01—Abstract
Summary
Summary of the 8-K filed September 10, 2025. Cited figures are marked; the original filing is the authoritative source.
The Bank of New York Mellon Corporation (BK) has filed an 8-K report detailing the issuance of its Series L Noncumulative Perpetual Preferred Stock.
This issuance, effective September 10, 2025, introduces new dividend restrictions that could impact the company's ability to pay dividends on or repurchase its common stock if preferred dividends are not paid. This filing is crucial for investors as it establishes a new class of preferred equity with specific rights and limitations. The report also outlines the public offering of depositary shares, each representing a fraction of the Series L Preferred Stock, through an underwriting agreement with several prominent financial institutions.
The terms of this preferred stock, including its liquidation preference and dividend rights, are detailed in the Certificate of Designations filed with Delaware. Investors should pay close attention to the potential impact on future common stock dividends and the overall capital structure of BNY Mellon.
02—Key points
Key Highlights
- BNY Mellon has issued Series L Noncumulative Perpetual Preferred Stock, effective September 10, 2025.
- Dividends on common stock or junior securities may be restricted if dividends on Series L Preferred Stock are not declared or paid for a preceding period.
- The company is conducting a public offering of 500,000 depositary shares, each representing a 1/100th interest in a share of Series L Preferred Stock.
- An underwriting agreement has been executed with a syndicate of major financial institutions for the offering.
- The Certificate of Designations for the Series L Preferred Stock has been filed with the Secretary of State of Delaware, outlining its preferences and rights.
- A Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. governs the depositary shares and related receipts.
- The filing incorporates by reference various exhibits, including the Underwriting Agreement, Certificate of Designations, Deposit Agreement, legal opinions, and forms of stock certificates and depositary receipts.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing for BNY Mellon?
The main purpose is to report the establishment and issuance of the Series L Noncumulative Perpetual Preferred Stock and the related public offering of depositary shares. It details the terms, rights, and restrictions associated with this new class of equity.
How does the Series L Preferred Stock affect BNY Mellon's common stock?
The Series L Preferred Stock introduces restrictions. If BNY Mellon fails to declare and pay (or set aside) dividends on the Series L Preferred Stock for a preceding dividend period, its ability to declare or pay dividends on, or repurchase, its common stock (or any junior ranking securities) will be subject to limitations.
What are 'Depositary Shares' and what do they represent?
The Depositary Shares are fractional interests in the Series L Preferred Stock. Specifically, each depositary share represents a 1/100th interest in a share of the Series L Preferred Stock. These are being offered to the public.
Where can I find detailed information about the terms of the Series L Preferred Stock?
Detailed information about the Series L Preferred Stock's terms, preferences, limitations, and relative rights can be found in the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference.
04—Continue