8-K

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): July 22, 2024

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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. ☐

On July 22, 2024, The Bank of New York Mellon Corporation issued $600,000,000 aggregate principal amount of its 4.890% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2028 (the “2028 Fixed Rate / Floating Rate Notes”), $300,000,000 aggregate principal amount of its Floating Rate Callable Senior Medium-Term Notes Series J due 2028 (the “2028 Floating Rate Notes”), $1,100,000,000 aggregate principal amount of its 5.060% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2032 (the “2032 Fixed Rate / Floating Rate Notes”) and $500,000,000 aggregate principal amount of its 5.606% Fixed Rate / Floating Rate Callable Senior Subordinated Medium-Term Notes Series K due 2039 (the “2039 Fixed Rate / Floating Rate Notes” and, together with the 2028 Fixed Rate / Floating Rate Notes, the 2028 Floating Rate Notes and the 2032 Fixed Rate / 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. 333-261575) (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.

(d) EXHIBITS

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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.

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EX-5.1

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

July 22, 2024

The Bank of New York Mellon Corporation,

240 Greenwich Street,

New York, NY 10286.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (i) $300,000,000 aggregate principal amount of the Company’s Floating Rate Callable Senior Medium-Term Notes Series J due 2028, $600,000,000 aggregate principal amount of the Company’s 4.890% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2028, and $1,100,000,000 aggregate principal amount of the Company’s 5.060% Fixed Rate / Floating Rate Callable Senior Medium-Term Notes Series J due 2032 (collectively, the “Senior Securities”) of The Bank of New York Mellon Corporation, a Delaware corporation (the “Company”), issued pursuant to the Senior Debt Indenture, dated as of February 9, 2016 (the “Base Senior Indenture”), as supplemented by the First Supplemental Senior Debt Indenture, dated as of January 30, 2017 (together with the Base Senior Indenture, the “Senior Indenture”), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Senior Trustee”), and (ii) $500,000,000 aggregate principal amount of the Company’s 5.606% Fixed Rate / Floating Rate Callable Senior Subordinated Medium-Term Notes Series K due 2039 (together with the Senior Securities, the “Securities”), issued pursuant to the Senior Subordinated Debt Indenture, dated February 9, 2016 (the “Base Senior Subordinated Indenture”), as supplemented by the First Supplemental Senior Subordinated Debt Indenture, dated January 30, 2017 (together with the Base Senior Subordinated Indenture, the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), each between the Company and Wilmington Trust, National Association, as trustee (the “Senior Subordinated Trustee” and, together with the Senior Trustee, the “Trustees”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that each of the Indentures has been duly authorized, executed and delivered by the applicable Trustee, that the Securities conform to the specimens thereof examined by us, that the certificates of authentication of the Securities of The Bank of New York Mellon, as authenticating agent (the “Authenticating Agent”), have been manually signed by one of the Authenticating Agent’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on the date hereof, and its incorporation by reference into the Registration Statement relating to the Securities (File No. 333-261575). In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.