BNY

SEC Filing Summary: Form 8-K

Business Context and Reporting Period

Company: The Bank of New York Mellon Corporation (BNY Mellon)
Filing Date: September 9, 2025
Event Date: September 9, 2025 (Certificate of Designations); September 10, 2025 (Issuance)
Reporting Period: Current Report (Event-based)

This filing reports the establishment and issuance of a new class of preferred stock, the Series L Noncumulative Perpetual Preferred Stock, and the associated public offering of depositary shares.

Key Financial Metrics and Capital Structure

Offering Details:

• Instrument: Series L Noncumulative Perpetual Preferred Stock.
• Liquidation Preference: $100,000 per share.
• Par Value: $0.01 per share.
• Offering Size: 500,000 Depositary Shares.
• Depositary Structure: Each Depositary Share represents a 1/100th interest in a share of Series L Preferred Stock.

Financial Metrics: The filing text does not provide specific values for revenue, profit, cash flow, margins, or total debt. The document focuses exclusively on the capital structure modification and the terms of the new preferred stock issuance.

Material Changes

Amendments to Articles of Incorporation:

• Filed a Certificate of Designations with the Delaware Secretary of State on September 9, 2025, to establish the rights of the Series L Preferred Stock.
• Effective immediately upon filing.

Restrictions on Common Stock:

• Upon issuance of the Series L Preferred Stock, the company's ability to declare or pay dividends on, or purchase/redeem, its common stock (or any junior securities) is restricted.
• These restrictions apply if the company fails to declare and pay (or set aside) dividends on the Series L Preferred Stock for the last preceding dividend period.

Guidance, Outlook, and Other Events

Underwriting Agreement:

• Entered into an underwriting agreement on September 3, 2025.
• Underwriters: Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and BNY Mellon Capital Markets, LLC.

Legal and Regulatory:

• The filing incorporates the Underwriting Agreement, Certificate of Designations, and Deposit Agreement by reference.
• Legal opinion provided by Sullivan & Cromwell LLP regarding the legality of the issuance.
• The filing serves to update the company's Registration Statement on Form S-3 (File No. 333-282710).

Outlook/Guidance: The filing text does not provide management commentary, financial guidance, or risk factors beyond the standard terms of the preferred stock issuance.

Investor Verification Checklist

• Dividend Terms: Verify the specific dividend rate and payment frequency for the Series L Preferred Stock in the attached Certificate of Designations (Exhibit 3.1).
• Offering Price: Confirm the public offering price per Depositary Share in the Underwriting Agreement (Exhibit 1.1).
• Use of Proceeds: Review the Registration Statement (Form S-3) to determine how the proceeds from this offering will be utilized.
• Dividend Restrictions: Assess the impact of the new preferred stock on the company's ability to pay future common stock dividends if preferred dividends are missed.
• Redemption Rights: Verify if the Series L Preferred Stock is redeemable and under what conditions.