FILED PURSUANT TO RULE 433
REGISTRATION STATEMENT NO. 333-265877
DATED APRIL 22, 2025
STATE STREET CORPORATION
$700,000,000 Fixed-to-Floating Rate Senior Notes due 2028
Pricing Term Sheet
| Issuer: | State Street Corporation | |
| Security: | Fixed-to-Floating Rate Senior Notes due 2028 | |
| Aggregate Principal Amount: | $700,000,000 | |
| Trade Date: | April 22, 2025 | |
| Settlement Date*: | April 24, 2025 (T + 2) | |
| Maturity Date: | April 24, 2028 | |
| Price to Public (Issue Price): | 100.000% | |
| Fixed Rate Benchmark Treasury: | 3.875% Notes due March 31, 2027 | |
| Benchmark Treasury Price and Yield: | 100-03 5⁄8; 3.813% | |
| Fixed Rate Spread to Benchmark Treasury: | +73 basis points | |
| Fixed Rate Period: | From, and including, April 24, 2025, to, but excluding, April 24, 2027 | |
| Floating Rate Period: | From, and including, April 24, 2027, to, but excluding, the maturity date | |
| Fixed Rate Coupon: | 4.543%, payable semi-annually in arrears during the fixed rate period | |
| Floating Period Base Rate: | SOFR (compounded daily over a quarterly interest payment period in accordance with the specific formula described in the Preliminary Prospectus Supplement). | |
| Floating Rate Spread: | +95 basis points. In no event will the interest payable in respect of any interest payment period be less than zero | |
| Interest Payment Dates: | Fixed rate period: Each April 24 and October 24, commencing on October 24, 2025 and including April 24, 2027
Floating rate period: the second business day following each floating rate period end date; provided, that the interest payment date with respect to the final interest payment period will be the maturity date. If the scheduled maturity date falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled maturity date. | |
| Optional Redemption: | The Issuer may redeem the notes, at its option, in whole, but not in part, on, and only on, April 24, 2027, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. | |
| Calculation Agent: | State Street Bank, an affiliate thereof or any other bank or other entity as the Issuer may appoint | |
| Day Count Convention: | Fixed rate period: 30/360 Floating rate period: Actual/360 | |
| Business Day: | Fixed rate period: Boston and New York Floating rate period: Boston and New York | |
| Business Day Convention: | Fixed rate period: Following Floating rate period: Modified following, adjusted | |
| Denominations: | Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof | |
| Currency: | U.S. Dollars | |
| CUSIP: | 857477DA8 | |
| ISIN: | US857477DA85 | |
| Expected Ratings**: | Aa3 / A / AA- (Moody’s / S&P / Fitch) | |
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Loop Capital Markets LLC | |
| Co-Managers: | C.L. King & Associates, Inc. Drexel Hamilton, LLC Roberts & Ryan, Inc. Stern Brothers & Co. |
All terms used and not otherwise defined in this final pricing term sheet have the respective meanings assigned to such terms in the preliminary prospectus supplement, dated April 22, 2025 (the “Preliminary Prospectus Supplement”).
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC toll-free at 1 (866) 718-1649, Citigroup Global Markets Inc. toll-free at 1 (800) 831-9146, HSBC Securities (USA) Inc. toll-free at 1 (866) 811-8049, and Loop Capital Markets LLC toll-free at (888) 294-8898.
| * | The underwriters expect to deliver the notes to purchasers on or about April 24, 2025, which will be the second business day following the pricing of the notes (such settlement cycle being herein referred to as “T + 2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle T + 2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the business day preceding the settlement date should consult their own advisor. |
| ** | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |