UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01. | OTHER EVENTS. |
On June 10, 2025, The Bank of New York Mellon Corporation issued $750,000,000 aggregate principal amount of its 4.441% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2028 (the “2028 Fixed Rate / Floating Rate Notes”), $500,000,000 aggregate principal amount of its Floating Rate Callable Senior Medium-Term Notes Series J due 2028 (the “2028 Floating Rate Notes”) and $750,000,000 aggregate principal amount of its 5.316% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2036 (the “2036 Fixed Rate / Floating Rate Notes” and, together with the 2028 Fixed Rate / Floating Rate Notes and the 2028 Floating Rate Notes, the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-282710) (as amended, the “Registration Statement”). In connection with this issuance, Exhibits 5.1 and 23.1 are filed as part of this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) EXHIBITS
| Exhibit |
Description | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Bank of New York Mellon Corporation (Registrant) | ||||||
| Date: June 10, 2025 | By: | /s/ Jean Weng | ||||
| Name: | Jean Weng | |||||
| Title: | Secretary | |||||
3