The Bank of New York Mellon Corporation filed a current report on Form 8-K on October 28, 2026, disclosing the public offering and issuance of 1,250,000 depositary shares representing interests in its newly established Series O Noncumulative Perpetual Preferred Stock.

Key Highlights

  • New preferred series: The Bank of New York Mellon Corporation established Series O Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share and par value of $0.01 per share.
  • Depositary shares offered: 1,250,000 depositary shares were issued, each representing a 1/100th interest in one share of the Series O Preferred Stock.
  • Underwriting agreement date: The underwriting agreement was entered into on October 19, 2026, with Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and BNY Mellon Capital Markets, LLC.
  • Certificate of Designations: Filed with the Secretary of State of Delaware on October 27, 2026, and effective upon filing that same date.
  • Deposit Agreement: The depositary shares were issued under a Deposit Agreement dated October 28, 2026, with Computershare Inc. and Computershare Trust Company, N.A. acting jointly as depositary.
  • Dividend restriction trigger: If the company does not declare and pay (or set aside) dividends on the Series O Preferred Stock for the last preceding dividend period, certain restrictions on dividends and repurchases of common stock and junior-ranking shares apply.

Bank of New York Mellon's Series O Preferred Stock Issuance and Related Restrictions

According to the filing, The Bank of New York Mellon Corporation (NYSE:BNY) completed the public offering of depositary shares tied to its newly created Series O Noncumulative Perpetual Preferred Stock on October 28, 2026. The company disclosed that 1,250,000 depositary shares were issued, each representing a 1/100th interest in a share of the Series O Preferred Stock, which carries a liquidation preference of $100,000 per share and a par value of $0.01 per share.

The filing reports that the Certificate of Designations establishing the preferences, limitations, and relative rights of the Series O Preferred Stock was filed with the Delaware Secretary of State on October 27, 2026, and became effective upon filing. Under Item 3.03, the company disclosed that upon issuance of the Series O Preferred Stock, "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 preceding dividend period."

The underwriting agreement, dated October 19, 2026, was entered into with six underwriters: Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and BNY Mellon Capital Markets, LLC. The filing further notes that the depositary shares were issued under a Deposit Agreement dated October 28, 2026, with Computershare Inc. and Computershare Trust Company, N.A. serving jointly as depositary. Sullivan & Cromwell LLP provided a legal opinion regarding the legality of the issuance and sale of the depositary shares.

What Was Disclosed

The Bank of New York Mellon Corporation reported the issuance of 1,250,000 depositary shares representing interests in newly established Series O Noncumulative Perpetual Preferred Stock, the filing of a Certificate of Designations in Delaware, and dividend-related restrictions on common stock and junior shares tied to the new preferred series.