[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_100":101},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","ldnfgfxiahyx48gfjnihdbxw6","revision",2,"title","State Street计划发行7.5亿美元2037年到期固定转浮动利率高级票据","originalTitle","STATE STREET CORP (0000093751) (Filer)","summary","State Street计划发行本金总额7.5亿美元、2037年10月20日到期的固定转浮动利率高级票据。票据自2026年10月20日至2036年10月20日按5.963%的年利率计息，每半年付息；此后按SOFR加1.220%计息，每季度付息。","reason","材料披露了State Street拟发行的高级票据条款及相关利率、偿付和流动性风险，说明其融资安排与债务持有人风险。","source",{"_12":91,"_92":93,"_9":94,"_95":42,"_96":97,"_98":99},"links",{"_88":89,"_78":90},"publishedAt","2026-10-16T20:24:40.000Z","discoveredAt","2026-10-16T23:21:09.923Z","timelineAt","category","ai-products","tags",[84,85,86,87],"stockSymbols",[83],"score",70,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fIG-xgpLkaSg",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","559e9562-27ca-41fc-93e7-94aaca3b2ab8","State Street发行7.5亿美元票据",{"_73":74,"_16":75},"

债券将于2037年10月20日到期。债券将从2026年10月20日（含）起至2036年10月20日（不含）止，按年固定利率5.963%计息，每年4月20日和10月20日按期支付利息，首次支付将于2027年4月20日进行。从2036年10月20日（含）起，债券将根据说明书补充文件中描述的特定公式，参考每日复利的担保隔夜融资利率（“SOFR”）加上1.220%的利差，在每季度利息支付期内按季度计息，按期支付利息。\n

我们有权在2036年10月20日整日，但不得部分，以等于债券本金金额的100%加上截至但不包括赎回日的应付未付利息（如有）的价格赎回债券。详见“债券描述—选择性赎回”。\n

同时，道富银行和信托公司（“道富银行”），我们的主要银行子公司，启动了（“道富银行发行”）2028年浮动利率高级债券和5.147%的2028年高级债券（“道富银行债券”）的发行，该发行根据《1933年证券法》（经修订）第3(a)(2)条的规定，免于SEC注册（“证券法”）。本次发行的交割不以道富银行发行的交割为条件，道富银行发行的交割也不以本次发行的交割为条件。我们不能保证道富银行发行会按照上述条款或任何条款完成。道富银行发行仅通过单独的发行说明书进行。本说明书补充文件和附带的说明书并非，也不应被解释为出售或购买任何道富银行债券的要约。\n

债券没有偿债基金。债券是无担保的，并将与道富的所有现有和未来无担保高级债务处于同等地位。\n

债券不是银行存款，也不受联邦存款保险公司（“FDIC”）或其他政府机构的保险，也不是银行的义务或担保。

投资债券涉及风险。详见第S-13页开始的“风险因素”。

证券交易委员会（“SEC”）、任何州证券委员会、FDIC或任何其他监管机构均未批准或否决这些证券，也未确定本说明书补充文件或附带的说明书是否真实或完整。任何与此相反的陈述都是刑事犯罪。

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	每张债券			总计
公开发行价格⁽¹⁾		100.000	%		$	750,000,000

承销折扣		0.400	%		$	3,000,000

扣除费用前，道富集团的收益⁽¹⁾		99.600	%		$	747,000,000

\n\n\n

(1)	加上从2026年10月20日起的应付利息（如有），如果结算发生在该日期之后。\n

这些票据不会在任何证券交易所上市。目前，这些票据没有公开交易市场。承销商预计将在2026年10月20日左右，仅通过美国存管信托公司（“DTC”）及其直接参与者的设施（包括作为欧洲清算系统运营商的欧洲清算银行SA/NV，以及Clearstream Banking S.A.）以簿记方式交付给购买者。

联合主承销商

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高盛公司		摩根士丹利		加拿大丰业银行		多伦多道明证券

联合承销商

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CastleOak证券，有限公司		德勤汉升		独立点证券		米什勒美瑞沃

本招股说明书补充文件的日期是2026年10月15日。


关于本招股说明书			1
您可在何处找到更多信息			2
引用纳入			3
前瞻性声明			4
风险因素			5
道富公司			6
募集资金的使用			7
债务证券的描述			8
优先股的描述			20
存款凭证的描述			25
普通股的描述			28
购买合同的描述			31
单位的描述			32
认股权证的描述			33
证券的形式			34
发行计划			36
法律事项			39
专家			39

本文件由两部分组成。第一部分是本招股说明书补充文件，它描述了本次发行的具体条款。第二部分是随附的招股说明书，它描述了更多一般性信息，其中一些可能不适用于本次发行。您应一起阅读本招股说明书补充文件和随附的招股说明书，并结合第S-48页“您可在何处找到更多信息”标题下描述的其他信息。

在本招股说明书补充文件中，“道富”、“我们”、“我们的”、“我们的”和“我们”指的是道富公司，这是一家总部位于马萨诸塞州波士顿的银行控股公司，根据《1956年银行控股公司法》选择作为金融控股公司进行管理，以及其子公司合并报表，除非上下文另有要求。提到“道富银行”指的是道富银行和信托公司，道富公司的主要银行子公司。如果本招股说明书补充文件中的信息与随附招股说明书中的信息有任何不同，请以本招股说明书补充文件中的信息为准。

本招股说明书补充文件中的货币金额以美元表示。

我们仅对本招股说明书补充文件中包含或通过引用纳入的资料，以及随附的招股说明书或我们授权向您提供的自由文本招股说明书中的信息负责。本招股说明书补充文件和随附的招股说明书仅可用于其准备时的目的。未经允许，无人有权向您提供本招股说明书补充文件、随附的招股说明书、任何相关自由文本招股说明书以及本招股说明书补充文件中引用的文件中所含信息以外的任何信息。我们以及承销商均未授权任何人向您提供其他信息。我们以及承销商不对他人向您提供的任何其他信息负责。

我们以及承销商均未在任何禁止此类出售或要约的司法管辖区发出出售这些证券的要约。您不应假定本招股说明书补充文件、随附的招股说明书、任何相关自由文本招股说明书或任何引用文件中的信息在除适用文件日期以外的任何日期都是准确的。自该日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。本招股说明书补充文件和随附的招股说明书不构成我们或承销商的要约，或邀请任何人认购或购买任何证券，且不得在任何未获授权或向任何人作出此类要约或邀请属非法的司法管辖区使用或与之相关。

S-1

本招股说明书补充文件、随附的招股说明书以及此处引用的文件可能包含被视为“前瞻性声明”的内容，根据美国证券法的定义，包括有关我们的业务、财务和资本状况、经营成果、战略、成本节约和转型计划、投资组合表现、股息和股票购买计划、收购、法律诉讼结果、市场增长、合资企业和剥离、客户增长、新技术、服务和机会、可持续性和影响、人力资本和气候的声明，以及行业、政府、监管、经济和市场趋势、计划和进展、商业环境和其他不严格与历史事实相关的事项。诸如“预期”、“将”、“中期”、“前景”、“目标”、“机会”、“战略”、“战略性”、“驱动因素”、“优先事项”、“假设”、“示例”、“框架”、“预测”、“指引”、“目标”、“相信”、“计划”、“预期”、“寻求”、“可能”、“趋势”、“目标”、“估计”、“打算”、“旨在”、“结果”、“未来”、“管道”和“轨迹”等术语，或此类术语的类似表述或变化形式，旨在识别前瞻性声明，尽管并非所有前瞻性声明都包含此类术语。

前瞻性声明受各种风险和不确定因素的影响，这些风险和不确定因素会随时间而变化，基于声明作出时管理层的预期和假设，并非对未来结果的保证。管理层的预期和假设以及前瞻性声明的持续有效性可能因影响美国和全球经济、监管环境以及股权、债务、货币和其他金融市场的一系列广泛因素而发生变化，以及与道富公司及其子公司（包括道富银行）特定的因素。可能导致基于前瞻性声明的预期或假设发生变化的因素无法被预见。未来可能导致实际结果与前瞻性声明中设想的结果有重大差异的重要因素，且在某些情况下过去已对我们产生影响，包括但不限于：

战略风险

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我们面临激烈的竞争，这可能对我们的盈利能力产生负面影响；

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•

我们面临显著的价格压力和财务结果的波动性，以及我们受托管和/或管理的资产和受管理资产；

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•

我们新产品和服务的开发和完成，包括道富Alpha^®以及与财富服务、另类投资管理和数字资产相关的服务，或包含人工智能的服务，可能会给我们带来成本，涉及对第三方的依赖，并可能使我们面临增加的风险；

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•

收购、战略联盟、合资企业和剥离，以及这些交易的整合、保留和发展所带来的利益，会对我们的业务构成风险；以及

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•

我们员工中合格人员的竞争非常激烈，我们可能无法吸引和留住支持我们业务所需的高技能人才。

金融市场风险

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•

我们可能因政治、地缘政治、经济和市场状况而受到不利影响，例如，由于其他金融机构的流动性或资本不足（实际或感知的）及相关市场和政府行动、美国贸易或其他政策的变化或其他国家的政策、乌克兰和中东持续的冲突、国内或国际的重大政治变化（包括政府、市场参与者或客户基于不同观点或其他原因可能采取报复性行动的潜在可能性）、央行为应对当前经济状况采取的行动、货币政策的变化或市场在股权、固定收益和其他资产类别中出现重大波动；

S-2

我们的投资证券组合、合并财务状况和合并经营成果可能因金融市场、政府行动或货币政策的变化而受到不利影响。例如，除其他风险外，现行利率或市场状况的变化已导致，如果持续或在未来发生，可能进一步导致我们的净利息收入减少，或导致组合管理决策，从而减少我们的资本或流动性比率；

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我们的业务活动使我们面临利率风险；

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我们承担交易对手的重大信用风险，这些交易对手可能也对其他金融机构有重大财务依赖，这些信用敞口和集中度可能使我们面临财务损失；

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我们的费用收入是我们收入的重要组成部分，其受多种因素影响，可能下降，包括市场和货币下跌、客户的投资活动和偏好及其业务组合，以及新业务上线的时间；

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如果我们无法有效管理资本和流动性，我们的财务状况、资本比率、经营成果和业务前景可能受到不利影响；

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我们通过普通股回购和普通股股息向股东返还资本可能具有波动性，并且受各种商业和财务因素、我们董事会的监管要求和批准的约束；

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我们未来可能需要筹集额外资本或债务，但这些资本或债务可能无法获得，或者只能以不利条件获得；

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我们对风险敞口、总风险加权资产（“RWA”）和资本比率的计算依赖于数据输入、公式、模型、相关性和假设，这些都可能发生变化，这可能在不同时期对我们的风险敞口、总RWA和资本比率产生重大影响；以及

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如果我们信用评级被下调，或实际或被认为我们的财务实力下降，我们的借贷和资本成本、流动性和声誉可能受到不利影响。

合规与监管风险\n

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我们的业务和与资本相关的活动可能受到监管要求和考虑因素的不利影响，包括资本、信用和流动性；

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我们在美国和非美国司法管辖区开展业务，面临广泛且不断变化的政府监管和监督，这可能会增加我们的成本和合规风险，并可能影响我们的业务活动和战略；

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我们的业务可能受到政府执法和诉讼的不利影响；

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我们的业务可能受到对投资管理、治理和可持续投资策略及服务的增加的、冲突的政治、监管和客户审查的不利影响；

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任何对我们所掌握的机密信息的不当使用都可能对我们的业务产生不利影响，并可能导致我们面临监管行动、诉讼和其他不利后果；

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会计准则的变化可能不利影响我们的合并经营成果和财务状况；

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税法、规则或法规的变化、对我们税务立场的挑战以及我们税前收益构成的变化可能会提高我们的有效税率；

S-3

我们的信息系统或设施，以及我们的业务合作伙伴或客户的系统或设施遭受攻击或未经授权的访问，例如网络攻击或其他对我们或他们的运营造成干扰的情况，包括利用不断演变且风险加剧的先进或新型人工智能模型的攻击，可能导致重大成本、声誉损害以及对我们业务活动的影响；

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我们可能因与我们为提高效果（包括采用或整合新技术，如人工智能）和效率以及我们的网络安全和技术基础设施相关战略举措相关的风险而受到负面影响，或者因我们未能满足客户和监管机构的相关韧性或其他期望，或由于我们或业务合作伙伴的基础设施中发生网络攻击或类似漏洞而受到负面影响；

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我们的风险管理体系、模型和流程可能无法有效识别或缓解风险并减少相关损失的可能性，我们控制和程序的失败或规避，或我们或第三方在运营和交易处理中的错误或延迟，可能对我们的业务、财务状况、经营成果和声誉产生不利影响；

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将运营活动转移到非美国司法管辖区、改变我们的运营模式，以及向第三方外包或内包，使我们面临增加的运营风险、地缘政治风险和声誉损害，且可能不会带来预期的成本节约或运营改进；

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长期合同和为客户定制服务交付使我们面临增加的运营风险、定价和绩效风险；

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我们用于管理业务的量化模型可能存在错误，这可能对我们的业务、财务状况、经营成果和监管合规性产生不利影响，披露控制和程序或财务报告内部控制的失效可能发生，任何一种情况都可能导致重大损害；

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我们可能无法保护我们的知识产权，或者可能侵犯第三方的权利；

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如果我们发起或管理的集合投资计划中的投资者在这些投资计划中遭受重大损失，或在赎回这些投资计划中的权益时受到限制，我们的声誉和业务前景可能受到损害；

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全球监管要求和期望、客户偏好的变化以及与气候风险和可持续性标准相关的披露要求可能对我们产生不利影响；以及

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•

我们可能因未预见的事件（包括恐怖袭击、地缘政治事件、急性或慢性物理风险事件，包括自然灾害、流行病、全球冲突或银行危机）而遭受损失或业务受到负面影响，这些事件可能对我们的业务和运营产生负面影响。

由于本节及其他在本招股说明书补充文件、附带的招股说明书和本文引用的文件中讨论的因素，实际结果和成果可能与我们前瞻性声明和历史财务结果有重大差异，包括风险

S-4

\n我们在2025年12月31日止年度的10-K表格年度报告中讨论的因素。本招股说明书补充文件中的前瞻性声明，以及随附的招股说明书和通过引用并入本文的文件中的前瞻性声明，不应被视为代表我们在本招股说明书补充文件发布之日、随附招股说明书发布之日或通过引用并入的文件发布之日之后任何时间的期望或假设。除非法律另有要求，我们不对在发布之后修订前瞻性声明承担任何义务。本文讨论的因素并非旨在全面陈述可能影响我们业务的所有风险和不确定性。我们无法预见可能对我们的业务或运营或合并运营结果、财务状况或现金流量产生不利影响的所有发展。

不应将前瞻性声明视为预测，并且不应作为投资者评估美国银行或投资票据的主要依据。任何票据的投资者都应考虑本招股说明书补充文件、随附的招股说明书或通过引用并入本文或其中的文件中披露的所有风险和不确定性。

S-5

本摘要突出了本招股说明书补充文件和随附招股说明书中包含或通过引用并入的信息。因此，它并不包含所有可能对您重要或您在投资票据前应考虑的所有信息。您应阅读整个招股说明书补充文件和随附的招股说明书，包括“风险因素”部分和通过引用并入的文件，这些文件在第S-48页的“您可获取更多信息的地方”中有所描述。如果本招股说明书补充文件中的信息与随附的招股说明书中的信息或通过引用并入本文件的信息不一致，您应以本招股说明书补充文件中的信息为准。

美国银行公司

美国银行\n公司是一家银行控股公司，根据1956年银行控股公司法，已选择作为金融控股公司进行管理。美国银行于1969年根据马萨诸塞州的法律成立。通过我们的\n子公司，包括我们的主要银行子公司美国银行和信托公司，我们在全球100多个地理市场开展业务，为全球机构投资者提供广泛的各种金融产品和服务。\n截至2026年9月30日，我们拥有约51,000名员工。

我们的业务分为两个业务线，投资服务和\n投资管理，这些业务线根据所提供的产品和服务进行定义。

我们的普通股在纽约证券交易所上市，股票代码为“STT”。我们的执行办公室位于马萨诸塞州波士顿市国会大街1号，邮编02114，电话号码为(617) 786-3000。

最新进展

2026年9月30日止季度的业绩

在2026年10月14日，我们公布了截至2026年9月30日季度的合并运营结果及相关财务信息。截至2026年9月30日，我们的合并总资产为4033.41亿美元，合并股东权益为287.1亿美元。截至2026年9月30日，受托管和/或管理的资产（AUC/A）较2025年9月30日增长14.5%，达到创纪录的59.2万亿美元，管理资产（AUM）较2025年9月30日增长15.8%，达到创纪录的6.3万亿美元。\n

2026年第三季度的稀释每股收益为3.69美元，总收入为40.04亿美元，相比之下，2025年第三季度的稀释每股收益为2.78美元，总收入为35.45亿美元。2026年第三季度的平均普通股东权益回报率为16.4%，而2025年第三季度为13.4%。这些2026年第三季度的业绩未经审计，因此可能会进行调整。

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\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	截至季度末			年初至今
	2026年9月30日			2025年9月30日			2026年9月30日		2025年9月30日
（单位为百万美元，每股金额除外）
费用收入：
服务费	$	1,492			$	1,357		$	4,369		$	3,936
管理费⁽¹⁾		797				664			2,293			1,851
外汇交易服务⁽¹⁾		427				364			1,356			1,094
证券融资		151				138			417			378
软件服务⁽¹⁾		175				167			510			494
其他费用收入⁽¹⁾		98				139			343			365

总费用收入		3,140				2,829			9,288			8,118
净利息收入：
利息收入		2,916				2,918			8,410			8,895
利息支出		2,052				2,203			5,851			6,737

净利息收入		864				715			2,559			2,158
其他收入：
出售可供出售证券的收益，净额		—				1			1			1

总收入		4,004				3,545			11,848			10,277

信用损失拨备		(4	)			9			12			51
费用：
薪酬和员工福利		1,251				1,162			3,984			3,704
信息系统和通信		594				517			1,820			1,537
交易处理服务		286				276			849			794
办公场所费用		102				106			299			314
其他		387				373			1,138			1,064

总费用		2,620				2,434			8,090			7,413

税前收入		1,388				1,102			3,746			2,813
所得税费用		298				241			808			615

净利润	$	1,090			$	861		$	2,938		$	2,198


	截至季度末			年初至今
	2026年9月30日			2025年9月30日			2026年9月30日		2025年9月30日
对净利润的调整：
优先股股息	$	(59	)		$	(58	)	$	(175	)	$	(167	)
分配给参与性证券的收益		(1	)			(1	)		(2	)		(2	)

普通股东可获得的净利润	$	1,030			$	802		$	2,761		$	2,029

每股收益：
基本每股收益	$	3.76			$	2.83		$	9.99		$	7.09
稀释每股收益		3.69				2.78			9.82			6.98
平均普通股股数（千股）：
基本		274,182				283,434			276,240			286,074
稀释		279,292				288,163			281,063			290,439

\n\n\n

1	在2026年第一季度，与分销和营销活动相关的收入从外汇交易服务重新归类至管理费。此外，之前在软件和处理费中确认的与贷款相关的和其他费用被重新归类至其他费用收入，软件和处理费标题已更改为软件服务。以前期间的金额已重新归类以符合当前的披露方式。这些重新归类对总费用收入、总收入或净利润（无论是合并层面还是业务线层面）均无影响。

S-7


	2026年9月30日			2026年6月30日			2025年9月30日
（单位为百万美元，每股金额除外）
资产
银行现金及应收款	$	4,796			$	4,290		$	4,756
银行利息存款，净额		138,426				145,223			122,642
回购协议购买的证券		7,222				9,035			7,730
交易账户资产		852				856			884
可供出售投资证券，净额		74,008				72,297			69,443
持有至到期的投资证券，净额		34,116				35,290			40,934
贷款（扣除$152、$161和$190）		49,157				51,901			46,470
物业和设备，净额		4,273				3,854			3,080
应计利息和费用应收款		4,896				4,867			4,476
商誉		8,094				8,106			7,916
其他无形资产		763				816			958
其他资产		76,738				81,846			61,781

总资产	$	403,341			$	418,381		$	371,070

负债
存款：
非利息性	$	41,853			$	46,489		$	34,395
利息性 - 美国		192,437				191,759			169,013
利息性 - 非美国		77,361				81,299			76,591

总存款		311,651				319,547			279,999
通过回购协议出售的证券		411				395			206
其他短期借款		903				4,372			9,825
应计费用和其他负债		36,534				40,095			28,710
长期债务		25,132				25,704			24,688

总负债		374,631				390,113			343,428
股东权益
无面值优先股：3,500,000股授权：
G系列，5,000股已发行和流通		493				493			493
I系列，15,000股已发行和流通		1,481				1,481			1,481
J系列，8,500股已发行和流通		842				842			842
K系列，7,500股已发行和流通		743				743			743
L系列，5,000股已发行和流通		496				—			—
普通股，$1面值：750,000,000股授权；503,879,642、503,879,642和503,879,642股已发行，以及272,828,262、274,702,550和282,217,819股流通		504				504			504
盈余		10,708				10,710			10,704
留存收益		33,439				32,660			30,938
其他综合收益（损失）累计		(1,624	)			(1,178	)		(1,172	)
库藏股，按成本计算（231,051,380、229,177,092和221,661,823 股）		(18,372	)			(17,987	)		(16,891	)

总股东权益		28,710				28,268			27,642

总负债和权益	$	403,341			$	418,381		$	371,070

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利率	从2026年10月20日（包括）起至2036年10月20日（不包括）按年固定利率5.963%，从2036年10月20日（包括）起至到期日（不包括）按浮动利率计算，该利率根据本招股说明书补充文件中描述的具体公式，参考每日复利的SOFR，在每季度利息支付期间确定，并加上1.220%的利差；但无论如何，任何浮动利率利息支付期间的应付利息不得低于零。

\n\n\n

票据在固定利率期间产生的利息称为“固定利率期间”，在浮动利率期间产生的利息称为“浮动利率期间”。

\n\n\n

参见“票据描述—利息”。

\n\n\n

利息支付日期

在固定利率期内的票据利息将在每个 4月 20日和 10月 20日按季度支付，从2027年4月20日开始；在浮动利率期内的票据利息将在每个浮动利率期结束后的第二个营业日按季度支付；但就最终浮动利率利息支付期而言，浮动利率利息支付日将是到期日。\n

\n\n\n

如果票据的预定到期日不是营业日，本金和利息的支付将在下一个后续营业日进行，但自预定到期日起的该笔支付期间不再计息。参见“票据描述—利息”。

\n\n\n

记录日期

在固定利率期内的利息支付的常规记录日期为每个 4月 5日和 10月 5日，这些日期是在适用的固定利率利息支付日之前，以及在

S-10

票据的条款将对我们出售或以其他方式处置或授予担保权益或允许发行任何有投票权的股票或任何可转换或可行使为有投票权股票的证券的能力施加某些限制，这些股票属于花旗银行或拥有花旗银行有投票权股票的任何子公司。参见随附的招股说明书中的“债务证券描述—限制花旗银行有投票权股票的处置”。

