Bank of New York Mellon (BNY) 10-K risk factor changes: FY2024 vs FY2023

The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global company headquartered in New York, New York, with [removed: $47.8] [added: $52.1] trillion in assets under custody and/or administration and $2.0 trillion in assets under management as of Dec.

With its subsidiaries, BNY [removed: Mellon] has been in business since 1784.

We also have an Other segment, which includes the leasing portfolio, corporate treasury activities (including our securities portfolio), derivatives and other trading activity, corporate and bank-owned life insurance, [removed: renewable energy] [added: tax credit investments] and other corporate investments and certain business exits.

For a further discussion of [removed: BNY Mellon’s] [added: BNY’s] lines of business, products and services, see the “Overview,” “Summary of financial highlights,” “Fee and other revenue,” “Review of business segments” and “International operations” sections in the MD&A section in the Annual Report and Notes 24 and 25 of the Notes to Consolidated Financial Statements in the Annual Report, of which portions are incorporated herein by reference.

See the “Available Information” section on page 1 of this Form 10-K, which is incorporated herein by reference, for a description of how to access financial and other information regarding [removed: BNY Mellon.][added: BNY.]

Most of our Investment Management business and Pershing businesses are direct or indirect non-bank subsidiaries of [removed: BNY Mellon.][added: BNY.]

[removed: BNY Mellon’s] [added: BNY’s] banking subsidiaries outside the United States are subject to regulation by non-U.S. regulatory authorities in addition to the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

The Bank of New York Mellon SA/NV (“BNY [removed: Mellon] SA/NV”) is the main banking subsidiary of The Bank of New York Mellon in continental Europe.

BNY [removed: Mellon] SA/NV has its principal office in Brussels and branches in Amsterdam, the Netherlands; Copenhagen, Denmark; Dublin, Ireland; Frankfurt, Germany; the City of Luxembourg, Luxembourg; Madrid, Spain; Milan, Italy; Paris, France; and Wroclaw, Poland.

BNY [removed: Mellon] SA/NV’s activities are in the Securities Services and Market and Wealth Services segments of BNY [removed: Mellon] with a focus on global custody, asset servicing and collateral management.

Exhibit 21.1 to this Form 10-K presents a list of [removed: BNY Mellon’s] [added: BNY’s] primary subsidiaries as of Dec.

BNY [removed: Mellon] 5

Our enduring ambition is to build the best global team—one that [removed: is inclusive of] [added: includes] varying perspectives, backgrounds and experiences, and [removed: represents] [added: reflects] the increasingly varied markets and clients we serve.

Belonging [removed: and inclusion] is integral to who we are as a company, what our people experience as members of our global team, and how we serve all of our stakeholders.

Our strategy is not separate, [removed: but] [added: it includes all of our employees and is] embedded in the way we do business, our operating model, talent experience and client value proposition.

At the end of [removed: 2023,] [added: 2024,] women [removed: were] [added: represented] 40% of [removed: BNY Mellon’s] [added: BNY’s] global workforce and [removed: 44%] [added: 43%] of [removed: BNY Mellon’s] [added: BNY’s] U.S. workforce.

Further, 39% of [removed: BNY Mellon’s] [added: BNY’s] U.S. workforce were from U.S. underrepresented ethnic and/or racial backgrounds.

At the end of [removed: 2023, 40%] [added: 2024, 43%] of [removed: BNY Mellon’s] [added: BNY’s] Executive Committee were women and [removed: 28%] [added: 26%] of [removed: BNY Mellon’s] [added: BNY’s] Executive Committee were from underrepresented ethnic and/or racial backgrounds.

At the end of [removed: 2023, 40%] [added: 2024, 45%] of our Board of Directors were women and [removed: 30%] [added: 27%] of our Board of Directors was composed of individuals from underrepresented ethnic and/or racial backgrounds.

We recognize that employees seek a [removed: supportive, safe] [added: supportive] and [removed: inclusive] [added: safe] workplace, and we continually evaluate our employee [added: engagement and wellbeing programs in an effort to meet those expectations.]

31, [removed: 2023,] [added: 2024,] we had approximately [removed: 43,100] [added: 41,500] participants in our 401(k) plan, including former employees.

[removed: In addition, our frozen U.S. defined benefit pension plan] covered approximately [removed: 7,400] [added: 6,400] U.S. participants, and our non-U.S. defined benefit plans (some frozen) covered approximately [removed: 18,000] [added: 18,400] non-U.S. participants.

[added: In 2024,] The Bank of New York Mellon Corporation [removed: has] [added: again] provided eligible employees an award of 10 restricted stock units (“RSUs”) or [removed: BK Shares.][added: “BK Shares”.]

BK Shares is an equity grant that allows for eligible employees to become equity [removed: owners] [added: owners, or increase their equity holdings in the Company,] and share in the Company’s success.

[removed: BNY Mellon’s] [added: BNY’s] holistic approach to employee wellbeing is designed to create a healthy, resilient and vibrant workforce.

BNY [removed: Mellon] fosters a high-performance culture and supports employee work/life balance, while also delivering on our regulatory requirements and business imperatives.

