Terms

Series

Series K Noncumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.15%

Rate Type

Fixed To Floating

Annual Dividend

$1.54

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

March 20, 2030

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness And Other Non-Equity Claims, All Liabilities Of Subsidiaries, Future Expressly Senior Preferred Stock (If Issued With Requisite Consent); Pari Passu With: Series A Noncumulative Preferred Stock, Series F Noncumulative Perpetual Preferred Stock, Series G Noncumulative Perpetual Preferred Stock, Series H Noncumulative Perpetual Preferred Stock, Series I Noncumulative Perpetual Preferred Stock, Series J Noncumulative Perpetual Preferred Stock, Other Dividend Parity Stock; Senior To: Common Stock, All Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.00025

Shares Offered

20,000,000

Prospectus Summary

The Bank of New York Mellon Corporation (NYSE: BK) is offering 20,000,000 depositary shares, each representing a 1/4,000th interest in a share of its Series K Noncumulative Perpetual Preferred Stock, with a liquidation preference of $25 per depositary share. The stock pays at a fixed rate of 6.150% per annum through March 20, 2030, then resets every five years at the prevailing 5-year Treasury rate plus 216.1 basis points — a fixed-to-floating structure. This is a non-cumulative security: if the board does not declare a dividend for any quarterly period, that dividend is permanently forfeited and investors have no claim to recover it. Series K sits senior to BNY's common stock and on parity with its existing preferred series (Series A, F, G, H, I, and J). It is structurally subordinated to all debt obligations of the holding company and effectively junior to all liabilities of its bank subsidiaries (The Bank of New York Mellon and BNY Mellon, N.A.), since BNY is a non-operating holding company dependent on upstream dividends. As of year-end 2024, consolidated long-term debt was approximately $30.9 billion. A regulatory capital call provision allows BNY to redeem the entire Series K (not partially) within 90 days if a Regulatory Capital Treatment Event occurs — meaning regulators determine the stock no longer qualifies as Additional Tier 1 capital due to rule changes — at $25 per depositary share plus declared and unpaid dividends. At the $25 public offering price, the initial yield is 6.150%, equivalent to approximately $0.384 per depositary share per quarter, payable on March 20, June 20, September 20, and December 20, commencing June 20, 2025. Dividends qualify for the preferential 15%/20% qualified dividend income (QDI) rate for non-corporate U.S. holders meeting holding period requirements, and for the 50% dividends-received deduction (DRD) for eligible corporate holders. Dividend payments can be interrupted if BNY's board declines to declare them (with no catch-up obligation), if parity preferred is not paid in full (resulting in ratable sharing), or if regulatory capital buffer shortfalls impose distribution restrictions under Federal Reserve rules.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If BNY fails to declare dividends on the Series K Preferred Stock, it cannot pay dividends on common stock or other junior securities; if any parity preferred is not paid in full, Series K and parity preferred share dividends ratably; any future senior preferred must be paid in full before Series K receives any dividend.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 43 (Average)