The Bank of New York Mellon Corporation Issues Series O Preferred Stock and 1.25M Depositary Shares

Executive Summary

On October 28, 2026, The Bank of New York Mellon Corporation filed a Current Report on Form 8-K disclosing actions taken in connection with the public offering and issuance of its Series O Noncumulative Perpetual Preferred Stock and related Depositary Shares.

Key Filing Items

Item 3.03 – Material Modification to Rights of Security Holders

• The Registrant issued Series O Noncumulative Perpetual Preferred Stock ($100,000 liquidation preference per share, par value $0.01 per share) on October 28, 2026.
• If the Company does not declare and pay (or set aside) dividends on the Series O Preferred Stock for the most recently completed dividend period, restrictions will apply to its ability to declare or pay dividends on, or redeem/repurchase, shares of its common stock or junior ranking securities.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws

• On October 27, 2026, BNY Mellon filed a Certificate of Designations with the Delaware Secretary of State establishing the preferences, limitations, and relative rights of the Series O Preferred Stock. The Certificate became effective immediately upon filing.

Item 8.01 – Other Events (Public Offering Details)

• Offering Structure: 1,250,000 Depositary Shares, each representing a 1/100th interest in a share of Series O Preferred Stock (representing 12,500 whole preferred shares).
• Underwriting Agreement: Dated October 19, 2026, with an underwriter syndicate 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.
• Purchase Price: $990.00 per Depositary Share, yielding approximately $1.2375 billion in gross proceeds to the Company before expenses.
• Depositary: Computershare Inc. and Computershare Trust Company, N.A., acting jointly under the Deposit Agreement dated October 28, 2026.

Capital Structure & Market Impact

This offering represents standard regulatory capital and liquidity management for a global systemically important bank (G-SIB). The noncumulative perpetual preferred stock qualifies as Tier 1 capital. The trading impact on common equity is generally low and consistent with routine institutional capital issuances.