Form 8-K · Current report
BNY Mellon 8-K, filed Jul 23, 2026
- Filed
- CIK
- 0001390777
- Accession no.
- 0001193125-26-314242
Summary
The Bank of New York Mellon Corporation issued 500,000 depositary shares, each representing a 1/100th interest in a share of its Series N Noncumulative Perpetual Preferred Stock (liquidation preference $100,000 per share), on July 23, 2026. Under the terms of the Series N Preferred Stock, the company's ability to declare or pay dividends on, or repurchase, its common stock or any junior shares is restricted if it does not declare and pay (or set aside) dividends on the Series N Preferred Stock for the preceding dividend period.
Key points
- BNY Mellon entered an underwriting agreement on July 16, 2026 with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and BNY Mellon Capital Markets, LLC as underwriters for the public offering of the depositary shares.
- BNY Mellon filed a Certificate of Designations with the Secretary of State of Delaware on July 22, 2026, effective upon filing, establishing the preferences, limitations and relative rights of the Series N Preferred Stock.
- The depositary shares were issued under a Deposit Agreement dated July 23, 2026 among BNY Mellon, Computershare Inc. and Computershare Trust Company, N.A. as joint depositary, and holders of the depositary receipts.
- Sullivan & Cromwell LLP provided an opinion relating to the legality of the issuance and sale of the depositary shares.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 3.03Material Modification to Rights of Security Holders
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 3.03. Material Modification to Rights of Security Holders. Upon issuance of the Series N Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series N Preferred Stock”) by The Bank of New York Mellon Corporation (the “Registrant”) on July 23, 2026, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to the Series N Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Series N Preferred Stock for the last…
An excerpt of the text as filed with the SEC, cut for length.
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