Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 

April 8, 2026

Dear Shareholder:

We cordially invite you to the 2026 annual meeting of shareholders of State Street Corporation. The meeting will be held on May 20, 2026, at 9:00 a.m. Eastern Time and will be conducted online via live audio webcast at www.virtualshareholdermeeting.com/STT2026. You will be able to participate, submit questions and vote your shares electronically.

The proxy statement and annual meeting provide an important opportunity for us to engage with you as shareholders, and for you to communicate with us on important topics such as our performance, executive compensation and corporate governance, including the effectiveness of the Board of Directors. Details regarding virtual admission to the meeting and the business to be conducted are more fully described in the accompanying notice of annual meeting and proxy statement. Your vote is very important to us. Whether or not you plan to attend the meeting online, please carefully review the enclosed proxy statement, together with the annual report that accompanies it, and then cast your vote at your earliest convenience. We urge you to vote regardless of the number of shares you hold.

We look forward to the annual meeting. Your continued interest in State Street is very much appreciated.

April 8, 2026

NOTICE OF STATE STREET CORPORATION

2026 ANNUAL MEETING OF SHAREHOLDERS

STATE STREET CORPORATION

2026 Annual Meeting of Shareholders

The proxy statement and annual report, and the means to submit a proxy electronically prior to the annual meeting, are available at www.proxyvote.com. To view this material, you must have available the 16-digit control number located on the notice mailed beginning on April 8, 2026, on the proxy card or, if shares are held in the name of a broker, bank or other nominee, on the voting instruction form.

More information about the annual meeting is described under the heading “General Information About the Annual Meeting.”

The following summary provides general information about State Street Corporation, referred to as State Street or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2025 annual report on Form 10-K. Our 2025 annual report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission (SEC). In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

This proxy statement contains forward-looking statements within the meaning of United States securities laws, including statements about our goals and expectations regarding our business, strategy, financial and capital condition, results of operations, the financial and market outlook, the business environment, sustainability and impact, human capital and other matters that do not relate to historical facts. Forward-looking statements are often, but not always, identified by such forward-looking terminology as “expect,” “will,” “strategy,” “believe,” “plan,” “intend,” “priority,” “estimate,” “goal,” “outlook,” “aim,” “target,” “outcome,” “future,” “objective,” “pipeline,” “anticipate,” “guidance,” “seek,” “trajectory,” “trend,” and “forecast,” or similar statements or variations of such terms. These statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements. Other important factors that could cause actual results to differ materially from those indicated by any forward-looking statements are set forth in our 2025 annual report on Form 10-K and our subsequent SEC filings. We encourage investors to read these filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time. ​

State Street Corporation, or State Street, is one of the world’s leading providers of financial services to institutional investors, including investment servicing, markets and financing solutions and investment management. Our clients—asset managers and owners, insurance companies, wealth managers, official institutions and central banks—rely on us to deliver solutions that support their business objectives across the investment life cycle. Leveraging our strength and scale, innovation and platforms, and industry expertise, we are an essential partner to our clients. In all aspects of our business, we work toward a singular purpose: to help create better outcomes for the world’s investors and the people they serve.

Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, referred to as State Street Bank, we operate in more than 100 geographic markets worldwide, providing a broad range of financial products and services to institutional investors globally. As of December 31, 2025, we reported $53.80 trillion in assets under custody and/or administration (AUC/A) and $5.67 trillion in assets under management (AUM). We had consolidated total assets of $366.05 billion, consolidated total deposits of $274.35 billion, consolidated total shareholders’ equity of $27.84 billion and approximately 52,000 employees as of December 31, 2025.

State Street Corporation, referred to as the Parent Company, was organized in 1969 under the laws of the Commonwealth of Massachusetts and is a bank holding company that has elected to be treated as a financial holding company under the Bank Holding Company Act of 1956. The Parent Company is a source of financial and managerial strength to our subsidiaries. We conduct our business primarily through State Street Bank, which traces its beginnings to 1792, with the founding of our oldest ancestor bank, Union Bank. State Street Bank’s current charter was authorized by a special Act of the Massachusetts Legislature in 1891, and its present name was adopted in 1960. State Street Bank operates as a specialized bank, referred to as a trust or custody bank, that services and manages assets on behalf of its institutional clients.

