State Street sells $1.5B in senior notes

State Street Corporation issued $800,000,000 of Fixed-to-Floating Rate Senior Notes due 2032 and $700,000,000 of Fixed-to-Floating Rate Senior Notes due 2037 in a public offering under an effective shelf registration.

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Form Type

8-K

Rhea-AI Filing Summary

State Street Corporation issued $800,000,000 of Fixed-to-Floating Rate Senior Notes due 2032 and $700,000,000 of Fixed-to-Floating Rate Senior Notes due 2037 in a public offering under an effective shelf registration.

State Street expects to receive approximately $1.492 billion in net proceeds after underwriting discounts and estimated expenses. The notes were issued under an existing Indenture with U.S. Bank Trust Company, and the transaction was executed via an underwriting agreement led by major investment banks.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

2032 Notes principal: $800,000,000 2037 Notes principal: $700,000,000 Total notes issued: $1.5 billion +3 more

6 metrics

2032 Notes principal $800,000,000 Fixed-to-Floating Rate Senior Notes due 2032

2037 Notes principal $700,000,000 Fixed-to-Floating Rate Senior Notes due 2037

Total notes issued $1.5 billion Aggregate principal amount of 2032 and 2037 Notes

Expected net proceeds $1.492 billion Net of underwriting discounts and estimated expenses

Registration statement form Form S-3 Shelf registration File No. 333-288196 used for offering

Base Indenture date October 31, 2014 Indenture governing the senior notes

Key Terms

Fixed-to-Floating Rate Senior Notes, Indenture, Underwriting Agreement, registration statement on Form S-3, +1 more

5 terms

Fixed-to-Floating Rate Senior Notes financial

"aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2032"

A fixed-to-floating rate senior note is a debt security that pays interest at a set rate for an initial period and then switches to a variable rate linked to a market benchmark; “senior” means it has higher priority than other debt if the issuer faces trouble. For investors it matters because the switch changes income predictability and exposure to interest-rate swings, while senior status affects the relative safety and recovery prospects of the investment—think of it as a loan that starts with a steady paycheck and later becomes tied to the economy’s pulse.

Indenture regulatory

"The Notes were issued pursuant to an Indenture dated as of October 31, 2014"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Underwriting Agreement financial

"The sale of the Notes was made pursuant to the terms of an underwriting agreement dated April 21, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

registration statement on Form S-3 regulatory

"in a public offering pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

opinion as to legality regulatory

"counsel to State Street, has issued an opinion to State Street ... regarding the legality of the Notes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

State Street Corporation disclosed it issued two series of Fixed-to-Floating Rate Senior Notes in a public offering. The transaction adds new term funding through notes maturing in 2032 and 2037, executed under an existing shelf registration and Indenture framework.

How much debt did State Street (STT) issue in this transaction?

State Street issued $800,000,000 of Fixed-to-Floating Rate Senior Notes due 2032 and $700,000,000 of Fixed-to-Floating Rate Senior Notes due 2037. Together, these two tranches represent $1.5 billion in aggregate principal amount of new senior unsecured debt.

What net proceeds will State Street (STT) receive from the senior notes offering?

State Street expects net proceeds of approximately $1.492 billion from the offering of the senior notes. This figure is after deducting underwriting discounts and estimated offering expenses associated with the 2032 and 2037 Fixed-to-Floating Rate Senior Notes.

Under what legal framework were State Street’s new notes issued?

The notes were issued under a Base Indenture dated October 31, 2014, as amended by supplemental indentures in 2017 and 2020. This Indenture is between State Street and U.S. Bank Trust Company, serving as trustee for the senior notes.

Which underwriters managed State Street (STT)’s senior notes offering?

The offering was conducted under an underwriting agreement dated April 21, 2026, with Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and UBS Securities LLC acting as representatives of the several underwriters involved.

Which law firm provided the legality opinion for State Street’s new notes?

Wilmer Cutler Pickering Hale and Dorr LLP issued an opinion to State Street regarding the legality of the senior notes. The opinion, dated April 24, 2026, is filed as Exhibit 5.1 and confirms the notes’ validity upon issuance and sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 04:10 PM EDT

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): April 21, 2026

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)

(617) 786-3000

(Registrant’s telephone number, including area code)

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, $1 par value per share	STT	New York Stock Exchange
Depositary Shares, each representing a 1/4,000th ownership interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share	STT.PRG	New York Stock Exchange

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 8.01.

Other Events.

On April 24, 2026, State Street Corporation (“State Street”) issued $800,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Notes”) and $700,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Notes” and, together with the 2032 Notes, the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-288196) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”).

The Notes were issued pursuant to an Indenture dated as of October 31, 2014 (the “Base Indenture”) as amended and supplemented by the First Supplemental Indenture dated as of May 8, 2017 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of March 30, 2020 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), between State Street and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee. The form of 2032 Note is filed as Exhibit 4.1 hereto and the form of 2037 Note is filed as Exhibit 4.2 hereto. The Base Indenture has been included as Exhibit 4.2 to State Street’s Registration Statement on Form S-3, filed with the SEC on November 18, 2014. The First Supplemental Indenture has been included as Exhibit 4.1 to State Street’s current report on Form 8-K, filed with the SEC on May 8, 2017. The Second Supplemental Indenture has been included as Exhibit 4.1 to State Street’s current report on Form 8-K, filed with the SEC on March 30, 2020.

The sale of the Notes was made pursuant to the terms of an underwriting agreement dated April 21, 2026 (the “Underwriting Agreement”), entered into among State Street and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives of the underwriters named therein. The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

State Street expects to receive net proceeds from the offering of the Notes of approximately $1.492 billion, after deducting the underwriting discounts and estimated offering expenses.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated April 24, 2026, regarding the legality of the Notes to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 to this current report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

1.1		Underwriting Agreement, dated April 21, 2026, by and among State Street Corporation and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein

4.1		Form of Fixed-to-Floating Rate Senior Note due 2032

4.2		Form of Fixed-to-Floating Rate Senior Note due 2037

5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated April 24, 2026

23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included as part of Exhibit 5.1)

*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/ Elizabeth M. Schaefer
Name:		Elizabeth M. Schaefer
Title:		Senior Vice President, Chief Accounting Officer and Interim Controller

Date: April 24, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents