https://www.sec.gov/Archives/edgar/data/1111565/000174177325002495/c497.htmJune 11, 2025
BNY MELLON FUNDS TRUST
BNY Mellon Income Stock Fund
Supplement to Summary Prospectus, Prospectus and Statement of Additional Information
The Board of Trustees of BNY Mellon Funds Trust (the “Trust”) has approved, subject to shareholder approval, the conversion of BNY Mellon Income Stock Fund (the “Fund”), which currently operates as a mutual fund, into an exchange-traded fund (“ETF”). If approved by Fund shareholders, the Fund will be converted into an ETF through its reorganization with and into BNY Mellon Enhanced Dividend and Income ETF (the “Acquiring ETF”) pursuant to an Agreement and Plan of Reorganization (the “Agreement”) between the Trust, on behalf of the Fund, and BNY Mellon ETF Trust II (“ETF Trust II”), on behalf of the Acquiring ETF. Accordingly, if the reorganization is approved by Fund shareholders, the Fund will transfer its assets to the Acquiring ETF, in exchange for whole shares of the Acquiring ETF and the assumption by the Acquiring ETF of the Fund’s liabilities (the “Reorganization”). Upon consummation of the Reorganization, Acquiring ETF shares received by the Fund will be distributed to Fund shareholders, with each shareholder receiving a pro rata distribution of the Acquiring ETF shares received by the Fund, for Fund shares held prior to the Reorganization. If approved by Fund shareholders, the Reorganization will be consummated on or about the close of business on December 5, 2025 (the “Closing Date”). After the Reorganization, the Fund will cease operations and will be terminated as a series of the Trust.
Importantly, as described in more detail below, in order to receive Acquiring ETF shares as part of the conversion, Fund shareholders must hold their shares through a brokerage account that can accept shares of an ETF. Please see the Q&A below for additional actions Fund shareholders can take in order to receive ETF shares in the conversion if such shareholders do not currently hold Fund shares through a brokerage account that can accept shares of an ETF.
The Acquiring ETF is a newly-created series of ETF Trust II and will carry on the business of the Fund and assume its performance and financial records. The Acquiring ETF will have the same investment objective and similar investment strategies as the Fund. BNY Mellon Investment Adviser, Inc. (“BNY Adviser”) is the investment adviser to the Fund and BNY Mellon ETF Investment Adviser, LLC (“BNY ETF Adviser”), an affiliate of BNY Adviser, will serve as the investment adviser to the Acquiring ETF. Newton Investment Management North America, LLC (“NIMNA”), the Fund’s current sub-adviser, will serve as the sub-adviser to the Acquiring ETF and, subject to BNY ETF Adviser’s supervision and approval, provide the day-to-day management of the Acquiring ETF’s investments. The current primary portfolio managers of the Fund will manage the Acquiring ETF. The Acquiring ETF will be overseen by a different board, and will have certain different third-party service providers, than the Fund. The Acquiring ETF will not commence investment operations until the Reorganization is consummated.
The Trust’s Board unanimously concluded that reorganizing the Fund into the Acquiring ETF is in the best interests of the Fund and that the interests of the Fund’s shareholders will not be diluted as a result of the Reorganization. BNY Adviser believes that the Reorganization will permit the Fund’s shareholders to pursue similar investment goals in the Acquiring ETF, which has a lower management fee and an estimated lower total annual expense ratio than the Fund. Management also believes that the Reorganization should provide certain other potential benefits for the Fund’s shareholders, including greater tax efficiency, the ability to purchase and sell shares throughout the trading day at the then-prevailing market price on an exchange, less cash drag on performance, and lower portfolio transaction costs.
It is currently contemplated that shareholders of the Fund as of July 14, 2025 (the “Record Date”) will be asked to approve the Agreement on behalf of the Fund at a special meeting of shareholders to be held on or about September 10, 2025.
As a condition to the closing of the Reorganization, the Fund will receive an opinion of counsel to the effect that, for federal income tax purposes, the Reorganization will qualify as a tax-free reorganization and, thus, no gain or loss will be recognized by the Fund, the Fund’s shareholders or the Acquiring ETF as a direct result of the Reorganization. Fund shareholders may, however, be required to recognize gain or loss if their shares are redeemed, in whole or in part, in connection with the Reorganization.
If the Reorganization is approved, each shareholder who holds their Fund shares through an account that may hold Acquiring ETF shares (a “Qualifying Account”), as described below, will become a shareholder of the Acquiring ETF on the Closing Date and will no longer be a shareholder of the Fund. Such shareholders will receive shares of the Acquiring ETF with an aggregate net asset value equal to the aggregate net asset value of their investment in the Fund immediately before the Reorganization. In addition, approximately two business days before the Reorganization, any fractional shares of the Fund held by shareholders will be redeemed at the current net asset value and the Fund will distribute the redemption proceeds in cash to those shareholders.
If the Reorganization is approved, each shareholder who holds their Fund shares through an account that is not permitted to hold Acquiring ETF shares (a “Non-Qualifying Account”), as described below, will not receive Acquiring ETF shares in connection with the Reorganization. Instead, depending on the type of account through which such shareholder holds their Fund shares, the shareholder will either receive cash or Wealth shares of Dreyfus Government Cash Management, a government money market fund advised by BNY Adviser and sub-advised by Dreyfus, a division of Mellon Investments Corporation, an affiliate of BNY Adviser. The redemption or transfer of such shareholder’s investment may be subject to tax.
The Acquiring ETF offers one class of shares and does not issue fractional shares. If the Reorganization is approved, Class A, Class C, Class I, Class Y, and Investor shares of the Fund will be converted into Class M shares of the Fund (without a contingent deferred sales charge (“CDSC”) or other charge). The share class conversion is expected to occur approximately two weeks before the Closing Date. The Fund’s exchange privilege (exchanges into and out of the Fund with other series of the Trust) will be terminated on or about November 21, 2025.
In addition, approximately two weeks before the Reorganization, the Fund may, if deemed advisable by management of BNY Adviser, effect a share split (either forward or reverse) to approximate the net asset value per share of the Acquiring ETF. After such share split (if any), any fractional shares held by shareholders will be redeemed approximately two business days before the Closing Date, as noted above. The distribution to shareholders of such redemption proceeds, which is expected to be a small amount, will likely be a taxable event to shareholders who hold their shares in a taxable account and shareholders are encouraged to consult their tax advisors to determine the effect of such redemption.
If the Reorganization is approved, effective on the first business day of the month following Fund shareholder approval of the Reorganization, (i) the CDSC applicable to Class C shares (and Class A shares, if applicable) of the Fund will not be imposed on redemptions made by shareholders of the Fund, (ii) the applicable front-end sales load will not be imposed on investments in the Fund’s Class A shares, (iii) the Fund’s 12b-1 and shareholder services plan fees will be waived, and (iv) any letters of intent will be closed out. In addition, effective on the first business day following Fund shareholder approval of the Reorganization, no investments for new accounts will be permitted in the Fund (with the exception of new accounts for clients of BNY Wealth, certain retirement plans, certain wrap programs and existing Fund shareholders who are transferring their Fund accounts to a brokerage or other account that is eligible to hold Acquiring ETF shares). The reinvestment of dividends and
capital gains distributions will continue to be permitted. To the extent investments are made in the Fund on or after the first business day of the month following Fund shareholder approval of the Reorganization, the Fund’s distributor will not compensate financial institutions (which may include banks, securities dealers and other industry professionals) for selling Class C shares or Class A shares subject to a CDSC at the time of purchase. Approximately two business days prior to the Closing Date, the Fund will be closed to all purchases and redemptions...