We endeavor to promote a collaborative and effective workplace for our people, [added: while continuing to embrace the concept of flexibility and enhancing our culture and commercial impact.]

6 BNY [removed: Mellon]

31, [removed: 2023,] [added: 2024,] BNY [removed: Mellon] and its subsidiaries had approximately [removed: 53,400] [added: 51,800] full-time employees.

We pride ourselves on providing dedicated service through our multilingual sales, marketing and client [removed: service teams.]

31, [removed: 2023,] [added: 2024,] approximately [removed: 55%] [added: 60%] of our total employees (full-time and part-time employees) were based outside the U.S., with approximately [removed: 11,000] [added: 10,900] employees in Europe, the Middle East and Africa (“EMEA”), approximately [removed: 18,400] [added: 18,900] employees in the Asia-Pacific region (“APAC”) and approximately 800 employees in other global locations, primarily Brazil.

Information on the supervision and regulation of BNY [removed: Mellon] can be found in the “MD&A – Supervision and Regulation” section in the Annual Report, which is incorporated herein by reference.

BNY [removed: Mellon] is subject to competition in all aspects and areas of our business.

Our Investment and Wealth Management business competes with domestic and international investment management and wealth management firms, hedge funds, investment banking companies and other financial [added: services companies, including trust banks, brokerage firms and insurance companies, as well as a wide range of technology service providers.]

Competition is based on a number of factors including, among others, customer service and convenience, transaction execution, capital or access to capital, quality and range of products and services offered, performance, technological innovation and expertise, [added: including adaptation to technological change,] price, reputation and lending limits.

Our ability to continue to compete effectively also depends in large part on our ability to attract new employees, retain, develop and motivate our existing employees, amid heightened regulatory restrictions and an inflationary [removed: environment.][added: or uncertain]

Our competitive position may be affected by institutions that are not similarly subject to extensive regulation, [added: such as financial technology firms,] and as further technological advances enable more [removed: companies] [added: companies, such as financial technology firms,] to provide financial services.

31, 2024.

31, 2024.

*Belonging*

In addition, our frozen U.S. defined benefit pension plan

service teams.

interest rate environment.

31, 2023.

*Belonging and Inclusion*

We aim for fair inclusion by working with professional associations, educational institutions, think tanks and nonprofits to deepen engagement with Black, Hispanic/Latino, Asian, LGBT+, neuro-diverse individuals, people with disabilities and talent from other underrepresented backgrounds.

Our Board of Directors is committed to fostering and maintaining its diversity.

In addition, four of BNY Mellon’s six standing committees of its Board of Directors are chaired by a diverse director based on race or gender.

engagement and wellbeing programs in an effort to meet those expectations.

while continuing to embrace the concept of flexibility and enhancing our culture and commercial impact.

services companies, including trust banks, brokerage firms and insurance companies, as well as a wide range of technology service providers.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant was [removed: $34,643,425,518.][added: $44,178,538,132.]

As of January 31, [removed: 2024, 754,437,391] [added: 2025, 716,320,652] shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

The Bank of New York Mellon Corporation [removed: 2024] [added: 2025] Proxy Statement – Part III

The Bank of New York Mellon Corporation [removed: 2023] [added: 2024] Annual Report to Shareholders – Parts I, II and IV

This Form 10-K filed by The Bank of New York Mellon Corporation [removed: (“BNY Mellon”] [added: (“BNY”] or the “Company”) with the Securities and Exchange Commission (the “SEC”) contains the Exhibits listed on the Index to Exhibits beginning on page 14, including those portions of [removed: BNY Mellon’s 2023] [added: BNY’s 2024] Annual Report to Shareholders (the “Annual Report”) which are incorporated herein by reference.

The Annual Report and [removed: BNY Mellon’s] [added: BNY’s] Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting (the “Proxy”) will be available on our website at [removed: www.bnymellon.com.][added: www.bny.com.]

- Other regulatory disclosures, including: Pillar 3 Disclosures (and Market Risk Disclosure contained therein); Liquidity Coverage Ratio Disclosures; Net Stable Funding Ratio Disclosures; Federal Financial Institutions Examination Council – Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices; Consolidated Financial Statements for Bank Holding Companies; and the Dodd-Frank Act Stress Test Results for BNY [removed: Mellon] and The Bank of New York Mellon; and

The contents of [removed: BNY Mellon’s website or] [added: our website, our social media channels and] any other websites referenced herein or in the Annual Report are not part of or incorporated by reference into this Form 10-K.

In this Form 10-K, and other public disclosures of [removed: BNY Mellon,] [added: BNY,] words, such as “estimate,” “forecast,” “project,” “anticipate,” “likely,” “target,” “expect,” “intend,” “continue,” “seek,” “believe,” “plan,” “goal,” “could,” “should,” “would,” “may,” “might,” “will,” “strategy,” “synergies,” “opportunities,” “trends,” [added: “momentum,”] “ambition,” “aspiration,” “objective,” “aim,” “future,” “potentially,” “outlook” and words of similar meaning, may signify forward-looking statements.

