Bank of New York Mellon Issues Series N Perpetual Preferred Stock

What Happened
The Bank of New York Mellon Corporation announced on July 23, 2026 the issuance of Series N Noncumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share. The company issued 500,000 depositary shares, each representing a 1/100th interest in a share of Series N, under an underwriting agreement dated July 16, 2026 with Goldman Sachs, J.P. Morgan, Morgan Stanley, RBC Capital Markets, UBS Securities and BNY Mellon Capital Markets. The Certificate of Designations was filed July 22, 2026, and a Deposit Agreement with Computershare (as depositary) was dated July 23, 2026. Sullivan & Cromwell LLP provided a legal opinion on the issuance.

Key Details

• Liquidation preference: $100,000 per Series N preferred share; each depositary share represents 1/100th of a share (implying $1,000 liquidation preference per depositary share).
• Size: 500,000 depositary shares issued → equivalent to 5,000 Series N shares → implied aggregate amount of $500 million.
• Dividend and common-share restrictions: if the registrant does not declare and pay (or set aside) dividends on Series N for the last preceding dividend period, the company’s ability to declare/pay dividends on, or repurchase/redeem/acquire, common stock (and other junior stock) is subject to restrictions per the Certificate of Designations.
• Documents filed: Underwriting Agreement (Exhibit 1.1), Certificate of Designations (Exhibit 3.1/4.1), Deposit Agreement and forms of certificates (Exhibit 4.2/4.3/4.4), and counsel opinion and consent of Sullivan & Cromwell (Exhibit 5.1/23.1).

Why It Matters
This issuance raises capital (approximately $500 million implied) via preferred securities that rank above common equity in the capital structure and carry restrictions that can limit dividends, buybacks or other capital returns on common stock if Series N dividends are not paid. The preferred is noncumulative, so missed dividends do not accrue. For income‑seeking investors, the depositary shares offer a way to hold fractional interests of high-preference preferred stock; for common shareholders, the issuance could affect future dividend capacity and share-repurchase flexibility.