\n\n\n

违约事件和加速

与票据相关的唯一违约事件是：

\n\n\n\n\n

•

在到期后30天内未支付本金、任何溢价或要求的利息；以及\n

\n\n\n\n\n

•

与花旗集团有关的某些破产或清算事件，无论是否自愿或非自愿。\n

\n\n\n

只有这些违约事件才提供票据加速偿还的权利。其他任何事件，包括花旗银行的破产或清算事件或未履行义务的事件，

S-11

我们可能不需票据持有人的同意，随时创建并发行额外的票据，其条款和条件与本招股说明书补充文件中提供的票据基本相同（除发行日期、公开定价和首次利息支付的金额和日期外），这些额外的票据将增加票据的总本金金额，并与票据合并成一个单一的系列。参见“票据描述—进一步发行。”

\n\n\n

资金用途

我们估计，扣除承销折扣和预计费用后，本次发行的净收益约为7.456亿美元。我们估计，State Street Bank发行的净收益在扣除初始购买者折扣和预计费用后约为12.46亿美元。我们打算将本次发行和State Street Bank发行的净收益用于一般企业用途，这可能包括但不限于营运资金、资本支出、对子公司的投资或贷款、清偿现有债务、清偿现有资本证券、股份回购（包括但不限于回购我们的普通股）、股息、资助潜在的未来收购以及履行其他义务。这些资金用途的具体金额和时间将取决于我们及我们子公司的资金需求。参见“资金用途。”

\n\n\n

同时进行的State Street Bank发行

在本次发行的同时，State Street Bank开始发行浮动利率优先票据，期限为2028年，以及5.147%的优先票据，期限为2028年，该发行根据《证券法》第3(a)(2)条的规定免于SEC注册。本次发行的交割不以State Street Bank发行的交割为条件，State Street Bank发行的交割也不以本次发行的交割为条件。我们无法保证State Street Bank的发行会按照上述条款或任何条款完成。State Street Bank的发行仅通过一份单独的发行说明书进行。本招股说明书补充文件和附带的招股说明书并非，也不应被解释为出售State Street Bank票据的要约，或购买State Street Bank票据的要约邀请。

\n\n\n

风险因素

投资票据涉及某些风险。在做出投资决策前，请仔细考虑本招股说明书补充文件第S-13页开始的“风险因素”部分中描述的风险，以及本招股说明书补充文件和附带招股说明书中包含或引用的其他信息，包括我们的合并财务报表及其附注。

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对票据的投资存在某些风险。在决定是否适合您的具体情况之前，请仔细考虑本招股说明书补充文件中包含的以下风险因素和其他信息，以及本招股说明书补充文件中引用的文件和附带的招股说明书，包括我们于2026年2月19日向证券交易委员会（SEC）提交的10-K年度报告和我们于2026年7月30日向SEC提交的10-Q季度报告，以及我们向SEC提交的其他文件所补充或更新的内容。

与票据相关的风险

票据仅提供有限的加速和执行权利。

根据联邦储备系统理事会（“联邦储备”）关于总损失吸收能力（“TLAC”）的规定，某些到期日超过发行日起一年的债务，称为长期债务（“LTD”）以及清洁控股公司要求（“TLAC规则”），八家美国全球系统重要性银行（“G-SIB”），包括富国银行，被要求，除其他事项外，维持一定数量的TLAC和LTD，满足某些资格标准。TLAC规则排除了某些债务证券作为合格LTD，包括（1）允许因除（a）在规定日期行使债务证券所规定的权利、（b）顶级银行控股公司破产或类似程序或（c）本金或利息支付违约持续30天或更久以外的原因进行加速的债务证券，以及（2）不受美国法律管辖的债务证券。根据TLAC规则，2016年12月31日之前发行的美国G-SIBs的债务证券，如果因（1）它们包含其他不允许的加速条款或（2）它们不受美国法律管辖而不符合资格，将被TLAC规则豁免，并被视为合格的LTD。

根据TLAC规则，我们修改了发行高级债务证券的契约条款，以规定对于2017年5月8日或之后发行的高级债务证券（包括本招股说明书所售的债券），除非针对某一特定系列的高级债务证券另有规定，唯一可能构成违约事件的情况是持续30天或更长时间的付款违约，以及道富公司进入破产或类似程序的情况，如附带的招股说明书所述。如附带招股说明书中“债务证券的描述”和“债券描述—违约事件”中所述，契约中包含的任何其他违约行为都不会导致违约事件的发生，无论是否已发出通知、时间是否经过或其他情况。因此，如果发生此类契约违约，受托人或债券持有人均无权加速债券的到期——也就是说，他们无权因契约违约而要求立即偿还债券本金。这些契约违约包括但不限于附带招股说明书中“债务证券的描述—合并、收购和资产出售”或“债务证券的描述—限制道富银行投票股票的处置”中所描述的契约违约。此外，如果发生任何契约违约，受托人或债券持有人无权执行或寻求任何补救措施，除非在附带招股说明书中“当高级契约发生违约事件或契约违约时的补救措施”中有所描述。此外，道富银行的破产、破产或重组事件，或针对道富银行或其全部或几乎全部财产任命接管人、受托人或其他类似官员，都不会构成债券下的违约事件或契约违约。

上述对违约事件和加速权利的限制不适用于2017年5月8日之前发行的我们的高级债务证券。因此，如果发生某些违约或违约行为，2017年5月8日之前发行的我们的高级债务证券的持有人可能能够加速其证券，使这些证券立即到期应付，而本招股说明书所售债券的持有人则无法这样做。在这种情况下，我们全额偿还此类加速的高级债务证券的义务可能会对我们及时支付债券的能力产生不利影响。这些对债券相关权利和补救措施的限制可能会对债券的市场价值产生不利影响，尤其是在我们或我们行业面临财务压力的时候。

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我们以及我们的任何子公司均不受限制，不能根据票据条款的契约（indenture）再承担额外的债务或其他负债，包括额外的高级债务。如果我们承担了额外的债务或负债，我们支付票据义务的能力可能会受到不利影响。我们预计，我们有时会承担额外的债务，包括例如花旗银行的票据和其他负债。此外，根据契约，我们不受限制，可以支付股息或发行或回购我们的证券。

此外，契约中没有财务契约。如果发生高度杠杆交易、重组、我们现有债务违约、重组、合并或可能对您产生不利影响的类似交易，您不会受到契约的保护，除非在随附的招股说明书中的“债务证券描述—合并、公司合并和资产出售”部分中所描述的范围。

这些票据不会由FDIC、任何其他政府机构或我们的任何子公司提供担保。这些票据在结构上将次于我们子公司的债务和其他负债，这意味着我们的子公司的债权人通常会在票据持有人对这些资产提出任何主张之前，从这些子公司的资产中获得偿付。

这些票据不是银行存款，也不受FDIC或任何其他政府机构的保险，也不是银行的义务或由银行担保。这些票据仅是花旗集团的义务，不会由我们的任何子公司（包括我们的主要银行子公司花旗银行）提供担保。这些票据在结构上将次于我们子公司的资产和收益，对我们的子公司的所有债务和其他负债（包括存款和对贸易债权人的负债）而言，包括花旗银行的票据，这意味着我们的子公司的债权人通常会在票据持有人对这些资产和收益提出任何主张之前，从这些子公司的资产和收益中获得偿付。

我们及我们的子公司具有显著的监管资本、杠杆、流动性和债务义务；票据的付款将取决于我们从子公司获得的股息和分配。

我们是一家控股公司，我们通过子公司（包括我们的主要银行子公司花旗银行）开展几乎所有业务。根据我们现有债务的某些限制，我们还可以发行额外的长期债务（LTD）并获得营运资金信贷额度，以满足未来的融资需求。这将导致我们的总杠杆率上升。此外，与票据相关的契约并未禁止我们或我们的子公司承担额外的有担保或无担保债务。截至2026年9月30日，我们合并后的未偿长期债务约为250亿美元（包括约225亿美元的长期高级债务），在考虑了票据和花旗银行票据的发行后，将约为270亿美元（包括约245亿美元的长期高级债务）。

我们依赖来自子公司的股息、分配和其他付款来支付票据的付款。此外，我们大部分投资由受监管的子公司持有。由于需要支持其自身的资本水平，未来的子公司可能在支付股息或向我们拨款方面受到限制。联邦银行法规规定了我们主要银行子公司State Street Bank在未经事先批准的情况下可以支付的股息金额。

State Street是联邦储备银行美国巴塞尔III资本规则下的全球系统重要性银行（G-SIB）和高级方法银行机构。除此之外，State Street必须维持（1）4.5%的最低普通股权益；（2）6%的最低一级风险加权资本比率；（3）8%的最低总资本比率；（4）4%的最低一级杠杆比率；以及（5）3%的最低补充杠杆比率（SLR）。此外，为避免对某些高级执行官的资本分配和酌情奖金支付造成任何限制，State Street必须维持或超过以下资本缓冲：（1）压力资本缓冲（SCB）（目前设定为2.5%）和逆周期资本缓冲（目前设定为0%）；（2）G-SIB附加费（目前设定为1%）；以及（3）增强型SLR（eSLR）缓冲（目前为0.5%）。我们还受TLAC规则的约束。这些要求中的一些将在下文进一步详细说明。

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\n一级（“CET1”）风险加权资本比率；（2）最低一级风险加权资本比率6%；（3）最低总资本比率8%；（4）最低一级杠杆比率4%；以及（5）最低补充杠杆比率（“SLR”）3%。此外，为避免对某些高级执行官的资本分配和酌情奖金支付造成任何限制，State Street必须维持或超过以下资本缓冲：（1）压力资本缓冲（“SCB”）（目前设定为2.5%）和逆周期资本缓冲（目前设定为0%）；（2）G-SIB附加费（目前设定为1%）；以及（3）增强型SLR（“eSLR”）缓冲（目前为0.5%）。我们还受TLAC规则的约束。这些要求中的一些将在下文进一步详细说明。

有关美国联邦银行机构于2026年3月提出的扩大风险加权资本规则（“2026 ERBA提案”）的更多信息，请参阅我们向美国证券交易委员会（SEC）提交的截至2026年6月30日季度的10-Q季度报告中“监管资本”部分，该部分已通过引用并入本文。2026 ERBA提案将，除其他事项外，取消高级方法用于监控风险加权资本充足率，转而采用新的扩大风险加权方法，该方法包括针对信用风险、操作风险和信用估值调整（“CVA”）风险组成部分的新标准化方法，并将用新的交易簿基本审查（“FRTB”）框架取代现有的市场风险规则。

对2026 ERBA提案可能对我们产生的影响的任何估计都存在不确定性，因为实际结果可能与预期结果不同，并可能受到一系列因素的显著影响和依赖，包括业务表现、未来的资本行动、未来监管压力测试的结果，以及美国联邦银行机构对提案的解释（包括解释的变更）和可能的修改。美联储监督副主席鲍曼表示，预计2026 ERBA提案将在2026年底之前最终确定。然而，任何最终规则的时间和内容，以及任何最终规则对我们或State Street银行的影响，在现阶段仍不确定。

补充杠杆比率

联邦储备系统法规要求（1）像道富银行这样的系统重要性全球银行必须维持一个SLR，该SLR包括至少3%的最低要求和至少50%的额外eSLR缓冲，以避免对股东分配和某些高管的自由裁量奖金支付造成任何限制，以及（2）系统重要性全球银行的受保存款机构子公司（在我们的情况下是道富银行）必须维持一个SLR，该SLR包括至少3%的最低要求和至少50%的额外eSLR缓冲，相当于母公司（在我们的情况下是道富公司）的Method 1 G-SIB附加费，受1%上限限制，以被视为资本充足。SLR与一级杠杆比率不同，因为“总杠杆敞口”（SLR的分母）包括表内和某些表外敞口。

根据联邦储备系统和其他美国联邦银行监管机构针对托管银行机构和托管银行的SLR要求的规则，中央银行存款在托管银行机构（包括道富银行）的总杠杆敞口中被扣除，扣除金额等于（1）托管银行机构及其合并附属公司存放在合格中央银行的总资金金额和（2）托管银行机构中与受托或托管和保管账户相关的客户资金总金额中的较小者。

监管压力测试和压力资本缓冲

联邦储备系统的SCB规则将其年度资本规划和压力测试要求与某些持续的监管资本要求相结合，并适用于某些银行控股公司，包括我们。在标准化方法中，SCB用基于压力测试结果的缓冲替代了固定的2.5%资本保存缓冲。标准化方法的SCB等于（1）在监管压力测试测量期间，我们CET1资本比率在严重不利情景下的最大下降，加上（a）我们第四季度至

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\n监督压力测试预测期的第七个季度至（b）我们预计在该季度的风险加权资产，该季度我们的预计CET1资本比率在监督压力测试中达到最低点；以及（2）2.5%。我们当前的SCB要求是2025年10月1日至2026年9月30日期间的2.5%。此外，美联储于2026年2月决定将当前的SCB要求维持至2027年，待以下所述的监督压力测试框架的透明度和问责制修订最终确定并实施。2026年6月24日，我们收到美联储的通知，告知2026年监督压力测试的结果，这不会影响我们的SCB要求。

2026年9月，美联储最终确定了一项规则，以减少SCB要求的波动性，主要是通过在两年时间范围内（当前年度和前一年度）对一家公司CET1资本下降的平均值进行计算。最终规则中的平均值部分将在2028年压力测试后计算的SCB要求中生效。该规则还把每家公司的SCB要求的年度生效日期延长了一个季度，从压力测试当年的10月1日推迟到下一年的1月1日，并调整了用于计算SCB股息附加部分的前瞻性期间，使其与生效日期的更改保持一致。

2026年9月，美联储还最终确定了一项规则，以提高其年度压力测试框架的透明度和公众问责制。该规则建立了针对压力测试模型和情景的公众意见征集流程，采用了对美联储《压力测试情景设计框架政策声明》和《压力测试政策声明》的修正案，并采用了对压力测试报告要求的修订。作为该规则的一部分，美联储发布了用于美联储2027年监管压力测试的模型文件，并总结了相对于2025年10月公开征求意见的拟议监管模型所做的修改。美联储还就与2027年监管压力测试相关的非利息收入预测以及与压力测试相关的报告要求的针对性修订，发布了公开征求意见的拟议修改。

道富银行预计，关于SCB平均值和压力测试透明度及问责制的规则不会对其压力资本缓冲要求产生重大影响，目前该要求处于2.5%的下限。

G-SIB附加费

被认定为G-SIB的八家美国银行控股公司（包括我们）必须根据两种方法每年计算其G-SIB附加费，并受制于两种附加费中的较高者。根据方法1，美联储根据五个等权重的组成部分（规模、相互关联性、复杂性、跨司法管辖区活动和可替代性）来评估系统重要性。根据方法2，美联储对方法1的计算进行了调整，用短期批发融资评分代替可替代性，并对五个组成部分中的每一个应用固定系数。截至2024年12月31日，方法2是我们适用的约束性方法。截至2026年12月31日，我们的G-SIB附加费为1.0%。

如上所述，我们的全球系统重要性银行（G-SIB）附加费必须每年计算一次，因此我们的一级方法或二级方法的G-SIB评分的年度变化可能导致我们的G-SIB附加费发生变化。根据截至2025年12月31日的数据计算，我们的G-SIB附加费将在2027年12月31日之前保持在1.0%。如果我们的第一种方法或第二种方法的评分年度变化导致我们需缴纳更高的附加费，则更高的附加费将在“截至”日期起两年后生效（例如，截至2025年12月31日计算的更高附加费将在2028年1月1日才生效）。然而，如果我们的第一种方法或第二种方法的评分年度变化导致我们需缴纳更低的附加费，则我们将从“截至”日期起一年后开始适用更低的附加费（例如，截至2025年12月31日计算的更低附加费将在2027年1月1日生效）。

2026年3月19日，美联储发布了一项拟议规则，以修订美国全球系统重要性银行（G-SIB）的资本附加费要求（“2026年G-SIB附加费提案”），该提案包括对G-SIB资本附加费的多项技术性修订。

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\nsurcharge methodology to improve how systemic risk is measured under the framework and would revise the resulting Method 2 G-SIB capital surcharge from 0.5-percentage point increments to 0.1-percentage point increments. The timing and content of any final rule, and the effects of any final rule on us or State Street Bank,\nremain uncertain at this stage.

TLAC Rule

Among\nother things, the TLAC Rule requires State Street to comply with minimum requirements for external TLAC and external LTD. Specifically, since January 2023, State Street must hold (1) combined eligible tier 1 regulatory capital and LTD in\nthe amount equal to the greater of 21.5% of total RWA (18.0% minimum plus a 2.5% capital conservation buffer plus a G-SIB surcharge calculated for these purposes under Method 1 of 1.0% plus any applicable\ncounter-cyclical buffer, which is currently 0%) and 8.0% of total leverage exposure (7.5% minimum plus the eSLR buffer, which is currently 0.5%), as defined by the SLR rule; and (2) qualifying external LTD equal to the greater of 7.0% of RWA\n(6.0% minimum plus a G-SIB surcharge calculated for these purposes under Method 2 of 1.0%) and 3.0% of total leverage exposure (2.5% minimum plus the eSLR buffer of 0.5%), as defined by the SLR rule.

Additionally, certain large banking organizations, such as State Street and State Street Bank, are required to make deductions from regulatory capital for\ninvestments in certain unsecured debt instruments issued by bank holding companies and U.S. intermediate holding companies of foreign banks that are subject to the Federal Reserve’s TLAC and LTD requirements, as well as foreign G-SIBs.

Other Requirements

We are also subject to various other capital, liquidity and prudential standards. For example, there is a rule that, among other things, implements the\nstandardized approach for counterparty credit risk (“SA-CCR”), a methodology for calculating the exposure amount for derivative contracts under the U.S. regulatory capital rules. This rule also\nrequires us to incorporate the SA-CCR into the calculation of our total leverage exposure for the purpose of calculating our SLR.

In addition to the capital standards described above, the U.S. Basel III rules adopted by the U.S. banking regulators include two quantitative liquidity\nstandards: the Liquidity Coverage Ratio (“LCR”) and the Net Stable Funding Ratio (“NSFR”). The LCR is designed to ensure that large banking organizations hold high-quality liquid assets sufficient to cover net cash outflows\narising from significant stress over 30 calendar days. The NSFR requires large banking organizations to maintain sufficiently stable sources of funding over a one-year time horizon.

We also must comply with the Federal Reserve’s rules establishing single-counterparty credit limits (“SCCL”) for large banking\norganizations. U.S. G-SIBs, including State Street, are subject to a limit of 15% of tier 1 capital for aggregate net credit exposures to any “major counterparty” (defined to include other U.S. G-SIBs, foreign G-SIBs and nonbank systemically important financial institutions supervised by the Federal Reserve). We are also subject to a limit of 25% of tier 1 capital\nfor aggregate net credit exposures to any other unaffiliated counterparty. Maintaining the capital and liquidity levels required by the Basel III rule, meeting the requirements of the TLAC and SCCL rules and complying with any future regulatory\nrequirements, such as the 2026 ERBA Proposal and 2026 G-SIB Surcharge Proposal, may reduce our profitability and performance measures or adversely affect the ability of State Street Bank to make distributions\nor pay dividends to State Street. As a result, our ability to make payments on the notes when due could be adversely affected.

Our preferred single\npoint of entry resolution strategy could adversely affect our liquidity and financial condition and our ability to make payments on the notes when due.

In the event of material financial distress or failure, our preferred resolution strategy is the single point of entry strategy. Our resolution plan, including\nour implementation of the single point of entry strategy with a secured

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\nsupport agreement, involves important risks, including that: (1) the single point of entry strategy and the obligations under the related secured support agreement may result in the\nrecapitalization of and/or provision of liquidity to State Street Bank and our other material entities and the commencement of bankruptcy proceedings by State Street Corporation at an earlier stage of financial stress than might otherwise occur\nwithout such mechanisms in place; (2) an expected effect of the single point of entry strategy, together with the TLAC Rule, is that State Street Corporation’s losses will be imposed on its shareholders and the holders of external LTD\n(including the notes) and other forms of TLAC securities currently outstanding or issued in the future by State Street Corporation, as well as on any other of our creditors, before any of our losses are imposed on the holders of the debt securities\nof certain of State Street Corporation’s operating subsidiaries or any of their depositors or creditors and before U.S. taxpayers are put at risk; (3) there can be no assurance that there would be sufficient recapitalization resources\navailable to ensure that State Street Bank and our other material entities are adequately capitalized following the triggering of the requirements to provide capital and/or liquidity under the support agreement; and (4) there can be no\nassurance that credit rating agencies, in response to our resolution plan or the support agreement, will not downgrade, place on negative watch or change their outlook on our debt credit ratings, generally or on specific debt securities (including\nthe notes). In the event that recapitalization actions were taken and were unsuccessful in stabilizing State Street Bank and our other material entities, equity and debt holders of State Street Corporation would likely, as a consequence, be in a\nworse position and suffer greater losses than would have been the case under a different resolution strategy.

In the event that we enter bankruptcy\nor resolution proceedings, holders of our unsecured debt securities, including the notes, would be at risk of absorbing our losses.

The notes are\nintended to satisfy the criteria for the external LTD that we are required to maintain under the TLAC Rule so that State Street Corporation’s losses will be imposed on its shareholders and the holders of external LTD (including the notes) and\nother forms of TLAC securities currently outstanding or issued in the future by State Street Corporation, as well as on any other of our creditors, before any of our losses are imposed on the holders of the debt securities of certain of State Street\nCorporation’s operating subsidiaries or any of their depositors or creditors and before U.S. taxpayers are put at risk. As a result, the execution of our preferred single point of entry resolution strategy in a proceeding under the U.S.\nBankruptcy Code or the FDIC’s “orderly liquidation authority” under Title II of the Dodd-Frank Act will likely result in the holders of the notes absorbing State Street Corporation’s losses.

Our entry into resolution proceedings may affect the priority of the notes.

In the event that State Street Corporation enters into resolution proceedings pursuant to the FDIC’s “orderly liquidation authority” under\nTitle II of the Dodd-Frank Act, your ability to recover the full amount that would otherwise be payable on the notes in a proceeding under the U.S. Bankruptcy Code may be impaired.

Title II of the Dodd-Frank Act created a resolution regime known as “orderly liquidation authority” to which financial companies, including bank\nholding companies such as State Street Corporation, can be subjected. Under the orderly liquidation authority, the FDIC may be appointed as receiver for a financial company for purposes of liquidating the entity if the Secretary of the Treasury,\ntogether with two-thirds of the members of the Federal Reserve and, in the case of a bank holding company like State Street Corporation, two-thirds of the FDIC’s\nBoard of Directors, determines that the entity is in severe financial distress and that the entity’s failure would have serious adverse effects on the U.S. financial system. Absent any such determinations, State Street as a bank holding\ncompany would remain subject to the U.S. Bankruptcy Code.

