M&T Bank (MTB) 10-K risk factor changes: FY2024 vs FY2023

[added: -] Weakness in the economy has adversely affected the Company in the past and may adversely affect the Company in the future.

[added: -] The Company’s business and financial performance is impacted significantly by market interest rates and movements in those rates.

The [removed: monetary, tax] [added: monetary] and other [added: related] policies of governmental agencies, including the Federal Reserve, have a significant impact on interest rates and overall financial market performance over which the Company has no control and which the Company may not be able to anticipate adequately.

[added: -] The Company’s business and performance is vulnerable to the impact of volatility in debt and equity markets.

[added: -] The Company’s regional concentrations expose it to adverse economic conditions in its primary retail banking office footprint.

[added: -] The discontinuation of benchmark rates as permissible rate indices in new contracts and the development of alternative benchmark indices to replace discontinued benchmarks could adversely impact the Company’s business and results of operations.

[added: -] The Company is subject to extensive government regulation and supervision and this regulatory environment can be and has been significantly impacted by financial regulatory reform initiatives.

[added: -] The Company may be subject to more stringent capital and liquidity requirements and new requirements relating to long-term debt.

[added: -] M&T’s ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on the results of supervisory stress tests administered by the Federal Reserve.

[added: -] If an orderly liquidation of a systemically important BHC or non-bank financial company were triggered, M&T could face assessments for the OLF.

[added: -] Deteriorating credit quality could adversely impact the Company.

[added: -] The Company may be adversely affected by the soundness of other financial institutions.

[added: -] The Company must maintain adequate sources of funding and liquidity.

[added: -] If the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.

[added: -] M&T relies on dividends from its subsidiaries for its liquidity.

[added: -] The financial services industry is highly competitive and creates competitive pressures that could adversely affect the Company’s revenue and profitability.

[added: -] Difficulties in obtaining regulatory approval for acquisitions and in combining the operations of acquired entities with the Company’s own operations may prevent M&T from achieving [removed: the] expected benefits from [removed: its] acquisitions.

[added: -] The Company could suffer if it fails to attract and retain skilled personnel.

[added: -] The Company is subject to operational risk which could adversely affect the Company’s business and reputation and create material legal and financial exposure.

[added: -] The Company’s information systems may experience interruptions or breaches in security, including due to events beyond the Company’s control.

[added: -] The Company could incur higher costs, experience lower revenue, and suffer reputational damage in the event of the theft, loss or misuse of information, including due to a [removed: cybersecurity] [added: cyber] attack.

[added: -] The Company is subject to laws and regulations relating to the privacy of the information of customers, clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage.

[added: -] M&T relies on other companies to provide key components of the Company’s business infrastructure.

[added: -] The Company is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

[added: -] Changes in accounting standards could impact the Company’s reported financial condition and results of operations.

[added: -] The Company’s reported financial condition and results of operations depend on management’s selection of accounting methods and require management to make estimates about matters that are uncertain.

[added: -] The Company’s models used for business planning purposes could perform poorly or provide inadequate information.

[added: -] The Company’s framework for managing risks may not be effective.

[added: -] Pandemics, acts of war or terrorism and other adverse external events could significantly impact the Company’s business.

[added: -] The Company’s assets, communities, operations, reputation and customers could be adversely affected by the impacts of climate risk.

As a financial institution, certain risk elements are inherent in the ordinary course of the Company’s business activities and adverse experience with those risks could have a material impact on the Company’s business, financial condition, liquidity and results of operations, as well as on the values of the Company’s financial instruments and M&T’s [added: debt and equity] securities, including its common stock.

[added: -] A decrease in the demand for loans and other products and services offered by the Company.

[added: -] A decrease in net interest income derived from the Company’s lending and deposit gathering activities.

[added: -] A decrease in the value of the Company’s investment securities, loans held for sale or other assets secured by residential or commercial real estate.

[added: -] A decrease in fees from the Company’s brokerage, trust, and investment management businesses associated with declines or lack of growth in stock market prices.

[added: -] Potential higher FDIC assessments due to the DIF falling below minimum required levels or special FDIC assessments relating to the failure of specific banks.

[added: -] An impairment of certain intangible assets, such as goodwill.

[added: -] An increase in the number of customers and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to the Company.

Volatility and uncertainty related to inflation and the effects of inflation, including [removed: potentially higher] [added: potential volatility in] interest rates, [removed: which may] [added: could] lead to increased costs for businesses and consumers and potentially contribute to poor business and economic conditions generally, [removed: may] [added: which could] also enhance or contribute to some of the risks discussed herein.

Additionally, economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties; military conflicts, including [removed: Russia’s invasion of Ukraine and the attacks on Israel and conflict] [added: current conflicts] in [added: eastern Europe and] the Middle East; [added: political uncertainty in the U.S.; potential changes to federal taxation rates; the impact of international trade policies, including tariffs;] pandemics, including the COVID-19 pandemic; and global, national and local responses thereto by governmental authorities and other third parties.

- The Company is routinely subject to examinations from various governmental taxing authorities that may result in challenges to the Company’s tax return treatment.

- The development and use of AI, including by third parties, presents risks and challenges that may adversely impact M&T.

- The Company is exposed to reputational risk which could negatively impact investor and customer confidence.

- A decrease in the value of the collateral securing the Company's loans.

In recent years, there have been significant changes in rates of inflation and interest rates.

The FOMC increased the federal funds target interest rate through several hikes totaling 5.25% during 2022 and 2023 and held that interest rate at the elevated level until it began decreasing the federal funds target interest rate in September through December 2024.

The actions of the Federal Reserve influence

*The Company is routinely subject to examinations from various governmental taxing authorities that may result in challenges to the Company’s tax return treatment.*

regions.

States and state regulatory authorities may also revise their regulatory and supervisory frameworks, or increase investigative and enforcement activity, in response to changes in regulation, supervision and enforcement by federal regulators.

In some cases, governmental authorities have required

Litigation challenging actions or regulations by Federal or state authorities could, depending on the outcome, significantly affect the regulatory and supervisory framework affecting the Company’s operations.

For example, there is litigation pending to challenge the Federal Reserve’s regulation on permissible interchange fees on the ground that the regulations allow higher interchange fees than permitted by statute, which, if successful, could significantly and adversely affect the fees banks can charge on debit card transactions.

The long-term debt proposal, if adopted, would require M&T to maintain more long-term

regarding the financial services industry in general, a subset of financial institutions or M&T in particular.

Any requisite approval could be delayed or not obtained at all, including due to, among other factors, an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approval, including

- Inability to realize the expected benefits of the acquisition due to lower financial results pertaining to the acquired entity.

compensation policies do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization.

Like other U.S. financial services companies, the Company is constantly the target of cyber attacks and other attempts to disrupt its operations.

These risks may be heightened to the extent the Company relies on a limited or concentrated number of third-party service providers.

*The development and use of AI, including by third parties, presents risks and challenges that may adversely impact M&T.*

The Company or its third-party vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services or products.

The development and use of AI presents a number of risks and challenges to M&T’s business.

The legal and regulatory environment relating to AI is uncertain and rapidly evolving, and includes regulation targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.

These evolving laws and regulations could require changes in the

Company’s or third parties’ implementation of AI technology and increase the Company’s compliance costs and risk of non-compliance.

AI models, including generative AI models may produce output or influence the Company or its third-party service providers to take actions that are incorrect, that result in the release of private, confidential or proprietary information, that reflect biases included in the data on which they are trained, that infringe on the intellectual property rights of others, or that are otherwise harmful.

In addition, the complexity of certain AI models makes it challenging to understand why they are generating particular outputs.

This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias and complying with regulations that require documentation or explanation of the basis on which decisions are made.

Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.

Any of these risks could expose M&T to liability or adverse legal or regulatory consequences and harm its reputation and the public perception of its business or the effectiveness of its security measures.

In addition to the Company’s use of AI technologies, the Company is exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyber attacks.

Use of AI technologies by bad actors can contribute to the evolution of new and more effective techniques, which can hinder the Company’s efforts to prevent, detect and remediate such harmful activities.

