纽约梅隆银行美股招股说明书(2025-09-05版)

Each representing a 1/100thInterest in a Share ofSeries L Noncumulative Perpetual Preferred Stock Each of the 500,000 depositary shares offered hereby (the “depositary shares”) represents a 1/100thownership interest in a share of SeriesL Noncumulative Perpetual Preferred Stock,with a liquidation preference of $100,000 per share (the “Series L Preferred Stock”), of The Bank of New York Mellon Corporation. The depositary shares are evidenced by depositaryreceipts. Each holder of a depositary share will be entitled to all proportional rights and preferences of the Series L Preferred Stock (including dividend, voting, redemption and liquidationrights). You must exercise such rights through the depositary. We will pay dividends on the Series L Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committee of the board) and to the extent that wehave legally available funds to pay dividends. Dividends will accrue on the liquidation amount of $100,000 per share of the Series L Preferred Stock (equivalent to $1,000 per depositaryshare) at a rateper annumequal to (i)5.950% from the original issue date of the Series L Preferred Stock to, but excluding, December20, 2030, and (ii)the five-year treasury rate as of themost recent reset dividend determination date (as defined elsewhere in this prospectus supplement)plus2.271% for each reset period from, and including, December20, 2030. Dividends willbe payable in arrears on June20 and December20 of each year, commencing on December20, 2025. Payment of dividends on the Series L Preferred Stock is subject to certain legal,regulatory and other restrictions as described elsewhere in this prospectus supplement. We may, at our option, redeem the shares of Series L Preferred Stock (i)in whole or in part, from time to time, on any dividend payment date (as defined elsewhere in this prospectussupplement) on or after the dividend payment date on December20, 2030 or (ii)in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event (asdefined elsewhere in this prospectus supplement), in each case, at a cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaiddividends, without regard to any undeclared dividends, to but excluding the redemption date. If we redeem the Series L Preferred Stock, the depositary will redeem a proportionate number ofdepositary shares. The Series L Preferred Stock will not have any voting rights except as described elsewhere in this prospectus supplement. Neither the depositary shares nor shares of the Series L Preferred Stock will be listed on any securities exchange or automated quotation system. The Series L 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 governmentalagency, and they are not obligations of, or guaranteed by, any bank. Investing in the depositary shares and the underlying Series L Preferred Stock involves risks. See “Risk Factors” beginning onpageS-6toread about factors you should consider before investing in the depositary shares. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. (1)The public offering price does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the original issue date, which is expected to beSeptember 10, 2025. The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, includingClearstream Banking, S.A., and Euroclear Bank SA/NV, against payment in New York, NewYork on or about September 10, 2025. Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus supplement and the accompanying prospectus in connection with offers and sales of ourdepositary 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 thetime of sale. BNYCapitalMarkets Barclays BofASecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCEFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE SERIES L PREFERRED STOCKDESCRIPTION OF THE DEPOSITARY SHARESLEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCEMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)VALIDITY OF THE SECURITIESEXPERTS Prospectus ABOUT THIS