If the FDIC is appointed as receiver under the orderly liquidation authority, then provisions\nof the Dodd-Frank Act, rather than the U.S. Bankruptcy Code, would determine the powers of the receiver and the rights and obligations of creditors and other parties who have dealt with the institution. There are substantial differences in the\npossible treatment of creditors under the orderly liquidation authority compared to that under the U.S. Bankruptcy Code, including the right of the FDIC to treat similarly situated creditors differently in certain\n

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\ncircumstances, the use of an administrative claims procedure to determine creditors’ claims (as opposed to the judicial procedure utilized in bankruptcy proceedings) and the right of the\nFDIC to transfer claims to a third party or “bridge” entity. In certain circumstances under the orderly liquidation authority, the FDIC could elect to pay certain claims in full, transfer certain claims to a third party or bridge entity\nand leave other claims behind in a receivership, even if these claims all rank equally, if the FDIC determines such actions are necessary to facilitate a smooth and orderly liquidation of the institution. In such circumstances, the various claimants\nmay receive different recoveries with respect to their respective claims. The only statutory requirement that relates to such discrimination as between similarly situated creditors is that no creditor shall be worse off than if the institution had\nbeen liquidated under the bankruptcy code or similar insolvency law. There is no requirement that the FDIC obtain creditors’ consent to, or seek prior court review of, its actions. A receivership under the orderly liquidation authority could\nalso lead to a large reduction or total elimination of the value of the financial company’s outstanding equity. For example, the FDIC could follow a single point of entry approach and transfer the assets of a financial company in receivership\nto a newly created bridge entity, the equity of which could be distributed to certain of the financial company’s creditors in satisfaction of their claims, with pre-existing equity holders receiving\nnothing. The orderly liquidation authority provides the FDIC with authority to cause shareholders and creditors of the financial company in receivership to bear losses before taxpayers are exposed to such losses, and amounts owed to the U.S.\ngovernment would generally receive a statutory payment priority over the claims of private creditors, including senior creditors.

While the FDIC has\nissued regulations to implement the orderly liquidation authority, not all aspects of how the FDIC might exercise this authority are known and there may be additional rulemaking. Further, it is uncertain how the FDIC might exercise its discretion\nunder the orderly liquidation authority in a particular case.

Holders of the notes could be at greater risk of being structurally subordinated if\nState Street sells or transfers its assets substantially as an entirety to one or more of its subsidiaries.

With respect to any securities issued\non or after May 8, 2017, including the notes, we may sell or transfer our assets substantially as an entirety, in one or more transactions, to one or more entities, provided that such properties and assets, taken together, are not sold or\ntransferred substantially as an entirety to one or more persons that are not subsidiaries of ours. If we sell or transfer our assets substantially as an entirety to our subsidiaries, third-party creditors of our subsidiaries could have additional\nassets from which to recover on their claims while holders of the notes could be structurally subordinated to creditors of our subsidiaries with respect to such assets. See “Description of Debt Securities—Consolidation, Merger and Sale\nof Assets” in the accompanying prospectus.

A downgrade in our credit ratings, changes in the debt markets or other developments could limit\nour ability to obtain future financing, increase our borrowing costs and adversely affect the trading price and liquidity of the notes.

The\ntrading price for the notes will depend on many factors, including:

\n\n\n\n\n

•

our credit ratings with major credit rating agencies;

\n\n\n\n\n

•

the prevailing interest rates being paid by other companies similar to us;

\n\n\n\n\n

•

our financial condition, financial performance and future prospects; and

\n\n\n\n\n

•

the overall condition of the financial markets.

The condition of the financial markets and prevailing interest rates have fluctuated significantly in the past and are likely to fluctuate in the future. Such\nfluctuations could have an adverse effect on the price of the notes. In addition, we are subject to periodic review by independent credit rating agencies. An increase in the level of our outstanding indebtedness and regulatory considerations,\nincluding, without limitation, our single point of entry resolution strategy, or other events that could have an adverse impact on our financial condition or results of operations, may cause the rating agencies to downgrade, place on negative watch\nor change their outlook on our

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\ndebt credit ratings generally, and the ratings on the notes, which could adversely impact the trading price, or the liquidity, of the notes. Any such downgrade, placement on negative watch or\nchange in outlook could also adversely affect our cost of borrowing, limit our access to the capital markets or result in restrictive covenants in future debt agreements. The ratings on the notes may not reflect the potential impact of all risks\nrelated to structure, market, additional factors discussed above and other factors that may affect the value of the notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the\nrating agency at any time.

An active trading market for the notes may not develop or, as a result of the notes being linked to SOFR, may be\nlimited.

The notes constitute a new issue of securities, for which there is currently no existing market, and an established trading market may\nnever develop or may not be liquid. We do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system. We cannot provide you with any assurance regarding whether a\ntrading market for the notes will develop or be maintained, the ability of holders of the notes to sell their notes or the price at which holders may be able to sell their notes. The underwriters have advised us that they currently intend to make a\nmarket in the notes. The underwriters, however, are not obligated to do so, and any market-making with respect to the notes may be discontinued at any time without notice. In addition, market terms for debt securities linked to SOFR (such as the\nnotes) may evolve over time and, as a result, the trading price of the notes may be lower than those of later-issued debt securities that are linked to SOFR. Similarly, if SOFR does not prove to be widely used in debt securities similar to the\nnotes, the trading price of the notes may be lower than that of debt securities linked to rates that are more widely used. Investors in the notes may not be able to sell the notes at all or may not be able to sell the notes at a price that will\nprovide them with a yield comparable to similar investments that have a developed secondary market. Further, investors wishing to sell the notes in the secondary market will have to make assumptions as to the future performance of SOFR during the\nfloating rate interest payment period in which they intend the sale to take place. If an active trading market does not develop for the notes or is limited, you may be unable to resell the notes at any price or at their fair market value and you may\nsuffer from increased pricing volatility and market risk.

Risks Relating to the Secured Overnight Financing Rate

SOFR has a limited history; the future performance of SOFR cannot be predicted based on historical performance.

You should note that publication of SOFR began on April 3, 2018 and it therefore has a limited history. In addition, the future performance of SOFR cannot\nbe predicted based on the limited historical performance. The level of SOFR during the floating rate period of the notes may bear little or no relation to the historical level of SOFR. Prior observed patterns, if any, in the behavior of market\nvariables and their relation to SOFR, such as correlations, may change in the future. While some pre-publication historical data have been released by the Federal Reserve Bank of New York (the “New York\nFederal Reserve”), such analysis inherently involves assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR or the notes may be inferred from any of the\nhistorical simulations or historical performance. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR or the notes. Changes in the levels of SOFR will affect the interest rate\non the notes during the floating rate period, and, therefore, the return on the notes and the trading price of the notes, but it is impossible to predict whether such levels will rise or fall. We cannot assure you that SOFR or the accrued interest\ncompounding factor will be positive.

Any failure of SOFR to maintain market acceptance could adversely affect the notes.

SOFR may fail to maintain market acceptance. SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to\nU.S. dollar LIBOR in part because it is considered a good

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\nrepresentation of general funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure\nbank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable substitute or successor for all of the purposes\nfor which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Further, other index providers are developing\nproducts that are perceived as competing with SOFR. It is possible that market participants will prefer one of these competing products and that such competing products may become more widely accepted in the marketplace than SOFR. Any failure of\nSOFR to maintain market acceptance could adversely affect the return on the notes during the floating rate period and the price at which you can sell the notes.

The composition and characteristics of SOFR are not the same as those of LIBOR and there is no guarantee that SOFR is a comparable substitute for LIBOR.\n

In June 2017, the New York Federal Reserve’s Alternative Reference Rates Committee (the “ARRC”) announced SOFR as its\nrecommended alternative to U.S. dollar LIBOR and in December 2022 the Federal Reserve Board adopted a rule that implemented the Adjustable Interest Rate (LIBOR) Act by identifying benchmark rates based on SOFR as the replacement for U.S. dollar\nLIBOR in certain financial contracts following the cessation of U.S. dollar LIBOR on June 30, 2023. However, the composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is a broad Treasury repo financing rate that\nrepresents overnight secured funding transactions. This means that SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR\nrepresents interbank funding over different maturities. As a result, we cannot assure you that SOFR will perform in the same way that LIBOR would have performed at any time, including, without limitation, as a result of changes in interest and yield\nrates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. For example, since publication of SOFR began on April 3, 2018, daily changes in SOFR have, on occasion, been more\nvolatile than daily changes in comparable benchmark or other market rates. For additional information regarding SOFR, see “Description of the Notes—Interest—Secured Overnight Financing Rate (“SOFR”)” below.

The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR and has no obligation to consider your interests in\ndoing so.

The New York Federal Reserve (or a successor), as administrator of SOFR, may make methodological or other changes that could change the\nvalue of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. In addition, the administrator may alter,\ndiscontinue or suspend calculation or dissemination of SOFR (in which case a fallback method of determining the interest rate on the notes during the floating rate period as further described under “Description of the\nNotes—Interest—Secured Overnight Financing Rate (“SOFR”)—Determination of SOFR” will apply). The administrator has no obligation to consider your interests in calculating, adjusting, converting, revising or\ndiscontinuing SOFR.

If SOFR is discontinued, the notes during the floating rate period will bear interest by reference to a different base rate,\nwhich could adversely affect the value of the notes, the return on the notes and the price at which you can sell the notes; there can be no guarantee that any Benchmark Replacement will be a comparable substitute for SOFR.

If we or our designee determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of SOFR, then the\ninterest rate on the notes during the floating rate period will no longer be determined by reference to SOFR, but instead will be determined by reference to a different rate, which will be a different benchmark from SOFR, plus a spread adjustment,\nwhich we refer to as a “Benchmark Replacement,” as further described under “Description of the Notes—Interest—Secured Overnight Financing Rate (“SOFR”)—Determination of SOFR” below.

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If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the\nnext-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) the\nInternational Swaps and Derivatives Association (“ISDA”) or (iii) us or our designee. In addition, the terms of the notes expressly authorize us or our designee to make Benchmark Replacement Conforming Changes with respect to, among\nother things, the definition of “floating rate interest payment period,” the timing and frequency of determining rates and making payments of interest and other administrative matters. The determination of a Benchmark Replacement, the\ncalculation of the interest rate on the notes during the floating rate period by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes\nand any other determinations, decisions or elections that may be made under the terms of the notes in connection with a Benchmark Transition Event could adversely affect the value of the notes, the return on the notes and the price at which you can\nsell the notes. Any determination, decision or election described above will be made in our or our designee’s sole discretion.

In addition,\n(i) the composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, the Benchmark Replacement will not be the economic equivalent of SOFR, we cannot assure you that the Benchmark Replacement will perform\nin the same way that SOFR would have performed at any time nor can there be any guarantee that the Benchmark Replacement will be a comparable substitute for SOFR (each of which means that a Benchmark Transition Event could adversely affect the value\nof the notes, the return on the notes and the price at which you can sell the notes), (ii) any failure of the Benchmark Replacement to gain market acceptance could adversely affect the notes, (iii) the Benchmark Replacement may have a very\nlimited history and the future performance of the Benchmark Replacement cannot be predicted based on historical performance, (iv) the secondary trading market for notes linked to the Benchmark Replacement may be limited and (v) the\nadministrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests in doing so.

The interest rate on the notes during the floating rate period is based on a daily compounded SOFR rate, which is relatively new in the marketplace.\n

For each floating rate interest payment period, the interest rate on the notes is based on a daily compounded SOFR rate calculated using the\nspecific formula described under “Description of the Notes—Interest—Secured Overnight Financing Rate (“SOFR”)—Calculation of Accrued Interest during the Floating Rate Interest Payment Period” below, not the\nSOFR rate published on or in respect of a particular date during such floating rate interest payment period or an average of SOFR rates during such period. For this and other reasons, the interest rate on the notes during any floating rate interest\npayment period will not be the same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a particular date during a floating rate\ninterest payment period is negative, the portion of the accrued interest compounding factor specifically attributable to such date will be less than one, resulting in a reduction to the accrued interest compounding factor used to calculate the\ninterest payable on the notes for such floating rate interest payment period; provided that in no event will the interest payable in respect of any floating rate interest payment period be less than zero.

In addition, limited market precedents exist for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR\nin those precedents varies. Accordingly, the specific formula for the daily compounded SOFR rate used in the notes may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would\nlikely adversely affect the market value of the notes.

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The amount of interest payable with respect to each floating rate interest payment period will be\ndetermined near the end of such floating rate interest payment period.

The level of the base rate applicable to each floating rate interest\npayment period and, therefore, the amount of interest payable with respect to such floating rate interest payment period will be determined on a day shortly before the floating rate interest payment date (as defined under “Description of the\nNotes—Interest—Secured Overnight Financing Rate (“SOFR”)—Determination of SOFR” below) for such floating rate interest payment period (or the second U.S. Government Securities Business Day prior to the maturity\ndate for the final floating rate interest payment period). Because each such date is near the end of such floating rate interest payment period, you will not know the amount of interest payable with respect to a floating rate interest payment period\nuntil shortly before the related floating rate interest payment date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each floating rate interest payment date.

The price at which the notes may be sold prior to maturity will depend on a number of factors and may be substantially less than the amount for which\nthey were originally purchased.

Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of\nSOFR, (ii) volatility of the level of SOFR, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit spreads and (v) the time remaining to maturity of the notes.\nGenerally, the longer the time remaining to maturity and the more tailored the exposure, the more the market price of the notes will be affected by the other factors described in the preceding sentence. This can lead to significant adverse\nchanges in the market price of securities like the notes. Depending on the actual or anticipated level of SOFR, the market value of the notes may decrease and you may receive substantially less than 100% of the issue price if you sell your notes\nprior to maturity.

We and, in its capacity as the calculation agent, State Street Bank, will make certain determinations with respect to the notes.\n

If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, State Street Corporation or our designee will make\ncertain determinations with respect to the notes in our or our designee’s sole discretion as further described under “Description of the Notes—Interest—Secured Overnight Financing Rate (“SOFR”)—Determination\nof SOFR” below. In addition, State Street Bank will act as the calculation agent for the notes. As calculation agent, State Street Bank will make certain determinations with respect to the notes as further described in this prospectus\nsupplement. Any of these determinations may adversely affect the payout to investors. Moreover, certain determinations may require the exercise of discretion and subjective judgments, such as with respect to the base rate or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes. These potentially subjective determinations made by us or by State Street Bank, in its capacity as calculation agent,\nmay adversely affect the payout to you on the notes. The fact that State Street Corporation is the issuer may cause it or State Street Bank to have economic interests that are adverse to yours in making these determinations. For further information\nregarding these types of determinations, see “Description of the Notes—Interest—Secured Overnight Financing Rate (“SOFR”)—Determination of SOFR” and related definitions below.

In determining the rate for the final floating rate interest payment period, the level of SOFR for any day from and including the second U.S. Government\nSecurities Business Day prior to the maturity date to, but excluding, the maturity date will be the level of SOFR in respect of such second U.S. Government Securities Business Day prior to the maturity date.

For the final floating rate interest payment period, because the level of SOFR for any day from and including the second U.S. Government Securities Business\nDay prior to the maturity date to, but excluding, the maturity date will be the level of SOFR in respect of such second U.S. Government Securities Business Day prior to the maturity date, you will not receive the benefit of any increase in\nthe level of SOFR beyond the level for such date in connection with the determination of the interest payable with respect to such floating rate interest payment period, which could adversely impact the amount of interest payable with respect to\nthat floating rate interest payment period.

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USE OF PROCEEDS

The net proceeds from this offering are expected to be approximately $745.6 million, after deducting the underwriting discount and estimated offering\nexpenses payable by us. The net proceeds from the State Street Bank offering are expected to be approximately $1.246 billion, after deducting the initial purchaser discounts and estimated offering expenses payable by State Street Bank.

We intend to use the net proceeds of this offering and the State Street Bank offering for general corporate purposes, which may include, without limitation,\nworking capital, capital expenditures, investments in or loans to our subsidiaries, refinancing of outstanding indebtedness, refinancing of outstanding capital securities, share repurchases (including, but not limited to, repurchases of our common\nstock), dividends, funding potential future acquisitions and satisfaction of other obligations. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of us and our subsidiaries.

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DESCRIPTION OF THE NOTES

The notes offered by this prospectus supplement will be issued by State Street Corporation under the indenture dated as of October 31, 2014, between\nState Street Corporation and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Original Indenture”), as amended and supplemented by the first supplemental\nindenture dated as of May 8, 2017 and the second supplemental indenture dated as of March 30, 2020 (the Original Indenture, as so supplemented, the “Indenture”). The accompanying prospectus provides a more complete description\nof the Indenture. The notes will be senior debt securities, as such term is used in the accompanying prospectus. The following description of the particular terms of the notes supplements and, to the extent inconsistent therewith, replaces the\ndescription of the general terms and provisions of the senior debt securities in the accompanying prospectus, to which description we refer you.

General

The fixed-to-floating rate senior notes due 2037 issued in this offering, which we refer to as the notes, initially will be limited to $750,000,000 aggregate principal amount. The notes will mature on\nOctober 20, 2037.

We will not pay any additional amounts on the notes to compensate any beneficial owner for any United States tax withheld from\npayments of principal or interest on the notes. There is no sinking fund for the notes. The notes are not convertible into, or exchangeable for, equity securities of State Street. The notes are subject to defeasance in the manner described under the\nheading “Description of Debt Securities—Defeasance” in the accompanying prospectus.

The notes will rank equally with all of State\nStreet’s other existing and future senior unsecured indebtedness. The notes will be structurally subordinated, with respect to the assets and earnings of State Street Bank, to all existing and any future obligations of State Street Bank,\nincluding the State Street Bank notes.

As of September 30, 2026, on a consolidated basis, our outstanding long-term senior indebtedness totaled\napproximately $22.5 billion and, after giving effect to the issuance of the notes and the State Street Bank notes, would have totaled approximately $24.5 billion. We are able, subject to certain limitations, to incur additional senior\nindebtedness.

Interest

The notes will bear interest\n(i) during the period from and including October 20, 2026 to, but excluding, October 20, 2036 at a fixed annual rate of 5.963% and (ii) during the period from and including October 20, 2036 to, but excluding, the maturity\ndate at a floating rate determined by reference to a base rate based on SOFR (as defined below), plus a spread of 1.220%, calculated as described below; provided that in no event will the interest payable in respect of any floating rate interest\npayment period (as defined below) be less than zero.

We refer to the period during which the notes bear interest at a fixed rate as the “fixed rate\nperiod,” and the period during which the notes bear interest at a floating rate as the “floating rate period.”

Fixed Rate Period\n

We will pay interest on the notes during the fixed rate period semiannually in arrears on April 20 and October 20 of each year,\nbeginning on April 20, 2027 and ending on October 20, 2036 (each such date, a “fixed rate interest payment date”).

Interest on the\nnotes during the fixed rate period will be computed on the basis of a 360-day year consisting of twelve 30-day months. If a fixed rate interest payment date falls on a\nday that is not a business day, we will

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\npostpone the interest payment to the next succeeding business day, but the payment made on such date will be treated as having been made on the date that the payment was first due and the holders\nof the notes will not be entitled to any further interest or other payments with respect to such postponement.

The interest payable on the notes on any\nfixed rate interest payment date, subject to certain exceptions, will be paid to the person in whose name the notes are registered at the close of business on the April 5 or October 5, whether or not a business day, immediately preceding the\napplicable fixed rate interest payment date.

Floating Rate Period

We will pay interest on the notes during the applicable floating rate period quarterly on the second business day (each such date, a “floating rate\ninterest payment date”) following each floating rate period end date (as defined below); provided that the floating rate interest payment date with respect to the final floating rate interest payment period will be the maturity date.

With respect to a floating rate interest payment date, the “floating rate interest payment period” will be the period from and including the most\nrecent interest payment period end date to which interest has been paid or duly provided for (or from and including October 20, 2036 in the case of the first floating rate interest payment period) to, but excluding, the immediately preceding\nfloating rate period end date; provided that (i) the floating rate interest payment period with respect to the final floating rate interest payment date (i.e., the maturity date) will be the period from and including the floating rate period\nend date immediately prior to the maturity date to, but excluding, the maturity date (i.e., the final floating rate period end date) and (ii) with respect to such final floating rate interest payment period, the level of SOFR for each calendar\nday in the period from and including the rate cut-off date (as defined below) to, but excluding, the maturity date shall be the level of SOFR on such rate cut-off date.\nThe “rate cut-off date” shall be the second U.S. Government Securities Business Day prior to the maturity date of the notes.

During the floating rate period, each of January 20, 2037, April 20, 2037, July 20, 2037 and the maturity date shall be a “floating rate period end\ndate;” provided that if any scheduled floating rate period end date, other than the maturity date, falls on a day that is not a business day, it will be postponed to the following business day except that, if that business day would fall in\nthe next calendar month, the floating rate period end date will be the immediately preceding business day. If a scheduled final floating rate period end date (i.e., the maturity date) falls on a day that is not a business day, the payment of\nprincipal and interest will be made on the next succeeding business day, but interest on that payment will not accrue during the period from and after the scheduled final floating rate period end date.

The interest payable on any floating rate interest payment date, other than the maturity date of the notes, will be paid to the person in whose name the notes\nare registered at the close of business on the second business day next preceding the applicable floating rate interest payment date. Interest that we pay on the maturity date of the notes will be paid to the person to whom the principal will be\npayable.

Secured Overnight Financing Rate (“SOFR”)

SOFR is published by the New York Federal Reserve and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury\nsecurities. The New York Federal Reserve reports that SOFR includes all trades in the Broad General Collateral Rate and bilateral Treasury repurchase agreement (repo) transactions cleared through the delivery-versus-payment service offered by the\nFixed Income Clearing Corporation (the “FICC”), a subsidiary of the Depository Trust and Clearing Corporation (“DTCC”), and SOFR is filtered by the New York Federal Reserve to remove some (but not all) of the foregoing\ntransactions considered to be “specials.” According to the New York Federal Reserve, “specials” are repos for specific-issue collateral, which take place at cash-lending rates below those for general collateral repos because\ncash providers are willing to accept a lesser return on their cash in order to obtain a particular security.

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The New York Federal Reserve reports that SOFR is calculated as a volume-weighted median of\ntransaction-level tri-party repo data collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through the\nFICC’s delivery-versus-payment service. The New York Federal Reserve also notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC.

If data for a given market segment were unavailable for any day, then the most recently available data for that segment would be utilized, with the rates on\neach transaction from that day adjusted to account for any change in the level of market rates in that segment over the intervening period. SOFR would be calculated from this adjusted prior day’s data for segments where current data were\nunavailable, and unadjusted data for any segments where data were available. To determine the change in the level of market rates over the intervening period for the missing market segment, the New York Federal Reserve would use information\ncollected through a daily survey conducted by its Trading Desk of primary dealers’ repo borrowing activity.

The New York Federal Reserve notes on\nits publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and disclaimers, including that the New York Federal Reserve may alter the methods of calculation, publication schedule, rate revision\npractices or availability of SOFR at any time without notice.

Each U.S. Government Securities Business Day, the New York Federal Reserve publishes SOFR\non its website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the initial publication of\nSOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately 2:30 p.m., New York City time.

Additionally,\nif transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously not been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around this time. Rate\nrevisions will only be effected on the same day as initial publication and will only be republished if the change in the rate exceeds one basis point. Any time a rate is revised, a footnote to the New York Federal Reserve’s publication would\nindicate the revision. This revision threshold will be reviewed periodically by the New York Federal Reserve and may be changed based on market conditions.

Because SOFR is published by the New York Federal Reserve based on data received from other sources, we have no control over its determination, calculation or\npublication. See “Risk Factors—Risks Relating to the Secured Overnight Financing Rate” above. The information contained in this section “Secured Overnight Financing Rate (“SOFR”)” is based upon the New York\nFederal Reserve’s Website and other U.S. government sources.

Calculation of Accrued Interest during the Floating Rate Interest Payment Period\n

With respect to each floating rate interest payment period, interest on the notes will accrue from and including the most recent floating rate period\nend date to which interest has been paid or duly provided for, or, in the case of the first floating rate period end date, from and including, October 20, 2036. Interest will accrue to, but excluding, the floating rate period end date immediately\npreceding the applicable floating rate interest payment date or, in the case of the final floating rate interest payment date, the maturity date.

The\ncalculation agent will notify the paying agent of each determination of the interest rate applicable to the notes promptly after the determination is made.

Accrued interest on the notes during each floating rate interest payment period will be calculated by multiplying the principal amount of the notes by the sum\nof an accrued interest compounding factor and a spread of 1.220%; provided that in no event will the interest payable in respect of any floating rate interest payment period be less

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\nthan zero. This accrued interest compounding factor will be computed by adding the interest factors calculated for each day in the floating rate interest payment period for which interest is\nbeing paid. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. The accrued interest compounding factor will be computed as follows:

\n\n\n $\"LOGO\"$ \n

“d₀,” for any floating rate interest payment period, is\nthe number of U.S. Government Securities Business Days in the relevant floating rate interest payment period.

“i” is a series of whole\nnumbers from one to d₀, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in\nthe relevant floating rate interest payment period.

“SOFR_i,” for any day\n“i” in the relevant floating rate interest payment period, is a reference rate equal to SOFR in respect of that day.

“n_i” is the number of calendar days in the relevant floating rate interest payment period on which the rate is SOFR_i.

“d” is the number of calendar days in the relevant floating rate interest payment period.

For these calculations, the interest rate in effect on any U.S. Government Securities Business Day will be the applicable rate as reset on that date. The\ninterest rate applicable to any other day is the interest rate from the immediately preceding U.S. Government Securities Business Day.

All percentages\nused in or resulting from any calculation of the rate of interest on the notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%, and all U.S. dollar amounts used in or\nresulting from these calculations on the notes will be rounded to the nearest cent, with one-half cent rounded upward.

Acceleration Amount in Case of an Acceleration due to an Event of Default

In case an acceleration of the maturity of the notes shall have occurred and be continuing as a result of an event of default thereunder, the amount declared\ndue and payable for the notes shall be an amount in cash equal to the stated principal amount plus accrued and unpaid interest thereon calculated by State Street Bank, or, if State Street Bank has appointed a designee, after consultation with State\nStreet Bank, by such designee, in its capacity as the calculation agent, as if the date of such acceleration were the maturity date, final floating rate period end date (if applicable) and final floating rate interest payment date.

Determination of SOFR

During the floating rate period,\nthe interest rate for the notes will be determined by reference to SOFR compounded on a daily basis.

“SOFR,” with respect to any U.S.\nGovernment Securities Business Day, means the rate determined by the calculation agent in accordance with the following provisions:

(1)\nthe Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as provided by the New York Federal Reserve, as the administrator of such rate (or a successor administrator) on\n

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\nthe New York Federal Reserve’s Website on or about 5:00 p.m. (New York time) on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business\nDay; or

(2) if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as\nspecified in paragraph (1), unless we or our designee have determined that both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government\nSecurities Business Day for which such rate was published on the New York Federal Reserve’s Website; or

(3) if we or our designee\nhave determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred:

\n\n\n\n\n

•

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant\nGovernmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or

\n\n\n\n\n

•

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or\n

\n\n\n\n\n

•

the sum of: (a) the alternate rate of interest that has been selected by us or our designee as the\nreplacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at\nsuch time and (b) the Benchmark Replacement Adjustment.

“Benchmark” means the Secured Overnight Financing Rate\ncompounded on a daily basis; provided that if we or our designee have determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate or the then-current\nBenchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set\nforth in the order presented in clause (3) of the definition of “SOFR” that can be determined by us or our designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, we or our\ndesignee will have the right to make Benchmark Replacement Conforming Changes from time to time.

“Benchmark Replacement Adjustment” means the\nfirst alternative set forth in the order below that can be determined by us or our designee as of the Benchmark Replacement Date:

(1) the\nspread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark\nReplacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback\nAdjustment;

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee\ngiving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.\ndollar-denominated floating rate notes at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark\nReplacement, any technical, administrative or operational changes (including changes to the definition of “floating rate interest payment period,” timing and frequency of determining rates and making payments of interest and other\nadministrative matters) that we or our designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we or our designee\n

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\ndecide that adoption of any portion of such market practice is not administratively feasible or if we or our designee determine that no market practice for use of the Benchmark Replacement\nexists, in such other manner as we or our designee determine is reasonably necessary).

“Benchmark Replacement Date” means the earliest to\noccur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of\n“Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to\nprovide the Benchmark; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of\nthe public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement\nDate occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator\nhas ceased or will cease to provide the Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for\nthe currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or\nresolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the time of such statement or\npublication, there is no successor administrator that will continue to provide the Benchmark; or

(3) a public statement or publication of\ninformation by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

A\n“business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York or the City of\nBoston.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same\nlength (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“ISDA Definitions” means the 2006 ISDA\nDefinitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to\ntime.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for\nderivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

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“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing\nthe ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“New York Federal Reserve” means the Federal Reserve Bank of New York.

“New York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any\nsuccessor source.

“Reference Time” with respect to any determination of the Benchmark means the time determined by us or our designee in\naccordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal\nReserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial\nMarkets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

If we or our designee have determined that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision\nor election that may be made by us or our designee pursuant to this section “Determination of SOFR,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or\nnon-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

\n\n\n\n\n

•

will be conclusive and binding absent manifest error;

\n\n\n\n\n

•

will be made in our or our designee’s sole discretion; and

\n\n\n\n\n

•

notwithstanding anything to the contrary in the documentation relating to the notes, shall become effective\nwithout consent from the holders of the notes or any other party.

General

Interest will be payable by wire transfer in immediately available funds in U.S. dollars at the office of the paying agent or, in the event the notes are not\nrepresented by Global Notes (as defined below), at the office or agency of State Street maintained for such purpose in the City of Boston.

The\ncalculation agent for the notes shall be State Street Bank or a bank or other entity (which may be an affiliate of State Street) as State Street may appoint. State Street may appoint a different institution to serve as calculation agent from time to\ntime after the original issue date of the notes without the consent of holders of the notes and without notice.

Neither the trustee nor any paying agent\nwill be our designee for purposes of the determinations to be made under the above section “Determination of SOFR”, and neither the trustee nor any paying agent shall have any (i) responsibility or liability for the selection,\nadoption or determination of an alternative or replacement reference rate (including a Benchmark Replacement Adjustment or any Benchmark Replacement Conforming Changes) as a successor or replacement benchmark to SOFR (including whether any such rate\nis the appropriate Benchmark Replacement to SOFR or whether any other conditions to the designation of such rate or any of the

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\ndeterminations to be made pursuant to the above section “Determination of SOFR” have been satisfied) and shall be entitled to rely upon any determination or designation of such a rate\n(and any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes, or other modifier) by the calculation agent, or our designee, or (ii) liability for any failure or delay by us or our designee in performing our respective\nduties under the Indenture, or the notes as a result of the unavailability of SOFR, or any other Benchmark Replacement described herein or the failure of a Benchmark Replacement to be adopted.

Optional Redemption

On at least 5 days’ but no\nmore than 60 days’ prior written notice mailed to the registered holders of the notes, we may redeem the notes in whole, but not in part, on, and only on, October 20, 2036, at a redemption price equal to 100% of the principal amount of the\nnotes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Notwithstanding any of the foregoing, installments of\ninterest on the notes that are due and payable on an interest payment date falling on or prior to the redemption date will be payable on the interest payment date to the registered holders thereof as of the close of business on the relevant record\ndate in accordance with the notes and the Indenture. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes.

Events of Default

The following are “events of\ndefault” with respect to the notes (whatever the reason for such event of default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule\nor regulation of any administrative or governmental body):

(1) default in the payment of any interest upon the notes when it becomes due\nand payable, and continuance of such default for a period of 30 days;

(2) default in the payment of the principal of or any premium\non the notes at their maturity, and continuance of such default for a period of 30 days;

(3) the entry by a court having jurisdiction\nin the premises of (A) a decree or order for relief in respect of State Street in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or\norder appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of State Street or all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and, in the case of\neither clause (A) or (B), the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

(4) the commencement by State Street of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency,\nreorganization or other similar law, or the consent by it to the entry of a decree or order for relief in respect of State Street in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization\nor other similar law, or the consent by it to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of State Street or of all or substantially all of its property, or\nthe taking of corporate action by State Street in furtherance of any such action.

No other defaults under or breaches of the Indenture or the notes will\nresult in an event of default, whether after notice, the passage of time or otherwise. However, certain events may give rise to a covenant breach, as described under the heading “Description of Debt Securities—Covenant Breaches under the\nSenior Indenture” in the accompanying prospectus.

If an event of default occurs and is continuing with respect to the notes, other than an event of\ndefault resulting from voluntary bankruptcy, insolvency or reorganization of State Street (or the consent by State Street to relief in

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\nan insolvency proceeding or to the appointment of a receiver), the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount\nof all notes to be due and payable or deliverable immediately. The notes will automatically be accelerated upon the occurrence of an event of default resulting from voluntary bankruptcy, insolvency or reorganization of State Street (or the consent\nby State Street to relief in an insolvency proceeding or to the appointment of a receiver).

Notwithstanding any provision to the contrary in the\nIndenture, the bankruptcy, insolvency or reorganization of State Street Bank, whether in a voluntary or involuntary proceeding, will not constitute a default or event of default with respect to the notes.

At any time after the trustee or the holders of the notes have accelerated the notes, but before the trustee has obtained a judgment or decree for payment of\nmoney due, the holders of a majority in aggregate principal amount of the outstanding notes may, under certain circumstances, rescind and annul such acceleration and any event of default giving rise to such declaration shall be deemed not to have\noccurred. See “Risk Factors—Risks Relating to the Notes—The notes provide only limited acceleration and enforcement rights.”

Further Issuances

We may from time to time create and\nissue additional notes on terms and conditions substantially identical to those of the notes offered by this prospectus supplement (except for the issue date, public offering price and amount and date of the first payment of interest thereon)\nwithout the consent of the holders of the notes, which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the notes. If the existing notes and the additional notes are not\nfungible for U.S. federal income tax purposes, a separate CUSIP number will be issued for any additional notes.

Modification and Waiver

The Indenture may, with certain exceptions as provided therein, be modified and amended by us and the trustee with the consent of holders of each series of\nnotes affected by such modification or amendment who hold at least a majority in aggregate principal amount of the outstanding notes of such series. In addition, the holders of each series of notes who hold at least a majority in aggregate principal\namount of the outstanding notes of such series may waive, on behalf of all holders of such series, certain covenants and past defaults under the Indenture, except as described under the heading “Description of Debt Securities—Remedies if\nan Event of Default or Covenant Breach under the Senior Indenture Occurs” in the accompanying prospectus.

Delivery and Form

The notes will be represented by permanent global certificates (each a “Global Note” and collectively, the “Global Notes”) deposited\nwith, or on behalf of, DTC and registered in the name of Cede & Co. (DTC’s partnership nominee). The notes will be available for purchase in denominations of $2,000 and integral multiples of $1,000 in excess thereof in book-entry form\nonly. Unless and until certificated notes are issued under the limited circumstances described in the accompanying prospectus, no beneficial owner of a note shall be entitled to receive a definitive certificate representing the notes. So long as DTC\nor any successor depositary (collectively, the “Depositary”) or its nominee is the registered owner of the Global Notes, the Depositary, or such nominee, as the case may be, will be considered to be the sole owner or holder of the notes\nfor all purposes of the Indenture. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may\nelect to hold interests in the Global Notes through DTC either directly if they are participants in DTC or indirectly through organizations that are participants in DTC.

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Clearance and Settlement Procedures

Initial settlement of the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way\nin accordance with DTC rules and will be settled in immediately available funds.

Trustee

U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, will act as trustee for the notes, which will be\nissued under the Indenture. The Indenture is described in the accompanying prospectus. You should read the accompanying prospectus for a general discussion of the terms and provisions of the Indenture.

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MATERIAL U.S. FEDERAL TAX CONSEQUENCES

The following is a summary of material U.S. federal income tax considerations related to the purchase, ownership and disposition of the notes. This summary is\nbased upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations, administrative rulings and judicial decisions in effect as of the date of this prospectus supplement, any of which may\nsubsequently be changed, possibly retroactively, or interpreted differently by the Internal Revenue Service (the “IRS”), so as to result in U.S. federal income tax consequences different from those discussed below. Except where noted,\nthis summary deals only with notes held as capital assets (generally for investment purposes) by a beneficial owner who purchases notes on original issuance at the initial offering price at which a substantial amount of the notes are sold for cash\nto persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers, which we refer to as the “issue price.” This summary does not address all aspects of\nU.S. federal income taxes related to the purchase, ownership and disposition of the notes and does not address all tax consequences that may be relevant to holders in light of their personal circumstances or particular situations, such as:

\n\n\n\n\n

•

tax consequences to holders who may be subject to special tax treatment, including dealers in securities or\ncurrencies, banks and other financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies and traders in securities that elect to use a mark-to-market method of accounting for their securities;

\n\n\n\n\n

•

tax consequences to persons holding notes as a part of a hedging, integrated, conversion or constructive sale\ntransaction or a straddle;

\n\n\n\n\n

•

tax consequences to U.S. holders (as defined below) whose “functional currency” is not the U.S.\ndollar;

\n\n\n\n\n

•

tax consequences to persons required for U.S. federal income tax purposes to conform the timing of income\naccruals with respect to the notes to their financial statements under Section 451 of the Code;

\n\n\n\n\n

•

tax consequences to partnerships or other pass-through entities and their members;

\n\n\n\n\n

•

tax consequences to certain former citizens or residents of the United States;

\n\n\n\n\n

•

U.S. Medicare tax on net investment income or federal alternative minimum tax consequences, if any;\n

\n\n\n\n\n

•

any state, local or foreign tax consequences; and

\n\n\n\n\n

•

U.S. federal estate or gift taxes.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds notes, the tax treatment of a\npartner will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner of notes that is a partnership and partners in such a partnership should consult their tax advisors.

This summary of material U.S. federal income tax considerations is for general information only and is not tax advice for any particular investor. This\nsummary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. If you are considering the purchase of notes, you should consult your tax advisors concerning the U.S. federal income tax\nconsequences to you in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction.

In this\ndiscussion, we use the term “U.S. holder” to refer to a beneficial owner of notes, that is, for U.S. federal income tax purposes:

\n\n\n\n\n

•

an individual citizen or resident of the United States;

\n\n\n\n\n

•

a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes)\ncreated or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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\n\n\n\n\n

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or\n

\n\n\n\n\n

•

a trust, if it (i) is subject to the primary supervision of a court within the U.S. and one or more U.S.\npersons has the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

We use the term “non-U.S. holder” to describe a beneficial owner (other than a partnership or other\npass-through entity) of notes that is not a U.S. holder. Non-U.S. holders should consult their tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.\n

Consequences to U.S. Holders

Payments of\nInterest

Subject to the discussion below regarding original issue discount (“OID”), interest on a note generally will be taxable to a\nU.S. holder as ordinary income at the time it is received or accrued in accordance with the U.S. holder’s usual method of accounting for tax purposes.

It is anticipated, and this discussion assumes, that the issue price of the notes will be equal to the stated principal amount of the notes or, if the issue\nprice is less than the stated principal amount, the difference will be a de minimis amount (as set forth in the applicable U.S. Treasury Regulations). The notes should be treated as variable rate debt instruments with a single fixed rate for\nmore than one year and a qualified floating rate. Accordingly, for purposes of determining whether the notes have OID, an equivalent fixed rate debt instrument must be constructed in the following manner: (i) assuming the actual initial fixed\nrate is replaced with a qualified floating rate such that the fair market value of a note as of the issue date approximates the fair market value of an otherwise identical debt instrument that provides for such qualified floating rate, rather than\nthe fixed rate, and (ii) converting each of the actual qualified floating rate and the substitute qualified floating rate determined in clause (i) into a fixed rate substitute (which, in each case, will generally be the value of the\nqualified floating rate on the issue date). If the equivalent fixed rate debt instrument as constructed pursuant to the foregoing rules has only qualified stated interest, which generally is stated interest that is unconditionally payable in cash or\nproperty, other than debt instruments of the issuer, at least annually during the entire term of the debt instrument at a single fixed rate of interest, then the notes will not have OID (assuming, as noted above, that the issue price of the notes is\nthe stated principal amount or if the issue price is less than the stated principal amount, the difference is a de minimis amount, as set forth in the applicable U.S. Treasury Regulations). If the equivalent fixed rate debt instrument has\ninterest that is not qualified stated interest, then such amount, as well as any amount by which the issue price is less than the stated principal amount, will be OID with respect to the notes unless such amount is de minimis as set forth in\nthe applicable U.S. Treasury Regulations, and U.S. holders of the notes generally would be required to include such OID in gross income over the term of the notes on a constant yield basis, regardless of their regular method of tax accounting. For\npurposes of determining whether the notes have qualified stated interest and OID, the notes will be treated as redeemed on, and only on, October 20, 2036, if redeeming the notes would reduce the yield on the equivalent fixed rate debt instrument.\n

Based on the foregoing, we do not anticipate that the notes will have OID for U.S. federal income tax purposes, but it is possible that the notes could\nhave OID for U.S. federal income tax purposes. The remainder of this discussion assumes that the notes will be treated as variable rate debt instruments and will not be issued with OID.

Sale, Redemption or Other Taxable Disposition of Notes

A U.S. holder generally will recognize gain or loss upon the sale, redemption or other taxable disposition of a note equal to the difference between the amount\nrealized (except to the extent any amount realized is attributable to accrued but unpaid interest, which will be taxable as ordinary interest income to the extent not previously included in income) and such U.S. holder’s adjusted tax basis in\nthe note. A U.S. holder’s adjusted tax basis in a

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\nnote will generally be equal to the amount that such U.S. holder paid for the note decreased by the amount of any principal payments received by the U.S. holder with respect to such note. Any\ngain or loss recognized on a taxable disposition of the note will be capital gain or loss. If, at the time of the sale, redemption or other taxable disposition of the note, a U.S. holder is treated as holding the note for more than one year, such\ncapital gain or loss will be a long-term capital gain or loss. Otherwise, such capital gain or loss will be a short-term capital gain or loss. In the case of certain non-corporate U.S. holders (including\nindividuals), long-term capital gain generally is subject to U.S. federal income tax at a lower rate than short-term capital gain, which is taxed at ordinary income rates. A U.S. holder’s ability to deduct capital losses may be limited.

Assumption of Our Obligations under the Notes

Under certain circumstances described in the accompanying prospectus under the heading “Description of Debt Securities—Consolidation, Merger and\nSale of Assets,” our obligations under the notes and the Indenture may be assumed by another person. An assumption by another person of our obligations under the notes and the Indenture might be deemed for U.S. federal income tax purposes to\nbe an exchange by a holder of the notes for new notes, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holder. In certain circumstances, such an assumption might not be deemed an exchange\nfor U.S. federal income tax purposes. Holders should consult their own tax advisors regarding the tax consequences of such an assumption.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to payments of interest on the notes and to the proceeds of a sale of a note paid to a U.S. holder\nunless the U.S. holder is an exempt recipient (such as a corporation). Backup withholding will apply to those payments if the U.S. holder fails to provide its correct taxpayer identification number, or certification of exempt status, generally by\nproviding an IRS Form W-9 or an approved substitute, or if the U.S. holder is notified by the IRS that the U.S. holder has failed to report in full payments of interest and dividend income. Backup withholding\nis not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the\nIRS.

Consequences to Non-U.S. Holders

Payments of Interest

In general, payments of\ninterest on the notes to, or on behalf of, a non-U.S. holder will be considered “portfolio interest” and, subject to the discussions below of income effectively connected with a U.S. trade or\nbusiness, backup withholding, and FATCA, will not be subject to U.S. federal income or withholding tax, provided that:

\n\n\n\n\n

•

the non-U.S. holder does not directly or indirectly, actually or\nconstructively, own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3) of the Code;

\n\n\n\n\n

•

the non-U.S. holder is not, for U.S. federal income tax purposes, a\ncontrolled foreign corporation that is related to us (actually or constructively) through stock ownership;

\n\n\n\n\n

•

the non-U.S. holder is not a bank whose receipt of interest on a note is\ndescribed in Section 881(c)(3)(A) of the Code; and

\n\n\n\n\n

•

the non-U.S. holder provides its name, address, and taxpayer\nidentification number, if any, and certifies, under penalties of perjury, that it is not a U.S. person (which certification may be made on an IRS Form W-8BEN, W-8BEN-E or other applicable form) or the non-U.S. holder holds the notes through certain foreign intermediaries or certain foreign partnerships, and the non-U.S. holder and the foreign intermediary or foreign partnership satisfy the certification requirements of applicable U.S. Treasury Regulations. Special certification rules apply to\nnon-U.S. holders that are pass-through entities.

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If a non-U.S. holder cannot satisfy the requirements described\nabove, payments of interest generally will be subject to the 30% U.S. federal withholding tax, unless the non-U.S. holder provides us with a properly executed (i) IRS Form\nW-8BEN or W-8BEN-E (or other applicable form) claiming an exemption from or reduction in withholding under an applicable income\ntax treaty or (ii) IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and includable in the non-U.S. holder’s gross income.

