纽约梅隆银行美股招股说明书(2026-08-07版)

Senior Medium-Term Notes Series J(U.S. $ Fixed Rate/Floating Rate)$1,200,000,000 4.755% Fixed Rate/Floating Rate Callable Senior Notes Due 2030 Original Issue Date: August12, 2026 Principal Amount: $1,200,000,000 Net Proceeds (Before Expenses) to Issuer: $1,198,200,000 Commission/Discount: 0.150% Maturity Date: August 12, 2030 Fixed Rate Period: August 12, 2026 to but excluding August 12, 2029 Floating Rate Period: August 12, 2029 to but excluding August 12, 2030 Interest Payment Dates with Respect to the Fixed Rate Period: Semi-annually on the 12th day of February and August of each year, commencing on February12, 2027and ending on August12, 2029 Interest Rate with Respect to the Fixed Rate Period: 4.755% 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 12th day of February, May, August and November of each year, commencing onNovember12, 2029. Interest Rate with Respect to the Floating Rate Period: Compounded SOFR (as defined in the Prospectus Supplement), as determined in accordance with the provisionsset forth in the Prospectus, Prospectus Supplement and this Pricing Supplement, plus the Spread. In no event will the Interest Rate for any Floating Rate Period InterestPeriod 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 Interest Period during theFloating Rate Period only, from and including August12, 2029) to, but excluding, the next succeeding Interest Payment Date; (ii)in the case of the last such period, theperiod from and including the Interest Payment Date immediately preceding the Maturity Date to, but excluding, the Maturity Date; or (iii)in the event of anyredemption of the Notes, from and including the Interest Payment Date immediately preceding the applicable redemption date to, but excluding, such redemption date. Base Rate or Benchmark during the Floating Rate Period: Compounded SOFR Floating Rate Period Spread: +68.3 basis points Minimum Interest Rate: 0% Day Count Convention with Respect to the Floating Rate Period: Actual/360 Business Day Convention: With respect to the Fixed Rate Period, including the Interest Payment Date occurring on August12, 2029, following, unadjusted. If anyInterest Payment Date with respect to Fixed Rate Period interest falls on a day that is not a Business Day, the payment of interest will be made on the next succeedingBusiness Day, and no additional interest will accrue on account of such postponement. With respect to the Floating Rate Period, excluding the Interest Payment Dateoccurring on August12, 2029, modified following, adjusted. If any Interest Payment Date with respect to Floating Rate Period interest falls on a day that is not aBusiness Day (other than an Interest Payment Date that is also the Maturity Date or a redemption date, if applicable), such Interest Payment Date will be postponed to the following Business Day, except that, if the next Business Day would fall in the next calendarmonth, 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 aBusiness Day, the payment of principal and interest will be made on the next succeeding Business Day, and no additional interest will accrue from and after the MaturityDate 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. Form:__x__Book Entry_____CertificatedRedemption:The Notes cannot be redeemed prior to maturity__x___The Notes may be redeemed prior to maturityRepayment:__x__The Notes cannot be repaid prior to maturity_____The Notes can be repaid prior to maturity at the option of the holder of the NotesDiscountNote:_____Yes__x__No 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 February12, 2027 (or, if any additionalNotes are issued after August12, 2026, beginning six months after the last issue date for such additional Notes) and to, but excluding, August12, 2029 (the “First ParCall 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 thenotes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (asdefined in