State Street (NYSE: STT) elects Brian Porter to board, sets pay details

Rhea-AI Filing Summary

State Street Corporation reported that its Board of Directors elected Brian J. Porter as an independent director effective September 15, 2025. He will also serve on the Board’s Human Resources Committee and Risk Committee. The company states there are no arrangements or understandings with other persons under which he was elected.

Mr. Porter will receive a pro rata share of State Street’s 2025-2026 director compensation, including a $110,000 annual cash retainer and a $235,000 common stock retainer, consistent with previously disclosed non-employee director pay programs. His pro-rated stock award will be based on the closing price of State Street common stock on the election date. He will be entitled to an indemnification agreement on the same form used for the company’s other non-employee directors.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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 15, 2025

______________________

State Street Corporation

(Exact name of Registrant as Specified in its Charter)

____________________

Massachusetts

001-07511

04-2456637

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Congress Street

Boston

Massachusetts

02114

(Address of principal executive offices, and Zip Code)

Registrant’s telephone number, including area code: (617) 786-3000

________________

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, $1 par value per share

STT

New York Stock Exchange

Depositary Shares, each representing a 1/4,000th ownership interest in a share of

STT.PRG

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2025, State Street Corporation’s Board of Directors elected Brian J. Porter as an independent director of the corporation. Mr. Porter has also been appointed as a member to the Board’s Human Resources Committee and its Risk Committee effective the date of his election to the Board. There are no arrangements or understandings between Mr. Porter and any other persons pursuant to which Mr. Porter was elected as a director of the corporation. Mr. Porter will be entitled to a pro rata share of the 2025-2026 $110,000 annual retainer and $235,000 common stock retainer and to other director compensation arrangements under terms consistent with those previously disclosed in Exhibit 10.2 to State Street’s quarterly report on Form 10-Q for the quarter ended June 30, 2025. The pro-rated stock award will be based on the closing price of State Street’s common stock on the New York Stock Exchange on the date of election. Mr. Porter will be entitled to enter into an indemnification agreement with State Street consistent with the forms of indemnification agreement entered into by State Street’s other non-employee directors and previously disclosed in Exhibit 10.12A to State Street’s annual report on Form 10-K for the fiscal year ended December 31, 2024.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
*			104			Cover Page Interactive Data File (formatted as Inline XBRL)

 * Submitted electronically herewith

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.

STATE STREET CORPORATION

By:

/s/ Mark Shelton

Name:

Mark Shelton

Title:

Executive Vice President, General Counsel and Secretary

Date:

September 17, 2025

FAQ

What did State Street (STT) disclose in this 8-K filing?

State Street disclosed that its Board of Directors elected Brian J. Porter as an independent director effective September 15, 2025, and outlined his committee assignments and compensation terms.

What role will Brian J. Porter have on State Street’s board?

Brian J. Porter has been elected as an independent director of State Street Corporation and will serve on the Board’s Human Resources Committee and Risk Committee.

How will the new State Street director Brian J. Porter be compensated?

Mr. Porter will receive a pro rata share of the 2025-2026 director compensation, including a $110,000 annual cash retainer and a $235,000 common stock retainer, in line with existing non-employee director arrangements.

How is Brian J. Porter’s stock retainer at State Street determined?

The pro-rated stock retainer for Mr. Porter will be based on the closing price of State Street’s common stock on the New York Stock Exchange on the date of his election.

Are there any special arrangements related to Brian J. Porter’s election to State Street’s board?

State Street states there are no arrangements or understandings between Mr. Porter and any other persons pursuant to which he was elected as a director.

Does Brian J. Porter receive indemnification from State Street as a director?

Mr. Porter will be entitled to enter into an indemnification agreement with State Street that is consistent with the forms used for the company’s other non-employee directors.