If a non-U.S. holder is engaged in a trade or business in the United States and interest on the notes is effectively\nconnected with the conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base, then, although the non-U.S. holder\nwill be exempt from the 30% withholding tax (provided the certification requirements discussed above are satisfied), the non-U.S. holder will be subject to U.S. federal income tax on that interest on a net\nincome basis at regular U.S. federal income tax rates, generally in the same manner as if the non-U.S. holder were a U.S. holder. In addition, if a non-U.S. holder is a\nforeign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Sale, Redemption or Other Taxable Disposition of Notes

Subject to the discussion below regarding backup withholding and FATCA, gain realized by a non-U.S. holder on the sale,\nredemption or other taxable disposition of a note will not be subject to U.S. income tax unless:

\n\n\n\n\n

•

that gain is effectively connected with the non-U.S. holder’s\nconduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base); or

\n\n\n\n\n

•

the non-U.S. holder is an individual who is present in the United States\nfor 183 days or more in the taxable year of that disposition and certain other conditions are met.

If a\nnon-U.S. holder is described in the first bullet point above, it will be subject to tax on the net gain derived from the sale, redemption or other taxable disposition of the notes at regular U.S. federal\nincome tax rates, generally in the same manner as if the non-U.S. holder were a U.S. holder. In addition, if a non-U.S. holder is a foreign corporation, it may be\nsubject to the branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments. If a\nnon-U.S. holder is an individual described in the second bullet point above, such holder will be subject to a flat 30% tax (unless an applicable income tax treaty provides otherwise) on the gain derived from\nthe sale, redemption or other taxable disposition, which may be offset by certain U.S. source capital losses, even though such holder is not considered a resident of the United States.

Information Reporting and Backup Withholding

Generally, we must report annually to the IRS and to non-U.S. holders the amount of interest paid to non-U.S. holders and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and withholding may also be made available to the tax\nauthorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty.

In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest that we\nmake, provided the certification described above in the last bullet point under “Consequences to Non-U.S. Holders—Payments of Interest” has been received and we do not have actual knowledge\nor reason to know that the holder is a U.S. person, as defined under the Code, who is not an exempt recipient. In addition, a non-U.S. holder will be subject to information reporting and, depending on the\ncircumstances, backup withholding with respect to payments of the proceeds of the sale of a note within the United States or conducted through certain

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\nU.S.-related financial intermediaries, unless the certification described above has been received, and we do not have actual knowledge or reason to know that a holder is a U.S. person, as defined\nunder the Code, who is not an exempt recipient, or the non-U.S. holder otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules\nwill be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is furnished timely to the IRS. The backup withholding and\ninformation reporting rules are complex, and non-U.S. holders are urged to consult their own tax advisors regarding application of these rules to their particular circumstances.

FATCA

Provisions of the Code commonly referred to\nas the Foreign Account Tax Compliance Act, or FATCA, generally impose a 30% withholding tax on payments of interest on the notes if paid to a foreign entity unless (i) if the foreign entity is a “foreign financial institution,” the\nforeign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” the foreign entity identifies certain of its U.S.\ninvestors, or (iii) the foreign entity is otherwise exempt from FATCA. While withholding under FATCA may also apply to gross proceeds from the sale or other disposition of the notes (including settlement of the notes at maturity), under\nproposed U.S. Treasury Regulations, withholding on payments of gross proceeds is not required. Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued.\nProspective investors are encouraged to consult their own tax advisors regarding the possible implications of FATCA on their investment in the notes.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus supplement, we have\nagreed to sell to the underwriters named below, for whom Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC are acting as representatives, the following respective principal\namounts of the notes:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Notes
Goldman Sachs & Co. LLC	$	150,000,000
Morgan Stanley & Co. LLC		150,000,000
Scotia Capital (USA) Inc.		150,000,000
TD Securities (USA) LLC		150,000,000
CastleOak Securities, L.P.		37,500,000
Drexel Hamilton, LLC		37,500,000
Independence Point Securities LLC		37,500,000
Mischler Financial Group, Inc.		37,500,000

Total	$	750,000,000

The underwriting agreement provides that, subject to certain conditions, the underwriters are obligated to purchase all of the\nnotes in the offering if they purchase any notes. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the\noffering may be terminated. The offering of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The underwriters propose to offer the notes initially at the public offering price on the cover page of this prospectus supplement and to selling group\nmembers at that price less a selling concession of up to 0.2400% of the principal amount per note. Any underwriter may allow, and any such dealer may reallow, a concession of up to 0.1250% of the principal amount per note to certain other dealers.\nAfter the initial public offering of the notes, the underwriters may change the public offering price and concessions and discounts to dealers.

The\nfollowing table summarizes the compensation we will pay:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Per Note			Total
Underwriting discount		0.400	%		$	3,000,000

We estimate that we will pay expenses of approximately $1.4 million in connection with this offering.

The notes are a new issue of securities with no established trading market. In addition, we have not applied and do not intend to list the notes on any\nsecurities exchange or to have the notes quoted on a quotation system. One or more of the underwriters intends to make a secondary market for the notes. However, they are not obligated to do so and may discontinue making a secondary market for the\nnotes at any time without notice. No assurance can be given as to how liquid the trading market for the notes will be.

We have agreed to indemnify the\nseveral underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

Certain of the underwriters in this offering (or their affiliates) may also act as initial purchasers in the State Street Bank offering. Additionally, some of\nthe underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive,\ncustomary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their\naffiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)

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\nand financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or\ninstruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such\nunderwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered\nhereby. Any such credit default swaps or short positions could adversely affect the future trading price of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express\nindependent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and\npenalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

\n\n\n\n\n

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not\nexceed specified maximum prices.

\n\n\n\n\n

•

Over-allotment involves sales by the underwriters of notes in excess of the number of notes the underwriters are\nobligated to purchase, which creates a syndicate short position.

\n\n\n\n\n

•

Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been\ncompleted in order to cover syndicate short positions. A short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the notes in the open market after pricing that could\nadversely affect investors who purchase in the offering.

\n\n\n\n\n

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the notes\noriginally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the notes\nor preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.\n

The underwriters expect to deliver the notes to purchasers on or about October 20, 2026, which will be the third business day following the pricing\nof the notes (such settlement cycle being herein referred to as “T + 3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one\nbusiness day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day preceding the settlement date will be required, by virtue of the fact that the notes\ninitially will settle T + 3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the business day preceding the settlement date should\nconsult their own advisors.

The notes are offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to\nmake such offers.

Selling Restrictions

Notice\nto Prospective Investors in Canada

The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that\nare accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National\nInstrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in

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\naccordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus\nsupplement and the accompanying prospectus (including any amendment thereto) contain a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities\nlegislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal\nadvisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this\noffering.

Notice to Prospective Investors in the European Economic Area

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail\ninvestor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,\n“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of\nArticle 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as\namended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any\nretail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of the notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus\nRegulation from the requirement to publish a prospectus for offers of the notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

In connection with the offering, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., and TD Securities (USA) LLC\nare not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing the protections afforded to their clients nor for providing advice in relation to the offering.

The above selling restriction is in addition to any other selling restrictions set out below.

Notice to Prospective Investors in the United Kingdom

This prospectus supplement has been prepared on the basis that the offering of the securities falls within one of the exceptions specified in Part 1 of\nSchedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) and, accordingly, there will not be a prospectus prepared or published for the purposes of the POATRs. This prospectus supplement does not\nconstitute a prospectus for the purposes of the POATRs.

An offer to the public of any securities may not be made in the United Kingdom, except that an\noffer to the public in the United Kingdom of any securities may be made at any time under the following exemptions:

\n\n\n\n

(a)

at any time to any legal entity which is a qualified investor as defined in paragraph 15 of Schedule 1 to the\nPOATRs;

\n\n\n\n

(b)

at any time to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1\nto the POATRs) in the United Kingdom subject to obtaining the prior consent of the relevant underwriters nominated by us for any such offer; or

\n\n\n\n

(c)

at any time in any other circumstances falling within Part 1 of Schedule 1 to the POATRs.\n

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For the purposes of this provision, the expression an “offer to the public” in relation to any\nsecurities in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the\nsecurities.

The notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or\notherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is neither (i) a professional client, as defined in point (8) of Article 2(1) of Regulation\n(EU) 600/2014 as it forms a part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading\nRegulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the notes or otherwise making them available to retail investors in the UK has been\nprepared and therefore offering, selling or distributing the notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Each underwriter has represented and agreed that: (a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or\ndisposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the notes other than to persons whose ordinary activities involve them in acquiring, holding,\nmanaging or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses\nwhere the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by the issuer; (b) it has only communicated or caused to be\ncommunicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the notes in\ncircumstances in which Section 21(1) of the FSMA does not apply to the issuer and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or\notherwise involving the UK.

Notice to Prospective Investors in Hong Kong

The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the\nmeaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in\nother circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or\nmay be in the possession of any person for the purpose of issue (in each case, whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to\ndo so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures\nOrdinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange\nLaw”) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including\nany corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the\nregistration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

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Notice to Prospective Investors in Korea

This prospectus supplement should not be construed in any way as our (or any of our affiliates or agents) soliciting investment or offering to sell the notes\nin the Republic of Korea (“Korea”). We are not making any representation with respect to the eligibility of any recipients of this prospectus supplement to acquire the notes under the laws of Korea, including, without limitation, the\nFinancial Investment Services and Capital Markets Act (the “FSCMA”), the Foreign Exchange Transaction Act (the “FETA”), and any regulations thereunder. The notes have not been registered with the Financial Services Commission\nof Korea in any way pursuant to the FSCMA, and the notes may not be offered, sold or delivered, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable\nlaws and regulations of Korea. Furthermore, the notes may not be resold to any Korean resident unless such Korean resident as the purchaser of the resold notes complies with all applicable regulatory requirements (including, without limitation,\nreporting or approval requirements under the FETA and regulations thereunder) relating to the purchase of the resold notes.

Notice to Prospective\nInvestors in Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,\nthis prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the\nsubject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the\n“SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions\nof, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which\nis a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an\naccredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an\ninstitutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of\nthe SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities\nand Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the notes are subscribed\nor purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the\ntrust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an\ninstitutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a\nconsideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for\nthe transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c)\nof the SFA, State Street has determined, and hereby notifies all relevant

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\npersons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products)\nRegulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on\nRecommendations on Investment Products).

Notice to Prospective Investors in Taiwan

The notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or any other regulatory\nauthority of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which could constitute an offer within the meaning of the Securities and\nExchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized\nto offer or sell the notes in Taiwan.

Notice to Prospective Investors in Switzerland

The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”), and\nno application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to the notes\nconstitutes a prospectus pursuant to the FinSA, and neither this prospectus supplement nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments\nCommission in relation to this offering. This prospectus supplement does not constitute a prospectus, product disclosure statement, or other disclosure document under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations\nAct”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the securities may only be made to persons (the “Exempt Investors”) who are “sophisticated investors”\n(within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the\nCorporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities\napplied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the\nCorporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise, or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any\nperson acquiring notes must observe such Australian on-sale restrictions.

This prospectus supplement contains\ngeneral information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an\ninvestment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances and, if necessary, seek expert advice on those matters.

S-45

Notice to Prospective Investors in Brazil

The offer and sale of the securities have not been and will not be registered with the Brazilian Securities Commission (Comissão de Valores\nMobiliários, or “CVM”) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution No. 160, dated 13 July 2022, as amended, or unauthorized distribution\nunder Brazilian laws and regulations. The securities may only be offered to Brazilian Professional Investors (as defined by applicable CVM regulation), who may only acquire the securities through a\nnon-Brazilian account, with settlement outside Brazil in non-Brazilian currency. The trading of these securities on regulated securities markets in Brazil is prohibited.\n

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus supplement relates to an “Exempt Offer” in accordance with the Offered Securities Rules of the Dubai Financial Services Authority\n(the “DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no\nresponsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus\nsupplement. The securities to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities should conduct their own due diligence on the securities. If you do not\nunderstand the contents of this prospectus supplement, you should consult an authorized financial advisor.

Notice to Prospective Investors in the\nUnited Arab Emirates

The securities have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates\n(including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus\nsupplement does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus supplement has not been approved by or filed with\nthe Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority (FSRA) or the Dubai Financial Services Authority.

S-46

LEGAL MATTERS

Certain legal matters in connection with the offering of the notes will be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP. The underwriters\nhave been represented by Cravath, Swaine & Moore LLP.

EXPERTS

The consolidated financial statements of State Street Corporation appearing in State Street Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, and the effectiveness of State Street Corporation’s internal control over financial reporting as of December 31, 2025, have been audited by Ernst &\nYoung LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and State Street Corporation management’s\nassessment of the effectiveness of internal control over financial reporting as of December 31, 2025 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.\n

With respect to the unaudited condensed consolidated interim financial information of State Street Corporation for the three-month periods ended\nMarch 31, 2026 and March 31, 2025, and the three- and six-month periods ended June 30, 2026 and June 30, 2025, incorporated by reference herein, Ernst & Young LLP reported that\nthey have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated April 29, 2026 and July 30, 2026, included in State Street Corporation’s Quarterly\nReports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, and incorporated by reference herein, state that they did not audit and they do not express an opinion on that interim\nfinancial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Ernst & Young LLP is not subject to the liability\nprovisions of Section 11 of the Securities Act for their reports on the unaudited interim financial information because those reports are not a “report” or a “part” of the Registration Statement prepared or certified by\nErnst & Young LLP within the meaning of Sections 7 and 11 of the Securities Act.

S-47

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the\nInternet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at investors.statestreet.com. Our website is not a part of this prospectus supplement or the\naccompanying prospectus.

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose\nimportant information to you by referring you to other documents. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus and information that we file later with the SEC will\nautomatically update and supersede this information. In all cases, you should rely on the later information over different information included in this prospectus supplement and accompanying prospectus.

We incorporate by reference the documents listed below (File No. 001-07511) and all future filings we make with\nthe SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering of the notes, except to the extent that any information contained in such filings is deemed “furnished” in accordance with\nSEC rules:

\n\n\n\n\n

•

Annual Report on Form\n 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), including the information specifically incorporated by reference into the\n2025 Form 10-K from our definitive Proxy Statement on Schedule 14A for\nour 2026 Annual Meeting of Shareholders;

\n\n\n\n\n

•

Quarterly Reports on Form 10-Q for the quarterly periods ended March 31,\n 2026 and June 30, 2026; and

\n\n\n\n\n

•

Current Reports on Form 8-K filed on March 23,\n 2026, March \n31, 2026, April \n24, 2026, May \n26, 2026, July \n23, 2026, August \n7, 2026, August \n12, 2026, September \n14, 2026 and October 14, 2026 (with respect to Item 5.02 only).

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

State Street Corporation

One\nCongress Street

Boston, Massachusetts 02114

Telephone: (617) 786-3000

Attn: Corporate Secretary

S-48

PROSPECTUS

State Street Corporation

Debt Securities

Preferred Stock

Depositary Shares

Common\nStock

Purchase Contracts

Units

Warrants

We may offer and sell securities from time to time in one or more offerings.

This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will\nprovide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information\ncontained in this document. You should read this prospectus and any applicable prospectus supplement before you invest.

We may offer\nthese securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents or through underwriters and dealers. If agents, underwriters or dealers are used to sell the\nsecurities, we will name them and describe their compensation in a prospectus supplement.

Our common stock is listed on The New York\nStock Exchange under the symbol “STT.”

Investing in these securities involves certain risks. See the information included under “Risk\nFactors” on page 5 of this prospectus and in any accompanying prospectus supplement, and under similar headings in the documents incorporated by reference in this prospectus or any prospectus supplement, for a discussion of the factors you\nshould carefully consider before deciding to purchase these securities.

These securities are not deposits or other obligations of a\nbank and, unless the applicable prospectus supplement so indicates, are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other federal agency.

Our principal executive offices are located at One Congress Street, Boston, Massachusetts 02114 and our telephone number is (617) 786-3000.

Neither the Securities and Exchange Commission nor any state securities commission has\napproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 20, 2025

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			1

WHERE YOU CAN FIND MORE INFORMATION			2

INCORPORATION BY REFERENCE			3

FORWARD-LOOKING STATEMENTS			4

RISK FACTORS			5

STATE STREET CORPORATION			6

USE OF PROCEEDS			7

DESCRIPTION OF DEBT SECURITIES			8

DESCRIPTION OF PREFERRED STOCK			20

DESCRIPTION OF DEPOSITARY SHARES			25

DESCRIPTION OF COMMON STOCK			28

DESCRIPTION OF PURCHASE CONTRACTS			31

DESCRIPTION OF UNITS			32

DESCRIPTION OF WARRANTS			33

FORMS OF SECURITIES			34

PLAN OF DISTRIBUTION			36

LEGAL MATTERS			39

EXPERTS			39

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the\n“SEC,” as a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” utilizing an automatic “shelf” registration\nprocess. Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or\nmore prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the\naccompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information”.

You should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement\nor in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the\nsolicitation of an offer to buy any securities other than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which\nsuch offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their\nrespective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

The terms “State Street,” “we,” “our,” “ours” and “us” refer to State Street\nCorporation, which is a financial holding company headquartered in Boston, Massachusetts, and its subsidiaries on a consolidated basis, unless the context otherwise requires. References to “State Street Bank” mean State Street Bank and\nTrust Company, which is our principal banking subsidiary.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the\npublic over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on the “Filings & reports” tab of our website at\ninvestors.statestreet.com. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the\nregistration statement in accordance with SEC rules and regulations. You should review the information in and exhibits to the registration statement for further information about us and our consolidated subsidiaries and the securities we are\noffering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings and the\nexhibits attached thereto. You should review the complete document to evaluate these statements.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important\ninformation to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with\nthe SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we\nincorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 001-07511) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act” (in each case, other\nthan those documents or the portions of those documents not deemed to be filed) until the offering of the securities under the registration statement is terminated or completed:

\n\n\n\n\n

•

Annual Report on Form\n 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) as filed with the SEC on February 13, 2025 including the information\nspecifically incorporated by reference into the 2024 Form 10-K from our definitive\n proxy statement for the 2025 Annual Meeting of Stockholders;

\n\n\n\n\n

•

Quarterly Report on Form\n 10-Q for the fiscal quarter ended March 31, 2025 as filed with the SEC on May 1, 2025;

\n\n\n\n\n

•

Current Reports on Form 8-K as filed with the SEC on January\n 17, 2025 (with respect to Item 5.02 only), February \n5, 2025, February \n6, 2025, February \n26, 2025, February \n28, 2025, April \n24, 2025, April \n30, 2025, and May 19, 2025; and

\n\n\n\n\n

•

The description of our common stock contained in our Registration Statement on Form 8-A (relating to our common stock) filed on January \n18, 1995 and, updated on March \n7, 1995 as further updated and superseded by the description of our common stock contained in Exhibit 4.1 to the 2024 Form 10-K and including any amendments and reports filed for the purpose of updating such description.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or telephone number:

State Street Corporation

One\nCongress Street

Boston, Massachusetts 02114

Telephone: (617) 786-3000

Attn: Corporate Secretary

FORWARD-LOOKING STATEMENTS

This prospectus, as well as other reports and proxy materials submitted by us under the Exchange Act, registration statements filed by us\nunder the Securities Act, our annual report to shareholders and other public statements we may make, may contain statements (including statements in our Management’s Discussion and Analysis included in such reports, as applicable) that are\nconsidered “forward-looking statements” within the meaning of U.S. securities laws, including statements about our goals and expectations regarding our business, financial and capital condition, results of operations, strategies, cost\nsavings and transformation initiatives, investment portfolio performance, dividend and stock purchase programs, acquisitions, outcomes of legal proceedings, market growth, joint ventures and divestitures, client growth, new technologies, services\nand opportunities, sustainability and impact, human capital and climate, as well as industry, governmental, regulatory, economic and market trends, initiatives and developments, the business environment and other matters that do not relate strictly\nto historical facts. Terminology such as “expect,” “outlook,” “will,” “goal,” “target,” “strategy,” “may,” “estimate,” “plan,”\n“intend,” “objective,” “forecast,” “believe,” “priority,” “anticipate,” “seek,” and “trend,” or similar statements or variations of such terms, are\nintended to identify forward-looking statements, although not all forward-looking statements contain such terms.

Forward-looking\nstatements are subject to various risks and uncertainties, which change over time, are based on management’s expectations and assumptions at the time the statements are made and are not guarantees of future results. Management’s\nexpectations and assumptions, and the continued validity of the forward-looking statements, are subject to change due to a broad range of factors affecting the U.S. and global economies, regulatory environment and the equity, debt, currency and\nother financial markets, as well as factors specific to State Street and its subsidiaries, including State Street Bank. Factors that could cause changes in the expectations or assumptions on which forward-looking statements are based cannot be\nforeseen with certainty and include the factors described in our 2024 Form 10-K under the headings “Risk Factors Summary” and “Risk Factors” and elsewhere in the 2024 Form 10-K, including under “Management’s Discussion and Analysis.”

Actual outcomes and\nresults may differ materially from what is expressed in our forward-looking statements and from our historical financial results due to the factors discussed in this section and elsewhere in this prospectus and documents incorporated herein by\nreference or disclosed in our other SEC filings, including the risk factors described in the 2024 Form 10-K. Forward-looking statements in this prospectus and the documents incorporated herein by reference\nshould not be relied on as representing our expectations or assumptions as of any time subsequent to the time this prospectus is filed with the SEC. We undertake no obligation to revise our forward-looking statements after the time they are made.\nThe factors discussed herein are not intended to be a complete statement of all risks and uncertainties that may affect our businesses. We cannot anticipate all developments that may adversely affect our business or operations or our consolidated\nresults of operations, financial condition or cash flows.

Forward-looking statements should not be viewed as predictions and should not\nbe the primary basis on which investors evaluate State Street. Any investor in State Street should consider all risks and uncertainties disclosed in our SEC filings, described above under “Where You Can Find More Information,” all of\nwhich are accessible on the SEC’s website at www.sec.gov or on the “Filings & reports” tab of our website at investors.statestreet.com. We have included the website addresses of State Street (including\nreferences to investors.statestreet.com) and the SEC in this prospectus as inactive textual references only. Information on those websites (or any other) are not incorporated by reference into this document.

RISK FACTORS

Investing in our securities involves certain risks. You should carefully review the risks and uncertainties described under the heading\n“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the 2024 Form 10-K, as updated by our subsequent filings,\nwhich are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a part. Each of the risk factors could adversely\naffect our business, results of operations, financial condition and cash flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your\ninvestment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.

STATE STREET CORPORATION

State Street Corporation is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. Through our\nsubsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, referred to as State Street Bank, we provide a broad range of financial products and services to institutional investors worldwide, with $46.73 trillion\nof assets under custody and/or administration and $4.67 trillion of assets under management as of March 31, 2025.

