UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01. | OTHER EVENTS. |
On July 1, 2025, The Bank of New York Mellon Corporation (the “Company”) announced that it intends to increase its quarterly common stock cash dividend by 13% from $0.47 to $0.53 per share, commencing as early as the third quarter of 2025, subject to approval by its Board of Directors (the “Board”). The Company also announced that the Federal Reserve had notified the Company that its preliminary Stress Capital Buffer (“SCB”) requirement will remain 2.5%, equal to the regulatory floor. This SCB is expected to be effective from October 1, 2025, to September 30, 2026 under the current capital plan rule.
The Company continues to be authorized to repurchase common shares under its existing share repurchase program approved by the Board, as announced in April 2024. The repurchases of common stock may be executed through open market purchases, in privately negotiated transactions or by other means, including through repurchase plans designed to comply with Rule 10b5-1 and through derivative, accelerated share repurchase and other structured transactions. The timing, manner and amount of repurchases are subject to various factors, including the Company’s capital position and prevailing market conditions.
In April 2025, the Federal Reserve proposed to revise its capital plan rule to (1) measure the SCB as the average of the CET1 capital ratio declines in the Supervisory Severely Adverse scenario, as calculated by the Federal Reserve, from the two most recent supervisory stress tests, plus four quarters of planned common stock dividends as a percentage of risk-weighted assets, subject to a 2.5% floor, and (2) extend the annual effective date of the SCB by one quarter, from October 1 to January 1, so that, following the supervisory stress test in a calendar year, new SCBs would generally be effective from January 1 through December 31 of the following calendar year. Although the proposal has not yet been finalized, the Company currently anticipates that the proposal will not have an impact on the Company’s SCB requirement. The Company’s SCB requirement has remained at the 2.5% regulatory floor since the introduction of the SCB requirement in 2020.
The information presented in this Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to, among other things, the Company’s repurchases of common stock, common stock dividends, capital base, performance, ability to meet regulatory requirements and anticipated effects of the Federal Reserve’s pending proposal to amend its capital plan rule. These statements are not guarantees of future results or occurrences, are inherently uncertain and are based upon current beliefs and expectations of future events, many of which are, by their nature, difficult to predict, outside of the Company’s control and subject to change. Actual results may differ, possibly materially, from the anticipated results expressed or implied in these forward-looking statements as a result of a number of important factors, including, but not limited to, the factors identified above and the risk factors and other uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and the Company’s other filings with the Securities and Exchange Commission. All statements in this Current Report on Form 8-K speak only as of the date of this filing and the Company undertakes no obligation to update the information to reflect events or circumstances that arise after that date or to reflect the occurrence of unanticipated events.
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: July 1, 2025 | By: | /s/ Jean Weng | ||||
| Name: | Jean Weng | |||||
| Title: | Secretary | |||||