This is a routine preferred stock issuance by a large bank holding company to bolster regulatory capital. Monitor BNY Mellon's upcoming quarterly earnings for any changes in capital ratios or dividend policy on common stock, but no immediate trading catalyst is expected from this filing alone.
Price Chart
Executive Summary
BNY Mellon issued 1,250,000 depositary shares (each representing a 1/100th interest in a share of Series O Noncumulative Perpetual Preferred Stock) at $990.00 per depositary share, raising approximately $1.2375 billion in gross proceeds. The Series O Preferred Stock has a $100,000 per share liquidation preference, pays a fixed 7.125% dividend through December 20, 2031, then resets to the Five-Year Treasury Rate plus 2.192%, and is redeemable at the company's option on or after that date or upon a Regulatory Capital Treatment Event. The offering is a routine capital management transaction for a large bank holding company, increasing Tier 1 capital with no material impact on common equity holders.
Key Facts
- BNY Mellon issued 1,250,000 depositary shares, each representing a 1/100th interest in one share of Series O Noncumulative Perpetual Preferred Stock.
- The Series O Preferred Stock has a liquidation preference of $100,000 per share.
- The dividend rate is 7.125% (fixed) from issuance to December 20, 2031, then resets to the Five-Year Treasury Rate plus 2.192%.
- The underwriting agreement was dated October 19, 2026, with closing on October 28, 2026.
- The purchase price per depositary share was $990.00.
- The offering was underwritten by Barclays, BofA Securities, Deutsche Bank, Goldman Sachs, Morgan Stanley, and BNY Mellon Capital Markets.
- The Certificate of Designations was filed with the Delaware Secretary of State on October 27, 2026.
- The Series O Preferred Stock is perpetual with no maturity date and is redeemable at BNY Mellon's option on or after December 20, 2031, or upon a Regulatory Capital Treatment Event.
- Holders of Series O Preferred Stock have limited voting rights, including the right to elect two directors if dividends are unpaid for six or more quarterly periods.
- The proceeds are expected to be used for general corporate purposes as described in the prospectus.
Financial Impact
Gross proceeds of approximately $1.2375 billion from the sale of 1,250,000 depositary shares at $990.00 each.
Risk Factors
- The preferred stock ranks senior to common equity in liquidation and dividend priority, which could constrain common dividend growth.
- The fixed-to-floating rate structure introduces interest rate risk after 2031 if the Five-Year Treasury Rate plus spread is higher than 7.125%.
- Regulatory changes affecting Tier 1 capital treatment could trigger an early redemption at the company's option.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-436302 |
| Document: d17537dex11.htm | 0001193125-26-436302 |
| Document: d17537dex31.htm | 0001193125-26-436302 |
| Document: d17537d8k.htm | 0001193125-26-436302 |
| Document: d17537dex51.htm | 0001193125-26-436302 |
| Document: 0001193125-26-436302-index-headers.html | 0001193125-26-436302 |
| Document: 0001193125-26-436302-index.html | 0001193125-26-436302 |
| Document: 0001193125-26-436302.txt | 0001193125-26-436302 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 29, 2026 1d ago | Insider Cluster | $149.98 | awaiting T+5 | awaiting T+5 | $149.37 (−0.41%) |
Oct 28, 2026 2d ago | 8-K | $149.37 | awaiting T+5 | awaiting T+5 | $149.37 (−0.00%) |
Oct 26, 2026 4d ago | 144 | $147.58 | awaiting T+5 | awaiting T+5 | $149.37 (+1.21%) |
Oct 26, 2026 4d ago | Institutional Cluster | $147.18 | awaiting T+5 | awaiting T+5 | $149.37 (+1.49%) |
Oct 21, 2026 10d ago | Court Ruling | $145.32 $149.37 | ▲ +2.79% | ▲ +2.08% | $149.37 (+2.79%) |
Oct 16, 2026 14d ago | 8-K/A | $142.44 $147.18 | ▲ +3.33% | ▲ +3.47% | $149.37 (+4.87%) |
Oct 15, 2026 15d ago | Press Release | No price | awaiting T+5 | awaiting T+5 | No price |
Oct 15, 2026 15d ago | Press Release | No price | awaiting T+5 | awaiting T+5 | No price |
Oct 15, 2026 15d ago | 8-K | $142.09 $145.32 | ▲ +2.27% | ▲ +3.29% | $149.37 (+5.12%) |
Aug 20, 2026 10w ago | 8-K | $157.24 $162.24 | ▲ +3.18% | ▲ +2.07% | $149.37 (−5.01%) |
US Market Status
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