2025 was another successful year for State Street and we entered 2026 with momentum and a proven strategy to deliver strong results and meaningful value for our clients, shareholders, and employees. Our progress reflects the strategic actions and investments we have made in recent years—deepening and broadening our capabilities while elevating our client value proposition—which have strengthened our position as our clients’ essential partner, enabling us to compete from a position of strength. This solid foundation positioned us well to capitalize on a dynamic yet constructive market environment in 2025, and we delivered another year of accelerating financial performance.

For the year ended December 31, 2025, State Street reported GAAP total revenue of $13.9 billion, compared to $13.0 billion in the prior year, reflecting growth in fee revenue across Investment Services, Investment Management, and State Street Markets. GAAP total expenses were $10.2 billion, reflecting continued investment in technology modernization, client‑facing capabilities, and strategic growth initiatives, partially offset by productivity savings. GAAP net income available to common shareholders was $2.7 billion, and GAAP diluted earnings per share were $9.40, compared to $8.21 in the prior year. State Street ended 2025 with record AUC/A and AUM, driven by higher market levels and continued strength in flows across Investment Servicing and Investment Management. For 2025, we expanded our pre‑tax margin by 70 basis points, relative to 2024. Our strong financial performance underscores the effectiveness of our strategy, and in 2025 we built on that success with a number of key strategic milestones which reflect our disciplined focus on reinvesting to drive near-term and long-term growth across our franchise, enhance client experience and capabilities, and further strengthen our platform while delivering strong shareholder returns.

The financial measures used in our executive compensation programs are linked to the below financial results, which are presented on a non-GAAP basis, unless otherwise noted. See footnote (1) to the below table. Additional performance indicators are presented in “Compensation Discussion and Analysis—Performance and Compensation Decisions—Corporate Performance.”

State Street’s 2025 performance is reviewed in greater detail, along with relevant risks associated with our businesses, results of operations and financial condition, in our 2025 annual report on Form 10-K, which accompanies this proxy statement and was previously filed with the SEC.

We believe that members of our Board of Directors (the Board) should have complementary skills and qualifications that collectively represent a depth of broad and diverse experiences. We seek director nominees who have had substantial achievement in their personal and professional pursuits and possess the talent, experience and integrity necessary to effectively oversee our businesses and strategy and enhance long-term shareholder value. Based on these desired attributes, the Board has nominated the following 13 director nominees for election at the 2026 annual meeting of shareholders.

Our Board is committed to strong corporate governance practices and is intent on maintaining State Street’s reputation for quality, integrity and high ethical standards. The following summarizes key aspects of our corporate governance:

We view sustainability through the lens of creating and preserving long-term value for our clients, employees, and our communities, with the ultimate objective of driving shareholder value creation. We recognize that sustainable growth comes from operating with absolute integrity and in a way that respects our shareholders, clients, employees, communities and the environment. We adhere to principles of sound governance and aim to help our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued, engaged and empowered to thrive. We feel a responsibility to enhance the communities where we live and work and we pursue environmental sustainability, both in the way we carry out our operations and in the products and services we offer.

As part of these efforts, the Board oversees our sustainability strategy and each of the committees of the Board oversees our sustainability activities and practices within their respective scope of responsibilities.

Our Sustainability Report, which can be found on our website, provides information about our sustainability activities according to the frameworks created by the Sustainability Account Standards Board (SASB), the Task Force on Climate-related Financial Disclosures (TCFD), and the Global Reporting Initiative (GRI).

Our executive compensation program is designed to drive Company and individual performance and to align the pay ultimately received by each executive with the performance experienced by our shareholders over time by placing a strong emphasis on long-term equity-based vehicles, including performance-based equity. Our executive compensation philosophy is summarized in the following principles:

For each of our Named Executive Officers (NEOs) identified in the “Compensation Discussion and Analysis,” the Human Resources Committee (HRC) determines the amount of individual compensation to be awarded to our NEOs by looking at total compensation, consisting of fixed compensation and incentive compensation. The HRC establishes target total compensation levels for our NEOs each year. The targets are based on each executive’s role, responsibilities and performance trend, as well as competitive and market factors and internal equity.