These include statements about the usefulness of Non-GAAP measures, the future results of [removed: BNY Mellon,] [added: BNY,] our businesses, financial, liquidity and capital condition, results of operations, [added: capital plans including dividends and repurchases,] liquidity, risk and capital management and processes, [removed: goals, strategies, outlook, objectives, expectations (including those regarding our performance results, expenses, nonperforming assets, products, impacts of currency fluctuations, impacts of securities portfolio repositioning, impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the impacts of such developments on our businesses, legal proceedings and other contingencies),] human capital management (including related ambitions, objectives, aims and goals), [removed: effective tax rate, net interest revenue,] [added: strategic priorities and initiatives, acquisitions, related integration and divestiture activity, transition to a platforms operating model, efficiency savings,] estimates (including those regarding expenses, [added: interest rate and net interest income sensitivities,] losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), [removed: targets, opportunities, potential actions, growth] [added: outlook (including those regarding our performance results, fee revenue, net interest income, expenses, impacts of currency fluctuations, capital ratios] and [removed: initiatives.][added: effective tax rate) and expectations (including those regarding products, nonperforming assets, legal proceedings and other contingencies, impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the impacts of such developments on our businesses).]

These forward-looking statements, and other forward-looking statements contained in other public disclosures of BNY [removed: Mellon] (including those incorporated into this Form 10-K), are not guarantees of future results or occurrences, are inherently uncertain and [removed: are based upon current beliefs and expectations of future events, many of which are, by their nature, difficult to predict, outside of our control and subject to change.]

By identifying these statements in this manner, we are alerting investors to the possibility that our 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 those factors described in the Annual Report under “Management’s Discussion and [added: Analysis of Financial Condition and Results of Operations (“MD&A”) – Risk Factors,” such as:]

BNY [removed: Mellon] 1

[removed: Analysis] [added: | [Item 7.](#if081efb06478462da09aec1b3f641b2c_58) | | | [Management’s discussion and analysis] of [removed: Financial Condition] [added: financial condition] and [removed: Results] [added: results] of [removed: Operations (“MD&A”) – Risk Factors,” such as:][added: operations](#if081efb06478462da09aec1b3f641b2c_58) | | | [9](#if081efb06478462da09aec1b3f641b2c_58) | | |]

- our risk management framework, [removed: models] [added: policies] and processes may not be effective in identifying or mitigating risk and reducing the potential for losses and any inadequacy or lapse in our risk management framework, [removed: models] [added: policies] and processes could expose us to unexpected losses that could materially adversely affect our results of operations or financial condition;

- a cybersecurity incident, or a failure in our computer systems, networks and information, or those of third parties, could result in the theft, [removed: loss,] disclosure, use or alteration of information, unauthorized access to or loss of information, or system or network failures.

- we are subject to extensive government rulemaking, policies, regulation and supervision [removed: that impact our operations.]

2 BNY [removed: Mellon]

- our strategic transactions present risks and uncertainties and could have an adverse effect on [removed: our business, financial condition and results of operations;]

- [removed: ESG] [added: sustainability] concerns, including [added: a focus on] climate [removed: change,] [added: change and diversity,] could adversely affect our business, affect client activity levels, subject us to additional regulatory requirements and damage our reputation;

- impacts from geopolitical events, acts of terrorism, [added: war,] natural disasters, the physical effects of climate change, pandemics and other similar events may have a negative impact on our business and operations;

Investors should not place undue reliance on any forward-looking statement and should consider all risk factors discussed in the Annual Report and any subsequent reports filed with the SEC by BNY [removed: Mellon] pursuant to the Exchange Act.

All forward-looking statements speak only as of the date on which such statements are made, and BNY [removed: Mellon] undertakes no obligation to update any statement to reflect events or circumstances after the date on which such forward-looking statement is made or to reflect the occurrence of unanticipated events.

BNY [removed: Mellon] 3

| Item 1. | | | Business | | | [removed: [5](#i2b5a5c8036304b1c8791ef2a2529ee9e_19)] [added: [5](#if081efb06478462da09aec1b3f641b2c_19)] | | |

| [Item [removed: 1A.](#i2b5a5c8036304b1c8791ef2a2529ee9e_31)] [added: 1A.](#if081efb06478462da09aec1b3f641b2c_31)] | | | [Risk [removed: factors](#i2b5a5c8036304b1c8791ef2a2529ee9e_31)] [added: factors](#if081efb06478462da09aec1b3f641b2c_31)] | | | [removed: [7](#i2b5a5c8036304b1c8791ef2a2529ee9e_31)] [added: [7](#if081efb06478462da09aec1b3f641b2c_31)] | | |

