State Street (NYSE: STT) prices Series L depositary share sale, eyes $495.7M net
Rhea-AI Filing Summary
State Street Corporation is issuing a new series of preferred equity through depositary shares. On August 6, 2026, the company amended its Articles of Organization to establish Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, without par value, with a liquidation preference of $100,000 per share.
On August 5, 2026, State Street entered into an underwriting agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC for the public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of the Series L preferred stock. The offering, made under an effective Form S-3 shelf registration, was priced at $1,000 per depositary share, and State Street expects to receive approximately $495.7 million in net proceeds after underwriting discounts and expenses. In connection with this issuance, State Street expects to enter into a deposit agreement with Equiniti Trust Company, LLC as depositary.
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Filing Explained
The filing leaves the Series L preferred-equity transaction at the offering stage: the underwriting agreement is entered and the offering is priced, but the deposit agreement is still future and net proceeds remain expected rather than reported as received.
8-K Event Classification
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.
Key Figures
Depositary shares offered: 500,000 depositary shares
Offering price per depositary share: $1,000 per Depositary Share
Expected net proceeds: approximately $495.7 million
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6 metrics
Depositary shares offered
500,000 depositary shares
Underwritten public offering of depositary shares representing interests in Series L preferred stock
Offering price per depositary share
$1,000 per Depositary Share
Public offering price for each depositary share in the Series L transaction
Expected net proceeds
approximately $495.7 million
Net proceeds to State Street after underwriting discount and estimated expenses
Liquidation preference per preferred share
$100,000 per share
Liquidation preference of the Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L
Depositary share interest in preferred
1/100th ownership interest
Each depositary share represents a 1/100th interest in one share of Series L preferred stock
Registration Statement file number
333-288196
Form S-3 registration statement used for the depositary share offering
Key Terms
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Depositary Shares, Underwriting Agreement, Registration Statement on Form S-3, +2 more
6 terms
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"to fix the designations, preferences, limitations and relative rights of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L"
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC"
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
"made pursuant to a Registration Statement on Form S-3 (File No. 333-288196), filed with the Securities and Exchange Commission"
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.
liquidation preference financial
"Preferred Stock, Series L, without par value per share, with a liquidation preference of $100,000 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.
deposit agreement financial
"State Street expects to enter into a deposit agreement (the “Deposit Agreement”) with Equiniti Trust Company, LLC (as depositary)"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What new securities is State Street (STT) offering in this 8-K?
State Street is offering 500,000 depositary shares, each representing a 1/100th ownership interest in a share of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, established by recently filed Articles of Amendment in Massachusetts.
What is the liquidation preference of State Street (STT) Series L preferred stock?
The Series L preferred stock carries a liquidation preference of $100,000 per share. Each depositary share represents a 1/100th interest in one such preferred share, so each depositary share is economically linked to that $100,000 preference.
How much does State Street (STT) expect in net proceeds from this offering?
State Street expects to receive approximately $495.7 million in net proceeds from the sale of the depositary shares, after deducting the underwriting discount and estimated offering expenses associated with the underwritten public offering.
What is the role of Equiniti Trust Company in State Street (STT)’s transaction?
In connection with issuing the depositary shares, State Street expects to enter into a deposit agreement with Equiniti Trust Company, LLC as depositary, which will hold the preferred shares and issue depositary receipts to evidence the depositary shares.