AI, if used to perpetrate fraud or launch cyber attacks, could result in losses, liquidity outflows or other adverse effects at a particular exchange or financial institution, including the Company.

represent the ultimate loss to the Company from the legal proceedings in question.

*The Company is exposed to reputational risk which could negatively impact investor and customer confidence.*

its cybersecurity.

Moreover, there has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regarding diversity, equity and inclusion matters and environmental, social and governance matters.

Due to divergent stakeholder views on these matters, the Company is at increased risk that any action, or lack thereof, by the Company concerning these matters will be perceived negatively by at least some stakeholders, which could adversely affect the Company’s reputation.

Company’s products and services or those of its borrowers, which could increase credit risk; challenges related to maintaining sufficient qualified personnel due to labor shortages, talent attrition, employee illness and willingness to return to work; and disruptions to business operations at the Company and at counterparties, vendors and other service providers.

The Company is exposed to reputational risk.

Supply chain constraints, robust demand and labor shortages have led to persistent inflationary pressures throughout the economy.

Interest rate increases have reduced the value of the Company’s investment portfolio, for example, by decreasing the estimated fair value of fixed income securities.

Furthermore, as interest rates rise, the Company’s unrealized gains on fixed income securities would ordinarily decrease and unrealized losses would ordinarily increase, which occurred in both 2022 and 2023 and could continue to occur in 2024.

Also, due to the impact on rates for short-term funding, the Federal Reserve’s policies influence, to a significant extent, the Company’s cost of such funding, and increases in short-term interest rates have in the past increased, and may in the future increase, the Company’s cost of short-term funding.

Should tax laws change or the tax

Additionally, such activity could affect the

There have been significant revisions to the laws and regulations applicable to the Company that have been enacted or proposed in recent years, and additional proposed changes are anticipated.

Many of these and other rules to implement the changes have yet to be finalized, and the final timing, scope and impact of these changes to the regulatory framework applicable to financial institutions remain uncertain.

As a general matter,

Factors that influence the Company’s credit loss experience include overall economic conditions affecting businesses and consumers, generally, but also residential and commercial real estate valuations, in particular, given the size of the Company’s real estate loan portfolios.

geography or asset type.

In addition to customer deposits, sources of liquidity include brokered deposits

Increases in short-term interest rates have resulted in and may continue to result in more intense competition in deposit pricing and with respect to non-deposit financial products.

alternative investments, causing the Company to lose a lower cost source of funding.

The Company has and may continue

contractual and other obligations.

other mobile devices outside the Company’s systems) by customers to conduct financial transactions, and the increased sophistication and activities of organized crime, fraudsters, hackers, terrorists, activists, instrumentalities of foreign governments and other external parties.

The Company may not be insured against all

when it may not, or may lead the Company to misjudge the business and economic environment in which it operates.

*The Company is exposed to reputational risk*.

technological advancement associated with the changes necessary to limit climate change.

Corporate [removed: Profile and Significant Developments][added: Profile]

M&T is a BHC headquartered in Buffalo, New York with consolidated assets of [removed: $208.3] [added: $208.1] billion at December 31, [removed: 2023.][added: 2024.]

M&T Bank, with total [added: consolidated] assets of [removed: $207.8] [added: $207.6] billion at December 31, [removed: 2023,] [added: 2024,] is a New York-chartered commercial bank with [removed: 961] [added: 955] domestic banking offices [added: primarily located] in [removed: New York State, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia,] [added: the Northeastern] and [added: Mid-Atlantic regions of] the [added: U.S., including the] District of Columbia, and a full-service commercial banking office in Ontario, Canada.

Wilmington Trust, N.A. is a national bank with total [added: consolidated] assets of [removed: $683] [added: $711] million at December 31, [removed: 2023.][added: 2024.]

[removed: Revisions to the Company's] [added: The] reportable segments [removed: to now comprise of] [added: are] Commercial Bank, Retail [removed: Bank] [added: Bank,] and Institutional Services and Wealth Management.

[removed: Overview][added: Financial Overview]

The [removed: results of the Company’s operations for the year ended December 31, 2023 continued to be impacted by multiple hikes by the] FOMC [removed: of] [added: had increased] its federal funds target rate [removed: that totaled] [added: through multiple hikes totaling] 5.25% from March [removed: of] 2022 through July [removed: of] 2023 in response to inflationary [removed: pressures.][added: pressures, before lowering that rate a total of 1.00% from September 2024 through December 2024.]

The sale of that business resulted in a pre-tax gain of $225 million ($157 million after-tax [removed: effect, or $0.94 of diluted earnings per common share)] [added: effect)] in the 2023 results of operations.

In the fourth quarter of 2023, the FDIC issued a final rule on special assessment pursuant to systemic risk determination resulting from the closures of certain failed banks earlier in [removed: the] [added: that] year.

As a result, the Company recorded an expense of $197 million ($146 million after-tax [removed: effect, or $0.88 of diluted earnings per common share)] [added: effect) and $34 million ($26 million after-tax effect)] for the special assessment in the 2023 [added: and 2024] results of [removed: operations.][added: operations, respectively.]

| | | | | | | | | | | | | | | [added: | | | | | | |] Change from | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | | | | | | | | | [removed: 2022] [added: | | | | | | | 2023] to [removed: 2023] [added: 2024] | | | | | | | | [removed: 2021] [added: | | | | 2022] to [removed: 2022] [added: 2023] | | | | | | | [added: | |]

| (Dollars in millions, except per share) | | [added: | 2024 | | | | | |] 2023 | | | | [removed: 2022] | | [added: 2022] | | [removed: 2021] | | | | Amount | | | | [added: | |] % | | | | [added: | |] Amount | | | | [added: | |] % | | |

| Net interest income | | [added: |] $ | [removed: 7,115] [added: 6,852] | | | [added: | |] $ | [removed: 5,822] [added: 7,115] | | | [added: | |] $ | [removed: 3,825] [added: 5,822] | | | [added: | |] $ | [removed: 1,293] [added: (263)] | | | | [removed: 22] | [added: \-4 | |] % | | [added: | |] $ | [removed: 1,997] [added: 1,293] | | | | [removed: 52] | [added: 22 | |] % |

| [removed: Taxable\-equivalent] [added: Taxable-equivalent] adjustment (a) | | | [added: 50 | | | | | |] 54 | | | | [added: | |] 39 | | | | [removed: 15] | | [added: (4)] | | [removed: 15] | | | | [removed: 40] [added: \-9] | | | | [removed: 25] | | [added: 15] | | [removed: 166] | | [added: | | 40 | | |]

| Net interest income (taxable-equivalent basis) (a) | | | [added: 6,902 | | | | | |] 7,169 | | | | [added: | |] 5,861 | | | | [removed: 3,840] | | [added: (267)] | | [removed: 1,308] | | | | [removed: 22] [added: \-4] | | | | [removed: 2,022] | | [added: 1,308] | | [removed: 53] | | [added: | | 22 | | |]

| Provision for credit losses | | | [added: 610 | | | | | |] 645 | | | | [added: | |] 517 | | | | [removed: (75] | [removed: )] | [added: (35)] | | [removed: 128] | | | | [removed: 25] [added: \-5] | | | | [removed: 592] | | [added: 128] | | [removed: —] | | [added: | | 25 | | |]

| Other income | | | [removed: 2,528 | | | | 2,357 | | | | 2,167 | | |] [added: 2,427] | [removed: 172] | | | | [removed: 7] | [added: 2,528] | | | [removed: 190] | | | [added: 2,357] | [removed: 9] | |

| Other expense | | | [added: 5,359 | | | | | |] 5,379 | | | | [added: | |] 5,050 | | | | [removed: 3,612] | | [added: (20)] | | [removed: 329] | | | | [removed: 7] [added: —] | | | | [removed: 1,439] | | [added: 329] | | [removed: 40] | | [added: | | 7 | | |]

| Net income | | | [added: 2,588 | | | | | |] 2,741 | | | | [added: | |] 1,992 | | | | [removed: 1,859] | | [added: (153)] | | [removed: 749] | | | | [removed: 38] [added: \-6] | | | | [removed: 133] | | [added: 749] | | [removed: 7] | | [added: | | 38 | | |]

| Per common share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| Basic earnings | | | [added: 14.71 | | | | | |] 15.85 | | | | [added: | |] 11.59 | | | | [removed: 13.81] | | [added: (1.14)] | | [removed: 4.26] | | | | [removed: 37] [added: \-7] | | | | [removed: (2.22] | [removed: )] | [added: 4.26] | | [removed: \-16] | | [added: | | 37 | | |]

| Diluted earnings | | | [added: 14.64 | | | | | |] 15.79 | | | | [added: | |] 11.53 | | | | [removed: 13.80] | | [added: (1.15)] | | [removed: 4.26] | | | | [removed: 37] [added: \-7] | | | | [removed: (2.27] | [removed: )] | [added: 4.26] | | [removed: \-16] | | [added: | | 37 | | |]

| Performance ratios | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| Return on: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| Average assets | | | [added: 1.23 | | % | | | |] 1.33 | [added: |] % | | | [added: |] 1.05 | [added: |] % | | | [removed: 1.22] | [removed: %] | | | | | | | | | | | | | | | | | [added: | | | |]

| Average common shareholders' equity | | | [added: 9.54 | | | | | |] 11.06 | | | | [added: | |] 8.67 | | | | [removed: 11.54] | | | | | | | | | | | | | | | | | | [added: | | | | |]

| Net interest margin | | | [added: 3.58 | | | | | |] 3.83 | | | | [added: | |] 3.39 | | | | [removed: 2.76] | | | | | | | | | | | | | | | | | | [added: | | | | |]

[removed: *Net] [added: *(a)Net] interest income data are presented on a taxable-equivalent basis which is a non-GAAP measure.

This adjustment, which is related to interest received on qualified municipal securities, industrial revenue financings and preferred equity securities, is based on a composite income tax rate of approximately [removed: 26%.*][added: 25% in 2024 and 26% in each of 2023 and 2022.*]

[added: -] Taxable-equivalent net interest income was [removed: $7.17] [added: $6.90] billion in [removed: 2023, an increase] [added: 2024, a decline] of [removed: $1.31 billion,] [added: $267 million,] or [removed: 22%] [added: 4%] from [removed: $5.86] [added: $7.17] billion in [removed: 2022.][added: 2023.]

That [removed: increase] [added: decrease] reflects a [removed: 44 basis point] [added: 25 basis-point] (hundredth of one percent) [removed: widening] [added: narrowing] of the net interest margin to [added: 3.58% in 2024 from] 3.83% in 2023 [removed: from 3.39%] [added: as increases] in [removed: 2022.][added: the cost of interest-bearing liabilities outpaced a rise in the yield received on earning assets.]

[removed: The] [added: A] provision for credit losses [removed: was] [added: of $610 million and] $645 million [added: was recorded] in [added: 2024 and] 2023, [removed: compared with $517 million in 2022.][added: respectively.]

The [removed: comparatively higher] [added: lower] provision for credit losses in [removed: the most recent year] [added: 2024] as compared with [removed: 2022] [added: 2023] reflects [removed: declines in commercial real estate values and higher interest rates contributing to a deterioration in the] [added: improved] performance of loans to commercial [removed: borrowers as well as] [added: real estate borrowers, partially offset by] commercial and industrial [added: and consumer] loan growth.

[removed: Taxable-equivalent net interest income was $3.84 billion in 2021.][added: Taxable-equivalent Net Interest Income]

[added: -] The Company’s effective tax rate was [removed: 24.3%] [added: 21.8%] in [removed: each of 2023 and 2021, as] [added: 2024,] compared with [removed: 23.7%] [added: 24.3%] in [removed: 2022.][added: 2023.]

Under approved capital plans and programs authorized by [removed: M&T's] [added: the] Board of Directors, M&T repurchased [removed: a total of 3,838,157] [added: 2,148,042] shares of its common stock in [removed: 2023] [added: 2024] at an average cost per share of [removed: $154.76] [added: $184.37] resulting in a total cost, including the share repurchase excise tax, of [removed: $600] [added: $400] million.

As a result of [added: previous] business [removed: combinations and other] acquisitions, the Company [removed: had intangible assets consisting of] [added: recorded] goodwill [added: of $8.5 billion] and core deposit and other intangible assets [removed: totaling $8.6 billion at December 31, 2023, $8.7 billion at December 31, 2022 and $4.6 billion] [added: of $94 million] at December 31, [removed: 2021, consisting predominantly of goodwill.][added: 2024.]

M&T consistently provides supplemental reporting of its results on a [removed: “net operating”] [added: "net operating"] or [removed: “tangible”] [added: "tangible"] basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and [added: gains (when realized) and] expenses (when incurred) associated with merging acquired or to be acquired operations with and into the Company, since such items are considered by management to be [removed: “nonoperating”] [added: "nonoperating"] in nature.

In [removed: 2022 and 2021,] [added: 2022,] those merger-related expenses totaled $580 million ($432 million after-tax [removed: effect) in 2022 and $44 million ($34 million after-tax effect) in 2021.][added: effect).]

M&T’s wholly-owned bank subsidiaries are M&T Bank and Wilmington Trust, N.A. Those bank subsidiaries offer a wide range of retail and commercial banking, trust and wealth management, and institutional services to their customers.

Further information about the Company's business, its legal entity structure and its significant subsidiaries is included in Part I, Item 1, "Business" and Exhibit 21.1 of this Form 10-K.

For a discussion of 2023 results as compared with 2022 results, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report on Form 10-K for the year ended December 31, 2023.

The results of the Company’s operations for the year ended December 31, 2024 as compared with the year ended December 31, 2023 reflect lower net interest income as higher deposit and borrowing costs outpaced increased yields received on earning assets.

The amount of commercial real estate loans designated as "criticized" at December 31, 2024 improved from a year earlier and contributed to a modest decline in provision for

credit losses in 2024 as compared with 2023.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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*__________________________________________________________________________________*

The decrease in net income in 2024 as compared with 2023 reflects the following:

- The provision for credit losses was $610 million in 2024, compared with $645 million in 2023, reflecting improved performance of loans to commercial real estate borrowers, partially offset by commercial and industrial and consumer loan growth.

- Noninterest income declined $101 million, or 4%, to $2.43 billion in 2024 as compared with $2.53 billion in 2023, reflecting the sale of the CIT business in the second quarter of 2023, partially offset by higher service charges on deposit accounts, non-CIT business related trust income, mortgage banking revenues, brokerage services income and distributions from M&T's investment in BLG.

- Noninterest expense aggregated $5.36 billion in 2024, compared with $5.38 billion in 2023.

The $20 million decrease in noninterest expense reflected FDIC special assessments of $197 million in 2023 and $34 million in 2024, lower professional and other services expense, reflecting lower sub-advisory fees resulting from the sale of the CIT business in April 2023, and a decline in management consulting fees.

Those deceases were partially offset by higher salaries and employee benefits expense, reflecting annual merit and other increases and a rise in incentive compensation, and higher outside data processing and software costs.

The 2024 income tax expense reflects a $14 million discrete tax benefit related to certain tax credits claimed on a prior year income tax return and a $17 million net discrete tax benefit related to the resolution of an income tax matter inherited from the acquisition of People's United.

On August 15, 2024, M&T redeemed all 350,000 outstanding shares of its Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, for $350 million.

In 2023, M&T repurchased 3,838,157 shares of its common stock at an average cost per share of $154.76 resulting in a total cost, including the share repurchase excise tax, of $600 million.

On January 22, 2025, M&T's Board of Directors authorized a program under which $4.0 billion of common shares may be repurchased.

That authorization replaced and terminated the previous authorized share repurchase program effective as of the same date.

The following table represents a comparative summary of certain non-GAAP results of operations.