As of\nMarch 31, 2025, we had consolidated total assets of $372.69 billion, consolidated total deposits of $272.06 billion, consolidated total shareholders’ equity of $26.69 billion and approximately 53,000 employees. We operate\nin more than 100 geographic markets worldwide, including the United States, Canada, Latin America, Europe, the Middle East and Asia.

Our\noperations are organized into two lines of business: Investment Servicing and Investment Management, which are defined based on products and services provided.

Our common stock is listed on the New York Stock Exchange under the ticker symbol “STT.” Our executive offices are located at One\nCongress Street, Boston, Massachusetts 02114, and our telephone number is (617) 786-3000.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless\notherwise indicated in the applicable prospectus supplement. General corporate purposes may include, without limitation, working capital, capital expenditures, investments in or loans to our subsidiaries, refinancing of outstanding indebtedness,\nshare repurchases (including, but not limited to, repurchases of our common stock), dividends, funding potential future acquisitions and satisfaction of other obligations.

DESCRIPTION OF DEBT SECURITIES

The senior debt securities will be issued under an indenture dated as of October 31, 2014, between us and U.S. Bank Trust Company,\nNational Association as successor in interest to U.S. Bank National Association, as senior trustee, which we refer to as the original senior indenture, as supplemented by the first supplemental indenture, dated as of May 8, 2017 between us and\nthe senior trustee, which we refer to as the first senior supplemental indenture. We refer to the original senior indenture as amended by the first senior supplemental indenture as the senior indenture. The original senior indenture and the first\nsenior supplemental indenture are filed as exhibits to and incorporated by reference into the registration statement of which this prospectus forms a part.

The subordinated debt securities will be issued under an indenture dated as of October 31, 2014, between us and Computershare Trust\nCompany, N.A. (as successor to Wells Fargo Bank, National Association), as subordinated trustee, which we refer to as the original subordinated indenture, as amended by the first supplemental indenture, dated as of November 2, 2017 between us\nand the subordinated trustee, which we refer to as the first subordinated supplemental indenture. We refer to the original subordinated indenture as amended by the first subordinated supplemental indenture as the subordinated indenture. We refer to\nthe senior indenture and the subordinated indenture, as each may be amended or supplemented from time to time, individually as an indenture and collectively as the indentures. The original subordinated indenture and the first subordinated\nsupplemental indenture are filed as exhibits to and incorporated by reference into the registration statement of which this prospectus forms a part. For purposes of this section entitled “Description of Debt Securities,” references to\n“State Street,” “we,” “our,” “ours” and “us” relate only to State Street Corporation and not its subsidiaries.

The following summaries of the material terms of the indentures are not complete and are subject to, and are qualified in their entirety by\nreference to, the specific text of the respective indentures, including the definitions of terms. The following summaries describe the general terms and provisions of the debt securities to be offered by prospectus supplement. The particular terms\nof the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities so offered, will be described in the prospectus supplement relating to such offered securities.\n

The senior debt securities will be unsecured and will rank equally in right of payment with all other unsecured and unsubordinated\nindebtedness of State Street. The subordinated debt securities will be unsecured and will be subordinated to all existing and future senior indebtedness as described under “Description of Debt Securities— Subordination” and\n“—Subordinated Debt Securities” beginning on page 16. We are a holding company and conduct substantially all of our operations through subsidiaries. As a result, claims of holders of the debt securities will generally have a junior\nposition to claims of creditors of our subsidiaries, except to the extent that we may be recognized as a creditor of those subsidiaries. In addition, our right to participate as a shareholder in any distribution of assets of any subsidiary (and thus\nthe ability of holders of the debt securities to benefit as our creditors from such distribution) is junior to the rights of creditors of that subsidiary. In addition, dividends, loans and advances from certain of our banking subsidiaries, including\nState Street Bank, to us and our non-banking subsidiaries are restricted by law.

General

We may issue the debt securities from time to time, without limitation as to aggregate principal amount and in one or more series. We also may,\nfrom time to time, incur additional indebtedness that is senior to the debt securities. Neither the indentures nor the debt securities will limit or otherwise restrict the amount of other indebtedness which may be incurred or other securities that\nmay be issued by us or our subsidiaries, including indebtedness that may rank senior to the debt securities.

We may issue debt securities upon the satisfaction of conditions contained in the\nindentures. The applicable prospectus supplement will include the terms of each series of debt securities being offered, including:

\n\n\n\n\n

•

the title of the debt securities of the series;

\n\n\n\n\n

•

any limit upon the aggregate principal amount of the debt securities;

\n\n\n\n\n

•

whether the debt securities are senior debt securities or subordinated debt securities;

\n\n\n\n\n

•

the person to whom any interest shall be payable;

\n\n\n\n\n

•

the date or dates on which the principal is payable;

\n\n\n\n\n

•

the rate or rates at which the debt securities shall bear interest, if any; the date or dates from which any such\ninterest shall accrue; the dates on which any such interest shall be payable; and the record date for any such interest payable on any interest payment date;

\n\n\n\n\n

•

the place or places where the principal of and any premium and interest on debt securities of the series shall be\npayable;

\n\n\n\n\n

•

the period or periods within which, the price or prices at which and the terms and conditions upon which debt\nsecurities of the series may be redeemed, in whole or in part, at the option of State Street;

\n\n\n\n\n

•

the obligation to redeem or purchase debt securities of the series pursuant to any sinking fund or analogous\nprovisions or at the option of the holder thereof;

\n\n\n\n\n

•

if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any debt\nsecurities of the series shall be issuable;

\n\n\n\n\n

•

any index used to determine the amount of payment of principal of, and any premium and interest on, the debt\nsecurities;

\n\n\n\n\n

•

if other than the currency of the United States of America, the currency, currencies or currency units in which\nthe principal of or any premium or interest on debt securities of the series shall be payable;

\n\n\n\n\n

•

if debt securities of the series are to be payable, at our election or at the election of the registered holder\nthereof, in one or more currencies or currency units other than that or those in which such debt securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such debt\nsecurities as to which such election is made shall be payable;

\n\n\n\n\n

•

if other than the entire principal amount, the portion of the principal amount of the debt securities payable\nupon acceleration of the maturity of the debt securities;

\n\n\n\n\n

•

the manner in which the amount that shall be deemed to be the principal amount of the debt securities on or prior\nto the maturity date shall be determined;

\n\n\n\n\n

•

whether the debt securities (in whole or any specified part thereof) are to be defeasable, and the manner in\nwhich the election to defease the debt securities shall be evidenced;

\n\n\n\n\n

•

whether the debt securities are to be issued in global form;

\n\n\n\n\n

•

any additional or different events of default that apply to the debt securities of the series and any change in\nthe rights of the trustee or the required holders of those debt securities to declare the principal thereof due and payable;

\n\n\n\n\n

•

any additional or different covenants that apply to the debt securities of the series;

\n\n\n\n\n

•

with respect to subordinated debt securities, whether any changes to the subordination provisions of the\nsubordinated indenture will apply;

\n\n\n\n\n

•

any special tax implications of such series of debt securities; and

\n\n\n\n\n

•

any other terms of the debt securities of that series.

We may issue debt securities under the indentures upon the exercise of warrants to purchase\ndebt securities. Please see “Description of Warrants.” Nothing in the indentures or in the terms of the debt securities will prohibit the issuance of securities representing subordinated indebtedness that is senior or junior to the\nsubordinated debt securities.

Debt securities may be issued as original issue discount securities that bear no interest or interest at a\nrate which at the time of issuance is below market rates and which will be sold at a substantial discount below their principal amount. In the event that the maturity of any original issue discount security is accelerated, the amount payable to the\nholder of the original issue discount security upon acceleration will be determined in accordance with the applicable prospectus supplement, the terms of such security and the relevant indenture, but will be an amount less than the amount payable at\nthe maturity of the principal of such original issue discount security. Special federal income tax and other considerations relating to original issue discount securities will be described in the applicable prospectus supplement.

In the event any sinking fund is established for the retirement of debt securities of any series, we may satisfy all or any part of the\nsinking fund payments with debt securities of such series under certain circumstances and to the extent provided for by the terms of such debt securities.

We will have the ability under the indentures to reopen a previously issued series of debt securities and issue additional debt securities of\nthat series or establish additional terms of the series. We are also permitted to issue additional series of debt securities with the same terms as the previously issued series.

Unless otherwise indicated in the applicable prospectus supplement, the covenants contained in the indentures and the debt securities will not\nprotect holders in the event of a sudden decline in our creditworthiness that might result from a recapitalization, restructuring or other highly leveraged transaction.

Registration and Transfer

Unless\notherwise indicated in the applicable prospectus supplement, we will issue each series of debt securities in registered form only, without coupons and in denominations of $1,000 or integral multiples thereof. Holders may present debt securities in\nregistered form for transfer or exchange for other debt securities of the same series at the office or agency of State Street maintained for such purpose.

No service charge will be made for any transfer or exchange of the debt securities but we may require payment of a sum sufficient to cover any\ntax or other governmental charge payable in connection with any transfer or exchange.

Payment and Place of Payment

Unless otherwise indicated in the applicable prospectus supplement, we will pay principal of, and any premium and interest on, the debt\nsecurities to the holders of record at the office or agency of State Street maintained for such purpose. However, at our option, we may pay any interest by check mailed to the holders of record of registered debt securities at their registered\naddresses.

Events of Default under the Senior Indenture

Unless otherwise indicated in the applicable prospectus supplement, the following are events of default under the senior indenture:

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default in the payment of any interest on the debt securities when due, which continues for 30 days;\n

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default in the payment of any principal of, or premium on, the debt securities when due, which continues for 30\ndays; and

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specified events of bankruptcy, insolvency or reorganization of State Street Corporation.

No other defaults under or breaches of the senior indenture or any senior debt securities\nwill result in an event of default, whether after notice, the passage of time or otherwise. For example and for the avoidance of doubt, the bankruptcy, insolvency or reorganization of State Street Bank, whether in a voluntary or involuntary\nproceeding, will not constitute a default or event of default under the senior indenture. However, certain events may give rise to a covenant breach, as described below under “—Covenant Breaches.”

Senior debt securities issued by us prior to the date of the first supplemental indenture (the\n“Pre-2017 Senior Debt”) contain events of default that are different from those set forth above. In particular:

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The events of default applicable to the Pre-2017 Senior Debt do not\nprovide for a 30-day cure period with respect to any failure by us to pay the principal of, or premium on, those senior debt securities;

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The Pre-2017 Senior Debt contains an additional event of default that is\napplicable if we fail to perform any of the covenants contained in the terms and conditions of, or the indenture governing, those senior debt securities and that failure continues for 90 days; and

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The events of default applicable to most series of Pre-2017 Senior Debt\nprovide that specified events of bankruptcy, insolvency or reorganization of State Street Bank would constitute an event of default with respect to those senior debt securities.

Accordingly, if we fail to pay the principal of, or premium on, any series of Pre-2017 Senior Debt\nwhen due, the holders of such senior debt securities would be entitled to declare their securities due and payable immediately, whereas holders of the senior debt securities issued under the senior indenture and offered pursuant to this prospectus\nwould not be entitled to accelerate the senior debt securities offered hereby until 30 days after our failure to pay the principal of, or premium on, the senior debt securities issued under the senior indenture that we are offering pursuant to this\nprospectus. In addition, holders of the senior debt securities offered pursuant to this prospectus will not have the benefit of the additional events of default described above that are applicable to the\nPre-2017 Senior Debt.

Covenant Breaches under the Senior Indenture

Unless otherwise indicated in the applicable prospectus supplement, a “covenant breach” would occur under the senior indenture with\nrespect to a series of senior debt securities upon:

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default in the deposit of any sinking fund payment; or

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default in the performance of any obligation contained in the senior indenture (other than a covenant a default\nin whose performance is an event of default described above) for the benefit of debt securities of that series, which continues for 90 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in\noutstanding principal amount of the debt securities of such series.

A covenant breach is not an event of default with\nrespect to any senior debt security issued under the senior indenture.

Remedies if an Event of Default or Covenant Breach under the Senior Indenture\nOccurs

If an event of default under the senior indenture occurs and is continuing for any series of senior debt securities, other than\nan event of default resulting from a voluntary bankruptcy, insolvency or reorganization of State Street Corporation, the senior trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series may\ndeclare the principal amount of all the securities of that series, or any lesser amount provided for in the debt securities of that series, to be due and payable or deliverable immediately. The senior debt securities will automatically be\naccelerated upon the occurrence of an event of default resulting from a voluntary bankruptcy, insolvency or reorganization of State Street Corporation.

For senior debt securities issued under the senior indenture, acceleration will not be\npermitted for reasons other than a specified payment default or insolvency event that constitutes an event of default in respect of such securities. Except as described below, neither the senior trustee nor any holders of such securities will have\nany enforcement right or other remedy in respect of covenant breaches (including covenant breaches with respect to the covenant described below under “—Consolidation, Merger and Sale of Assets”).

At any time after the trustee or the holders have accelerated any series of senior debt securities, but before the senior trustee has obtained\na judgment or decree for payment of money due, the holders of a majority in aggregate principal amount of outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration and any event of default\ngiving rise to such declaration shall not be deemed to have occurred.

The holders of a majority in principal amount of the outstanding\nsenior debt securities of any series may waive a default with respect to that series, except a default:

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in the payment of any amounts due and payable or deliverable under the debt securities of that series; or\n

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in an obligation contained in, or a provision of, an indenture which cannot be modified under the terms of that\nindenture without the consent of each holder of each series of debt securities affected.

For the purpose of this\nparagraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an event of default or a covenant breach in respect of the relevant securities.

In the case of a default in the payment of interest or principal, or premium, if any, that continues for 30 days, State Street will be\nrequired, upon the demand of the trustee, to pay to it, for the benefit of the holders of the senior debt securities, the whole amount then due and payable on such debt securities for principal and premium, if any, and interest and, to the extent\nthat payment of such interest shall be legally enforceable, interest on any overdue principal, and premium, if any, and on any overdue interest, at the rate or rates prescribed in such senior debt securities.

In the case of any event of default or a covenant breach, the trustee may in its discretion proceed to protect and enforce its rights and the\nrights of the holders of such debt securities by such appropriate judicial proceedings as the trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any such covenant or agreement or in aid\nof the exercise of any power granted in the indenture, or to enforce any other proper remedy. However, in the case of a covenant breach or any other default that does not constitute an event of default, neither the trustee nor the holders of senior\ndebt securities will be entitled to accelerate the maturity of such senior debt securities—that is, they will not be entitled to declare the principal of such securities to be immediately due and payable because of such covenant breach or\nother default.

The holders of a majority in principal amount of the outstanding debt securities of a series may direct the time, method\nand place of conducting any proceeding for any remedy available to the applicable trustee or exercising any trust or power conferred on the trustee with respect to debt securities of that series, provided that any such direction is not in conflict\nwith any rule of law or the indenture and the trustee may take any other action deemed proper by the trustee that is not inconsistent with such direction. Subject to the provisions of the indenture relating to the duties of the trustee, before\nproceeding to exercise any right or power under the indenture at the direction of the holders, the trustee is entitled to receive from those holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred\nby it in complying with any direction.

No holder of any senior debt security of any series will have the right to institute a proceeding\nwith respect to the indenture or for any remedy thereunder, unless:

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that holder previously has given to the trustee written notice of a continuing event of default or a covenant\nbreach with respect to debt securities of that series;

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the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series\nalso shall have offered the trustee reasonable indemnity and made written request to the trustee to institute such proceeding as trustee;

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the trustee shall not have received from the holders of a majority in principal amount of the outstanding debt\nsecurities of that series a direction inconsistent with such request; and

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the trustee shall have failed to institute such proceeding within 60 days.

However, any holder of a senior debt security has the absolute right to institute suit for any defaulted payment after the due dates for\npayment under that debt security.

We are required to furnish to the senior trustee annually a statement as to the performance of our\nobligations under the senior indenture and as to any default in such performance. For the purpose of this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an event of default\nor a covenant breach in respect of the relevant securities.

Modification and Waiver

Each indenture may be modified and amended by us and the applicable trustee with the consent of holders of at least a majority in principal\namount of each series of debt securities affected. However, without the consent of each holder of any debt security affected, we may not amend or modify any indenture to:

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change the stated maturity date of the principal or any installment of principal or interest on, any debt\nsecurity;

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reduce the principal amount or the rate of interest on, or any premium payable upon the redemption of, any debt\nsecurity;

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reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity\nor reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;

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change the place or currency of payment of principal of, or any premium or interest on, any debt security;\n

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impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt\nsecurity;

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in the case of the subordinated indenture, modify the subordination provisions in a manner adverse to the holders\nof the subordinated debt securities;

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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is\nrequired to modify or amend the indenture or to waive compliance with certain provisions of the indenture; or

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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is\nrequired to waive any past default.

From time to time we and the applicable trustee may, without the consent of the\nholders of the debt securities, waive or supplement each indenture for specified purposes, including, among other things:

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evidencing the succession of another person to State Street;

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adding to the covenants of State Street for the benefit of the holders of all or any series of debt securities or\nsurrendering any right or power conferred on State Street in the indentures;

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adding any additional events of default for the benefit of the holders of all or any series of debt securities\n

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and, under the subordinated indenture, adding additional defaults for the benefit of all or any series of\nsubordinated debt securities;

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adding or changing any provisions to permit or facilitate the issuance of debt securities in bearer form, or to\npermit or facilitate the issuance of debt securities in certificated, uncertificated or global form;

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adding to, changing or eliminating any of the provisions of the indentures, provided that any such addition,\nchange or elimination shall not apply to any outstanding debt securities nor modify the rights of any holder of any such outstanding debt securities, or shall become effective only when there is no debt security outstanding of any series created\nprior to the execution of the supplemental indenture that is entitled to the benefit of such provision;

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securing the debt securities of any series or provide for guarantees of the debt securities of any series;\n

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establishing the form or terms of debt securities of any series;

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evidencing and providing for the acceptance of appointment under the indentures by a successor trustee with\nrespect to the debt securities of one or more series and adding to or changing any of the provisions of the indentures as shall be necessary to provide for or facilitate the administration of the trusts under the indentures by more than one trustee;\n

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curing an ambiguity, correcting or supplementing any provision of the indenture which may be defective or\ninconsistent with any other provision thereof, or making any other provisions with respect to matters or questions arising under the indenture, not adversely affecting the interests of the holders of record of debt securities of any series in any\nmaterial respect; and

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conforming the text of the applicable indenture or the debt securities of any series to any provision of this\nsection entitled “Description of Debt Securities” or any similarly captioned section in this prospectus, as supplemented by any applicable prospectus supplement.

Consolidation, Merger and Sale of Assets

Unless otherwise indicated in the applicable prospectus supplement, we may consolidate or merge with or into any other corporation,\npartnership, trust company or trust, and we may convey, transfer or lease all or substantially all of our assets to any corporation, partnership, trust company or trust, provided that (other than in the case of the conveyance, transfer or lease of\nour properties and assets substantially as an entirety to one or more of our subsidiaries):

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the resulting corporation, partnership, trust company or trust, if other than us, is organized and existing under\nthe laws of the United States or any U.S. state and assumes all of our obligations on the debt securities under the indentures;

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immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of\nus or any subsidiary as a result of such transaction as having been incurred by us or such subsidiary at the time of such transaction, no event of default (or, with respect to any series of senior debt securities issued under the senior indenture, a\ncovenant breach), and no event that, after notice or lapse of time or both, would become an event of default (or, with respect to any series of senior debt securities issued under the senior indenture, a covenant breach), shall have happened and be\ncontinuing under the senior indenture; and

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we have delivered to the senior trustee an officer’s certificate and an opinion of counsel, each stating\nthat the consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is

\n\n\n

\nrequired in connection with such transaction, such supplemental indenture, comply with the senior indenture and all conditions precedent provided for in the senior indenture relating to such\ntransaction have been complied with.

The surviving business entity will succeed to, and be substituted for, us under the\nsenior indenture and, except in the case of a lease, we shall be released from all obligations under the senior indenture and the senior debt securities.

Regarding the Trustees

U.S. Bank Trust\nCompany, National Association as successor in interest to U.S. Bank National Association is the trustee under the senior indenture. Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), is the trustee under the\nsubordinated indenture. We and certain of our subsidiaries, including State Street Bank, maintain banking relations with the trustees in the ordinary course of business.

Limitation Upon Disposition of Voting Stock of State Street Bank

The senior indenture prohibits us and any subsidiary of ours that owns voting stock in State Street Bank, so long as any of the senior debt\nsecurities are outstanding, from selling or otherwise disposing of, or granting a security interest in or permitting the issuance of, any voting stock or any security convertible or exercisable into voting stock of State Street Bank or any of our\nsubsidiaries that owns voting stock, or any security convertible or exercisable into voting stock, of State Street Bank, except that this restriction does not apply to dispositions made by us or any subsidiary or issuances if after giving effect to\nsuch disposition or issuance and any potential dilution, we (directly or indirectly through one or more subsidiaries) will own in the aggregate at least 80% of the voting stock of State Street Bank free and clear of any security interest.

In addition, the restriction does not apply to:

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mergers between us and State Street Bank, or any other corporations, subject to the merger limitations in the\nsenior indenture; or

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mergers between State Street Bank and any other U.S. corporation so long as (i) we (directly or indirectly\nthrough one or more subsidiaries) will own in the aggregate at least 80% of the voting stock of the resulting entity and (ii) no event of default (and, with respect to any series of senior debt securities issued under the senior indenture, no\ncovenant breach) and no event that, after notice or lapse of time or both, would become an event of default (or, with respect to any series of debt securities issued under the senior indenture, a covenant breach) shall have happened and be\ncontinuing under the senior indenture.

The subordinated indenture does not contain a similar restriction on our ability\nto engage in or permit such transactions to occur.

Defeasance

If the prospectus supplement relating to the debt securities of a series so specifies, we may, at our option and at any time, elect to have all\nof the obligations discharged with respect to the outstanding debt securities of a particular series, except for:

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the rights of holders of debt securities to receive payments of principal, any premium and interest from the\ntrust referred to below when those payments are due;

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our obligations with respect to the debt securities concerning issuing temporary debt securities; registration of\ntransfers of debt securities, mutilated, destroyed, lost or stolen debt securities; the maintenance of an office or agency for payment; and money for payments with respect to the debt securities being held in trust;

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the rights, powers, trusts, duties and immunities of the trustee; and

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the provisions of the indenture relating to such a discharge of obligations.

A discharge of this type is referred to as “legal defeasance.”

In addition, other than our covenant to pay the amounts due and owing with respect to the debt securities of a particular series, we may elect\nto have our obligations as the issuer of debt securities of any series released with respect to certain covenants, including in the case of the senior indenture, the limitation on the disposition of voting stock of State Street Bank described above,\napplicable to the debt securities of such series. Thereafter, any failure to comply with those obligations will not constitute a default or event of default (or, with respect to any series of senior debt securities, a covenant breach) with respect\nto the debt securities of such series. If such a release of our covenants occurs, our failure to perform or a breach of the covenants or warranties defeased will no longer constitute an event of default (or, with respect to any series of senior debt\nsecurities, a covenant breach) with respect to those debt securities. A discharge of this type is referred to as “covenant defeasance.”

