Agreement, related forms of certificates, and a legal opinion of Sullivan & Cromwell LLP exhibits to an existing Form S-3 registration statement, incorporating them by reference.

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Depositary shares offered: 500,000 depositary shares Series N liquidation preference: $100,000 per share Series N par value: $0.01 per share +5 more

8 metrics

Depositary shares offered 500,000 depositary shares Public offering of depositary shares representing interests in Series N Preferred Stock

Series N liquidation preference $100,000 per share Liquidation preference per share of Series N Noncumulative Perpetual Preferred Stock

Series N par value $0.01 per share Par value of Series N Noncumulative Perpetual Preferred Stock

Interest represented by each Series N depositary share 1/100th interest Each depositary share represents a 1/100th interest in one Series N preferred share

Series K depositary share interest 1/4,000th interest Each Series K depositary share represents a 1/4,000th interest in a Series K preferred share

Fixed-to-floating rate security coupon 6.244% Coupon on Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV

Certificate of Designations effective date July 22, 2026 Effective date of the Certificate of Designations for the Series N Preferred Stock in Delaware

Deposit Agreement date July 23, 2026 Date of the Deposit Agreement governing the Series N depositary shares

Noncumulative Perpetual Preferred Stock, Certificate of Designations, Deposit Agreement, depositary shares, +1 more

5 terms

Noncumulative Perpetual Preferred Stock financial

"Series N Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share"

A noncumulative perpetual preferred stock is a type of equity that pays regular dividends indefinitely but has no maturity date, and if the issuer skips a dividend payment those missed payments are not owed later. It sits above common shares in priority for income and liquidation, so it can offer steady income like a bond while still carrying equity risk. Investors should note the permanent nature and the risk that skipped dividends are permanently lost, making yield and issuer stability key considerations.

Certificate of Designations regulatory

"filed a Certificate of Designations with the Secretary of State of the State of Delaware"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Deposit Agreement financial

"The Depositary Shares were issued pursuant to a Deposit Agreement, dated as of July 23, 2026"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

depositary shares financial

"public offering of 500,000 depositary shares, each representing a 1/100th interest in a share"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

liquidation preference financial

"Series N Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

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Understanding 8-K Material Events →

Available on EDGAR 07/23/2026 - 04:42 PM Accepted by SEC EDGAR 07/23/2026 - 04:42 PM

The company created Series N Noncumulative Perpetual Preferred Stock with a $100,000 liquidation preference per share and $0.01 par value, detailed in a Certificate of Designations filed in Delaware on July 22, 2026.

BNY Mellon 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 company’s Series N Noncumulative Perpetual Preferred Stock.

After issuance of the Series N Preferred Stock, BNY Mellon’s ability to declare or pay dividends on, or repurchase, common stock and other junior shares is restricted if it does not declare and pay (or set aside) dividends for the preceding Series N dividend period.

The depositary shares are governed by a Deposit Agreement dated July 23, 2026 among BNY Mellon, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders of the depositary receipts.

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): July 22, 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	BNY	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)	BNY/P	New York Stock Exchange
Depositary Shares, each representing a 1/4,000th interest in a share of Series K Noncumulative Perpetual Preferred Stock	BNY 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 N Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series N Preferred Stock”) by The Bank of New York Mellon Corporation (the “Registrant”) on July 23, 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 N 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 N Preferred Stock for the last preceding dividend period. The terms of the Series N 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 July 22, 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 N 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 July 16, 2026, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS 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 N 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 July 23, 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 N 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 July 16, 2026, by and among the Registrant and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and BNY Mellon Capital Markets, LLC

3.1		Certificate of Designations of the Registrant with respect to the Series N Preferred Stock, dated July 22, 2026, filed with the Secretary of State of the State of Delaware and effective July 22, 2026

4.1		Certificate of Designations of the Registrant with respect to the Series N Preferred Stock, dated July 22, 2026, filed with the Secretary of State of the State of Delaware and effective July 22, 2026 (filed as Exhibit 3.1)

4.2		Deposit Agreement, dated as of July 23, 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 N 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.

Source: View Original Filing on SEC EDGAR

The Bank of New York Mellon Corporation
(Registrant)

Date: July 23, 2026

/s/ Jean Weng

8 documents