BNY Retires Series F Preferred Designations in Delaware Filing
Bank of New York Mellon has struck its Series F preferred designations from its charter in Delaware after redeeming the shares in full, tidying a capital stack that has been steadily simplified.
Bank of New York Mellon filed a Certificate of Elimination with the Delaware Secretary of State removing the designations of its Series F Preferred Stock after redeeming all outstanding Series F shares.
Bank of New York Mellon (BK) has closed the book on one slice of its preferred stock. The bank filed a Certificate of Elimination with the Delaware Secretary of State striking the designations of its Series F Preferred Stock, a step that follows the full redemption of every Series F share that remained outstanding.
The filing is administrative rather than strategic, but it is the formal end point of a decision the bank already made when it called the shares. Once a series of preferred is redeemed in full, the designations sitting in the charter describe a security that no longer exists. Eliminating them returns those shares to the pool of authorized but undesignated preferred stock the board can use again later, under whatever terms the next market allows.
What a Certificate of Elimination actually does
Preferred stock at a large bank holding company is not created by a shareholder vote each time. The charter authorizes a block of preferred shares, and the board designates tranches out of that block — Series A, Series D, Series F and so on — each with its own dividend rate, call date, liquidation preference and voting terms. Those terms live in a certificate of designations filed in the state of incorporation, which for Bank of New York Mellon is Delaware.
A Certificate of Elimination is the reverse operation. It tells the state that the series has been retired and no shares of it are outstanding or can be reissued under those terms. The shares revert to undesignated status. Nothing changes for common shareholders, no cash moves on the filing date, and no creditor position shifts. The cash event already happened at redemption, when holders received their liquidation preference plus any accrued dividends.
The detail matters for anyone reading the bank's capital disclosures. After a filing like this, the Series F line simply disappears from the preferred stock table in subsequent reports. Investors comparing quarter to quarter should expect the count of outstanding series to shrink rather than treat the absence as a reporting change.
Where preferred sits in a bank's capital stack
Non-cumulative perpetual preferred stock is the workhorse of additional Tier 1 capital at U.S. bank holding companies. It absorbs losses ahead of debt, ranks behind all debt and ahead of common equity in a wind-up, and pays a fixed or fixed-to-floating dividend that the board can skip without triggering default. Regulators count it toward Tier 1 because of exactly those features.
Banks redeem a series when the cost of carrying it stops making sense — typically once the issue passes its first call date and, if it is a fixed-to-floating structure, begins to reset off a benchmark rate. At that point the coupon is no longer locked, and the issuer can either refinance into a new series at a rate it prefers or retire the capital outright if it has enough Tier 1 headroom without it.
Which of those two paths Bank of New York Mellon took with the cash freed by the Series F redemption is the question that determines whether this is a capital-return story or purely a refinancing one. The filing itself, reported by GuruFocus, records the elimination, not the funding decision behind it. The issue size and dividend rate of the retired series were not disclosed in the filing notice, so the annual dividend saving cannot be pinned down from this document alone; the bank's next capital disclosure is where that arithmetic will show up.
The shares during a soft session for the market
The filing itself, reported by GuruFocus, records the elimination, not the funding decision behind it.
Bank of New York Mellon's quoted price was moving lower as the news circulated. The BK line last traded at 150.17, down 2.42% on the day from a prior close of 153.89, with a session range of 148.88 to 153.29, as of 14:14 GMT on Wednesday, 23 September 2026. Quotes carried under the BNY symbol showed 151.92, up 1.17%, on a session range of 149.46 to 151.91.
The backdrop was soft across the board. The S&P 500 tracker (SPY) was at $769.58, off 0.49%, and the Nasdaq 100 tracker (QQQ) at $740.09, down 0.99%. The Dow 30 tracker (DIA) was close to flat at $517.55, a decline of 0.09%. On the BK quote, that is roughly 1.93 percentage points of underperformance against the S&P 500 tracker on the session — a gap driven by whatever else was moving the large-cap custody and trust complex that morning, not by a charter amendment. Preferred eliminations do not move common stock; they are among the most predictable filings a bank makes.
What to look for next in BNY's capital disclosures
Three things are worth tracking from here.
- Replacement issuance. If the bank comes to market with a new series of perpetual preferred in the months after a redemption, the Series F retirement was a refinancing. If it does not, the bank was running Tier 1 capital it no longer needed.
- The preferred table. The next quarterly filing will show the remaining series and the aggregate preferred balance. That is the cleanest read on how much of the capital stack has been rebuilt at current rates versus legacy coupons.
- Preferred dividends in the income statement. Redeeming a series removes a recurring charge that sits between net income and income available to common shareholders. A smaller preferred dividend line is mechanically supportive of earnings per share, all else equal.
Large U.S. banks have spent the period since their post-crisis preferred issuance waves steadily rotating out of older, higher-coupon tranches as call dates arrive. Each retirement produces exactly this sequence: a redemption notice, cash to holders, and then a quiet Delaware filing closing out the paperwork. The Series F elimination is the third step of that sequence, and the least eventful one.
For common shareholders, the practical takeaway is narrow. The capital structure is one series simpler, the board has recovered authorized preferred capacity it can redesignate on future terms, and the recurring preferred dividend burden is lighter by whatever the Series F coupon was costing. None of that is a catalyst. It is housekeeping — but housekeeping that tells you the bank is managing its funding stack actively rather than letting legacy coupons run.
Key facts
- Filing: Certificate of Elimination, Delaware Secretary of State, for Series F Preferred Stock
- Trigger: Full redemption of all outstanding Series F preferred shares
- BK share price: 150.17, -2.42%, as of 14:14 GMT, 23 Sep 2026
- Market backdrop: S&P 500 tracker SPY $769.58 (-0.49%) at the same time
Frequently asked questions
What did Bank of New York Mellon actually file?
The bank filed a Certificate of Elimination with the Delaware Secretary of State removing the designations of its Series F Preferred Stock. The filing followed the full redemption of all outstanding Series F preferred shares. It is a charter housekeeping document that confirms the series no longer exists and cannot be reissued on its original terms.
Does a Certificate of Elimination cost shareholders anything?
No. The cash event occurred earlier, at redemption, when preferred holders received their liquidation preference plus accrued dividends. The elimination filing itself moves no money. It returns the shares to the pool of authorized but undesignated preferred stock, which the board can later redesignate with new terms if it chooses to issue again.
Why do banks redeem preferred stock?
Preferred issues typically become callable after a set period, and fixed-to-floating structures begin resetting against a benchmark rate at that point. Banks redeem when the carrying cost stops making sense, either refinancing into a new series at more favorable terms or retiring the capital outright if they hold enough Tier 1 headroom without it.
How does preferred stock affect earnings per share?
Preferred dividends are subtracted from net income to arrive at income available to common shareholders. Retiring a series removes that recurring charge, which mechanically supports earnings per share if nothing else changes. The size of the effect depends on the issue's dividend rate and outstanding amount, which this particular filing did not disclose.
How were the shares trading when the filing surfaced?
The BK quote last traded at 150.17, down 2.42% from a prior close of 153.89, with a session range of 148.88 to 153.29, as of 14:14 GMT on 23 September 2026. Quotes under the BNY symbol showed 151.92, up 1.17%. The broader market was soft, with the S&P 500 tracker down 0.49%.
What should investors watch next?
Three items: whether the bank issues a replacement series of perpetual preferred, which would mark this as a refinancing rather than a capital reduction; the preferred stock table in the next quarterly filing, showing remaining series and aggregate balance; and the preferred dividend line in the income statement, which should be lighter going forward.