To exercise either a legal defeasance or a covenant defeasance, certain conditions must be met, including, among other things:

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we shall have deposited irrevocably with the trustee as trust funds in trust, in each case, in an amount, in U.S.\ndollars or U.S. government obligations, which through the payment of interest, principal and premium, if any, in respect thereof in accordance with their terms, will provide an amount sufficient to pay the entire amount of the debt securities;\n

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an opinion of independent counsel shall have been delivered to the trustee to the effect that the holders of the\ndebt securities of such series will have no federal income tax consequences as a result of such deposit and termination, which opinion in the case of legal defeasance shall also state that we have received a ruling from the Internal Revenue Service\nor there has been a change in federal income tax law since the date of the applicable indenture;

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with respect to defeasance under the senior indenture, no event of default or covenant breach shall exist or be\ncaused by the defeasance and with respect to defeasance under the subordinated indenture, no default shall exist or be caused by the defeasance; and

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the defeasance shall not cause a default or breach under any of our other agreements or instruments.\n

Subordinated Debt Securities

Other than the terms of the subordinated indenture and the subordinated debt securities relating to subordination and events of default,\nabsence of restrictive covenants applicable with respect to subordinated debt securities, and as otherwise described in the prospectus supplement relating to a particular series of subordinated debt securities, the terms of the subordinated\nindenture and the subordinated debt securities are identical in all material respects to the terms of the senior indenture and senior debt securities.

The subordinated debt securities will be our direct, unsecured obligations. Unless otherwise specified in the applicable prospectus\nsupplement, the subordinated debt securities will rank equally with all of our outstanding subordinated indebtedness that is not specifically stated to be junior to the subordinated debt securities. As of the date of this prospectus, our 2.200%\nSenior Subordinated Notes due 2031 (the “2031 Subordinated Notes”), our Fixed-to-Floating Rate Senior Subordinated Notes due 2034 issued on November 1,\n2019 (the “First Series of 2034 Subordinated Notes”) and our Fixed-to-Floating Rate Senior Subordinated Notes due 2034 issued on November 21, 2023 (the\n“Second Series of 2034 Subordinated Notes” and together with the 2031 Subordinated Notes and the First Series of 2034 Subordinated Notes, the “Subordinated Notes”) are our only outstanding subordinated debt securities under\nthe subordinated indenture.

Subordination

The subordinated debt securities will be subordinated in right of payment to all senior indebtedness (as defined below). In certain\ncircumstances relating to our liquidation, dissolution, winding up, reorganization, insolvency or similar proceedings, the holders of all senior indebtedness will first be entitled to receive payment in full before the holders of the subordinated\ndebt securities will be entitled to receive any payment on the subordinated debt securities. In addition, holders of subordinated debt securities may be fully subordinated to interests held by the U.S. government in the event that we enter into a\nreceivership, insolvency, liquidation, or similar proceeding.

Events of Default under the Subordinated Indenture

Unless otherwise indicated in the applicable prospectus supplement, an event of default with respect to subordinated debt securities under the\nsubordinated indenture is limited to certain events involving the bankruptcy, insolvency or reorganization of State Street Corporation.

Defaults under\nthe Subordinated Indenture

Unless otherwise indicated in the applicable prospectus supplement, the following are\n“defaults” with respect to subordinated debt securities under the subordinated indenture:

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default in the payment of any interest when due, which continues for 30 days;

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default in the payment of any principal or premium when due, which continues for 30 days;

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default in the deposit of any sinking fund payment when due;

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default in the performance of any other obligation contained in the senior indenture for the benefit of debt\nsecurities of that series, which continues for 90 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in outstanding principal amount of the series; and

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any other default provided with respect to subordinated debt securities of that series.

For the avoidance of doubt, the bankruptcy, insolvency or reorganization of State Street Bank, whether in a voluntary or involuntary\nproceeding, will not constitute a default or event of default under the subordinated indenture although the bankruptcy, insolvency or reorganization of State Street Bank will constitute a default (but not an event of default) with respect to the\nSubordinated Notes.

Remedies if an Event of Default or Default under the Subordinated Indenture Occurs

The subordinated debt securities will automatically be accelerated only upon the occurrence of an “event of default” resulting from\na voluntary bankruptcy, insolvency or reorganization of State Street Corporation or the consent by State Street Corporation to relief under, or the taking of certain actions by State Street with respect to, certain insolvency laws. If an event of\ndefault resulting from the involuntary bankruptcy, insolvency or reorganization of State Street Corporation occurs and is continuing, the subordinated trustee or the holders of at least 25% in aggregate principal amount of the outstanding securities\nof that series may declare the principal amount of all the securities of that series, or any lesser amount provided for in the debt securities of that series, to be due and payable or deliverable immediately. There will be no right of acceleration\nof the payment of principal upon any other default, including payment defaults under the subordinated indenture or in the performance of any covenant or agreement in the subordinated indenture or subordinated securities.

In the case of a default (which, for clarity, is different from an “event of default” for the subordinated debt securities) in the\npayment of interest or principal, or premium, if any, State Street will be required, upon the demand of the subordinated trustee, to pay to it, for the benefit of the holders of the subordinated debt securities, the whole amount then due and payable\non such subordinated debt securities for principal, and premium, if any,

\nand interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal, and premium, if any, and on any overdue interest, at the rate or\nrates prescribed in such subordinated debt securities. If we fail to pay such amounts, upon demand, the subordinated trustee may institute a judicial proceeding for the collection of the amounts due and unpaid, to collect such amounts payable. In\nthe case of any default with respect to the subordinated debt securities, the subordinated trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the subordinated debt securities by such appropriate\njudicial proceedings as the trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any such covenant or in aid of the exercise of any power granted in the subordinated indenture, or to\nenforce any other proper remedy.

In the event of the acceleration of the maturity of any subordinated debt securities, all senior\nindebtedness will have to be repaid before any payment can be made on the subordinated debt securities.

In addition, during the\ncontinuance of any default in the payment of principal, premium or interest on senior indebtedness, no payment may be made on the subordinated debt securities if notice of such default has been given and certain judicial proceedings commenced or if\njudicial proceedings are pending in respect of such default.

By reason of this subordination in favor of the holders of senior\nindebtedness, in the event of an insolvency, our creditors who are not holders of senior indebtedness or the subordinated debt securities may recover proportionately less than holders of senior indebtedness and may recover proportionately more than\nholders of the subordinated debt securities.

Unless otherwise specified in the prospectus supplement relating to the particular series of\nsubordinated debt securities, senior indebtedness is defined in the subordinated indenture as the principal of, premium, if any, and interest on:

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indebtedness of ours for money borrowed;

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similar obligations of ours arising from off-balance sheet guarantees and\ndirect credit substitutes;

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all obligations of ours for claims in respect of derivative products such as interest rate and foreign exchange\ncontracts, commodities contracts and similar arrangements (and for purposes of this definition, “claim” shall have the meaning assigned thereto in Section 101(4) of the Bankruptcy Code of 1978, as amended and in effect on the date\nof this prospectus); and

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any deferrals, renewals or extensions of any senior indebtedness

in each case, whether outstanding on the date of this prospectus or thereafter created, assumed or incurred, provided that in each case senior\nindebtedness shall not include (a) the subordinated debt securities; (b) the Subordinated Notes; and (c) such other indebtedness of ours as is by its terms expressly stated not to be senior in right of payment to, or to rank pari\npassu with, the subordinated debt securities or the other securities referred to in clause (b).

The term “indebtedness for money\nborrowed” means any obligation of ours, or any obligation guaranteed by, us for the repayment of money borrowed, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of\nthe purchase price of property or assets.

The subordinated indenture does not limit or prohibit the incurrence by us or any of our\nsubsidiaries, including State Street Bank, of additional senior indebtedness or other financial obligations, which may include indebtedness that is senior to the subordinated debt securities, but subordinate to our other obligations.

The subordinated debt securities shall rank equal in right of payment with each other.

The prospectus supplement may further describe or alter the provisions, if any, which may\napply to the subordination of the subordinated debt securities of a particular series.

Restrictive Covenants

The subordinated indenture does not contain any significant restrictive covenants. The prospectus supplement relating to a series of\nsubordinated debt securities may describe certain restrictive covenants, if any, to which we may be bound under the subordinated indenture.

Governing\nLaw

Both indentures are, and the senior debt securities and subordinated debt securities will be, governed by and construed in\naccordance with the laws of the State of New York.

DESCRIPTION OF PREFERRED STOCK

The following summary contains a description of the general terms and provisions of the preferred stock that we may issue. Other terms of any\nseries of preferred stock will be described in the prospectus supplement relating to that series of preferred stock. The terms of any series of preferred stock may differ from the terms described below. Certain provisions of the preferred stock\ndescribed below and in any prospectus supplement are not complete. You should refer to our Restated Articles of Organization, as amended, and the certificate of designation that will be filed with the SEC in connection with the offering of a\nparticular series of preferred stock. For purposes of this section entitled “Description of Preferred Stock,” references to “State Street,” “we,” “our,” “ours” and “us” relate\nonly to State Street Corporation and not its subsidiaries.

General

Our articles of organization permit our board of directors to authorize the issuance of up to 3,500,000 shares of preferred stock, without par\nvalue, in one or more series, without shareholder action. Of such number of shares of preferred stock, 5,000 shares have been designated as Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, or the series G preferred stock, 15,000 shares have been designated as 6.700% Fixed Rate Reset Non-Cumulative Perpetual\nPreferred Stock, Series I, or the series I preferred stock, 8,500 shares have been designated as 6.700% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series J, or the series J preferred stock and\n7,500 shares have been designated as 6.450% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series K, or the series K preferred stock. The board of directors can determine the rights, preferences\nand limitations of each series. Therefore, without shareholder approval, our board of directors can authorize the issuance of preferred stock with voting, conversion and other rights that could dilute the voting power and other rights of our common\nstockholders. We redeemed all of the issued and outstanding shares of our series B preferred stock in 2009, all of the issued and outstanding shares of our series A preferred stock in 2012, all of the issued and outstanding shares of our series E\npreferred stock in 2019, all of the issued and outstanding shares of our series C preferred stock in 2020, 5,000 of the 7,500 issued and outstanding shares of series F preferred stock in 2021 and the remaining 2,500 issued and outstanding shares of\nseries F preferred stock in 2024, all of the issued and outstanding shares of series D preferred stock in 2024 and all of the issued and outstanding shares of series H preferred stock in 2024. As of March 31, 2025, 5,000 shares of our series G\npreferred stock, 15,000 shares of our series I preferred stock, 8,500 shares of our series J preferred stock and 7,500 shares of our series K preferred stock were outstanding. All of our outstanding shares of preferred stock are represented by\ndepositary shares.

The preferred stock will have the terms described below unless otherwise provided in the prospectus supplement\nrelating to a particular series of the preferred stock. You should read the prospectus supplement relating to the particular series of the preferred stock being offered for specific terms, including:

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the designation and stated value per share of the preferred stock and the number of shares offered;\n

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the amount of liquidation preference per share;

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the price at which the preferred stock will be issued;

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the dividend rate, or method of calculation of dividends, the dates on which dividends will be payable, whether\ndividends will be cumulative or non-cumulative and, if cumulative, the dates from which dividends will commence to accumulate;

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any redemption or sinking fund provisions;

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if other than the currency of the United States, the currency or currencies including composite currencies in\nwhich the preferred stock is denominated and/or in which payments will or may be payable;

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any conversion provisions;

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whether we have elected to offer depositary shares as described under “Description of Depositary\nShares;” and

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any other rights, preferences, privileges, limitations and restrictions on the preferred stock.\n

The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified in the prospectus supplement, each\nseries of the preferred stock will rank equally as to dividends and liquidation rights in all respects with each other series of preferred stock. The rights of holders of shares of each series of preferred stock will be subordinate to those of our\ngeneral creditors. In addition, holders of shares of each series of preferred stock may be fully subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation, or similar proceeding.\n

One of the effects of authorized but unissued and unreserved shares of capital stock may be to make it more difficult or to discourage an\nattempt by a potential acquirer to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise. The issuance of these shares of capital stock may defer or prevent a change in control of us without any further\nshareholder action.

As described under “Description of Depositary Shares,” we may, at our option, with respect to any series\nof the preferred stock, elect to offer fractional interests in shares of preferred stock, and provide for the issuance of depositary receipts representing depositary shares, each of which will represent a fractional interest in a share of the series\nof the preferred stock. The fractional interest will be specified in the prospectus supplement relating to a particular series of the preferred stock.

Rank

Any outstanding preferred stock has\na preference over our common stock with respect to the payment of dividends and the distribution of assets in the event of our liquidation, winding up or dissolution, and such other preferences as may be fixed by our board of directors. In\nparticular, unless otherwise specified in the prospectus supplement, the preferred stock will, with respect to the priority of the payment of dividends and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding\nup, rank:

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senior to all classes of common stock and all equity securities issued by us the terms of which specifically\nprovide that the equity securities will rank junior to the preferred stock (the junior securities);

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equally with all equity securities issued by us the terms of which specifically provide that the equity\nsecurities will rank equally with the preferred stock (the parity securities); and

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junior to all equity securities issued by us the terms of which specifically provide that the equity securities\nwill rank senior to the preferred stock.

Unless the terms of any preferred stock specifically provide that it will rank\njunior or senior to our series G preferred stock, series I preferred stock, series J preferred stock or series K preferred stock, each such series of preferred stock will be parity securities with respect to such preferred stock. The consent of at\nleast two-thirds of the outstanding shares of each of our series G preferred stock, series I preferred stock, series J preferred stock and series K preferred stock, voting separately as separate classes, is\nrequired for us to authorize any class or series of capital stock that would rank senior to such series of preferred stock with respect to the payment of dividends or the distribution of assets on our liquidation, winding up or dissolution.

Dividends

Holders of the preferred stock\nof each series will be entitled to receive, when, as and if declared by our board of directors, cash dividends at such rates and on such dates described in the prospectus supplement. Different series of preferred stock may be entitled to dividends\nat different rates or based on different methods of

\ncalculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the holders of record as they appear on our stock books on record dates fixed by our board of\ndirectors, as specified in the applicable prospectus supplement.

Dividends on any series of the preferred stock may be cumulative or non-cumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend payable on a dividend payment date on any series of\nnon-cumulative preferred stock, then the holders of that non-cumulative preferred

stock will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued for that period,\nwhether or not dividends on that series are declared payable on any future dividend payment dates. Dividends on any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date specified\nin the applicable prospectus supplement.

No dividends may be declared or paid or funds set apart for the payment of any dividends on any\nparity securities unless dividends have been paid or set apart for payment on the preferred stock. If full dividends are not paid, the preferred stock will share dividends pro rata with the parity securities. No dividends may be declared or paid or\nfunds set apart for the payment of dividends on any junior securities unless full dividends will have been paid or declared and a sum sufficient for the payment set apart for payment on the preferred stock (i) in the case of a series of\npreferred stock with cumulative dividend rights, for all dividend periods, and (ii) in the case of the series G preferred stock, series I preferred stock, series J preferred stock, series K preferred stock, and any other series of preferred\nstock without cumulative dividend rights, for the then most recently completed dividend period.

Our ability to pay dividends on our\npreferred stock is also subject to regulations and policies established by the Federal Reserve, including its capital planning requirements.

Rights\nUpon Liquidation

If we dissolve, liquidate or wind up our affairs, either voluntarily or involuntarily, the holders of each series of\npreferred stock, including any parity securities, will be entitled to receive, before any payment or distribution of assets is made to holders of junior securities, liquidating distributions in the amount described in the prospectus supplement\nrelating to that series of the preferred stock, plus an amount equal to accrued and unpaid dividends and, if the series of the preferred stock is cumulative, for all dividend periods prior to that point in time. If the amounts payable with respect\nto the preferred stock of any series and any other parity securities are not paid in full, the holders of the preferred stock of that series and of the parity securities will share proportionately in the distribution of our assets in proportion to\nthe full liquidation preferences to which they are entitled. After the holders of preferred stock and the parity securities are paid in full, they will have no right or claim to any of our remaining assets.

Because we are a bank holding company, our rights, the rights of our creditors and the rights of our stockholders, including the holders of\nany series of preferred stock offered by this prospectus, to participate in the assets of any subsidiary upon the subsidiary’s liquidation or recapitalization may be subject to the prior claims of the subsidiary’s creditors except to the\nextent that we may ourselves be a creditor with recognized claims against the subsidiary.

Redemption

A series of preferred stock may be redeemable, in whole or in part, at our option with prior Federal Reserve approval. In addition, a series of\npreferred stock may be subject to mandatory redemption pursuant to a sinking fund or otherwise. Any redemption provisions that may apply to a series of preferred stock, including the redemption dates and the redemption prices for that series, will\nbe described in the prospectus supplement.

In the event of partial redemptions of preferred stock, whether by mandatory or optional\nredemption, our board of directors will determine the method for selecting the shares to be redeemed, which may be by lot or pro rata or by any other method determined to be equitable.

On or after a redemption date, unless we default in the payment of the redemption price,\ndividends will cease to accrue on shares of preferred stock called for redemption. In addition, all rights of holders of the shares will terminate except for the right to receive the redemption price.

Unless otherwise specified in the applicable prospectus supplement for any series of preferred stock, if any dividends on any other series of\npreferred stock ranking equally as to payment of dividends and liquidation rights with such series of preferred stock are in arrears, no shares of any such series of preferred stock may be redeemed, whether by mandatory or optional redemption,\nunless all shares of preferred stock are redeemed, and we will not purchase any shares of such series of preferred stock. This requirement, however, will not prevent us from acquiring such shares pursuant to a purchase or exchange offer made on the\nsame terms to holders of all such shares outstanding.

Under current regulations, bank holding companies may not exercise any option to\nredeem shares of preferred stock included as Additional Tier 1 capital without the prior approval of the Federal Reserve. The factors the Federal Reserve currently considers in evaluating a proposed redemption by a bank holding company include,\namong other things, the capital plans and stress tests submitted by the bank holding company, the bank holding company’s ability to meet and exceed minimum regulatory capital ratios under stressed scenarios, its expected sources and uses of\ncapital over the planning horizon (generally a period of two years) under baseline and stressed scenarios, and any potential impact of changes to its business plan and activities on its capital adequacy and liquidity, although the Federal Reserve\nmay change these factors at any time.

Voting Rights

Unless otherwise described in the applicable prospectus supplement, holders of the preferred stock will have no voting rights except as set\nforth below or as otherwise required by law or in our articles of organization.

In addition, if the dividends on the series G preferred\nstock, series I preferred stock, series J preferred stock, series K preferred stock or any preferred stock designated as ranking equally with each such series of preferred stock as to the payment of dividends (whether\nnon-cumulative or cumulative) and with like voting rights, referred to as voting parity securities, have not been paid,

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in the case of the series G preferred stock, series I preferred stock, series J preferred stock and series K\npreferred stock, and voting parity securities bearing non-cumulative dividends, in an aggregate amount equal to at least three semi-annual dividends or six quarterly dividends, as applicable (whether or not\nconsecutive), or

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in the case of voting parity securities bearing cumulative dividends, in an aggregate amount equal to full\ndividends for at least six quarterly dividend periods (whether or not consecutive),

then the authorized number of\ndirectors then constituting our board of directors will be increased by two. Holders of series G preferred stock, series I preferred stock, series J preferred stock and series K preferred stock, together with the holders of voting parity securities,\nvoting as a single class, will be entitled to elect the two additional members of our board of directors, referred to as the preferred stock directors. The election of any preferred stock director is subject to the qualification that the election\nwould not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. The election of any\npreferred stock director is also subject to the qualification that at no time shall our board of directors include more than two preferred stock directors (including all directors that holders of any series of voting parity securities are entitled\nto elect pursuant to like voting rights). In the event the holders of the series G preferred stock, series I preferred stock, series J preferred stock and series K preferred stock, and the holders of voting parity securities are entitled to elect\npreferred stock directors, such directors shall be initially elected following a nonpayment event described above only at a special meeting called at the request of the holders of series G preferred stock, series I preferred stock, series J\npreferred stock and series K preferred stock, and each other series of voting parity securities then

\noutstanding (unless the request for a special meeting is received less than 90 days before the date fixed for the next annual or special meeting of shareholders, in which event the election shall\nbe held only at such next annual or special meeting of shareholders), and at each subsequent annual meeting of shareholders. When dividends have been paid in full on series G preferred stock, series I preferred stock, series J preferred stock and\nseries K preferred stock, and any non-cumulative voting parity securities for dividend periods, whether or not consecutive, equivalent to at least one year after a nonpayment event and all dividends on any\ncumulative voting parity securities have been paid in full, then the right of the holders of the series G preferred stock, series I preferred stock, series J preferred stock and series K preferred stock to elect the preferred stock directors shall\ncease (subject to revesting of such voting rights in the case of any future nonpayment event). Upon the termination of these rights of the holders of preferred stock and voting parity securities to vote for preferred stock directors, the terms of\noffice of the preferred stock directors shall forthwith terminate and the number of authorized directors of State Street will be reduced by the number of preferred stock directors that the holders of preferred stock and voting parity securities had\nbeen entitled to elect.

Under regulations adopted by the Federal Reserve, if the holders of one or more series of preferred stock are or\nbecome entitled to vote for or select our directors or to vote on or direct the conduct of our operations or other significant policies of ours, such series will be deemed a class of voting securities. In such a case, a company that directly or\nindirectly or acting through one or more other persons owns, controls, or has power to vote 25% or more of the series, that controls in any manner the election of a majority of our directors, or that otherwise exercises a “controlling\ninfluence” over us, will be subject to regulation as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). In addition, if one or more series is deemed to be a class of voting securities,\nany other bank holding company will be required to obtain the prior approval of the Federal Reserve under the BHC Act to acquire or retain 5% or more of such series, and any other person (other than a bank holding company) will be required to obtain\nthe non-objection of the Federal Reserve under the Change in Bank Control Act of 1978, as amended (the “CIBC Act”), to acquire or retain 10% or more of such series.

While we do not believe the preferred stock are considered “voting securities” currently, holders of the preferred stock should\nconsult their own counsel with regard to regulatory implications. A holder or group of holders may also be deemed to control us if they own one-third or more of our total equity, both voting and non-voting, aggregating all shares held by the holders across all classes of stock.

Exchangeability

The holders of shares of preferred stock of any series may be required at any time or at maturity to exchange those shares for our debt\nsecurities. The applicable prospectus supplement will specify the terms of any such exchange.

Transfer Agent and Registrar

Unless otherwise indicated in the applicable prospectus supplement, Equiniti Trust Company LLC will be the transfer agent, dividend and\nredemption price disbursement agent and registrar for shares of each series of the preferred stock.