| [Item [removed: 1B.](#i2b5a5c8036304b1c8791ef2a2529ee9e_34)] [added: 1B.](#if081efb06478462da09aec1b3f641b2c_34)] | | | [Unresolved staff [removed: comments](#i2b5a5c8036304b1c8791ef2a2529ee9e_34)] [added: comments](#if081efb06478462da09aec1b3f641b2c_34)] | | | [removed: [7](#i2b5a5c8036304b1c8791ef2a2529ee9e_34)] [added: [7](#if081efb06478462da09aec1b3f641b2c_34)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_977)] [added: [7](#if081efb06478462da09aec1b3f641b2c_37)] | | |

| [Item [removed: 2.](#i2b5a5c8036304b1c8791ef2a2529ee9e_37)] [added: 2.](#if081efb06478462da09aec1b3f641b2c_40)] | | | [removed: [Properties](#i2b5a5c8036304b1c8791ef2a2529ee9e_37)] [added: [Properties](#if081efb06478462da09aec1b3f641b2c_40)] | | | [removed: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_37)] [added: [7](#if081efb06478462da09aec1b3f641b2c_40)] | | |

| [Item [removed: 3.](#i2b5a5c8036304b1c8791ef2a2529ee9e_40)] [added: 3.](#if081efb06478462da09aec1b3f641b2c_43)] | | | [Legal [removed: proceedings](#i2b5a5c8036304b1c8791ef2a2529ee9e_40)] [added: proceedings](#if081efb06478462da09aec1b3f641b2c_43)] | | | [removed: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_40)] [added: [8](#if081efb06478462da09aec1b3f641b2c_43)] | | |

| [Item [removed: 4.](#i2b5a5c8036304b1c8791ef2a2529ee9e_43)] [added: 4.](#if081efb06478462da09aec1b3f641b2c_46)] | | | [Mine safety [removed: disclosures](#i2b5a5c8036304b1c8791ef2a2529ee9e_43)] [added: disclosures](#if081efb06478462da09aec1b3f641b2c_46)] | | | [removed: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_43)] [added: [8](#if081efb06478462da09aec1b3f641b2c_46)] | | |

| [Item [removed: 5.](#i2b5a5c8036304b1c8791ef2a2529ee9e_49)] [added: 5.](#if081efb06478462da09aec1b3f641b2c_52)] | | | [Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#i2b5a5c8036304b1c8791ef2a2529ee9e_49)] [added: securities](#if081efb06478462da09aec1b3f641b2c_52)] | | | [removed: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_49)] [added: [9](#if081efb06478462da09aec1b3f641b2c_52)] | | |

| [Item [removed: 6.](#i2b5a5c8036304b1c8791ef2a2529ee9e_52)] [added: 6.](#if081efb06478462da09aec1b3f641b2c_55)] | | | [removed: [\[Reserved\]](#i2b5a5c8036304b1c8791ef2a2529ee9e_52)] [added: [\[Reserved\]](#if081efb06478462da09aec1b3f641b2c_55)] | | | [removed: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_52)] [added: [9](#if081efb06478462da09aec1b3f641b2c_55)] | | |

[removed: | [Item 7.](#i2b5a5c8036304b1c8791ef2a2529ee9e_55) | | | [Management’s discussion and analysis of] [added: our business,] financial condition and results of [removed: operations](#i2b5a5c8036304b1c8791ef2a2529ee9e_55) | | | [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_55) | | |][added: operations;]

| [Item [removed: 7A.](#i2b5a5c8036304b1c8791ef2a2529ee9e_58)] [added: 7A.](#if081efb06478462da09aec1b3f641b2c_61)] | | | [Quantitative and qualitative disclosures about market [removed: risk](#i2b5a5c8036304b1c8791ef2a2529ee9e_58)] [added: risk](#if081efb06478462da09aec1b3f641b2c_61)] | | | [removed: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_58)] [added: [9](#if081efb06478462da09aec1b3f641b2c_61)] | | |

| [Item [removed: 8.](#i2b5a5c8036304b1c8791ef2a2529ee9e_61)] [added: 8.](#if081efb06478462da09aec1b3f641b2c_64)] | | | [Financial statements and supplementary [removed: data](#i2b5a5c8036304b1c8791ef2a2529ee9e_61)] [added: data](#if081efb06478462da09aec1b3f641b2c_64)] | | | [removed: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_61)] [added: [9](#if081efb06478462da09aec1b3f641b2c_64)] | | |

| [Item [removed: 9.](#i2b5a5c8036304b1c8791ef2a2529ee9e_64)] [added: 9.](#if081efb06478462da09aec1b3f641b2c_67)] | | | [Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#i2b5a5c8036304b1c8791ef2a2529ee9e_64)] [added: disclosure](#if081efb06478462da09aec1b3f641b2c_67)] | | | [removed: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_64)] [added: [9](#if081efb06478462da09aec1b3f641b2c_67)] | | |

| [Item [removed: 9A.](#i2b5a5c8036304b1c8791ef2a2529ee9e_67)] [added: 9A.](#if081efb06478462da09aec1b3f641b2c_70)] | | | [Controls and [removed: procedures](#i2b5a5c8036304b1c8791ef2a2529ee9e_67)] [added: procedures](#if081efb06478462da09aec1b3f641b2c_70)] | | | [removed: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_67)] [added: [9](#if081efb06478462da09aec1b3f641b2c_70)] | | |

| [Item [removed: 9B.](#i2b5a5c8036304b1c8791ef2a2529ee9e_70)] [added: 9B.](#if081efb06478462da09aec1b3f641b2c_73)] | | | [Other [removed: information](#i2b5a5c8036304b1c8791ef2a2529ee9e_70)] [added: information](#if081efb06478462da09aec1b3f641b2c_73)] | | | [removed: [10](#i2b5a5c8036304b1c8791ef2a2529ee9e_70)] [added: [10](#if081efb06478462da09aec1b3f641b2c_73)] | | |

