纽约梅隆银行美股招股说明书(2025-06-04版)

Rule 424(b)(2)FileNo.333-282710 Senior Medium-Term Notes Series J(U.S. $ Fixed Rate/Floating Rate)$750,000,0004.441% Fixed Rate/Floating Rate Callable Senior Notes Due 2028 Trade Date: June 3, 2025 Original Issue Date: June 10, 2025 Principal Amount: $750,000,000 Net Proceeds (Before Expenses) to Issuer: $748,875,000 Price to Public: 100.000% plus accrued interest, if any, from June 10, 2025 Commission/Discount: 0.150% Agent’s Capacity:☒Principal Basis Maturity Date: June 9, 2028 Fixed Rate Period: June 10, 2025 to but excluding June 9, 2027 Floating Rate Period: June 9, 2027 to but excluding June 9, 2028 Interest Payment Dates with Respect to the Fixed Rate Period: Semi-annually on the 9th day of June and December of each year, commencingDecember 9, 2025 and ending on June 9, 2027 Interest Rate with Respect to the Fixed Rate Period: 4.441% per annum Day Count Convention with Respect to the Fixed Rate Period: 30/360 Interest Payment Dates with Respect to the Floating Rate Period: Quarterly on the 9th day of March, June, September and December of each year,commencing on September 9, 2027 Interest Rate with Respect to the Floating Rate Period: Compounded SOFR (as defined in the Prospectus Supplement), as determined in accordance withthe provisions set forth in the Prospectus, Prospectus Supplement and this Pricing Supplement, plus the Spread. In no event will the Interest Rate for any Floating Rate Period Interest Period: (i)the period from and including any Interest Payment Date (or with respect to the initial Floating Rate InterestPeriod during the Floating Rate Period only, from and including June 9, 2027) to, but excluding, the next succeeding Interest Payment Date; (ii)in thecase of the last such period, the period from and including the Interest Payment Date immediately preceding the Maturity Date to, but excluding, the Base Rate or Benchmark during the Floating Rate Period: Compounded SOFR Business Day Convention: With respect to the Fixed Rate Period, including the Interest Payment Date occurring on June 9, 2027, following, unadjusted.If any Interest Payment Date with respect to Fixed Rate Period interest falls on a day that is not a Business Day, the payment of interest will be made onthe next succeeding Business Day, and no additional interest will accrue on account of such postponement. With respect to the Floating Rate Period,excluding the Interest Payment Date occurring on June 9, 2027, modified following, adjusted. If any Interest Payment Date with respect to Floating RatePeriod interest falls on a day that is not a Business Day (other than an Interest Payment Date that is also the Maturity Date or a redemption date, if Redemption Provisions: As described below Authorized Denominations: $2,000 and integral multiple of $1,000 in excess thereof The Notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are theyobligations of, or guaranteed by, a bank. Form:☒Book Entry☐Certificated Optional Redemption and Optional Repayment: The Notes will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, on or after December 10, 2025 (or, ifany additional Notes are issued after June 10, 2025, beginning six months after the last issue date for such additional Notes) and to, but excluding, June (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date(assuming the notes matured on the First Par Call Date) on a semi-annual basis (assuming a360-dayyear consisting of twelve30-daymonths) at the Treasury Rate (as defined in the Prospectus Supplement), as determined in accordance with the provisions set forth in the plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On the First Par Call Date, the Notes will be redeemable at the option of the Company, in whole but not in part, at a redemption price equal to 100% ofthe principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date. On and after May 9, 2028, the Noteswill be redeemable at the option of the Company, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the Any redemption of the Notes at the option of the Company will be in a minimum amount of $2,000 and in integral multiples of $1,000 in excess thereof,and on written notice given to the holders thereof not less than 5 nor more than 30 calendar days prior to the date of redemption and in accordance withthe provisions of the Senior Indenture. If any Note is redeemed in part, a new Note of like tenor for the unredeemed portion and otherwise having the Defeasance:The defeasance and covenant defeasance provisions of the Senior Indenture described under “Description of Debt Securities—DebtSecurities Issued by the Company under the Senior Indentur