01—Abstract
Summary
Summary of the 8-K filed July 23, 2026. Cited figures are marked; the original filing is the authoritative source.
Bank of New York Mellon Corporation (BK) has filed an 8-K report detailing significant actions related to its capital structure, specifically the issuance of Series N Noncumulative Perpetual Preferred Stock.
This issuance, represented by Depositary Shares, introduces new terms that may impact the company's ability to pay dividends on or repurchase its common stock, should dividends on the Series N Preferred Stock not be declared and paid. Investors should note that these restrictions are contingent on the dividend payment status of the preferred stock, which carries a liquidation preference of $100,000a per share.
The company has also entered into an Underwriting Agreement for the public offering of these Depositary Shares, each representing a 1/100th interest in a share of the Series N Preferred Stock. This filing provides comprehensive details regarding the terms of the Series N Preferred Stock, its preferences, limitations, and relative rights, as well as the agreements governing its offering and depositary structure, offering transparency into the newly established capital instrument.
02—Key points
Key Highlights
- BK has issued Series N Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share.
- The issuance of Series N Preferred Stock introduces restrictions on BK's ability to declare or pay dividends on, or repurchase, its common stock if preferred dividends are not paid.
- The company has publicly offered 500,000 Depositary Shares, each representing a 1/100th interest in a share of the Series N Preferred Stock.
- An Underwriting Agreement was executed with a syndicate of underwriters, including major financial institutions, for the public offering.
- The Certificate of Designations, establishing the terms of the Series N Preferred Stock, was filed with the Secretary of State of Delaware and is effective.
- A Deposit Agreement is in place with Computershare Inc. and Computershare Trust Company, N.A., acting as depositary for the Depositary Shares.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing for BK?
This 8-K filing announces the issuance of Series N Noncumulative Perpetual Preferred Stock and the public offering of Depositary Shares representing interests in this preferred stock. It also details the associated terms, restrictions, and agreements, providing transparency to investors about changes in BK's capital structure.
How does the Series N Preferred Stock impact BK's common stock?
The Series N Preferred Stock introduces a restriction: if BK fails to declare and pay (or set aside) dividends on the Series N Preferred Stock for a preceding dividend period, its ability to declare or pay dividends on, or repurchase, its common stock or any junior-ranking stock will be subject to limitations. This means common stockholders' rights could be curtailed under specific circumstances related to preferred dividend payments.
What are Depositary Shares, and how do they relate to the Series N Preferred Stock?
Depositary Shares are securities that represent a fractional interest in a share of preferred stock. In this case, each Depositary Share represents a 1/100th interest in one share of BK's Series N Noncumulative Perpetual Preferred Stock. They are the instruments offered to the public in this offering.
Where can I find the detailed terms and conditions of the Series N Preferred Stock?
The detailed terms, preferences, limitations, and relative rights of the Series N Preferred Stock are outlined in the Certificate of Designations, which was filed with the Secretary of State of Delaware and is attached as Exhibit 3.1 to this Form 8-K. This document is incorporated by reference into the filing.
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