We may use our website, our LinkedIn accounts (e.g., www.linkedin.com/company/BNYglobal), our X accounts (e.g., @BNYglobal) and other social media channels as additional means of sharing information with the public.

The information shared through those channels may be considered to be material, and

we encourage investors, the media and others interested in BNY to review the business and financial information we post on our website and on our social media channels.

are based upon current beliefs and expectations of future events, many of which are, by their nature, difficult to predict, outside of our control and subject to change.

- limitations of the models we use to measure, monitor and manage risk could lead to unexpected losses and adverse business impacts;

- the development and use of artificial intelligence present risks and challenges that may adversely impact our business;

that impact our operations.

- we may not realize some or all of the expected benefits of our transition to a platforms operating model;

| [Index to exhibits](#if081efb06478462da09aec1b3f641b2c_106) | | | | | | [14](#if081efb06478462da09aec1b3f641b2c_106) | | |

| [Signatures](#if081efb06478462da09aec1b3f641b2c_109) | | | | | | [20](#if081efb06478462da09aec1b3f641b2c_109) | | |

- reform of interest rate benchmarks and the use of alternative reference rates by us and our clients could adversely affect our business, financial condition and results of operations;

| [Index to exhibits](#i2b5a5c8036304b1c8791ef2a2529ee9e_103) | | | | | | [14](#i2b5a5c8036304b1c8791ef2a2529ee9e_103) | | |

| [Signatures](#i2b5a5c8036304b1c8791ef2a2529ee9e_106) | | | | | | [20](#i2b5a5c8036304b1c8791ef2a2529ee9e_106) | | |

BNY Mellon 7

We have additional offices and commercial space in the U.S. and elsewhere in the Americas, primarily Brazil and Canada, which together consist of approximately [removed: 5.0] [added: 4.4] million square feet of leased and owned space.

In the EMEA region, we have offices that total approximately [removed: 1.3] [added: 1.1] million square feet of leased and owned space, and we have [removed: 1.4] [added: 1.8] million square feet of leased space in the APAC region.

[removed: In the preceding paragraphs, square footage figures do not include] excess space that has been vacated and/or subleased to third parties.

In the preceding paragraphs, square footage figures do not include

BNY 7

8 BNY [removed: Mellon]

31, [removed: 2024,] [added: 2025,] there were [removed: 21,154] [added: 19,981] holders of record of our common stock.

Our management, including the Chief Executive Officer and Chief Financial Officer, with participation by the members of the Disclosure Committee, has responsibility for ensuring that there is an adequate and effective process for establishing, maintaining, and evaluating disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in our SEC reports is timely recorded, processed, summarized and reported and that information required to be disclosed by BNY [removed: Mellon] is accumulated and communicated to [removed: BNY Mellon’s] [added: BNY’s] management to allow timely decisions regarding the required disclosure.

31, [removed: 2023,] [added: 2024,] an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.

BNY [removed: Mellon] 9

There have not been any changes in our internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act during the fourth quarter of [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 121] [added: 124] and [removed: 122] [added: 125] of the Annual Report, each of which is incorporated herein by reference.

(a) On Feb.

23, 2024, the Human Resources and Compensation Committee of the Board of Directors of The Bank of New York Mellon Corporation (the “Corporation”) amended and restated the Executive Severance Plan (the “ESP”), effective March 1, 2024.

The ESP maintains the same severance components and

formula.

Updates are to the “Pro-Rata Annual Incentive Award” that is provided under the ESP for the year of termination that is revised to include eligibility for a full pro-rated amount of such award (cash and deferred), to align the ESP’s definition of “Cause” with the definition for such term in the participant’s most recently granted equity award agreement, and to effectuate certain other changes.

The foregoing summary of the amendments is qualified in its entirety by reference to the amended and restated ESP, which is filed herewith as Exhibit 10.30 and incorporated herein by reference.

10 BNY [removed: Mellon]

The Code of Conduct applies to all employees of BNY [removed: Mellon] or an entity that is more than 50% owned by us, including our Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and Controller (principal accounting officer).

The [added: Directors’] Code of Conduct is posted on our [added: website at https://www.bny.com/content/dam/]

[added: The Code of Conduct is posted on our] website at [removed: https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/csr/employee-code-of-conduct.pdf.][added: https://www.bny.com/content/dam/bnymellon/documents/pdf/csr/employee-code-of-conduct.pdf.]

The Directors’ Code of Conduct applies to all directors of [removed: BNY Mellon.][added: BNY.]

