Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
BNY 13
| INDEX TO EXHIBITS | ||
Pursuant to the rules and regulations of the SEC, BNY has filed certain agreements as exhibits to this Form 10-K. These agreements may contain representations and warranties by the parties to such agreements. 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 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 BNY’s actual state of affairs at the date hereof and should not be relied upon.
| Exhibit | Description | Method of Filing | |||||||||||||||
| 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) on July 2, 2007, and incorporated herein by reference. | |||||||||||||||
| 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) on April 10, 2019, and incorporated herein by reference. | |||||||||||||||
| 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) on July 5, 2007, and incorporated herein by reference. | |||||||||||||||
| 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) on Aug. 1, 2016, and incorporated herein by reference. | |||||||||||||||
| 3.5 | 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) on Nov. 3, 2020 and incorporated herein by reference. | |||||||||||||||
| 3.6 | 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) on Nov. 18, 2021, and incorporated herein by reference. | |||||||||||||||
| 3.7 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series J Noncumulative Perpetual Preferred Stock, dated March 7, 2025. | Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) on March 10, 2025, and incorporated herein by reference. | |||||||||||||||
| 3.8 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series K Noncumulative Perpetual Preferred Stock, dated March 13, 2025. | Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) on March 14, 2025, and incorporated herein by reference. | |||||||||||||||
| 3.9 | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series L Noncumulative Perpetual Preferred Stock, dated Sept. 9, 2025. | Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) on Sept. 10, 2025, and incorporated herein by reference. |
14 BNY
| INDEX TO EXHIBITS (continued) | ||
BNY 15
| INDEX TO EXHIBITS (continued) | ||
16 BNY
| INDEX TO EXHIBITS (continued) | ||
BNY 17
| INDEX TO EXHIBITS (continued) | ||
| Exhibit | Description | Method of Filing | |||||||||||||||
| 10.31 | * | The Bank of New York Mellon Corporation 2026 Executive Incentive Compensation Plan. | Filed herewith. | ||||||||||||||
| 10.32 | * | The Bank of New York Mellon Corporation Executive Severance Plan, as amended and restated effective March 1, 2026. | Filed herewith. | ||||||||||||||
| 13.1 | All portions of The Bank of New York Mellon Corporation 2025 Annual Report to Shareholders that are incorporated herein by reference. The remaining portions are furnished for the information of the SEC and are not “filed” as part of this filing. | Filed and furnished herewith. | |||||||||||||||
| 19.1 | Insider Trading Policies and Procedures. | Filed herewith. | |||||||||||||||
| 21.1 | Primary subsidiaries of the Company. | Filed herewith. | |||||||||||||||
| 22.1 | Subsidiary Issuer of Guaranteed Securities. | Previously filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended March 31, 2021, and incorporated herein by reference. | |||||||||||||||
| 23.1 | Consent of KPMG LLP. | Filed herewith. | |||||||||||||||
| 24.1 | Power of Attorney. | Filed herewith. | |||||||||||||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |||||||||||||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | |||||||||||||||
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | |||||||||||||||
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | |||||||||||||||
| 97.1 | Recovery of Erroneously Awarded Incentive-Based Compensation Policy. | Previously filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2023, and incorporated herein by reference. |
18 BNY
| INDEX TO EXHIBITS (continued) | ||
| Exhibit | Description | Method of Filing | |||||||||||||||
| 101.INS | Inline XBRL Instance Document. | This instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed herewith. | |||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith. | |||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith. | |||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith. | |||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith. | |||||||||||||||
| 104 | The cover page of The Bank of New York Mellon Corporation’s Annual Report on Form 10-K for the year ended Dec. 31, 2025, formatted in inline XBRL. | The cover page interactive data file is embedded within the inline XBRL document and included in Exhibit 101. | |||||||||||||||
| * Management contract or compensatory plan, contract or arrangement. |
BNY 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, BNY has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Bank of New York Mellon Corporation | ||||||||
| By: | /s/ Robin Vince | |||||||
| Robin Vince | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| DATED: February 25, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of BNY and in the capacities and on the date indicated.
| Signature | Capacities | |||||||||||||
| By: | /s/ Robin Vince | Director and Principal Executive Officer | ||||||||||||
| Robin Vince | ||||||||||||||
| Chairman and Chief Executive Officer | ||||||||||||||
| By: | /s/ Dermot McDonogh | Principal Financial Officer | ||||||||||||
| Dermot McDonogh | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| By: | /s/ Kurtis R. Kurimsky | Principal Accounting Officer | ||||||||||||
| Kurtis R. Kurimsky | ||||||||||||||
| Corporate Controller | ||||||||||||||
| Linda Z. Cook; Joseph J. Echevarria; M. Amy Gilliland; Jeffrey A. Goldstein; K. Guru Gowrappan; Ralph Izzo; Charles F. Lowrey; Sandra E. O’Connor; Elizabeth E. Robinson; Rakefet Russak-Aminoach; Alfred W. Zollar | Directors | |||||||||||||
| By: | /s/ J. Kevin McCarthy | DATED: February 25, 2026 | ||||||||||||
| J. Kevin McCarthy | ||||||||||||||
| Attorney-in-fact |
20 BNY
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