DESCRIPTION OF DEPOSITARY SHARES

General

We may, at our option, elect to\noffer fractional shares of preferred stock, which we call depositary shares, rather than full shares of preferred stock. If we do, we will issue to the public receipts, called depositary receipts, for depositary shares, each of which will represent\na fraction, to be described in the applicable prospectus supplement, of a share of a particular series of preferred stock. Unless otherwise provided in the prospectus supplement, each owner of a depositary share will be entitled, in proportion to\nthe applicable fractional interest in a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented by the depositary share. Those rights include dividend, voting, redemption,\nconversion and liquidation rights. For purposes of this section entitled “Description of Depositary Shares,” references to “State Street,” “we,” “our,” “ours” and “us” relate\nonly to State Street Corporation and not its subsidiaries.

The shares of preferred stock underlying the depositary shares will be\ndeposited with a bank or trust company selected by us to act as depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing\nagent for the depositary shares.

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement.\nHolders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence with and paying certain charges to the depositary.

The summary of terms of the depositary shares contained in this prospectus is not a complete description of the terms of the depositary\nshares. You should refer to the form of the deposit agreement, our articles of organization and the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the SEC.

Dividends and Other Distributions

The\ndepositary will distribute all cash dividends or other cash distributions, if any, received in respect of the preferred stock underlying the depositary shares to the record holders of depositary shares in proportion to the numbers of depositary\nshares owned by those holders on the relevant record date. The relevant record date for depositary shares will be the same date as the record date for the underlying preferred stock.

If there is a distribution other than in cash, the depositary will distribute property (including securities) received by it to the record\nholders of depositary shares, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, adopt another method for the distribution, including selling the property and\ndistributing the net proceeds from the sale to the holders.

Liquidation Preference

If a series of preferred stock underlying the depositary shares has a liquidation preference, in the event of the voluntary or involuntary\nliquidation, dissolution or winding up of State Street, holders of depositary shares will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the\napplicable prospectus supplement.

Withdrawal of Stock

Unless the related depositary shares have been previously called for redemption, upon surrender of the depositary receipts at the office of the\ndepositary, the holder of the depositary shares will be entitled to delivery, at the office of the depositary to or upon his or her order, of the number of whole shares of the preferred stock

\nand any money or other property represented by the depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of\ndepositary shares representing the number of whole shares of preferred stock to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares. In no event will the\ndepositary deliver fractional shares of preferred stock upon surrender of depositary receipts. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the deposit agreement or receive depositary receipts evidencing\ndepositary shares therefor.

Redemption of Depositary Shares

Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of\ndepositary shares representing shares of the preferred stock so redeemed, so long as we have paid in full to the depositary the redemption price of the preferred stock to be redeemed plus an amount equal to any accumulated and unpaid dividends on\nthe preferred stock to the date fixed for redemption. The redemption price per depositary share will be equal to the redemption price and any other amounts per share payable on the preferred stock multiplied by the fraction of a share of preferred\nstock represented by one depositary share. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata or by any other equitable method as may be determined by the depositary.\n

After the date fixed for redemption, depositary shares called for redemption will no longer be deemed to be outstanding and all rights of\nthe holders of depositary shares will cease, except the right to receive the monies payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon redemption upon surrender to the depositary\nof the depositary receipts evidencing the depositary shares.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the\ninformation contained in the notice of meeting to the record holders of the depositary receipts relating to that preferred stock. The record date for the depositary receipts relating to the preferred stock will be the same date as the record date\nfor the preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock represented by that\nholder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of shares of preferred stock represented by the depositary shares in accordance with those instructions, and we will agree to take all action\nthat may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote any shares of preferred stock except to the extent it receives specific instructions from the holders of depositary shares\nrepresenting that number of shares of preferred stock.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay\nthe charges due to the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and such\nother charges (including those in connection with the receipt and distribution of dividends, the sale or exercise of rights, the withdrawal of the preferred stock and the transferring, splitting or grouping of depositary receipts) as are expressly\nprovided in the deposit agreement to be for their accounts. If these charges have not been paid by the holders of depositary receipts, the depositary may refuse to transfer depositary shares, withhold dividends and distributions and sell the\ndepositary shares evidenced by the depositary receipt.

Amendment and Termination of the Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between\nus and the depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment has been approved by the holders of at least a\nmajority of the outstanding depositary shares. The deposit agreement may be terminated by the depositary or us only if:

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all outstanding depositary shares have been redeemed; or

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there has been a final distribution of the preferred stock in connection with our dissolution and such\ndistribution has been made to all the holders of depositary shares.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering to us notice of its election to do so, and we may remove the depositary at any time. Any\nresignation or removal of the depositary will take effect upon our appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or\nremoval and must be a bank or trust company having its principal office in the United States and having the requisite combined capital and surplus as set forth in the applicable agreement.

Notices

The depositary will forward to\nholders of depositary receipts all notices, reports and other communications, including proxy solicitation materials received from us, that are delivered to the depositary and that we are required to furnish to the holders of the preferred stock. In\naddition, the depositary will make available for inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver\nto the depositary as the holder of preferred stock.

Limitation of Liability

Neither we nor the depositary will be liable if either we or it is prevented or delayed by law or any circumstance beyond its control in\nperforming its obligations. Our obligations and those of the depositary will be limited to performance in good faith of our and their duties thereunder. We and the depositary will not be obligated to prosecute or defend any legal proceeding in\nrespect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, on information provided by persons presenting preferred stock for deposit,\nholders of depositary receipts or other persons believed to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper party or parties.

DESCRIPTION OF COMMON STOCK

The following summary contains a description of the general terms and provisions of our common stock. You should refer to our restated\narticles of organization, as amended and our by-laws, as amended, which are filed as exhibits to the registration statement of which this prospectus forms a part. For purposes of this section entitled\n“Description of Common Stock,” references to “State Street,” “we,” “our,” “ours” and “us” relate only to State Street Corporation and not its subsidiaries.

General

We have up to 750,000,000 shares\nof authorized common stock, $1.00 par value per share, of which 288,676,229 shares were outstanding as of March 31, 2025.

Holders of\nour common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends. Holders of our common stock are also entitled, upon our liquidation, and after claims of\ncreditors and the preferences of any class or series of preferred stock outstanding at the time of liquidation, to receive pro rata our net assets. We pay dividends on our common stock only if we have paid or provided for all dividends on our\noutstanding classes and series of preferred stock, for the then current period and, in the case of any cumulative preferred stock, all prior periods. Our ability to declare and pay dividends on our common stock is subject to certain restrictions.\nSee “Business—Supervision and Regulation—Capital Planning, Stress Tests and Dividends” in our most recently filed Annual Report on Form 10-K. We generally are not permitted to purchase\nshares of our common stock unless full dividends are paid (or declared, with funds set aside for payment) on all outstanding shares of preferred stock.

Any outstanding preferred stock has a preference over our common stock with respect to the payment of dividends and the distribution of assets\nin the event of our liquidation, winding up or dissolution, and such other preferences as may be fixed by our board of directors.

Holders\nof our common stock are entitled to one vote for each share that they hold and are vested with all of the voting power except as our board of directors has provided, or may provide in the future, with respect to preferred stock or any other class or\nseries of preferred stock that the board of directors may hereafter authorize. See “Description of Preferred Stock.” Shares of our common stock are not redeemable, and have no subscription, conversion or preemptive rights. There are no\nsinking fund provisions applicable to shares of our common stock.

Our common stock is listed on the New York Stock Exchange under the\nticker symbol “STT.” Outstanding shares of our common stock are validly issued, fully paid and non-assessable. Holders of our common stock are not, and will not be, subject to any liability as\nstockholders.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company LLC.

Restrictions on Ownership

The BHC Act\nrequires any “bank holding company,” as defined in the BHC Act, to obtain the approval of the Federal Reserve prior to acquiring direct or indirect ownership or control of 5% or more of our common stock. Any person, other than a bank\nholding company, is required to obtain prior approval of the Federal Reserve to acquire 10% or more of our common stock under the CIBC Act. Any company that directly or indirectly or acting through one or more other persons owns, controls, or has\npower to vote 25% or more of our common stock, that controls in any manner the election of a majority of our directors, or that otherwise exercises a “controlling influence” over us, is subject to regulation as a bank holding company\nunder the BHC Act. Chapter 167A of the General Laws of Massachusetts requires any “bank holding company,” as defined in Chapter 167A, to obtain prior approval of the board of bank incorporation before (i) acquiring 5% or more of our\ncommon stock, (ii) acquiring all or substantially all of our assets or (iii) merging or consolidating with us.

Provisions of Our Articles of Organization and By-Laws And\nMassachusetts Law That May Have Anti-Takeover Effects

Certain provisions of our by-laws are\ndesigned to make it more difficult for an outsider who does not have the support of our board of directors to accomplish a takeover. These provisions: (1) provide that only our board of directors or the Chairman of the board of directors, or\none or more shareholders holding at least 25 percent of all the votes entitled to be cast on any issue to be considered at a proposed special meeting, have the power to call a special meeting of shareholders; (2) specify that action by\nshareholders without a meeting requires the written approval of all shareholders entitled to vote on the action; and (3) provide that nominations and matters for shareholder action may only be made by advance written notice. While the foregoing\nprovisions will not necessarily prevent take-over attempts, they may discourage an attempt to obtain control of us in a transaction not approved by our board of directors by making it more difficult for a third party to obtain control in a short\ntime and impose its will on our remaining shareholders.

Our articles of organization provide that none of our directors will be liable to\nus or our shareholders for monetary damages for any breach of fiduciary duty, except to the extent such exculpation from liability is not permitted under Massachusetts law. This provision does not prevent shareholders from obtaining injunctive or\nother equitable relief against directors nor does it shield directors from liability under federal or state securities laws.

We are\ncovered by the provisions of Chapter 110F of the Massachusetts General Laws, the so-called Business Combination Statute. Under Chapter 110F, a Massachusetts corporation with more than 200 shareholders may not\nengage in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person becomes an interested stockholder, unless (i) the interested\nstockholder obtains the approval of the board of directors prior to becoming an interested stockholder, (ii) the interested stockholder acquires 90% of the outstanding voting stock of the corporation (excluding shares held by certain affiliates\nof the corporation) at the time it becomes an interested stockholder or (iii) the business combination is approved by both the board of directors and the holders of two-thirds of the outstanding voting\nstock of the corporation (excluding shares held by the interested stockholder). An “interested stockholder” is a person who, together with affiliates and associates, owns (or at any time within the prior three years did own) 5% or more\nof the outstanding voting stock of the corporation. A “business combination” includes a merger, a stock or asset sale, and other transactions resulting in a financial benefit to the interested stockholder.

Our by-laws provide that the provisions of Chapter 110D of the Massachusetts General Laws, the so-called “Control Share Statute,” do not apply to us. However, we may in the future become subject to the statute if our board of directors votes to amend our\nby-laws so as to make them applicable to us. In general, if this statute were applicable it would provide that any person or entity that acquired 20% or more of our outstanding voting stock could not vote such\nstock unless our other shareholders were to so authorize such voting.

Section 8.06(b) of the Massachusetts Business Corporation Act,\nor the MBCA, provides that unless a corporation decides otherwise, the terms of directors of a public Massachusetts corporation shall be staggered by dividing the directors into three groups, as nearly equal in number as possible, with only one\ngroup of directors being elected each year. Sections 8.06(d) and (e) of the MBCA provide that when directors are so classified, (i) shareholders may remove directors only for cause, (ii) the number of directors shall be fixed only by\nthe vote of the board of directors, (iii) vacancies and newly created directorships shall be filled solely by the affirmative vote of a majority of the remaining directors, and (iv) a decrease in the number of directors will not shorten\nthe term of any incumbent director. Our board of directors opted out of this staggered board of directors requirement, and all of our directors currently serve for one-year terms and are elected annually.\nUnder Section 8.06(c)(2) of the MBCA, our board of directors may opt into the staggered board of directors requirements of Section 8.06(b) and the application of Sections 8.06(d) and (e). If our board of directors opts into this structure,\nthese provisions are likely to increase the time required for our shareholders to change the composition of the board of directors. For example, in general, at least two annual meetings would be necessary for shareholders to effect a change in a\n

\nmajority of the members of our board of directors. The provision for a classified board could prevent a party who acquires control of a large portion of our outstanding common stock from\nobtaining control of our board of directors until our second annual shareholders meeting following the date the acquirer obtains the stock interest. The classified board provision could have the effect of discouraging a potential acquirer from\nmaking a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions.

DESCRIPTION OF PURCHASE CONTRACTS

We may issue contracts obligating holders to purchase from us, and obligating us to sell to or purchase from the holders, a specified number\nof shares of our common stock, preferred stock or depositary shares at a future date or dates, which we refer to in this prospectus as purchase contracts. The price per share of common stock, preferred stock or depositary shares and the number of\nshares of each may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts. The purchase contracts may be issued separately or as part of units consisting of\none or more purchase contracts and beneficial interests in:

\n\n\n\n\n

•

debt securities of State Street Corporation or an entity unaffiliated with State Street Corporation, including\nU.S. Treasury securities; or

\n\n\n\n\n

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any other securities described in the applicable prospectus supplement or any combination of the foregoing,\nsecuring the holder’s obligations to purchase the common stock, preferred stock or depositary shares under the purchase contracts.

The purchase contracts may require us to make periodic payments to the holders of the units or vice versa, and these payments may be unsecured\nor prefunded on some basis. The purchase contracts may require holders to secure their obligations under those contracts in a specified manner, including without limitation by pledging their interest in another purchase contract. For purposes of\nthis section entitled “Description of Purchase Contracts,” references to “State Street,” “we,” “our,” “ours” and “us” relate only to State Street Corporation and not its\nsubsidiaries.

The applicable prospectus supplement will describe the terms of the purchase contracts, including, if applicable,\ncollateral or depositary arrangements.

DESCRIPTION OF UNITS

We may issue units consisting of one or more of the other securities described in this prospectus in any combination, as described in the applicable\nprospectus supplement. We may issue units in one or more series, which will be described in the applicable prospectus supplement. For purposes of this section entitled “Description of Units,” references to “State Street,”\n“we,” “our,” “ours” and “us” relate only to State Street Corporation and not its subsidiaries. The applicable prospectus supplement will also describe the following terms of any units:

\n\n\n\n\n

•

the designation and the terms of the units and of the securities constituting the units, including whether and\nunder what circumstances the securities comprising the units may be traded separately;

\n\n\n\n\n

•

the identity of any unit agent for the units, if applicable, and of any other depositaries, execution or paying\nagents, transfer agents, registrars or other agents;

\n\n\n\n\n

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any additional terms of the governing unit agreement, if applicable;

\n\n\n\n\n

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any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt\nsecurities, common stock, preferred stock, depositary shares, purchase contracts or warrants constituting the unit; and

\n\n\n\n\n

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any applicable material U.S. federal income tax consequences.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase debt securities, preferred stock, depositary shares or common stock. We may offer warrants separately or\ntogether with one or more additional warrants, debt securities, preferred stock, depositary shares or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue\nwarrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. For purposes of this section entitled\n“Description of Warrants,” references to “State Street,” “we,” “our,” “ours” and “us” relate only to State Street Corporation and not its subsidiaries. The applicable prospectus\nsupplement will also describe the following terms of any warrants:

\n\n\n\n\n

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the specific designation and aggregate number of, and the offering price at which we will issue, the warrants;\n

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the currency or currency units in which the offering price, if any, and the exercise price are payable;\n

\n\n\n\n\n

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the date on which the right to exercise the warrants will begin and the date on which that right will expire or,\nif you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

\n\n\n\n\n

•

whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in\nany combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

\n\n\n\n\n

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any applicable material U.S. federal income tax consequences;

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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents,\ntransfer agents, registrars or other agents;

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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any\nsecurities exchange;

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the designation and terms of any preferred stock purchasable upon exercise of the warrants;\n

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the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon\nexercise of the warrants;

\n\n\n\n\n

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if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or common\nstock with which the warrants are issued and, the number of warrants issued with each security;

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if applicable, the date from and after which the warrants and the related debt securities, preferred stock,\ndepositary shares or common stock will be separately transferable;

\n\n\n\n\n

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the number of shares of preferred stock, the number of depositary shares or the number of shares of common stock\npurchasable upon exercise of a warrant and the price at which those shares may be purchased;

\n\n\n\n\n

•

if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;\n

\n\n\n\n\n

•

information with respect to book-entry procedures, if any;

\n\n\n\n\n

•

the antidilution provisions of, and other provisions for changes or adjustment in the exercise price of, the\nwarrants, if any;

\n\n\n\n\n

•

any redemption or call provisions;

\n\n\n\n\n

•

whether the warrants are to be sold separately or with other securities as parts of units; and\n

\n\n\n\n\n

•

any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and\nexercise of the warrants.

FORMS OF SECURITIES

Each debt security, depositary share, purchase contract, unit and warrant will be represented either by a certificate issued in definitive\nform to a particular investor or by one or more global securities issued in book-entry form representing the entire issuance of securities. Unless otherwise specified in the applicable prospectus supplement, certificated securities in definitive\nform and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other\ninterim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, depositary\nshares, purchase contracts, units or warrants represented by these global securities. Those who own beneficial interests in a global security will do so through participants in the depositary’s securities clearing system, and the rights of\nthese indirect owners will be governed solely by the applicable procedures of the depositary and its participants, as we explain more fully below.

Global Securities

We may issue the debt\nsecurities, depositary shares, purchase contracts, units and warrants in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and\nregistered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the\nsecurities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary\nfor the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

Any specific\nterms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply\nto all depositary arrangements.

Ownership of beneficial interests in a registered global security will be limited to persons, called\nparticipants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the\nparticipants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts\nto be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of\nparticipants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive\nform. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the\ndepositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for\nall purposes under the applicable indenture, deposit agreement, purchase contract, unit agreement or warrant agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the\nsecurities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities\nunder the applicable indenture, deposit agreement, purchase contract, unit agreement or warrant agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that\nregistered global security and, if that person is not a participant, on the procedures of the

\nparticipant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, deposit agreement, purchase contract, unit agreement or warrant\nagreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take\nunder the applicable indenture, deposit agreement, purchase contract, unit agreement or warrant agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take\nthat action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal or premium, if any, and interest payments on debt securities, and any payments to holders with respect to depositary shares,\nwarrants, purchase contracts or units, represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered\nglobal security. None of State Street, the trustees, any warrant agent, unit agent or any other agent of State Street, agent of the trustee or agent of such warrant agent or unit agent will have any responsibility or liability for any aspect of the\nrecords relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal,\npremium, interest or other distribution of underlying securities or other property to holders of that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests\nin that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing\ncustomer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as\ndepositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in\nexchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant\ntrustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based on directions received by the depositary from participants with respect to ownership of beneficial\ninterests in the registered global security that had been held by the depositary.

PLAN OF DISTRIBUTION

We may sell securities:

\n\n\n\n\n

•

through underwriters;

\n\n\n\n\n

•

through dealers;

\n\n\n\n\n

•

through agents;

\n\n\n\n\n

•

directly to purchasers; or

\n\n\n\n\n

•

through a combination of any of these methods of sale.

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.\nThis prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.

We may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. We will, in the prospectus\nsupplement relating to such offering, name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its\nappointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis.

The distribution of the securities may\nbe effected from time to time in one or more transactions:

\n\n\n\n\n

•

at a fixed price, or prices, which may be changed from time to time;

\n\n\n\n\n

•

at market prices prevailing at the time of sale;

\n\n\n\n\n

•

at prices related to such prevailing market prices; or

\n\n\n\n\n

•

at negotiated prices.

Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.

The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities,\nincluding the following:

\n\n\n\n\n

•

the name of the agent or any underwriters;

\n\n\n\n\n

•

the public offering or purchase price;

\n\n\n\n\n

•

any discounts and commissions to be allowed or paid to the agent or underwriters;

\n\n\n\n\n

•

all other items constituting underwriting compensation;

\n\n\n\n\n

•

any discounts and commissions to be allowed or paid to dealers; and

\n\n\n\n\n

•

any exchanges on which the securities will be listed.

If any underwriters or agents are utilized in the sale of the securities in respect of which this prospectus is delivered, we will enter into\nan underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with\nthem.

If a dealer is utilized in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities\nto the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.

If we offer securities in a subscription rights offering to our existing security holders,\nwe may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby\nunderwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.

Remarketing firms, agents,\nunderwriters and dealers may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit\noffers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the\naggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and\nsavings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any\nconditions except that:

\n\n\n\n\n

•

the purchase by an institution of the securities covered under that contract shall not at the time of delivery be\nprohibited under the laws of the jurisdiction to which that institution is subject; and

\n\n\n\n\n

•

if the securities are also being sold to underwriters acting as principals for their own account, the\nunderwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.\n

Certain agents, underwriters and dealers and their associates and affiliates may be customers of, have borrowing\nrelationships with, engage in other transactions with, and/or perform services, including investment banking services, for, us or one or more of our respective affiliates in the ordinary course of business.

In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise\naffect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their\nown accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in\nany offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases\npreviously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels.\nAny such underwriters are not required to engage in these activities and may end any of these activities at any time.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by us to an\nunderwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities.\nAccordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to\nsettle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.

The securities may be new issues of securities and may have no established trading market.\nThe securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

LEGAL MATTERS

Unless the applicable prospectus supplement indicates otherwise, the validity of the securities in respect of which this prospectus is being\ndelivered will be passed upon by Wilmer Cutler Pickering Hale and Dorr LLP.

EXPERTS

The consolidated financial statements of State Street Corporation appearing in State Street Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 and the effectiveness of State Street Corporation’s internal control over financial reporting as of December 31, 2024, have been audited by Ernst &\nYoung LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and State Street Corporation management’s\nassessment of the effectiveness of internal control over financial reporting as of December 31, 2024 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.\n

With respect to the unaudited condensed consolidated interim financial information of State Street Corporation for the three-month\nperiods ended March 31, 2025 and March 31, 2024, incorporated by reference in this Prospectus, Ernst & Young LLP reported that they have applied limited procedures in accordance with professional standards for a review of such\ninformation. However, their separate report dated May 1, 2025, included in State Street Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and incorporated by\nreference herein, states that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of\nthe review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because that report is not a\n“report” or a “part” of the Registration Statement prepared or certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of the Securities Act.

\n\n\n $\"LOGO\"$ \n

State Street Corporation

$750,000,000 Fixed-to-Floating Rate Senior Notes due 2037\n

Prospectus Supplement

October 15, 2026

Joint Book-Running Managers

Goldman Sachs & Co. LLC

Morgan Stanley

Scotiabank

TD\nSecurities

Co-Managers

CastleOak Securities, L.P.

Drexel Hamilton

Independence Point Securities

Mischler AmeriVet

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关于本招股说明书补充文件		S-1
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