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*__________________________________________________________________________________*

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Goodwill | | | (8,465) | | | | | | (8,473) | | | | | | (7,537) | | |

| Core deposit and other intangible assets | | | (120) | | | | | | (177) | | | | | | (179) | | |

| Core deposit and other intangible assets | | | (94) | | | | | | (147) | | | | | | (209) | | |

*__________________________________________________________________________________*

That decrease reflects a 25 basis-point narrowing of the net interest margin to 3.58% in 2024 from 3.83% in 2023 as higher rates paid on interest-bearing liabilities outpaced an increase in yields on earnings assets.

During the recent year, the Company continued to adjust its funding sources in consideration of the changing interest rate environment as well as the competitive landscape for customer deposits.

An increase in average interest-bearing liabilities in 2024 as compared with 2023 reflected a shift in customer deposits toward higher cost interest-bearing products and higher average levels of borrowings.

Average interest-bearing deposits rose $9.5 billion, or 9%, and average borrowings rose $2.5 billion, or 19%, in 2024 as compared with 2023.

The rates paid on average interest-bearing liabilities increased 57 basis points over the same period.

The increase in average earning assets in 2024 reflects higher average interest-bearing deposits at the FRB of New York, purchases of investment securities and loan growth.

The yield received on earning assets in 2024 increased by 24 basis points from 2023.

The Company's average balance sheets accompanied by the taxable-equivalent interest income and expense and the average rate on the Company's earning assets and interest-bearing liabilities are presented in Table 4.

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M&T’s wholly owned bank subsidiaries are M&T Bank and Wilmington Trust, N.A. Among other subsidiaries of M&T is M&T Securities which provides institutional brokerage and securities services and had total assets of $56 million at December 31, 2023.

M&T Bank lends to consumers residing in the states noted above and to small and medium-size businesses based in those areas, although loans are also originated through offices in other states and in Ontario, Canada.

Certain lending activities are also conducted in other states through various subsidiaries.

Trust and other fiduciary services are offered by M&T Bank and through its wholly owned subsidiary, Wilmington Trust Company.

Other subsidiaries of M&T Bank include M&T Realty Capital, a multifamily commercial mortgage lender; WT Investment Advisors, which serves as an investment advisor to the Wilmington Funds, a family of proprietary mutual funds, and other funds and institutional clients; and entities obtained in the People's United acquisition including LEAF Commercial Capital, Inc., M&T Capital and Leasing Corp. (formerly known as People's Capital and Leasing Corp.) and M&T Equipment Finance Corp. (formerly known as People's United Equipment Finance Corp.) that provide equipment leasing and financing services.

In connection with the acquisition of People's United, M&T issued 50,325,004 common shares on April 1, 2022.

Pursuant to the terms of the merger agreement, People’s United shareholders received consideration valued at .118 of an M&T common share in exchange for each common share of People’s United.

The purchase price totaled approximately $8.4 billion (with the price based on M&T’s closing price of $164.66 per share as of April 1, 2022).

Additionally, People’s United outstanding preferred stock was converted into new shares of Series H Preferred Stock of M&T.

The acquisition of People's United formed a banking franchise with over $200 billion in assets serving communities in the Northeast and Mid-Atlantic from Maine to Virginia, including Washington D.C.

Net acquisition and integration-related expenses (included herein as merger-related expenses) associated with the People's United acquisition totaled $432 million after-tax effect, or $2.63 of diluted earnings per common share in 2022 and $34 million after-tax effect, or $0.25 of diluted earnings per common share in 2021.

Merger-related expenses incurred in 2022 and associated with the People's United acquisition generally consisted of professional services, temporary help fees and other costs associated with actual or planned conversions of systems and/or integration of operations and the introduction of M&T to its new customers, costs related to terminations of existing contractual arrangements to purchase various services, severance, travel costs, and, in the second quarter of 2022, an initial provision for credit losses on loans not deemed to be PCD on the April 1, 2022 acquisition date of People's United.

M&T completed the transfer of most financial records of People’s United to M&T’s core operating systems in the third quarter of 2022.

The Company did not incur any merger-related expenses during 2023.

On April 29, 2023 Wilmington Trust, N.A. sold its CIT business to a private equity firm, resulting in a pre-tax gain of $225 million.

On October 31, 2022 M&T Bank sold MTIA, a wholly owned insurance agency subsidiary of M&T Bank to Arthur J.

Gallagher & Co. resulting in a pre-tax gain of $136 million.

Financial Reporting Matters

Included within this Management's Discussion and Analysis of Financial Condition and Results of Operations are certain financial reporting changes described in note 1 of Notes to Financial Statements that were effective in the fourth quarter of 2023 including:

Reclassification of the substantial majority of loans secured by commercial real estate that were considered owner-occupied from commercial real estate loans to commercial and industrial loans;

Presentation of "professional and other services" as an individual component of "other expense" while combining the presentation of "printing, postage and supplies" into "other costs of operations" within the Consolidated Statement of Income; and

Prior periods have been presented in conformity with the new classifications.

The higher interest rate environment has resulted in increased yields on the Company’s earning assets, higher costs of interest-bearing liabilities and a shift in the mix of those liabilities, including from noninterest-bearing deposits to higher cost deposit products.

The provision for credit losses reflects declines in commercial real estate values and higher interest rates contributing to a deterioration in the performance of loans to commercial borrowers as well as a $2.5 billion increase in loans and leases since December 31, 2022.

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*(a)*

The increase in net income in 2023 as compared with 2022 included one additional quarter of operations acquired from People's United.

Included in the second quarter of 2022 was the $242 million provision related to loans obtained in the People's United acquisition that were considered non-PCD.

Noninterest income rose $172 million, or 7%, to $2.53 billion in 2023 as compared with $2.36 billion in 2022, reflecting the sale of the CIT business in the second quarter of 2023, the sale of MTIA in the fourth quarter of 2022 and one additional quarter of revenues in 2023 from operations acquired from People's United.

Other favorable factors contributing to the rise in noninterest income included higher mortgage banking revenues and trading account and other non-hedging derivatives gains.

Exclusive of $338 million of merger-related expenses incurred in 2022 associated with the People's United acquisition, noninterest expense increased $667 million reflecting one additional quarter of operations acquired from People's United, higher salaries and employee benefits expenses from merit and other salary increases, a rise in incentive compensation and increases in employee benefit costs, including severance, and higher FDIC assessments inclusive of the special assessment in 2023's final quarter.

The increase in net income in 2022 as compared with 2021 included the impact of the acquisition of People's United on April 1, 2022.

The $2.02 billion increase in such income from 2021 to 2022 resulted from a 63 basis point widening of the net interest margin from 2.76% in 2021 and an increase in average earning assets and interest-bearing liabilities in 2022, primarily from the People's United acquisition.

The higher provision for credit losses in 2022 as compared with 2021 reflects the $242 million People's United-related provision for non-PCD loans obtained in the acquisition and a forecasted weakening of macroeconomic conditions as of December 31, 2022, as compared with forecasts in 2021 during which a recapture of previously recorded provisions of $75 million was recorded.

The increase in other income in 2022 as compared with 2021 reflected increases related to the acquired operations associated with the People's United acquisition (predominantly reflected in trust income, service charges on deposit accounts and other revenues from operations, including credit-related fees), higher trust income from legacy operations and the $136 million gain on sale of MTIA.

Those increases were partially offset by lower mortgage banking revenues reflecting the Company's decision late in the third quarter of 2021 to retain the substantial majority of recently originated mortgage loans in portfolio rather than sell such loans, and a planned reduction of insufficient funds fees reflected in service charges on deposit accounts.

As compared with 2021, the predominant factor for increased noninterest expenses in 2022 was acquired operations from People's United and associated merger-related expenses.

Merger-related noninterest expenses totaled $338 million and $44 million in 2022 and 2021, respectively.

In addition to the People's United acquisition, factors contributing to the higher level of noninterest expenses included higher costs for salaries and employee benefits, outside data processing and software, equipment and net occupancy, professional and other services expenses and (in the fourth quarter of 2022) a $135 million contribution to The M&T Charitable Foundation.

