The Bank of New York Mellon Corporation has filed a Current Report on Form 8-K to announce a public offering of Series O Noncumulative Perpetual Preferred Stock.
The company entered into an underwriting agreement on October 19, 2026, with a syndicate of investment banks including Barclays Capital Inc., BofA Securities Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and BNY Mellon Capital Markets, LLC.
Under the terms of the agreement, the underwriters have agreed to purchase 1,250,000 depositary shares. Each depositary share represents a 1/100th interest in a share of the Series O Preferred Stock.
The offering is being conducted pursuant to a registration statement on Form S-3 (File No. 333-282710). The Registrant has also filed a Certificate of Designations with the Secretary of State of Delaware to establish the preferences, limitations, and relative rights of the Series O Preferred Stock. This designation became effective on October 27, 2026.
The Series O Preferred Stock has a liquidation preference of $100,000 per share and a par value of $0.01 per share. The Registrant has stated that the ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire, shares of its common stock or any shares ranking junior to the Series O Preferred Stock will be subject to certain restrictions if dividends on the Series O Preferred Stock are not declared and paid for the last preceding dividend period.
Legal counsel for the Registrant, Sullivan & Cromwell LLP, provided an opinion regarding the legality of the issuance and sale of the Depositary Shares. The Deposit Agreement, dated October 28, 2026, establishes the relationship between the Registrant and Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.
