Filed Pursuant to Rule 433
Registration Statement No. 333-261575
THE BANK OF NEW YORK MELLON CORPORATION
$1,500,000,000 4.947% FIXED RATE / FLOATING RATE CALLABLE SENIOR NOTES DUE 2027
April 19, 2023
ISSUER: THE BANK
OF NEW YORK MELLON CORPORATION
SECURITIES: SENIOR MEDIUM-TERM NOTES, SERIES J
EXPECTED RATINGS (MOODYS / S&P / FITCH / DBRS)*: A1 (STABLE) / A (STABLE) / AA- (STABLE) / AA (STABLE)
LEGAL FORMAT: SEC-REGISTERED
MATURITY DATE:
APRIL 26, 2027
TRADE DATE: APRIL 19, 2023
SETTLEMENT DATE: APRIL 26, 2023 (T+5) **
REDEMPTION
COMMENCEMENT DATE: MARCH 25, 2027
OPTIONAL REDEMPTION DATE: APRIL 26, 2026
FIXED INTEREST RATE: 4.947% PER ANNUM
FIXED RATE PERIOD
INTEREST: THE NOTES WILL BEAR INTEREST FROM APRIL 26, 2023 TO, BUT EXCLUDING, APRIL 26, 2026 (THE FIXED RATE PERIOD), AT THE FIXED INTEREST RATE
FLOATING RATE INTEREST RATE: COMPOUNDED SOFR, AS DETERMINED IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THE PROSPECTUS AND PROSPECTUS SUPPLEMENT, PLUS
THE SPREAD. IN NO EVENT WILL THE INTEREST RATE FOR ANY INTEREST PERIOD, AS DEFINED IN THE PROSPECTUS SUPPLEMENT, BE LESS THAN THE MINIMUM INTEREST RATE.
FLOATING RATE PERIOD INTEREST: THE NOTES WILL BEAR INTEREST FROM, AND INCLUDING, APRIL 26, 2026, TO BUT EXCLUDING THE EARLIER OF THE MATURITY DATE
OR A REDEMPTION DATE, AS APPLICABLE (THE FLOATING RATE PERIOD), AT THE FLOATING RATE INTEREST RATE
INTEREST PAYMENT DATES: WITH RESPECT
TO THE FIXED RATE PERIOD, INTEREST PAYS SEMI-ANNUALLY ON THE TWENTY-SIXTH OF APRIL AND OCTOBER OF EACH YEAR, COMMENCING ON OCTOBER 26, 2023 AND ENDING ON APRIL 26, 2026. WITH RESPECT TO THE FLOATING RATE PERIOD, INTEREST PAYS QUARTERLY ON
THE TWENTY-SIXTH OF JANUARY, APRIL, JULY AND OCTOBER OF EACH YEAR, COMMENCING ON JULY 26, 2026, AND ENDING ON THE EARLIER OF THE MATURITY DATE OR A REDEMPTION DATE, AS APPLICABLE
REDEMPTION PRICE: 100% OF THE PRINCIPAL AMOUNT OF THE NOTES REDEEMED
REDEMPTION TERMS: REDEEMABLE (I) IN WHOLE, BUT NOT IN PART, ON THE OPTIONAL REDEMPTION DATE, OR (II) IN WHOLE OR IN PART ON OR AFTER THE
REDEMPTION COMMENCEMENT DATE, IN EACH CASE AT THE OPTION OF THE ISSUER AND AT THE REDEMPTION PRICE, PLUS ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF REDEMPTION. THE BANK OF NEW YORK MELLON CORPORATION SHALL PROVIDE AT LEAST 5 AND NOT MORE
THAN 30 CALENDAR DAYS NOTICE OF REDEMPTION TO THE REGISTERED HOLDERS OF THE NOTES.
DAY COUNT CONVENTION: WITH RESPECT TO THE FIXED RATE PERIOD,
30/360; WITH RESPECT TO THE FLOATING RATE PERIOD, ACTUAL/360
BUSINESS DAY CONVENTION: WITH RESPECT TO THE FIXED RATE PERIOD, INCLUDING THE INTEREST
PAYMENT DATE OCCURRING ON APRIL 26, 2026, 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 ON THE 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 APRIL 26, 2026, MODIFIED FOLLOWING, ADJUSTED. IF ANY
INTEREST PAYMENT DATE WITH RESPECT TO FLOATING RATE PERIOD 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 APPLICABLE), SUCH INTEREST PAYMENT DATE WILL
BE POSTPONED TO THE FOLLOWING BUSINESS DAY, EXCEPT THAT, IF THE NEXT BUSINESS DAY WOULD FALL IN THE NEXT CALENDAR MONTH, THE INTEREST PAYMENT DATE WILL BE THE IMMEDIATELY PRECEDING BUSINESS DAY. IF THE MATURITY DATE OR A REDEMPTION DATE, IF
APPLICABLE, FALLS ON A DAY THAT IS NOT A BUSINESS DAY, THE PAYMENT OF PRINCIPAL AND INTEREST WILL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND NO ADDITIONAL INTEREST WILL ACCRUE FROM AND AFTER THE MATURITY DATE OR REDEMPTION DATE, AS APPLICABLE.
PRINCIPAL AMOUNT: $1,500,000,000
PRICE TO PUBLIC:
100.000% OF PRINCIPAL AMOUNT PLUS ACCRUED INTEREST, IF ANY, FROM APRIL 26, 2023
NET PROCEEDS (BEFORE EXPENSES) TO ISSUER: $1,497,750,000
FIXED RATE BENCHMARK TREASURY: UST 3.750% DUE APRIL 15, 2026
FIXED RATE BENCHMARK TREASURY YIELD: 3.977%
FIXED RATE
SPREAD TO BENCHMARK TREASURY: +97 BASIS POINTS
FLOATING RATE BASE RATE OR BENCHMARK: COMPOUNDED SOFR
FLOATING RATE SPREAD: +102.6 BASIS POINTS
FLOATING RATE
MINIMUM INTEREST RATE: 0%
RE-OFFER YIELD: 4.947%
DENOMINATIONS: $1,000 X $1,000
LISTING: NONE
CUSIP/ISIN: 06406RBQ9 / US06406RBQ92