Incorporated by reference to the discussion contained in Part II, Item 7, [removed: “Management’s] [added: "Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations,"] under the captions "Liquidity [removed: Risk", “Market] [added: Risk," "Market] Risk and Interest Rate [removed: Sensitivity”] [added: Sensitivity"] (including Table [removed: 37)] [added: 39)] and [removed: “Capital.”][added: "Capital."]

M&T is a New York business corporation [removed: which] [added: that] is registered as [removed: a] [added: an] FHC under the BHCA and as a BHC under Article III-A of the New York Banking Law.

The principal executive offices of M&T [added: and M&T Bank] are located [removed: at One M&T Plaza,] [added: in] Buffalo, New [removed: York 14203.][added: York.]

[removed: As of December 31, 2023, the] [added: The] Company had consolidated total assets of [removed: $208.3] [added: $208.1] billion, deposits of [removed: $163.3] [added: $161.1] billion and shareholders’ equity of [removed: $27.0 billion.][added: $29.0 billion at December 31, 2024.]

[removed: The] [added: As of December 31, 2024, the] Company [removed: had 21,736] [added: employed 21,873] full-time and [removed: 487] [added: 481] part-time [removed: employees as of December 31, 2023.][added: employees.]

At December 31, [removed: 2023,] [added: 2024,] M&T had two [removed: wholly owned] [added: wholly-owned] bank subsidiaries: M&T Bank and Wilmington Trust, N.A. The banks collectively offer a wide range of retail and commercial banking, trust and wealth management, and investment services to their customers.

At December 31, [removed: 2023,] [added: 2024,] M&T Bank [added: and its subsidiaries] represented over 99% of [added: the] consolidated assets of the Company.

M&T Bank operates under a charter granted by the State of New York in 1892, and the continuity of its banking business is traced to the organization of [removed: the] Manufacturers and Traders Bank in 1856.

[removed: As of December 31, 2023,] M&T Bank [removed: had 961] [added: provides banking products and services through a] domestic banking [removed: offices] [added: office and ATM network] located [removed: in] [added: throughout] New York State, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia, and the District of [removed: Columbia and a full-service commercial banking office in Ontario, Canada.][added: Columbia.]

Lending is [removed: largely] [added: generally] focused on consumers residing in areas where M&T Bank maintains banking offices, and on small and medium-size businesses based in those areas, although loans are originated through offices in other states and in Ontario, Canada.

Trust and other fiduciary services are offered by M&T Bank and through its [removed: wholly owned] [added: wholly-owned] subsidiary, Wilmington Trust Company.

M&T Bank and certain of its subsidiaries also offer commercial mortgage loans secured by income producing properties or properties used by borrowers [added: in a trade or business.]

Wilmington Trust, N.A. [removed: offers] [added: and its subsidiaries offer] various trust and wealth management services.

[removed: It] [added: Among other subsidiaries of M&T is M&T Securities, Inc. which] provides institutional brokerage and securities services.

These other subsidiaries did not represent, individually [removed: and] [added: or] collectively, a significant portion of the Company’s consolidated assets, net income and shareholders’ equity at December 31, [removed: 2023.][added: 2024.]

[removed: The Company’s international activities] [added: M&T’s and its subsidiary banks’ regulatory capital ratios] are [removed: discussed] [added: presented] in note [removed: 18] [added: 22] of Notes to Financial Statements filed herewith in Part II, Item 8, [removed: “Financial] [added: "Financial] Statements and Supplementary [removed: Data.”][added: Data."]

The only activities that, as a class, contributed 10% or more of the sum of consolidated interest income and other income in any of the last three years were interest [added: income] on loans [added: and leases] each [removed: year,] [added: year and] interest [added: income] on deposits at banks in [removed: 2023] [added: each of 2024] and [removed: trust income in 2021.][added: 2023.]

Proposals to change the applicable regulatory framework may be introduced in the U.S. Congress and state legislatures, as well as by regulatory [removed: agencies.][added: agencies and through Executive Orders by the U.S. President.]

[added: Such initiatives may include proposals to] expand or contract the powers of BHCs and depository institutions or proposals to substantially change the financial institution regulatory system.

M&T is registered with the Federal Reserve as [removed: a] [added: an] FHC and [added: a] BHC under the BHCA.

Further, financial services entities such as M&T’s investment advisor and broker-dealer subsidiaries are subject to regulation by the SEC, [removed: FINRA,] [added: Financial Industry Regulatory Authority,] and Securities Investor Protection Corporation, among others.

It is subject to [removed: extensive] regulation, examination and oversight by the [removed: OCC] [added: OCC,] which governs many aspects of its operations, including fiduciary activities, capital levels, office locations, dividends and subsidiary activities.

A BHC that qualifies and elects to be [removed: a] [added: an] FHC may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve, by regulation or order, in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a [added: substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve).]

M&T elected to become [removed: a] [added: an] FHC in March 2011.

To maintain FHC status, [removed: a] [added: an] FHC and all of its depository institution subsidiaries must be [removed: “well capitalized”] [added: "well capitalized"] and [removed: “well managed.”] [added: "well managed."] The failure [added: of an FHC] to meet such requirements could result in material restrictions on the activities of [removed: M&T] [added: the FHC] and may also adversely affect [removed: M&T’s] [added: the FHC’s] ability to enter into certain transactions, including acquisitions, or obtain necessary approvals in connection with those transactions, as well as loss of FHC status.

Additionally, if each of [removed: the Company’s] [added: an FHC’s] depository institution subsidiaries has not received at least a [removed: “satisfactory”] [added: "satisfactory"] rating on its most recent examination under the CRA, the [removed: Company] [added: FHC] would not be able to commence any new financial activities or acquire a company that engages in such activities, although it would still be allowed to engage in activities closely related to banking and make investments in the ordinary course of conducting banking activities.

[removed: Tailoring Rules adopted by the Federal Reserve and other federal bank regulators in 2019 assign each U.S. BHC with $100 billion or more in total consolidated assets, as well as its bank subsidiaries, to] one of four categories based on its size and five other risk-based indicators: (i) cross-jurisdictional activity, (ii) weighted short-term wholesale funding, (iii) non-bank assets, (iv) off-balance sheet exposure, and (v) status as a U.S. global systemically important BHC.

On July 27, 2023, the Federal Reserve, the FDIC and the OCC proposed revisions to the capital framework applicable to BHCs [removed: and their depository institution subsidiaries] with $100 billion or more in assets, such as [removed: M&T.][added: M&T, which would also apply to their depository institution subsidiaries.]

The inclusion of accumulated other comprehensive income [removed: components] in regulatory capital would be subject to a phase-in period beginning July 1, 2025 until June 30, 2028, with full inclusion of required [removed: accumulated other comprehensive income components starting July 1, 2028.]

For further discussion of the proposed revisions to the capital framework, see the section captioned [removed: “Capital Requirements”] [added: "Capital Requirements"] included [removed: herein.][added: herein in this Part I, Item 1.]

[added: -] 4.5% CET1 [added: capital] to RWA;

[added: -] 6.0% Tier 1 capital [removed: (that is, CET1] [added: (CET1] plus Additional Tier 1 capital) to RWA;

[added: -] 8.0% Total capital [removed: (that is, Tier] [added: (Tier] 1 plus Tier 2 capital) to RWA; and

[added: -] 4.0% Tier 1 capital to average consolidated assets (the [removed: “leverage ratio”).][added: "leverage ratio").]

The severity of the constraints depends on the amount of the shortfall and the firm’s [removed: “eligible] [added: "eligible] retained [removed: income,”] [added: income,"] defined as the greater of (i) net income for the four preceding quarters net of distributions [removed: and associated tax effects not reflected in net income and (ii) the average of net income over the preceding four quarters.]

As a Category IV BHC, M&T’s buffer requirement, referred to as the SCB, is determined through the Federal Reserve’s supervisory stress tests, discussed [removed: below.][added: herein.]