Our NEO compensation practices are designed to support good governance and mitigate against excessive risk-taking. We regularly review and refine our corporate governance practices considering several factors, including feedback from ongoing shareholder engagement.

More information about executive compensation at State Street is described under the heading “Compensation Discussion and Analysis.”

Sincerely,

 

 

Sara Mathew

We believe that regular engagement with our shareholders is an important component of our corporate governance program and is additive to the ongoing dialogue, conferences and meetings that our Investor Relations team and senior management hold with analysts and institutional investors throughout the year. Our shareholder engagement program provides management and the Board with valuable insights not only on corporate governance and executive compensation, but also with perspectives on our corporate strategy, performance and goals. Our shareholders also help to provide additional information regarding emerging trends that may impact State Street.

Our shareholder engagement process provides a recurring opportunity to receive feedback and to share updates throughout the year. State Street generally initiates engagement by requesting to meet and connect with the shareholder. Many shareholders, based on prior engagement, our public disclosures or other factors, elect to meet with us less frequently or not at all. If a shareholder desires to meet with us, meetings are led by a cross-functional team of senior leaders in Human Resources, Investor Relations, Sustainability and Legal. An independent director participates in these meetings from time to time. The Human Resources and the Nominating and Corporate Governance Committees of the Board receive updates on the shareholder meetings at least twice per year and benefit from shareholder feedback in their decision-making. Other committees receive updates, as appropriate.

In 2025, our meetings with shareholders included discussion of a range of topics such as our executive compensation program design, corporate strategy and business performance, Board and committee corporate governance practices and our investors' perspectives on environment and social matters.

During 2025, we engaged with shareholders representing approximately 56% of shares outstanding, and met with all of those who expressed an interest in providing feedback. The independent Lead Director participated in select engagements, and shareholder feedback from all engagements was relayed directly to the Human Resources Committee and the Nominating and Corporate Governance Committee.

The Board, in its role of overseeing the conduct of our business, is guided by our Corporate Governance Guidelines. Among other things, the Corporate Governance Guidelines describe the role of the Board, its responsibilities and functions, the director qualification and selection process and the role of the Lead Director. Each year, the Board reviews the Corporate Governance Guidelines and makes updates, as appropriate.

The Corporate Governance Guidelines contain categorical standards for determining director independence under New York Stock Exchange (NYSE) listing standards. In general, a director would not be independent under those standards if the director (and in certain circumstances, a member of the director’s immediate family) has, or in the past three years had, specified relationships or affiliations with State Street, its external or internal auditors or other companies that do business with State Street (including employment by State Street, receipt of a specified level of direct compensation from State Street—other than director fees—and compensation committee interlocks). The categorical standards also provide specified relationships that, by themselves, would not impair independence. The portion of the Corporate Governance Guidelines addressing director independence is attached as Appendix A to this proxy statement.

The full Corporate Governance Guidelines are available under the “Corporate Governance” section in the “Investors” portion of our website at www.statestreet.com. In addition to the Corporate Governance Guidelines, the charters for each principal standing committee of the Board are available in the same location on our website.

Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of director independence in early 2026. State Street, as a global financial institution and one of the largest providers of financial services to institutional investors, conducts business with many organizations throughout the world. Our directors or their immediate family members may have relationships or affiliations with some of these organizations. As provided in the Corporate Governance Guidelines, the purpose of the director independence review is to determine whether any relationship or transaction is inconsistent with a determination that the director is independent. The Board, with the benefit of this review and a recommendation by the Nominating and Corporate Governance Committee, determined that all of our directors, other than Mr. O’Hanley (our CEO), meet the categorical standards for independence under the Corporate Governance Guidelines, have no material relationship with State Street (other than the role of director) and satisfy the qualifications for independence under the NYSE’s listing standards.

In making the independence determinations in 2026, the Board considered that the below identified individuals, or their respective family members, have the following relationships or arrangements that are deemed to be immaterial under the categorical standards for independence included in the Corporate Governance Guidelines:

In 2025, none of these commercial or charitable relationships with affiliated entities involved amounts paid or received by State Street exceeding the greater of $1 million or 1% of the affiliated entity’s annual gross revenue.