[removed: The Directors’ Code of Conduct is posted on our website at https://www.bnymellon.com/content/dam/bnymellon/documents/pdf/investor-relations/directors-code-of-conduct.pdf.][added: bnymellon/documents/pdf/investor-relations/directors-code-of-conduct.pdf.]

[removed: INFORMATION] [added: *INFORMATION] ABOUT OUR EXECUTIVE [removed: OFFICERS][added: OFFICERS*]

| Catherine [added: M.] Keating | | | [removed: 62] [added: 63] | | | Ms. Keating has served as Senior Executive Vice President and Global Head of [removed: Wealth Management at] BNY [removed: Mellon] [added: Wealth] since July 2018. From February 2015 to June 2018, Ms. Keating was the Chief Executive Officer of Commonfund. | | |

| Jayee Koffey | | | [removed: 43] [added: 44] | | | Ms. Koffey has served as Senior Executive Vice President, Global Head of Enterprise Execution and Chief Corporate Affairs Officer [added: at BNY] since February 2023. [removed: Ms. Koffey] [added: She] served as Head of the Executive Office and Company Chief of Staff from August 2022 to February 2023. Previously, from 2011 to July 2022, Ms. Koffey worked at The Goldman Sachs Group, Inc., most recently as Chief Enterprise Risk Officer. | | |

| Senthil Kumar | | | [removed: 58] [added: 59] | | | Mr. Kumar has served as Senior Executive Vice President and Chief Risk Officer of BNY [removed: Mellon] since July 2019. Mr. Kumar served as Chief Risk Officer of the Institutional Clients Group at Citigroup Inc. from April 2014 to June 2019. | | |

| Kurtis R. Kurimsky | | | [removed: 50] [added: 51] | | | Mr. Kurimsky has served as Vice President and Controller of BNY [removed: Mellon] since July 2015. | | |

| J. Kevin McCarthy | | | [removed: 59] [added: 60] | | | Mr. McCarthy has served as Senior Executive Vice President and General Counsel of BNY [removed: Mellon] since April 2014. | | |

| Dermot McDonogh | | | [removed: 58] [added: 59] | | | Mr. McDonogh has served as Senior Executive Vice President [removed: of BNY Mellon] since October 2022 and as Chief Financial Officer of BNY [removed: Mellon] since February 2023. From 2015 to July 2022, Mr. McDonogh served as the Chief Operating Officer of the Europe, Middle East, and Africa region for Goldman Sachs International and as the Chief Executive Officer of Goldman Sachs International Bank. | | |

BNY [removed: Mellon] 11

| Robin Vince | | | [removed: 52] [added: 53] | | | Mr. Vince has served as President and Chief Executive Officer of BNY [removed: Mellon] since September 2022, and [added: served] as President and Chief Executive Officer-Elect from March 2022 until September 2022. Previously, Mr. Vince was Vice Chair and Chief Executive Officer of Global Market Infrastructure at BNY [removed: Mellon] since October 2020. From 1994 until September 2020, Mr. Vince worked at Goldman Sachs, most recently as Chief Risk Officer and a member of the Management Committee. | | |

*INSIDER TRADING POLICIES AND PROCEDURES*

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company’s securities by our directors, officers and employees, and by the Company itself.

We believe that these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our insider trading policies and procedures are filed as Exhibit 19.1 to this Form 10-K.

| Shannon Hobbs | | | 54 | | | Ms. Hobbs has served as Senior Executive Vice President and Chief People Officer of BNY since June 2024. Ms. Hobbs served as Chief People Officer at GEICO from March 2022 to May 2024; as Chief Human Resources Officer at American Century Investments from October 2020 to March 2022; and as Head of Talent at JPMorgan Chase from September 2009 to October 2020. | | |

| Jose Minaya | | | 53 | | | Mr. Minaya has served as BNY’s Global Head of BNY Investments and Wealth since September 2024. Previously, Mr. Minaya served as Chief Executive Officer of Nuveen, which he joined in 2017. | | |

| Roman Regelman | | | 52 | | | Mr. Regelman has served as Senior Executive Vice President and Global Head of Securities Services and Digital of BNY Mellon since April 2023. Mr. Regelman previously served as Chief Executive Officer of Asset Servicing, Issuer Services and Digital from April 2022 to April 2023 and Chief Executive Officer of Asset Servicing and Head of Digital from January 2020 to April 2022. From September 2018 to January 2020, Mr. Regelman served as Senior Executive Vice President and Head of Digital. | | |

| Hanneke Smits | | | 57 | | | Ms. Smits has served as Senior Executive Vice President and Global Head of Investment Management at BNY Mellon since October 2020 and served as the Chief Executive Officer of Newton Investment Management from August 2016 to September 2020. | | |

12 BNY [removed: Mellon]

| | | | Consolidated Income Statement | | | [removed: 124-125] [added: 127-128] | | |

| | | | Consolidated Comprehensive Income Statement | | | [removed: 126] [added: 129] | | |

| | | | Consolidated Balance Sheet | | | [removed: 127] [added: 130] | | |

| | | | Consolidated Statement of Cash Flows | | | [removed: 128] [added: 131] | | |

| | | | Consolidated Statement of Changes in Equity | | | [removed: 129-130] [added: 132-134] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: 131-203] [added: 135-209] | | |

| | | | Report of Independent Registered Public Accounting Firm | | | [removed: 204] [added: 210] | | |

BNY [removed: Mellon] 13

Pursuant to the rules and regulations of the SEC, BNY [removed: Mellon] has filed certain agreements as exhibits to this Form 10-K.

