纽约梅隆银行美股招股说明书(2026-07-17版)

500,000 Depositary SharesEach representing a 1/100thInterest in a Share ofSeries N 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 Series N NoncumulativePerpetual Preferred Stock, with a liquidation preference of $100,000 per share (the “SeriesN Preferred Stock”), of The Bank of New York Mellon Corporation. Thedepositary shares are evidenced by depositary receipts. Each holder of a depositary share will be entitled to all proportional rights and preferences of the SeriesNPreferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise 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 committee of the board) and tothe extent that we have legally available funds to pay dividends. Dividends will accrue on the liquidation amount of $100,000 per share of the Series N Preferred Stock(equivalent to $1,000 per depositary share) at a rateper annumequal to (i) 6.150% from the original issue date of the Series N Preferred Stock to, but excluding,September20, 2031, and (ii)the five-year treasury rate as of the most recent reset dividend determination date (as defined elsewhere in this prospectus supplement)plus1.868% for each reset period from, and including, September20, 2031. Dividends will be payable in arrears on March20, June20, September20 and December20 ofeach year, commencing on December20, 2026. Payment of dividends on the SeriesN Preferred Stock is subject to certain legal, regulatory and other restrictions asdescribed elsewhere in this prospectus 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 definedelsewhere in this prospectus supplement) on or after the dividend payment date on September20, 2031 or (ii)in whole but not in part at any time within 90 daysfollowing a Regulatory Capital Treatment Event (as defined 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 unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date. Ifwe redeem the Series N Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series N Preferred Stock will not have any votingrights except as described elsewhere in this prospectus supplement. Neither the depositary shares nor shares of the Series N Preferred Stock will be listed on any securities exchange or automated quotation system. The SeriesN Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) orany 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” beginningon page S-6 to read 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 orpassed upon the adequacy 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 isexpected to be July23, 2026. 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 itsparticipants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, against payment in New York, New York on or about July 23, 2026. Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus supplement and the accompanying prospectus in connection with offers andsales 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 pricesrelated to market prices at the time of sale. 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 N 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 PROSP