We have a Standard of Conduct for Directors, which together with the Standard of Conduct for Employees, promotes ethical conduct and the avoidance of conflicts of interest in conducting our business. We also have a Code of Ethics for Senior Financial Officers (including the CEO), as required by the Sarbanes-Oxley Act and SEC rules. Each of these documents is approved annually by the Board and is available under the “Corporate Governance” section in the “Investors” portion of our website at www.statestreet.com. Only our Board may grant a waiver for directors, senior financial officers or executive officers from a provision of the Standard of Conduct for Directors, the Standard of Conduct for Employees or the Code of Ethics for Senior Financial Officers, and any waivers will be posted under the “Corporate Governance” section in the “Investors” portion of our website at www.statestreet.com.

The Nominating and Corporate Governance Committee, with input from the Board, is responsible for nominating directors for election each year and evaluating the need for new director candidates as appropriate. This assessment includes an evaluation of each director nominee’s skills, attributes and experience in the context of the needs of the Board. Further, the Board considers director independence, attendance and contributions, and the diverse perspective and background of each director.

As part of the annual evaluation of the Board’s composition, the Nominating and Corporate Governance Committee facilitates an assessment of the performance and effectiveness of the Board and each principal standing committee. This evaluation also includes an annual assessment of each director’s performance and contributions to the overall effectiveness of the Board and its committees.

The purpose of the Board and committee assessment is multi-faceted with the primary goal to evaluate the effectiveness, function, strength and productivity of the Board and its committees, and also to highlight potential areas for change and improvement. The Nominating and Corporate Governance Committee also leverages this process to guide Board refreshment, committee composition and Board/committee leadership succession planning efforts, as well as to evaluate whether the key skills and qualifications of members of the Board are aligned with State Street’s strategy and to determine the nominees to stand for annual shareholder election.

In 2025, the Nominating and Corporate Governance Committee managed the annual Board and committee evaluation process leveraging the insights gained from the prior year’s assessment. In doing so, the Committee continued to evaluate and monitor the themes identified in the previous year, with a focus on tracking progress and reinforcing areas of ongoing importance. The Committee believes that engaging a third-party advisory firm from time to time can enhance the self-assessment process and facilitate the collection of valuable insight and feedback from directors and anticipates engaging a third-party advisory firm generally every three to five years. This self-assessment procedure is illustrated below.

As part of the Board and committee self-assessment process, the Board discusses any identified themes and overall findings, including the strengths and areas of potential improvement of the Board and its various committees, addressing areas that could benefit from enhancement. Then, the Nominating and Corporate Governance Committee considers further enhancements, informed by the director feedback. For the 2025-2026 year, areas addressed included expanding focus on topics aligned with State Street’s strategy and providing enhanced education on designated topics.

To promote continued director development, the Lead Director annually meets with each director to provide individual feedback and insights on strengths and development opportunities specific to the director. The Lead Director also uses this opportunity to solicit individualized feedback from each director about the effectiveness of the Board and its committees, which is then integrated as a component of the Board’s annual assessment process.

In connection with its annual Board and committee assessment, the Board reviews its composition and size to evaluate its overall effectiveness and alignment with Company strategy. As part of this review, the Nominating and Corporate Governance Committee, in conjunction with the Board, establishes the desired criteria, skills and areas of expertise needed to continue to support the Board in advancing State Street’s businesses and strategy. Once a director candidate is elected to serve on the Board, the director participates in a robust orientation program with presentations by senior management to familiarize the director with the Company’s strategic plans, significant financial, accounting and risk management characteristics, compliance programs, governance and the Standards of Conduct, key Company leaders, and internal and independent auditors. The Company also encourages director continuing education and offers internal training and external education opportunities to all directors.

Mr. Porter is a new director and first-time nominee, elected by the Board in September 2025. He was first identified by a third-party search firm that was retained to identify potential director candidates. At the request of the Nominating and Corporate Governance Committee, the search firm first discussed with the members of the Committee the priority characteristics, skills and experience of a new director candidate, in light of the preferred individual and Board qualities discussed above. The search firm provided the Committee with a pool of director candidates who were interested in State Street and who met the selection criteria. The Chairman of the Board, independent Lead Director, Chair of the Nominating and Corporate Governance Committee and select other directors conducted interviews. The Board recognized Mr. Porter’s deep international banking and institutional client expertise, among other qualities, to enhance the overall effectiveness and composition of the Board. Mr. Porter is deemed independent by the Board under the Corporate Governance Guidelines.