These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in [removed: BNY Mellon’s] [added: BNY’s] public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards that are different from what may be viewed as material to investors.

Accordingly, these representations and warranties may not describe [removed: BNY Mellon’s] [added: BNY’s] actual state of affairs at the date hereof and should not be relied upon.

| 3.1 | | | | | | | | | Restated Certificate of Incorporation of The Bank of New York Mellon Corporation. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 2, 2007, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312507147812/dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312507147812/dex31.htm)] | | |

| 3.2 | | | | | | | | | Certificate of Amendment to The Bank of New York Mellon Corporation’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 9, 2019. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on April 10, 2019, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312519101829/d708098dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312519101829/d708098dex31.htm)] | | |

| 3.3 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series A Noncumulative Preferred Stock, dated June 15, 2007. | | | | | | [Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 5, 2007, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312507150128/dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312507150128/dex41.htm)] | | |

| 3.4 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series F Noncumulative Perpetual Preferred Stock, dated July 29, 2016. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Aug. 1, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312516666580/d198504dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312516666580/d198504dex31.htm)] | | |

| 3.5 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series G Noncumulative Perpetual Preferred Stock, dated May 15, 2020. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on May 19, 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312520146157/d932020dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312520146157/d932020dex31.htm)] | | |

| 3.6 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series H Noncumulative Perpetual Preferred Stock, dated Nov. 2, 2020. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Nov. 3, 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312520284812/d93160dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312520284812/d93160dex31.htm)] | | |

| 3.7 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series I Noncumulative Perpetual Preferred Stock, dated Nov. 16, 2021. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Nov. 18, 2021, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312521333873/d267321dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312521333873/d267321dex31.htm)] | | |

14 BNY [removed: Mellon]

| 3.8 | | | | | | | | | Amended and Restated By-Laws of The Bank of New York Mellon Corporation, as amended and restated on Aug. 8, 2023. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Aug. 11, 2023, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312523210801/d520262dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312523210801/d520262dex31.htm)] | | |

| 4.1 | | | | | | | | | None of the instruments defining the rights of holders of long-term debt of the Parent or any of its subsidiaries represented long-term debt in excess of 10% of the total assets of the Company as of Dec. 31, [removed: 2023.] [added: 2024.] The Company hereby agrees to furnish to the Commission, upon request, a copy of any such instrument. | | | | | | N/A | | |

| 4.2 | | | | | | | | | Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | | | | | [removed: [Filed](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex42x4q23.htm) [herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex42x4q23.htm)] [added: [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077725000046/form10-k_ex42x4q24.htm)] | | |

| 10.1 | | | * | | | | | | Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | | | | | | [Previously filed as Exhibit 10(s) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 1993, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)[ ](https://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)] | | |

| 10.2 | | | * | | | | | | Amendment effective as of Nov. 8, 1994 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | | | | | | [Previously filed as Exhibit 10(z) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 1994, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)[ ](https://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)] | | |

| 10.3 | | | * | | | | | | Amendment effective Feb. 11, 1997 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | | | | | | [Previously filed as Exhibit 10(j) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 1996, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)[ ](https://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)] | | |

| 10.4 | | | * | | | | | | Amendment to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. effective as of July 11, 2000. | | | | | | [Previously filed as Exhibit 10(d) to The Bank of New York Company, Inc.’s Quarterly Report on Form 10-Q (File No. 001-06152) for the quarter ended Sept. 30, 2000, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)[ ](https://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)] | | |

| 10.5 | | | * | | | | | | Amendment effective as of Nov. 12, 2002 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | | | | | | [Previously filed as Exhibit 10(yy) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 2003, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)[ ](http://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)[ ](https://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)] | | |

| 10.6 | | | * | | | | | | The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, effective Jan. 1, 2008. | | | | | | [Previously filed as Exhibit 10.71 to the Company’s Annual Report on Form 10-K (File No. 000-52710) for the year ended Dec. 31, 2007, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)[ ](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)[ ](https://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)] | | |

