纽约梅隆银行美股招股说明书(2026-07-16版)

Depositary SharesEach representing a 1/100thInterest in a Share ofSeries N Noncumulative Perpetual Preferred Stock Each of thedepositary shares offered hereby (the “depositary shares”) represents a 1/100thownership interest in a share of Series NNoncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per share (the “SeriesN 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 to allproportional rights and preferences of the SeriesN Preferred Stock (including dividend, voting, redemption and liquidation rights). You mustexercise such rights through the depositary. We will pay dividends on the Series N Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committeeof the 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 N Preferred Stock (equivalent to $1,000 per depositary share) at a rateper annumequal to (i)% from the original issuedate of the Series N Preferred Stock to, but excluding, September20, 2031, and (ii)the five-year treasury rate as of the most recent reset dividenddetermination date (as defined elsewhere in this prospectus supplement)plus% for each reset period from, and including, September20, 2031.Dividends will be payable in arrears on March20, June20, September20 and December20 of each year, commencing on December20, 2026.Payment of dividends on the SeriesN Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in thisprospectus supplement. We may, at our option, redeem the shares of Series N Preferred Stock (i)in whole or in part, from time to time, on any dividend payment date(as defined elsewhere in this prospectus supplement) on or after the dividend payment date on September20, 2031 or (ii)in whole but not in part atany time within 90 days following a Regulatory Capital Treatment Event (as defined elsewhere in this prospectus supplement), in each case, at acash redemption 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 N Preferred Stock, the depositary will redeem aproportionate number of depositary shares. The Series N Preferred Stock will not have any voting rights except as described elsewhere in thisprospectus supplement. Neither the depositary shares nor shares of the Series N Preferred Stock will be listed on any securities exchange or automated quotation The SeriesN Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal Deposit InsuranceCorporation (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 N 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 ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation 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 originalissue date, which is expected to be July, 2026. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanyingprospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company forthe accounts of its participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, against payment in New York, New York on orabout July, 2026. Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus supplement and the accompanying prospectus inconnection with offers and sales of our depositary shares in the secondary market. These affiliates may act as principal or agent in thosetransactions. Secondary market sales will be made at prices related to market prices at the time of sale. UBSInvestment Bank BNYCapital Markets 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 PROCEEDSDESCRIPTIO