Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
Filed Aug 7, 2026Accepted Aug 7, 2026, 4:06 PM EDTCIK 93751Accession 0001193125-26-340238
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Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 6, 2026, State Street Corporation (“State Street”) filed Articles of Amendment with the Secretary of the Commonwealth of the Commonwealth of Massachusetts for the purpose of amending its Articles of Organization to fix the designations, preferences, limitations and relative rights of its Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series L, without par value per share, with a liquidation preference of $100,000 per share (the “Preferred Stock”). A copy of the Articles of Amendment is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On August 5, 2026, State Street entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein. The Underwriting Agreement relates to the issue and sale by State Street of 500,000 depositary shares (the “Depositary Shares”), each representing a 1/100th ownership interest in a share of Preferred Stock created pursuant to the Articles of Amendment described under Item 5.03 above, in an underwritten public offering described below.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The public offering of the Depositary Shares by State Street is contemplated by the Underwriting Agreement and is made pursuant to a Registration Statement on Form S-3 (File No. 333-288196), filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2025, a preliminary prospectus supplement, filed with the SEC on August 5, 2026, and a prospectus supplement, filed with the SEC on August 6, 2026. The offering was priced at $1,000 per Depositary Share. State Street expects to receive net proceeds from the offering of the Depositary Shares of approximately $495.7 million, after deducting the underwriting discount and estimated offering expenses.
In connection with the issuance of the Depositary Shares, State Street expects to enter into a deposit agreement (the “Deposit Agreement”) with Equiniti Trust Company, LLC (as depositary) and the holders from time to time of depositary receipts that will evidence the Depositary Shares. The Deposit Agreement will be filed at a later date.
Filed exhibits (2)
EX-4.1 (by filename) d160462dex41.htm
EX-4.1
3
d160462dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
FORM MUST BE TYPED Articles of Amendment FORM MUST BE TYPED
(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)
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(1) Exact name of corporation: State Street Corporation
(2) Registered office address: 155 Federal Street, Suite 700, Boston, MA
02110
(number, street, city or town, state, zip code)
(3) These articles of amendment affect article(s): III,
IV
(specify the number(s) of article(s) being amended (I-VI))
(4) Date adopted: August 6,
2026
(month, day, year)
(5) Approved by:
(check appropriate box)
the incorporators.
the board of directors without shareholder approval and shareholder approval was not required.
the board of directors and the shareholders in the manner required by law and the articles of organization.…