纽约梅隆银行美股招股说明书(2025-03-05版)

Each representing a 1/100thInterest in a Share ofSeries J Noncumulative Perpetual Preferred Stock Each of the 500,000 depositary shares offered hereby (the “depositary shares”) represents a 1/100th ownership interest in a share of Series JNoncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per share (the “Series J Preferred Stock”), of The Bank ofNew York Mellon Corporation. The depositary shares are evidenced by depositary receipts. Each holder of a depositary share will be entitled toall proportional rights and preferences of the Series J Preferred Stock (including dividend, voting, redemption and liquidation rights). You mustexercise such rights through the depositary. We will pay dividends on the Series J Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committee ofthe board) and to the extent that we have legally available funds to pay dividends. Dividends will accrue on the liquidation amount of $100,000per share of the Series J Preferred Stock (equivalent to $1,000 per depositary share) at a rateper annumequal to (i) 6.300% from the originalissue date of the Series J Preferred Stock to, but excluding, March 20, 2030, and (ii) the five-year treasury rate as of the most recent resetdividend determination date (as defined elsewhere in this prospectus supplement)plus2.297% for each reset period from, and including,March 20, 2030. Dividends will be payable in arrears on March 20 and September 20 of each year, commencing on September 20, 2025. Paymentof dividends on the Series J Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectussupplement. We may, at our option, redeem the shares of Series J Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date (asdefined elsewhere in this prospectus supplement) on or after the dividend payment date on March 20, 2030 or (ii) in whole but not in part at anytime within 90 days following a Regulatory Capital Treatment Event (as defined elsewhere in this prospectus supplement), in each case, at a cashredemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without regard toany undeclared dividends, to but excluding the redemption date. If we redeem the Series J Preferred Stock, the depositary will redeem aproportionate number of depositary shares. The Series J Preferred Stock will not have any voting rights except as described elsewhere in thisprospectus supplement. Neither the depositary shares nor shares of the Series J Preferred Stock will be listed on any securities exchange or automated quotation system.The Series J Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal Deposit Insurance Corporation(the “FDIC”) or any other governmental agency, and they are not obligations of, or guaranteed by, any bank. Investing in the depositary shares and the underlying Series J Preferred Stock involves risks. See “RiskFactors” beginning on page S-6 to read about factors you should consider before investing in the depositaryshares. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representationto the contrary is a criminal offense. The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company for theaccounts of its participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, against payment in New York, New York on orabout March 10, 2025. Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus supplement and the accompanying prospectus in connectionwith offers and sales of our depositary shares in the secondary market. These affiliates may act as principal or agent in those transactions.Secondary market sales will be made at prices related to market prices at the time of sale. Joint Book-Running ManagersDeutsche BankSecuritiesGoldman Sachs &Co. LLCMorgan StanleyRBC CapitalMarketsUBS InvestmentBankBNY CapitalMarketsProspectus Supplement dated March 3, 2025TABLE OF CONTENTSPageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUSS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-iiiFORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1RISK FACTORSS-6USE OF PROCEEDSS-14DESCRIPTION OF THE SERIES J PREFERRED STOCKS-15DESCRIPTION OF THE DEPOSITARY SHARESS-25LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCES-27MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-30CERTAIN ERISA CONSIDERATIONSS-35UNDERWRITING (CONFLICTS OF INTEREST)S-37VALIDITY OF THE SECURITIESS-45EXPERTSS-45 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MO