Ms. Gordon is also a new director and first-time nominee, elected by the Board in March 2026. Ms. Gordon was identified by the Chair of the Nominating and Corporate Governance Committee as a potential director candidate who possessed the priority characteristics, skills and experience of a new director candidate. Following outreach by the Chair of the Nominating and Corporate Governance Committee, who contacted Ms. Gordon to gauge her interest in Board service and as part of the Company’s evaluation process, the Chairman of the Board, members of the Nominating and Governance Committee, and a member of executive management conducted interviews. In addition, the Company engaged an independent third-party search firm, to assist in the assessment process. Following these discussions and evaluations, the Board recognized Ms. Gordon’s technology, geopolitical and strategic expertise, among other qualities, as skills that would strengthen the Board’s overall mix of qualifications and enhance its effectiveness.

Illustrated below is an overview of the process used to identify the desired attributes and to select new candidates for the Board.

The Nominating and Corporate Governance Committee seeks to identify individuals qualified to become directors, consistent with the identified criteria. In carrying out its responsibility to identify the best-qualified candidates for directors, the Committee will consider proposals for nominees from a number of sources, including recommendations from shareholders submitted upon written notice to:

Chair of the Nominating and Corporate Governance Committee

c/o the Office of the Secretary of State Street Corporation,

One Congress Street, Boston, Massachusetts 02114

By following the procedures set forth under “General Information About the Annual Meeting—Proposals and Nominations by Shareholders,” shareholders also have the right under our by-laws to directly nominate director candidates and, in certain circumstances, to have their nominees included in State Street’s proxy statement.

We believe that our Board should have a variety of qualifications, skill sets and experiences that, when taken as a whole, best serve the Company and our shareholders. Diverse perspectives on our Board support our success, and we strive to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Nominating and Corporate Governance Committee and the Board consider a wide range of attributes when determining and assessing director nominees and new candidates in the context and needs of the Board, including personal and professional backgrounds, independence and tenure of Board service. The Committee does not assign specific weight to the various factors it considers and no particular criterion is a prerequisite for nomination. As summarized below, each of our director nominees brings to the Board a variety of qualifications and skills and, collectively, these qualifications form a depth of broad, global and diverse experiences that help the Board effectively oversee our activities and operations. The Board believes that the nominees as a group possess the skill sets and specific business backgrounds that the Board desires and that each of the director nominees has substantial achievement in their personal and professional pursuits and has talents, experience, judgment and integrity that will contribute to the best interests of State Street and to long-term shareholder value. The below data presents elements of our Board composition, reflecting the 13 director nominees.

State Street’s leadership structure includes an independent Lead Director of the Board. Sara Mathew has served in this position since May 2025.

As Chairman, Mr. O’Hanley presides at all meetings of the Board he attends and works with the independent Lead Director to establish the agendas for all of its meetings and the matters on which the Board will vote.

The Nominating and Corporate Governance Committee coordinates the annual independent Lead Director nomination and election process. The process incorporates thoughtful succession planning, as reflected in the election of Ms. Mathew in May 2025. In addition, the Board reviews its leadership structure at least annually to assess and determine whether it remains appropriate. The Board values the flexibility to review and determine the appropriate leadership structure based on State Street’s opportunities and circumstances at any given time.

After the independent directors’ 2025 review and assessment, the Board continues to believe that Mr. O’Hanley’s role as Chairman—together with a strong independent Lead Director, consistent with Ms. Mathew’s execution of the role—continues to be the most effective leadership structure for State Street and in the best interests of the Board, State Street and its shareholders at this time.

Among the factors considered by the Board in determining that the current leadership structure remains the most appropriate are:

In the normal course of our business activities, State Street is exposed to a variety of risks, some of which are inherent in the financial services industry and others are more specific to our business activities. The identification, assessment, monitoring, control and reporting of risks are essential to our financial performance and successful management of our businesses. State Street's risk management approach, including Board and senior management oversight, is suppported by a comprehensive system of policies and procedures, limits and risk measurement metrics, risk monitoring processes, and internal controls. This approach enables a structured assessment of risks within a framework that evaluates opportunities for the prudent use of capital that appropriately balances risk and return. To support this objective, State Street has instituted a risk appetite framework that aligns the business strategy and financial objectives with the level of risk that State Street is willing to experience. The framework is established by Enterprise Risk Management (ERM), the separate risk management function, and overseen by the Enterprise Risk Committee and by Board committees.

