纽约梅隆银行美股招股说明书(2025-06-04版)

Net Proceeds (Before Expenses) to Issuer: $748,875,000 Floating Rate Period: June 9, 2027 to but excluding June 9, 2028 Day Count Convention with Respect to the Fixed Rate Period: 30/360 Interest Payment Dates with Respect to the Floating Rate Period: Quarterly on the 9th day of March, June, September and December of each year,commencing on September 9, 2027 Interest Rate with Respect to the Floating Rate Period: Compounded SOFR (as defined in the Prospectus Supplement), as determined in accordance with the provisions set forth in the Prospectus, Prospectus Supplement and this Pricing Supplement, plus the Spread. In no event will the Interest Rate for anyFloating Rate Period Interest Period be less than the Minimum Interest Rate. Floating Rate Period Interest Period: (i)the period from and including any Interest Payment Date (or with respect to the initial Floating Rate InterestPeriod during the Floating Rate Period only, from and including June 9, 2027) to, but excluding, the next succeeding Interest Payment Date; (ii)in the case of the last such period, the period from and including the Interest Payment Date immediately preceding the Maturity Date to, but excluding, theMaturity Date; or (iii)in the event of any redemption of the Notes, from and including the Interest Payment Date immediately preceding the applicable Base Rate or Benchmark during the Floating Rate Period: Compounded SOFR Floating Rate Period Spread: +68 basis points Minimum Interest Rate: 0%Day Count Convention with Respect to the Floating Rate Period: Actual/360 applicable), such Interest Payment Date will be postponed to the following Business Day, except that, if the next Business Day would fall in the nextcalendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date or a redemption date, if applicable, falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no additionalinterest will accrue from and after the Maturity Date or redemption date, as applicable. Redemption Provisions: As described below Authorized Denominations: $2,000 and integral multiple of $1,000 in excess thereof obligations of, or guaranteed by, a bank.☒Book Entry☐Certificated Optional Redemption and Optional Repayment: The Notes will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, on or after December 10, 2025 (or, ifany additional Notes are issued after June 10, 2025, beginning six months after the last issue date for such additional Notes) and to, but excluding, June See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the prospectus supplement.Plan of Distribution:The Notes described herein are being purchased, severally and not jointly, by the agents named in the below table (the “Agents”), (Conflicts of Interest).”AggregatePrincipalAmount HSBC Securities (USA) Inc.Morgan Stanley & Co. LLC Multi-Bank Securities, Inc.BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc.$Intesa Sanpaolo IMI Securities Corp.$Scotia Capital (USA) Inc.$Cabrera Capital Markets LLC$ Security Capital Brokerage, Inc.$Tigress Financial Partners LLC$$750,000,000The Agents expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, Original Issue Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.The prospectus, prospectus supplement and this pricing supplement may be used by the Company, BNY Mellon Capital Markets, LLC and any otheraffiliate controlled by the Company in connection with offers and sales relating to the initial sales of securities and any market-making transaction purchase or sale, or at other prices. The Company and its affiliates may act as principal or agent in these transactions.The Agents and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading,commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and We estimate that we will pay approximately $185,000 for expenses, excluding underwriting discounts and commissions. and, in the future may actively trade, debt and equity securities (or related derivative securities), and financial instruments (including bank loans) fortheir own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in suchsecurities and instruments. Such investment and securities activities may have involved, and in the future may involve, securities and instruments of the