纽约梅隆银行美股招股说明书(2026-01-16版)

Original Issue Date: January 22, 2026 Principal Amount: $1,250,000,000 Net Proceeds (Before Expenses) to Issuer: $1,248,125,000 Price to Public: 100.000% plus accrued interest, if any, from January 22, 2026 Commission/Discount: 0.150% Agent’s Capacity:☒Principal Basis☐Agency Basis Maturity Date: January 22, 2030 Fixed Rate Period: January 22, 2026 to but excluding January 22, 2029 Floating Rate Period: January 22, 2029 to but excluding January 22, 2030 Interest Payment Dates with Respect to the Fixed Rate Period: Semi-annually on the 22nd day of January and July of each year, commencingJuly22,2026 and ending on January 22, 2029 Interest Rate with Respect to the Fixed Rate Period: 4.026% per annum 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 22nd day of January, April, July and October of each year,commencing on April 22, 2029. Interest Rate with Respect to the Floating Rate Period: Compounded SOFR (as defined in the Prospectus Supplement), as determined in accordance withthe 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 January 22, 2029) to, but excluding, the next succeeding Interest Payment Date; (ii)inthe 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 applicableredemption date to, but excluding, such redemption date. Base Rate or Benchmark during the Floating Rate Period: Compounded SOFR Floating Rate Period Spread: +63.4 basis points Minimum Interest Rate: 0% Business Day Convention: With respect to the Fixed Rate Period, including the Interest Payment Date occurring on January 22, 2029, following,unadjusted. If any Interest Payment Date with respect to Fixed Rate Period interest falls on a day that is not a Business Day, the payment of interest willbe made on the next succeeding Business Day, and no additional interest will accrue on account of such postponement. With respect to the Floating RatePeriod, excluding the Interest Payment Date occurring on January 22, 2029, modified following, adjusted. If any Interest Payment Date with respect toFloating Rate Period interest falls on a day that is not a Business Day (other than an Interest Payment Date that is also the Maturity Date or a redemptiondate, if applicable), such Interest Payment Date will be postponed to the following Business Day, except that, if the next Business Day would fall in thenext calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date or a redemption date, ifapplicable, 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 noadditional interest 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 The Notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are theyobligations of, or guaranteed by, a bank. 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 July 22, 2026 (or, if anyadditional Notes are issued after January 22, 2026, beginning six months after the last issue date for such additional Notes) and to, but excluding,January 22, 2029(the “First Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places)equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date(assuming the notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-daymonths) at the Treasury Rate (as defined in the Prospectus Supplement), as determined in accordance with the provisions set forth in theProspectus Supplement, plus 10 basis points less (b)interest accrued to, but excluding, the date of redemption, and(2)100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On the First Par Call Date, the Notes will be