ERM is responsible for overseeing State Street’s risk-taking activities and assessing risks and issues separate from the business lines and other corporate functions. The ERM function promotes the importance of senior management and business line managers in identifying and assessing risks critically rather than relying only on surveillance conducted by the risk management function.

The Board committees that assist the Board in discharging the Board’s responsibilities with respect to risk management, including their respective areas of risk oversight, among other things, are shown below. State Street, as a large bank holding company, is required by regulations of the Board of Governors of the Federal Reserve System to have a Risk Committee. The Risk Committee is responsible for oversight related to the operation of our global risk management framework, including policies and procedures establishing risk management governance and processes and risk control infrastructure. It is responsible for reviewing and discussing with management our assessment and management of all risks applicable to our operations, including among other matters, credit, market, interest rate, liquidity, operational, technology, compliance and strategic risks, and related policies. The Risk Committee also receives quarterly updates from other Board committees regarding risk-related matters reviewed by those Board committees.

The structure of the Risk Committee assists the Board in administering its oversight of risk management throughout our Company. The Risk Committee includes at least one member who has experience in identifying, assessing and managing risk exposures of a large, complex financial firm, and all members of the Risk Committee have an understanding of risk management principles and practices relevant to the Company. In addition, the Lead Director participates in meetings of the Risk Committee and the Chairman of the Board and CEO is a current member of the Risk Committee. For more details regarding the Risk Committee and our other Board committees, refer to “Committees of the Board of Directors.”

The Chief Risk Officer (CRO) is responsible for our risk management globally, leads ERM and has a dual reporting line to our CEO and the Risk Committee. The Chief Compliance and Operational Risk Officer reports to the CRO. Our risk management is further discussed in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2025.

Shareholders and interested parties who wish to contact the Board or the Lead Director should address correspondence to the Lead Director in care of the Secretary. The Secretary will review and forward correspondence to the Lead Director or the appropriate person or persons for response.

Lead Director of State Street Corporation

c/o Office of the Secretary

One Congress Street

Boston, MA 02114

Alternatively, by email: corporatesecretary@statestreet.com

In addition, State Street has established a procedure for communicating directly with the Lead Director, by utilizing a third-party independent provider, regarding concerns about State Street or its conduct, including complaints about accounting, internal accounting controls or auditing matters. An interested party who wishes to contact the Lead Director may use any of the following methods, which are also described on State Street’s website at www.statestreet.com:

For country-specific phone numbers, please visit www.statestreet.com.

The Lead Director may forward to the Examining and Audit Committee, or to another Board committee, group or department, for appropriate review, any concerns the Lead Director receives. The Lead Director periodically reports to the independent directors as a group regarding concerns received.

During 2025, the Board held seven meetings, and each of the directors attended, either in-person or virtually, at least 75 percent of the total of all meetings of the Board and committees on which the director served during the year. Although State Street does not have a formal policy regarding attendance of directors at the annual meeting of shareholders, the Corporate Governance Guidelines provide that all directors are expected to attend. Each of the 11 directors on the Board at the time of our 2025 annual meeting of shareholders attended the virtual meeting.

The Board has the following standing committees to assist it in carrying out its responsibilities, and each operates under a written charter, a copy of which is available under the “Corporate Governance” section in the “Investors” portion of our website at www.statestreet.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, is annually reviewed and approved by the Board.

The Nominating and Corporate Governance Committee annually reviews, and recommends to the Board, the form and amount of non-management director compensation. In conducting its review, the Committee used the Compensation Peer Group that is used by the Human Resources Committee for executive compensation generally and, like the Human Resources Committee, used the services of Meridian Compensation Partners for 2025. Information on State Street’s Compensation Peer Group and compensation consultant is described under the heading “Executive Compensation—Compensation Discussion and Analysis—Other Elements of Our Compensation-Setting Process.”