CET1 [added: capital] consists of common stock instruments that meet the eligibility criteria in the Capital Rules, including common stock and related surplus, net of treasury stock, retained earnings, certain minority interests and, for certain firms, accumulated other comprehensive income.

As currently permitted under the Capital Rules, M&T made a one-time permanent election to neutralize certain accumulated other comprehensive income components, with the result that those components are not recognized in M&T’s [removed: CET1.][added: CET1 capital.]

The Capital Rules provide for a number of deductions from and adjustments to [removed: CET1.][added: CET1 capital.]

As a [removed: “non-advanced approaches”] [added: "non-advanced approaches"] firm under the Capital Rules, M&T is subject to rules that provide for simplified capital requirements relating to the threshold deductions for mortgage servicing assets, deferred tax [added: assets arising from temporary differences that a banking organization could not realize through net operating loss carrybacks, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital.]

A Category IV firm is also able to elect to participate in the supervisory stress test in a year in which the firm would not normally be subject to the supervisory stress test and consequently receive an updated [removed: SCB.][added: SCB, and M&T has elected to participate in the 2025 supervisory stress test.]

Additional financial services are provided through other operating subsidiaries of M&T Bank including M&T Realty Capital which engages in multifamily commercial real estate lending and provides loan servicing to purchasers of the loans it originates, and LEAF Commercial Capital, Inc., M&T Capital and Leasing Corp. and M&T Equipment Finance Corp. which provide equipment leasing and financing services.

Wilmington Trust, N.A. is a national bank with total assets of $711 million at December 31, 2024.

Information about the Company’s business segments is included in note 21 of Notes to Financial Statements filed herewith in Part II, Item 8, "Financial Statements and Supplementary Data" and is further discussed in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." The Company engages in limited international activities including certain trust-related services in Europe, foreign currency transactions associated with customer activity, providing credit to support the international activities of domestic companies and holding certain loans to foreign borrowers.

Assets and revenues associated with international activities represent less than 1% of the Company’s consolidated assets and revenues.

Tailoring Rules adopted by the Federal Reserve and other federal bank regulators in 2019 assign each U.S. BHC with $100 billion or more in total consolidated assets, as well as its bank subsidiaries, to

and associated tax effects not reflected in net income and (ii) the average of net income over the preceding four quarters.

accumulated other comprehensive income components starting July 1, 2028.

However, the Federal Reserve has indicated that it expects to work with the other federal banking regulators in 2025 on a revised proposal.

In December 2024, the Federal Reserve indicated it intends to propose comprehensive changes to the stress test framework during 2025 and, for the 2025 stress test, take immediate steps to reduce the volatility of results and to begin to improve model transparency.

In addition, the federal bank regulatory agencies supervise and examine the risk management of FHCs, BHCs and banks, including with respect to third-party, cybersecurity, model and other risk management.

An undercapitalized institution is also generally prohibited from increasing its average total assets, accepting brokered deposits or offering interest

The

As of September 30, 2024, the FDIC’s total loss estimate was $24.1 billion, of which $18.9 billion will be recovered through the special assessment.

The first assessment period began on January 1, 2024.

In June 2024, due to an update to the loss estimates and an increase in the aggregate special assessment base, the FDIC announced that it projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

The Company's total share of the FDIC's special assessment is estimated to be $231 million, of which $74 million was paid in 2024.

The amount of estimated FDIC special assessments remaining to be paid and included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet at December 31, 2024 was $157 million.

transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

The standards by which mergers and acquisitions involving depository institutions or BHCs are evaluated by regulators continue to evolve.

In 2024, the FDIC, OCC and DOJ each issued formal statements updating their policies on reviewing bank mergers.

For example, the DOJ announced in September 2024 its withdrawal from the 1995 Bank Merger Guidelines to assess the competitive effects of bank merger transactions.

The final rule became effective October 1, 2024, and the FDIC announced in August 2024 that M&T Bank’s first submission under the new rule is due by July 1, 2025.

disaffirmance or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.

Most of the amendments became effective in 2024, and all of the amendments will be effective by the end of 2025.

exceed their breakeven cost or a set $5 safe harbor amount, such banks would have to restructure discretionary overdraft arrangements as separate consumer credit accounts that would be subject to consumer credit requirements and certain limitations on compulsory preauthorized transfers to repay amounts owed on such consumer credit accounts.

In January 2025, the NYSDFS proposed rules that would limit a New York state-chartered bank’s ability to charge overdraft and insufficient funds fees and returned deposited items fees in certain circumstances and impose on such banks notice and disclosure requirements in connection with those fees.

In February 2025, it was publicly reported that the Acting Director of the CFPB directed CFPB staff to stop work on rulemaking, supervision and investigation activities, and that a union representing employees of the CFPB commenced a lawsuit challenging those actions.

The impact of these developments on banking organizations subject to CFPB regulation and supervision, including the Company, is uncertain.

The final rule is currently enjoined while a federal court considers a lawsuit challenging the rule.

In August 2024, FinCEN adopted a rule extending AML obligations, including maintenance of an AML program and filing certain reports with FinCEN, to registered investment advisers, like certain of M&T’s subsidiaries.

Compliance with the rule is required beginning on January 1, 2026.

dollar in foreign exchange markets.

In March 2024, the SEC finalized rules requiring public issuers to provide certain climate-related disclosures in their SEC filings, beginning in 2026 with respect to fiscal year 2025 for large accelerated filers like the Company.

However, in April 2024, the SEC issued an order to stay the final rules pending the completion of judicial review of litigation challenging the rules.

Conversely, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.

Further information regarding the Company's corporate governance, including the Board of Directors, its committee structure and membership and the Company’s governance policies and principles, is provided in M&T's Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of 2024.

the Board of Directors.

If the Company makes changes in, or provides waivers from, the provisions of its code of ethics that the SEC requires it to disclose, the Company intends to disclose these events in the “Corporate Governance” section of its Investor Relations website.

Approximately 8% of the Company’s employee base resides outside of its retail banking footprint, inclusive of 147 international employees predominantly based in the United Kingdom, Ireland, Germany and Canada.

The Company uses multiple channels to identify and recruit talent with diverse skills, professional experience and backgrounds and to provide a positive recruiting experience.

On April 1, 2022, M&T completed the acquisition of People’s United.

Through its subsidiaries, People's United provided commercial banking, retail banking and wealth management services to individual, corporate and municipal customers through a network of branches located in Connecticut, southeastern New York, Massachusetts, Vermont, New Hampshire and Maine.

Following the acquisition, People's United Bank, National Association, a national banking association and a wholly owned subsidiary of People's United, merged with and into M&T Bank, with M&T Bank as the surviving entity.

The acquisition of People's United expanded the Company's geographical footprint and management expects the Company will benefit from greater geographical diversity and the advantages of scale associated with being a larger company.

Subsidiaries

The principal executive offices of M&T Bank are located at One M&T Plaza, Buffalo, New York 14203.

As of December 31, 2023, M&T Bank had consolidated total assets of $207.8 billion, deposits of $167.3 billion and shareholder’s equity of $25.7 billion.

In addition, the Company conducts lending activities in various states through other subsidiaries.

in a trade or business.

Additional financial services are provided through other operating subsidiaries of the Company.

Wilmington Trust, N.A., a national banking association and a member of the Federal Reserve System and the FDIC, commenced operations in October 1995.

The deposit liabilities of Wilmington Trust, N.A. are insured by the FDIC through its DIF.

The main office of Wilmington Trust, N.A. is located at 1100 North Market Street, Wilmington, Delaware 19890.

As of December 31, 2023, Wilmington Trust, N.A. had total assets of $683 million, deposits of $6 million and shareholder’s equity of $582 million.

M&T Securities is a wholly owned subsidiary of M&T that was incorporated as a New York business corporation in November 1985.

M&T Securities is registered as a broker/dealer under the Exchange Act.

As of December 31, 2023, M&T Securities had total assets of $56 million and shareholder's equity of $55 million.

M&T Securities recorded $13 million of revenue in 2023.

The headquarters of M&T Securities are located at One Light Street, Baltimore, Maryland 21202.

