Item 8.01. Other Events

On January 26, 2023, State Street Corporation ("State Street") issued $500,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2026 (the "2026 Notes") and $750,000,000 aggregate principal amount of Fixed-to-Floating Rate Senior Notes due 2034 (the "2034 Notes" and, together with the 2026 Notes, the "Notes") in a public offering pursuant to a registration statement on Form S-3 (File No. 333-265877) and a related prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). The Notes were issued pursuant to an Indenture dated as of October 31, 2014 (the "Base Indenture") as supplemented by the First Supplemental Indenture dated as of May 8, 2017 (the "First Supplemental Indenture") and the Second Supplemental Indenture dated as of March 30, 2020 (the "Second Supplemental Indenture" and, together with the Base Indenture and the First Supplemental Indenture, the "Indenture"), between State Street and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee. The form of 2026 Note is filed as Exhibit 4.1 hereto and the form of 2034 Note is filed as Exhibit 4.2 hereto. The Base Indenture has been included as Exhibit 4.2 to State Street's Registration Statement on Form S-3, filed with the SEC on November 18, 2014. The First Supplemental Indenture has been included as Exhibit 4.1 to State Street's current report on Form 8-K, filed with the SEC on May 8, 2017. The Second Supplemental Indenture has been included as Exhibit 4.1 to State Street's current report on Form 8-K, filed with the SEC on March 30, 2020.

The sale of the Notes was made pursuant to the terms of an underwriting agreement dated January 23, 2023 (the "Underwriting Agreement"), entered into among State Street and Goldman Sachs & Co. LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Siebert Williams Shank & Co., LLC, as representatives of the underwriters named therein. The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

State Street expects to receive net proceeds from the offering of the Notes of approximately $1.244 billion, after deducting estimated expenses and underwriting discounts and commissions.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to State Street, has issued an opinion to State Street, dated January 26, 2023, regarding the legality of the Notes to be issued and sold in the offering upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 to this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.       Description

 1.1          Underwriting Agreement, dated January 23, 2023, by and among State
            Street Corporation and Goldman Sachs & Co. LLC, BofA Securities, Inc.,
            Morgan Stanley & Co. LLC and Siebert Williams Shank & Co., LLC, as
            representatives of the several underwriters named therein

 4.1          Form of Fixed-to-Floating Rate Senior Notes due 2026

 4.2          Form of Fixed-to-Floating Rate Senior Notes due 2034

 5.1          Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated
            January 26, 2023

23.1          Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included as
            part of Exhibit 5.1)

*104        Cover Page Interactive Data File (formatted as Inline XBRL)

* Submitted electronically herewith

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