Form 8-K · Current report
BNY Mellon 8-K, filed Oct 28, 2026
- Filed
- CIK
- 0001390777
- Accession no.
- 0001193125-26-436302
Summary
BNY Mellon issued 1,250,000 depositary shares, each representing a 1/100th interest in a share of its Series O Noncumulative Perpetual Preferred Stock, following an underwriting agreement entered on October 19, 2026 with Barclays Capital, BofA Securities, Deutsche Bank Securities, Goldman Sachs, Morgan Stanley and BNY Mellon Capital Markets as underwriters. The issuance subjects BNY Mellon's ability to pay dividends on or repurchase common stock and junior securities to restrictions if dividends on the Series O Preferred Stock are not declared and paid for the preceding dividend period.
Key points
- The offering comprised 1,250,000 depositary shares, each representing a 1/100th interest in a share of Series O Preferred Stock with a liquidation preference of $100,000 per share.
- BNY Mellon filed a Certificate of Designations with the Delaware Secretary of State on October 27, 2026, effective on filing.
- Dividend and repurchase restrictions on common stock and junior securities apply if BNY Mellon fails to declare and pay (or set aside) dividends on the Series O Preferred Stock for the preceding dividend period.
- Computershare Inc. and Computershare Trust Company, N.A. act jointly as depositary under the deposit agreement.
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 O Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series O Preferred Stock”) by The Bank of New York Mellon Corporation (the “Registrant”) on October 28, 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 O 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 O Preferred Stock for the last…
An excerpt of the text as filed with the SEC, cut for length.
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