Wilmington Funds Management is a wholly owned subsidiary of M&T that was incorporated in September 1981 as a Delaware corporation.

Wilmington Funds Management is registered as an investment advisor under the Investment Advisors Act and serves as an investment advisor to the Wilmington Funds.

Wilmington Funds Management had total assets of $16 million and shareholder's equity of $15 million as of December 31, 2023.

Wilmington Funds Management recorded revenues of $31 million in 2023.

The headquarters of Wilmington Funds Management are located at 1100 North Market Street, Wilmington, Delaware 19890.

WTIM is a wholly owned subsidiary of M&T and was incorporated in December 2001 as a Georgia limited liability company.

WTIM is a registered investment advisor under the Investment Advisors Act of 1940 and provides investment management services to wealth clients.

As of December 31, 2023, WTIM had total assets and shareholder’s equity of $5 million.

WTIM recorded revenues of $2 million in 2023.

WTIM’s headquarters is located at Terminus 27th Floor, 3280 Peachtree Road N.E., Atlanta, Georgia 30305.

WTAM is a wholly owned subsidiary of M&T and was incorporated in February 2023 as a Delaware limited liability company.

WTAM is a registered investment advisor under the Investment Advisors Act and provides investment management services to certain private funds.

As of December 31, 2023, WTAM had total assets and shareholder’s equity of $3 million.

WTAM recorded revenues of less than $1 million in 2023.

WTAM’s headquarters is located at 1100 North Market Street, Wilmington, Delaware 19890.

Wilmington Trust Company, a wholly owned subsidiary of M&T Bank, was incorporated as a Delaware bank and trust company in March 1901 and amended its charter in July 2011 to become a nondepository trust company.

Wilmington Trust Company provides a variety of Delaware based trust, fiduciary and custodial services to its clients.

As of December 31, 2023, Wilmington Trust Company had total assets of $1.1 billion and shareholder’s equity of $757 million.

Revenues of Wilmington Trust Company were $142 million in 2023.

The headquarters of Wilmington Trust Company are located at 1100 North Market Street, Wilmington, Delaware 19890.

M&T Realty Capital, a wholly owned subsidiary of M&T Bank, was incorporated as a Maryland corporation in October 1973.

Refer to note 20 of Notes to Financial Statements filed herewith in Part II, Item 8, “Financial Statements and Supplementary Data” regarding legal proceedings, which is incorporated herein by reference.

M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and other matters in which claims for monetary damages are asserted.

On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings.

For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements.

To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable.

Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability, was between $0 and $25 million as of December 31, 2023.

Although the Company does not believe that the outcome of pending legal matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

[removed: Form 10-K][added: Form 10-K]

| [removed: ☒] [added: x] | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [removed: SECURITIES EXCHANGE] [added: SECURITIES EXCHANGE] ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December 31, 2023][added: ended December 31, 2024]

Commission file [removed: number 1-9861][added: number 1-9861]

| [added: New York] *(State of incorporation)* | [added: | | 16-0968385] *(I.R.S. Employer Identification No.)* | [added: | |]

| One M&T [removed: Plaza, Buffalo, New] [added: Plaza, Buffalo, New] York [added: *(Address of principal executive offices)*] | [added: | |] 14203 [added: *(Zip Code)*] | [added: | |]

[removed: 716\-635-4000][added: 716-635-4000]

| Title of Each Class | [added: | |] Trading Symbols | [added: | |] Name of Each Exchange on Which Registered | [added: | |]

| Common Stock, $0.50 par value | [added: | |] MTB | [added: | |] New York Stock Exchange | [added: | |]

| Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H | [added: | |] MTBPrH | [added: | |] New York Stock Exchange | [added: | |]

Yes [removed: ☒] [added: x] No [removed: ☐][added: o]

Yes [removed: ☐] [added: o] No [removed: ☒][added: x]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 [removed: months (or for such shorter period that the registrant was required to submit such files).][added: months.]

| Large accelerated filer | [removed: ☒] | | [added: x | | | | | |] Accelerated filer | [removed: ☐] | [added: | o | | |]

| Non-accelerated filer | [removed: ☐] | | [added: o | | | | | |] Smaller reporting company | [removed: ☐] | [added: | o | | |]

| Emerging growth company | [removed: ☐] | | [added: o] | | [added: | | | | | | | | | |]

Aggregate market value of the Common Stock, $0.50 par value, held by non-affiliates of the registrant, computed by reference to the closing price as of the close of business on June 30, [removed: 2023: $19,900,658,494.][added: 2024: $24,606,656,349.]

Number of shares of the Common Stock, $0.50 par value, outstanding as of the close of business on February [removed: 16, 2024: 166,624,291] [added: 14, 2025: 164,333,454] shares.

(1) Portions of the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders of M&T Bank Corporation in Parts II and III.

Form 10-K for the year ended December 31, [removed: 2023][added: 2024]

| | | | | [added: | |] Form [removed: 10-K Page] [added: 10-K Page] | [added: | |]

| [removed: Glossary] [added: [Glossary] of [removed: terms] [added: terms](#i372367ab246d4735ab5e1072357f7a3c_10)] | | | | [removed: 1] | [added: | [1](#i372367ab246d4735ab5e1072357f7a3c_10) | | |]

| [removed: [PART I](#part_i)] [added: [PART I](#i372367ab246d4735ab5e1072357f7a3c_13)] | | | | | [added: | | | |]

| [removed: Item 1.] [added: [Item 1.](#i372367ab246d4735ab5e1072357f7a3c_16)] | | [removed: [Business](#business)] | [added: [Business](#i372367ab246d4735ab5e1072357f7a3c_16)] | [removed: 3] | [added: | [3](#i372367ab246d4735ab5e1072357f7a3c_16) | | |]

| Disclosure pursuant to subpart 1400 of Regulation S-K | | | | | [added: | | | |]

| [removed: |] I. | [added: | |] Distribution of assets, [removed: liabilities,] [added: liabilities] and shareholders’ equity; interest rates and interest differential | | | [added: | | |]

| | | [removed: A.] | [removed: Average] [added: A.Average] balance sheets | | [removed: 60] | [added: [58](#i372367ab246d4735ab5e1072357f7a3c_70) | | |]

| | | [removed: B.] | [removed: Interest] [added: B.Interest] income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities | | [removed: 60] | [added: [58](#i372367ab246d4735ab5e1072357f7a3c_70) | | |]

| [removed: |] II. | [added: | |] Investments in debt securities | | | | [added: | |]

| | | [removed: A.] | [removed: Maturity] [added: A.Maturity] schedule and weighted-average yield | | [removed: 94] | [added: [92](#i372367ab246d4735ab5e1072357f7a3c_1410) | | |]

| [removed: |] III. | [added: | |] Loan portfolio | | | | [added: | |]

| [removed: |] IV. | [added: | |] Allowance for credit loss | | | | [added: | |]

| | | | Factors driving material changes in credit ratios or related components | | [removed: 73\-83, 141\-147] | [added: 72-82, 136-148 | | |]

| | | [removed: B.] | [removed: Allocation] [added: B.Allocation] of the allowance for credit losses | | [removed: 83, 141] | [added: 82, 142 | | |]

| [removed: |] V. | [added: | |] Deposits | | | | [added: | |]

| | | [removed: A.] | [removed: Average] [added: A.Average] balances and rates | | [removed: 60] | [added: [58](#i372367ab246d4735ab5e1072357f7a3c_70) | | |]

| | | [removed: B.] | [removed: Uninsured] [added: B.Uninsured] deposits and time deposits over $250,000 | | [removed: 68\-69, 93, 96] | [added: 66, 90, 94 | | |]

| [removed: Item 1A.] [added: [Item 1A.](#i372367ab246d4735ab5e1072357f7a3c_19)] | [added: | |] [Risk [removed: Factors](#risk_factors)] [added: Factors](#i372367ab246d4735ab5e1072357f7a3c_19)] | | [removed: 24] | [added: [23](#i372367ab246d4735ab5e1072357f7a3c_19) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#i372367ab246d4735ab5e1072357f7a3c_22)] | [added: | |] [Unresolved Staff [removed: Comments](#unresolved_staff_comments)] [added: Comments](#i372367ab246d4735ab5e1072357f7a3c_22)] | | [removed: 44] | [added: [45](#i372367ab246d4735ab5e1072357f7a3c_22) | | |]

| [removed: Item 1C.] [added: [Item 1C.](#i372367ab246d4735ab5e1072357f7a3c_25)] | [removed: [Cybersecurity](#cybersecurity)] | | [removed: 44] [added: [Cybersecurity](#i372367ab246d4735ab5e1072357f7a3c_25)] | [added: | | [45](#i372367ab246d4735ab5e1072357f7a3c_25) | | |]

