8-KShareholder MattersCorporate ChangesOther Events+1

Bank of New York Mellon Corp 8-K Report, Rights Modification (Mar 5, 2026)

Filed March 5, 2026For Securities:BKBK-PKBNYBNY-PK

Summary

The Bank of New York Mellon Corporation (BK) has filed an 8-K report detailing the issuance of Series M Noncumulative Perpetual Preferred Stock and associated depositary shares. This issuance introduces new preferences and limitations for existing shareholders. Specifically, the company's ability to declare or pay dividends on, or purchase, redeem, or acquire shares of its common stock or any junior securities will be restricted if dividends on the Series M Preferred Stock are not declared and paid for a preceding dividend period. This filing establishes the legal framework for this new class of preferred stock and its public offering. The report indicates that the Certificate of Designations for the Series M Preferred Stock was filed and became effective on March 4, 2026. Subsequently, on March 5, 2026, BK issued 500,000 depositary shares, each representing a 1/100th interest in a share of the Series M Preferred Stock. This offering was conducted under an Underwriting Agreement with several major financial institutions. Investors should note that the terms of the Series M Preferred Stock, including these dividend restrictions and the liquidation preference, are now a key feature of BK's capital structure and could impact future capital allocation decisions.

Key Highlights

  • 1BK has issued Series M Noncumulative Perpetual Preferred Stock, establishing a new class of equity with specific rights and preferences.
  • 2The issuance of Series M Preferred Stock introduces restrictions on BK's ability to pay dividends or repurchase common stock if preferred dividends are missed.
  • 3The company has publicly offered 500,000 depositary shares, each representing a 1/100th interest in a share of the Series M Preferred Stock.
  • 4The Certificate of Designations for the Series M Preferred Stock was officially filed and became effective on March 4, 2026.
  • 5A formal Underwriting Agreement was entered into with multiple underwriters for the public offering of the depositary shares.
  • 6The Series M Preferred Stock has a liquidation preference of $100,000 per share.
  • 7These events are now part of BK's capital structure and may affect future financial flexibility and shareholder returns.

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