The Nominating and Corporate Governance Committee did not treat Compensation Peer Group data as definitive when determining non-management director compensation. Rather, it referenced this peer group compensation, as well as trends in director compensation generally and within the financial services/ banking industry, and formed its own perspective on compensation for our non-management directors. In May 2025, the Committee made its recommendation to the Board, which, following the May 2025 annual meeting of shareholders, approved compensation for all non-management directors effective through the 2026 annual meeting of shareholders. Mr. O’Hanley, as an employee director, does not receive any additional compensation for his services as a director.

Following the Committee’s review of market practice, and recognizing the decision to implement a holding requirement under our Director Stock Ownership Guidelines described below, State Street modified its non-management director compensation for the 2025–2026 Board year (the period between the 2025 and 2026 annual meetings of shareholders) as follows:

For the 2025–2026 Board year, non-management directors received the following compensation:

Pursuant to State Street’s Deferred Compensation Plan for Directors, non-management directors may elect to defer the receipt of 0% or 100% of their (1) retainers, (2) annual equity award and/or (3) meeting fees. Non-management directors who elect to defer the cash payment of their retainers or meeting fees may choose from four notional investment fund returns for such deferred cash. Deferrals of common stock are adjusted to reflect the hypothetical reinvestment in additional shares of common stock for any dividends or other distributions on State Street common stock during the deferral period. Deferred amounts will be paid at the termination of Board service as either a lump sum or in installments over a two- to five-year period, as elected by the non-management director.

Under our stock ownership guidelines, all non-management directors are required to maintain a target level of stock ownership equal to eight times the annual retainer of $110,000 for a total of $880,000 and are expected to attain the ownership level ratably within five years after initial election to the Board. In May 2025, the Committee and the Board updated the holding requirement under these guidelines to require non-management directors to hold all net shares received in connection with service as a director until separation from the Company. For purposes of these stock ownership guidelines, the value of shares owned is based on the closing price of our common stock on the NYSE on the date that we use for the beneficial ownership table under the heading “Security Ownership of Certain Beneficial Owners and Management.” Non-management directors are credited with all shares they beneficially own for purposes of the beneficial ownership table, including any deferred share awards.

Our Securities Trading Policy prohibits directors from engaging in short selling, hedging, options trading, pledging or speculative trading in State Street securities.

As of March 25, 2026, Mses. Gordon and Halliday, each of whom is within five years of their initial election to the Board, exceeded the pro-rated expected level of ownership, but had not yet reached the full target ownership level. As of March 25, 2026, each of the other non-management directors exceeded the full target level of ownership under the guidelines.

The following table shows our non-management directors’ 2025 compensation:

The Board has adopted a written policy and procedures for the review of any transaction, arrangement or relationship in which State Street is a participant, the amount involved exceeds $120,000 and one of our executive officers, directors or 5% shareholders (or their immediate family members), who we refer to as “related persons,” has a direct or indirect material interest. A related person proposing to enter into such a transaction, arrangement or relationship must report the proposed related-person transaction to State Street’s General Counsel. The policy calls for the proposed related-person transaction to be reviewed and, if deemed appropriate, approved by the Nominating and Corporate Governance Committee. A related-person transaction reviewed under the policy will be considered approved if it is authorized by the Nominating and Corporate Governance Committee (or the Committee Chair) after full disclosure of the related person’s interest in the transaction. Such reporting and review should occur prior to the effectiveness or consummation of the transaction. The General Counsel may present a related-person transaction arising in the time period between meetings of the Committee to the Chair of the Committee, who shall review and may approve the related-person transaction. The Chair reports on any related-person transaction reviewed at the next meeting of the Committee. If the General Counsel becomes aware of a related-person transaction that has not been previously reviewed under the policy, the Committee shall review and, in its discretion, may ratify the related-person transaction. Any ongoing related-person transactions are reviewed annually to evaluate whether they should be permitted to continue.

The Nominating and Corporate Governance Committee reviews all relevant information available about the transaction. The Committee may approve the transaction only if the Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of the Company and its shareholders. The Committee may, in its sole discretion, impose such conditions as it deems appropriate on State Street or the related person in connection with approval of the related-person transaction.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy: