STOCK TITAN

State Street (NYSE: STT) sells $495.7M in Series L preferred depositary shares

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

State Street Corporation reported that on August 12, 2026 it issued and sold 500,000 depositary shares in a public offering under an effective shelf registration. Each Depositary Share represents a 1/100th interest in a share of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, which has a liquidation preference of $100,000 per share, equivalent to $1,000 per Depositary Share.

The Series L Preferred Stock was created through Articles of Amendment filed on August 6, 2026. The offering was made under an underwriting agreement dated August 5, 2026 with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the underwriters. State Street expects to receive net proceeds of approximately $495.7 million. In connection with the issuance, it entered into a Deposit Agreement with Equiniti Trust Company, LLC as depositary, and filed related contracts and a legal opinion as exhibits.

Positive

  • None.

Negative

  • None.
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 Issued 500,000 depositary shares Public offering of Series L Depositary Shares completed on August 12, 2026
Ownership per Depositary Share 1/100th interest Each Depositary Share represents a 1/100th ownership interest in a share of Series L Preferred Stock
Liquidation Preference per Preferred Share $100,000 per share Liquidation preference of the Series L Preferred Stock
Liquidation Preference per Depositary Share $1,000 per Depositary Share Equivalent liquidation preference based on 1/100th interest per Depositary Share
Expected Net Proceeds $495.7 million Net proceeds from the offering after underwriting discount and estimated expenses
Articles of Amendment Filing Date August 6, 2026 Date Articles of Amendment creating Series L Preferred Stock were filed
Underwriting Agreement Date August 5, 2026 Date of underwriting agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC
Deposit Agreement Date August 12, 2026 Date of Deposit Agreement with Equiniti Trust Company, LLC
Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock financial
"State Street’s Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L"
Depositary Shares financial
"issued and sold 500,000 depositary shares (the “Depositary Shares”)"
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.
Articles of Amendment regulatory
"The Series L Preferred Stock was created pursuant to the filing of Articles of Amendment"
Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.
Underwriting Agreement financial
"The sale of the Depositary Shares was made pursuant to the terms of an underwriting agreement"
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.
Deposit Agreement financial
"State Street entered into a deposit agreement dated August 12, 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.
liquidation preference financial
"with a liquidation preference of $100,000 per share (equivalent to $1,000 per Depositary 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.

FAQ

What securities did State Street (STT) issue on August 12, 2026?

State Street issued 500,000 depositary shares, each representing a 1/100th interest in a share of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, in a public offering under an existing shelf registration.

How much capital did State Street (STT) raise from the Series L depositary shares offering?

State Street expects to receive approximately $495.7 million in net proceeds from selling 500,000 Series L Depositary Shares, after deducting the underwriting discount and estimated offering expenses associated with the public offering.

What is the liquidation preference of State Street’s Series L preferred stock (STT)?

The Series L preferred stock carries a liquidation preference of $100,000 per share, which is equivalent to $1,000 per Depositary Share, since each Depositary Share represents a 1/100th ownership interest in a preferred share.

Who underwrote State Street’s (STT) Series L depositary share offering?

The offering was underwritten under an agreement dated August 5, 2026 with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, acting as representatives of the several underwriters named in the underwriting agreement.

What key agreements are tied to State Street’s (STT) Series L depositary shares?

Key agreements include the Underwriting Agreement, the Articles of Amendment creating Series L preferred, the Deposit Agreement with Equiniti Trust Company, LLC as depositary, and a legal opinion from Wilmer Cutler Pickering Hale and Dorr LLP.

Which entity acts as depositary for State Street’s (STT) Series L depositary shares?

Equiniti Trust Company, LLC serves as the depositary under a Deposit Agreement dated August 12, 2026, holding the Series L preferred stock and issuing depositary receipts representing the Depositary Shares to investors.

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STATE STREET CORP Depositary Shares, each representing a 1/4,000th ownership interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock false 0000093751 0000093751 2026-08-12 2026-08-12 0000093751 us-gaap:CommonStockMember 2026-08-12 2026-08-12 0000093751 stt:SeriesGPreferredStockDepositoryShareMember 2026-08-12 2026-08-12
 
 

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): August 12, 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 August 12, 2026, State Street Corporation (“State Street”) issued and sold 500,000 depositary shares (the “Depositary Shares”) each representing a 1/100th ownership interest in a share of State Street’s Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, without par value per share (the “Series L Preferred Stock”), with a liquidation preference of $100,000 per share (equivalent to $1,000 per Depositary Share) 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 Series L Preferred Stock was created pursuant to the filing on August 6, 2026 of Articles of Amendment (the “Articles of Amendment”) with the Secretary of the Commonwealth of the Commonwealth of Massachusetts. The sale of the Depositary Shares was made pursuant to the terms of an underwriting agreement dated August 5, 2026 (the “Underwriting Agreement”), entered into among State Street and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein. State Street expects to receive net proceeds from the offering of the Depositary Shares of approximately $495.7 million, after deducting the underwriting discount and estimated offering expenses.

In connection with the issuance of the Depositary Shares, State Street entered into a deposit agreement dated August 12, 2026 (the “Deposit Agreement”), with Equiniti Trust Company, LLC (as depositary) and the holders from time to time of depositary receipts evidencing the Depositary Shares.

The Deposit Agreement has been filed as Exhibit 4.3 hereto. The Underwriting Agreement, Articles of Amendment and form of certificate evidencing the Series L Preferred Stock have been included as Exhibits 1.1, 4.1 and 4.2, respectively, to State Street’s Current Report on Form 8-K, filed with the SEC on August 7, 2026. The above descriptions of the Deposit Agreement, the Articles of Amendment, the form of certificate of the Series L Preferred Stock and the Underwriting Agreement are qualified in their entirety by reference to such exhibits, which are incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated August 12, 2026, regarding the legality of the Depositary Shares 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 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

1.1    Underwriting Agreement, dated August 5, 2026, by and among State Street Corporation and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (filed as Exhibit 1.1 to State Street’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2026 and incorporated by reference herein).
4.1    Articles of Amendment of State Street Corporation with respect to the Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, filed on August 6, 2026 (filed as Exhibit 4.1 to State Street’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2026 and incorporated by reference herein).
4.2    Form of certificate representing the Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L (filed as Exhibit 4.2 to State Street’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2026 and incorporated by reference herein).
4.3    Deposit Agreement, dated August 12, 2026, by and among State Street Corporation, Equiniti Trust Company, LLC (as depositary), and the holders from time to time of the depositary receipts.
5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated August 12, 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/ C. Jack Read

Name:   C. Jack Read
Title:   Executive Vice President, Global Controller and Chief Accounting Officer

Date: August 12, 2026

Filing Exhibits & Attachments

6 documents