The Bank of New York Mellon Corporation said it filed a Certificate of Designations with the Secretary of State of the State of Delaware on September 9, 2025 to establish the preferences, limitations and relative rights of the Series L Preferred Stock, and the Certificate of Designations became effective upon filing.

1. 01

   The Bank of New York Mellon Corporation said it filed a Certificate of Designations with the Secretary of State of the State of Delaware on September 9, 2025 to establish the preferences, limitations and relative rights of the Series L Preferred Stock, and the Certificate of Designations became effective upon filing.

2. 02

   The company said that upon issuance of the Series L Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share, on September 10, 2025, the ability of the company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares that rank junior to the Series L Preferred Stock will be subject to certain restrictions in the event that the company does not declare and pay (or set aside) dividends on the Series L Preferred Stock for the last preceding dividend period.

3. 03

   The company said it entered into an underwriting agreement on September 3, 2025 with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and BNY Mellon Capital Markets, LLC relating to the public offering of 500,000 depositary shares, each representing a 1/100 interest in a share of the Series L Preferred Stock.

4. 04

   The company said the Depositary Shares were issued pursuant to a Deposit Agreement, dated as of September 10, 2025, by and among the company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary. It attached the opinion of Sullivan & Cromwell LLP, counsel for the company, relating to the legality of the issuance and sale of the Depositary Shares as Exhibit 5.1.

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Original filing

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