8-K

The Bank of New York Mellon Corporation

(Registrant)

Date: September 12, 2023

/s/ James J. Killerlane III

James J. Killerlane III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2023

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35651

13-2614959

(State or other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


240 Greenwich Street New York, New York		10286
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 495-1784

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 Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BK	New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)	BK/P	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under 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 September 11, 2023, The Bank of New York Mellon Corporation (the “Corporation”) issued press releases announcing the pricing and expiration date results of the previously announced cash tender offer (the “Offer”) by BNY Mellon Capital Markets, LLC, an indirect wholly-owned subsidiary of the Corporation, to purchase any and all of certain outstanding debt securities of the Corporation.

Copies of the press releases are attached as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of offers to sell any securities. The Offer was made only pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery, each dated September 5, 2023. The Offer was not being made to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS


Exhibit Number		Description

99.1		Press Release dated September 11, 2023 announcing the pricing of the Offer

99.2		Press Release dated September 11, 2023 announcing the expiration date results of the Offer

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document