Bank of New York Mellon Corp. reported a preferred-stock financing tied to a public offering of depositary shares and the formal creation of a new preferred-stock series. On July 22, 2026, the company filed a Certificate of Designations with the Delaware Secretary of State establishing the rights, preferences and limitations of its Series N Noncumulative Perpetual Preferred Stock. The certificate became effective upon filing. The Series N Preferred Stock carries a liquidation preference of $100,000 per share and a par value of $0.01 per share. The following day, July 23, 2026, BNY Mellon issued 500,000 depositary shares, each representing a 1/100th interest in one share of the Series N Preferred Stock. Based on the stated liquidation preference of the underlying preferred stock, each depositary share corresponds to $1,000 of liquidation preference, and the offering represents interests in 5,000 shares of Series N Preferred Stock, or $500 million in aggregate liquidation preference. The company had entered into the underwriting agreement for the offering on July 16, 2026, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets LLC, UBS Securities LLC and BNY Mellon Capital Markets LLC serving as underwriters. The agreement includes customary representations, warranties, closing conditions, indemnification provisions and termination rights. The filing also reports a material modification to the rights of existing security holders. Once the Series N Preferred Stock was issued, BNY Mellon’s ability to declare or pay dividends on its common stock, or to purchase, redeem or otherwise acquire common stock or other securities ranking junior to the Series N Preferred Stock, became subject to restrictions if the company fails to declare and pay—or set aside—dividends on the Series N Preferred Stock for the preceding dividend period. Because the preferred stock is noncumulative, missed dividends generally do not accumulate, but the related restrictions can still limit capital returns to common shareholders while preferred dividends are unpaid. BNY Mellon also entered into a Deposit Agreement dated July 23, 2026, with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders of the depositary receipts. The agreement governs the depositary shares and the depositary receipts representing them. The filing includes the forms of the Series N Preferred Stock certificate and the depositary receipt, as well as a legal opinion from Sullivan & Cromwell LLP regarding the legality of the issuance and sale of the depositary shares. The Form 8-K primarily serves to document the completion framework for the preferred-stock offering, the creation of the Series N Preferred Stock, and the resulting priority and dividend-related rights that may affect holders of BNY Mellon common stock and other junior securities.