BNY [removed: Mellon] 15

| 10.7 | | | * | | | | | | The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees. | | | | | | [Previously filed as Exhibit 4.4 to the Company’s Form S-8 (File No. 333-149473) filed on Feb. 29, 2008, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508043643/dex44.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312508043643/dex44.htm)] | | |

| 10.8 | | | * | | | | | | Form of Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors of The Bank of New York Mellon Corporation. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 000-52710) for the quarter ended June 30, 2008, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508171298/dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312508171298/dex101.htm)] | | |

| 10.9 | | | * | | | | | | The Bank of New York Mellon Corporation Policy Regarding Shareholder Approval of Future Senior Officers Severance Arrangements, effective July 12, 2010. | | | | | | [Previously filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 16, 2010, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312510160269/dex993.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312510160269/dex993.htm)] | | |

| 10.10 | | | * | | | | | | The Bank of New York Mellon Corporation Defined Contribution IRC 401(a)(17) Plan (as amended and restated). | | | | | | [Previously filed as Exhibit 10.69 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2015, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1069.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1069.htm)] | | |

| 10.11 | | | * | | | | | | Form of Amended and Restated Indemnification Agreement with Directors of The Bank of New York Mellon Corporation. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2016, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex101.htm)] | | |

| [removed: 10.12] [added: 10.14] | | | * | | | | | | [removed: Form of Amended and Restated Indemnification Agreement with Executive Officers of] The Bank of New York Mellon [removed: Corporation.] [added: Corporation 2019 Executive Incentive Compensation Plan.] | | | | | | [Previously filed as Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June] [added: Sept.] 30, [removed: 2016,] [added: 2019,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077719000104/form10-qex1013q19.htm)] | | |

| [removed: 10.13] [added: 10.12] | | | * | | | | | | The Bank of New York Mellon Corporation Executive Severance Plan, as amended on Feb. 12, 2018. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Feb. 13, 2018, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312518042628/d390076dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312518042628/d390076dex101.htm)] | | |

| [removed: 10.14] [added: 10.13] | | | * | | | | | | The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan. | | | | | | [Previously filed as Annex C to the Company’s [removed: definitive] [added: Definitive] Proxy Statement on Schedule 14A filed on March 8, 2019 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312519069151/d638623ddef14a.htm#toc638623_34)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000119312519069151/d638623ddef14a.htm#toc638623_34)] | | |

| [removed: 10.15] [added: 10.19] | | | * | | | | | | [removed: The Bank] [added: 2022 Form] of [removed: New York Mellon Corporation 2019 Executive Incentive Compensation Plan.] [added: Restricted Stock Unit Agreement.] | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, [removed: 2019,] [added: 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000104/form10-qex1013q19.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex101x3q22.htm)] | | |

| 10.16 | | | * | | | | | | [removed: 2020] [added: 2021] Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: Sept.] [added: June] 30, [removed: 2020,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1013q20.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex102x2q21.htm)] | | |

| 10.17 | | | * | | | | | | [removed: 2020] [added: 2021] Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: Sept.] [added: June] 30, [removed: 2020,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1023q20.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex101x2q21.htm)] | | |

16 BNY [removed: Mellon]

| [removed: 10.18] [added: 10.15] | | | * | | | | | | Letter Agreement, dated Aug. 19, 2020, between The Bank of New York Mellon Corporation and Robin Vince. | | | | | | [Previously filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2020, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000037/form10-k_ex1049x4q20.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077721000037/form10-k_ex1049x4q20.htm)] | | |

| [removed: 10.19] [added: 10.18] | | | * | | | | | | [removed: 2021] [added: 2022] Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June] [added: Sept.] 30, [removed: 2021,] [added: 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex102x2q21.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex102x3q22.htm)] | | |

| [removed: 10.20] [added: 10.24] | | | * | | | | | | [removed: 2021] [added: 2023] Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June 30, 2021,] [added: March 31, 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex101x2q21.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000046/form10-q_ex101x1q23.htm)] | | |

| [removed: 10.21] [added: 10.23] | | | * | | | | | | [removed: 2022] [added: 2023] Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: Sept. 30, 2022,] [added: March. 31, 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex102x3q22.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000046/form10-q_ex102x1q23.htm)] | | |

| [removed: 10.22] [added: 10.26] | | | * | | | | | | [removed: 2022] [added: 2024] Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit [removed: 10.1] [added: 10.29] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] (File No. 001-35651) for the [removed: quarter] [added: year] ended [removed: Sept. 30, 2022,] [added: Dec. 31, 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex101x3q22.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1029x4q23.htm)] | | |

| [removed: 10.23] [added: 10.20] | | | * | | | | | | Amendment, dated Aug. 30, 2022, to Letter Agreement between The Bank of New York Mellon Corporation and Robin Vince. | | | | | | [Previously filed as Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[42](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [to] [added: 10.42 to] the [removed: Company’s](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [Annual](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [Report] [added: Company’s Annual Report] on Form [removed: 10-](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[K](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [(File] [added: 10-K (File] No. 001-35651) for [removed: the](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [year](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [ended](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [Dec](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[. 3](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[1](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[,] [added: the year ended Dec. 31,] 2022, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)] | | |

| 19.1 | | | | | | | | | Insider Trading Policies and Procedures. | | | | | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077725000046/form10-k_ex191x4q24.htm) | | |

| 97.1 | | | | | | | | | Recovery of Erroneously Awarded Incentive-Based Compensation Policy. | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex971x4q23.htm)[iled herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex971x4q23.htm) | | |