__________________________________________________________________________________

__________________________________________________________________________________

_________________________________________________________________________________

__________________________________________________________________________________

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__________________________________________________________________________________

Yes x No o

Yes x No ☐

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Yes o No x

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | C.Rate/volume variances | | | [59](#i372367ab246d4735ab5e1072357f7a3c_1383) | | |

| | | | A.Maturity schedule | | | [93](#i372367ab246d4735ab5e1072357f7a3c_1396) | | |

| | | | A.Credit ratios | | | 72-73 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

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| | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Corporate Profile](#i372367ab246d4735ab5e1072357f7a3c_55) | | | [52](#i372367ab246d4735ab5e1072357f7a3c_55) | | |

| | | | [Financial Overview](#i372367ab246d4735ab5e1072357f7a3c_61) | | | [52](#i372367ab246d4735ab5e1072357f7a3c_61) | | |

| | | | [Supplemental Reporting of Non-GAAP Results of Operations](#i372367ab246d4735ab5e1072357f7a3c_64) | | | [55](#i372367ab246d4735ab5e1072357f7a3c_64) | | |

| | | | [Taxable-equivalent Net Interest Income](#i372367ab246d4735ab5e1072357f7a3c_67) | | | [57](#i372367ab246d4735ab5e1072357f7a3c_67) | | |

| | | | [Provision for Credit Losses](#i372367ab246d4735ab5e1072357f7a3c_88) | | | [72](#i372367ab246d4735ab5e1072357f7a3c_88) | | |

| | | | [Other Income](#i372367ab246d4735ab5e1072357f7a3c_97) | | | [83](#i372367ab246d4735ab5e1072357f7a3c_97) | | |

| | | | [Other Expense](#i372367ab246d4735ab5e1072357f7a3c_100) | | | [88](#i372367ab246d4735ab5e1072357f7a3c_100) | | |

| | | | [Income Taxes](#i372367ab246d4735ab5e1072357f7a3c_103) | | | [89](#i372367ab246d4735ab5e1072357f7a3c_103) | | |

| | | | [Liquidity Risk](#i372367ab246d4735ab5e1072357f7a3c_109) | | | [89](#i372367ab246d4735ab5e1072357f7a3c_109) | | |

| | | | [Market Risk and Interest Rate Sensitivity](#i372367ab246d4735ab5e1072357f7a3c_112) | | | [95](#i372367ab246d4735ab5e1072357f7a3c_112) | | |

| | | | [Capital](#i372367ab246d4735ab5e1072357f7a3c_115) | | | [98](#i372367ab246d4735ab5e1072357f7a3c_115) | | |

| | | | [Segment Information](#i372367ab246d4735ab5e1072357f7a3c_118) | | | [100](#i372367ab246d4735ab5e1072357f7a3c_118) | | |

| | | | [Critical Accounting Estimates](#i372367ab246d4735ab5e1072357f7a3c_133) | | | [106](#i372367ab246d4735ab5e1072357f7a3c_133) | | |

| | | | [Recent Accounting Developments](#i372367ab246d4735ab5e1072357f7a3c_136) | | | [107](#i372367ab246d4735ab5e1072357f7a3c_136) | | |

| | |

| --- | --- |

| New York | 16-0968385 |

| *(Address of principal executive offices)* | *(Zip Code)* |

| | | |

| --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- |

| | | C. | Rate/volume variances | | 61 |

| | | A. | Maturity schedule | | 95 |

| | | A. | Credit ratios | | 74\-75 |

| | | | |

| --- | --- | --- | --- |

| | | A. | Principal market | | 50 |

| | | B. | Approximate number of holders at year-end | | 50 |

| | | C. | Frequency and amount of dividends declared | | 102, 111, 122 |

| | | D. | Restrictions on dividends | | 10 |

| | | E. | Securities authorized for issuance under equity compensation plans | | 50 |

| | | F. | Performance graph | | 51 |

| | | G. | Repurchases of common stock | | 52 |

| | | I. | [Quarterly Trends](#quarterly_trends) | | 111 |

| | | A. | [Conclusions of principal executive officer and principal financial officer regarding disclosure controls and procedures](#a_evaluation_disclosure_controls_procedu) | | 193 |

| | | B. | [Management’s annual report on internal control over financial reporting](#b_managements_annual_report_on_internal) | | 193 |

| | | C. | [Attestation report of the registered public accounting firm](#c_attestation_report__registered_public) | | 193 |

| | | D. | [Changes in internal control over financial reporting](#d_changes_in_internal_control_over_finan) | | 193 |

| [PART IV](#part_iv) | | | |

| AMLA | Anti-Money Laundering Act of 2020 |

| FINRA | Financial Industry Regulatory Authority |

| LIBOR | London Interbank Offered Rate |

| M&T Securities | M&T Securities, Inc. |

| MLCR Committee | Market Liquidity Capital Risk Committee of M&T |

| PPP | Paycheck Protection Program |

| Protocol | IBOR Fallback Protocol |

| PUA | People's United Advisors, Inc. |

| SBA | Small Business Administration |

| Series I Preferred Stock | Series I Perpetual Fixed-Rate Reset Non-cumulative Preferred Stock |

| Supplement | IBOR Fallbacks Supplement |

| VRDB | Variable rate demand bonds |

| Wilmington Funds Management | Wilmington Funds Management Corporation |

The Company has established polices, processes, controls and systems designed to identify, assess, measure, manage, monitor and report risks related to cybersecurity and help prevent or limit the [removed: effect] [added: impacts] of [removed: possible cybersecurity] [added: potential cyber] threats and attacks.

As [removed: cybersecurity] [added: cyber] threats continue to evolve, the Company expects to continue to expend significant resources to [removed: modify or] [added: adapt to changes in the threat environment and] enhance its measures to detect and prevent [removed: cybersecurity] [added: cyber] attacks or to investigate and remediate [removed: any] [added: known] information security vulnerabilities [added: and incidents.]

The risks faced by the Company from [removed: cybersecurity] [added: cyber] threats that could materially affect the Company, including its business strategy, results of operations or financial condition, are discussed in Part I, Item 1A, [removed: “Risk Factors” as part of] [added: "Risk Factors" within] this [removed: Annual Report on] Form 10-K.

It [removed: provides] [added: aims to provide] a common foundation for all employees and officers as well as directors to [added: help] understand and communicate the types of risks that the Company faces in pursuit of its business objectives.

The Risk Framework includes oversight by management through a multi-tiered committee structure responsible for overseeing proactive risk identification, developing an aggregated view of [removed: risks, and providing a consistent governance methodology across the Company.]

All such committees, including [removed: the Operational Risk Committee] [added: a management committee] which has primary authority for oversight of cybersecurity, report up to the Management Risk Committee, which is chaired by the Chief Risk Officer, and serves as the executive level committee responsible for the implementation and oversight of the Risk Framework.

The Risk Committee of the Board of [removed: Directors] [added: Directors, including a subcommittee of the Risk Committee, provides oversight of cybersecurity risks and] receives regular reports on cybersecurity from the CISO.

The CISO is responsible for the design and execution of the [added: Company's Information] Security Program, which is supported by the governance structure defined within the Risk Framework.

Aligned with leading industry standards, including the U.S. Department of Commerce’s National Institute of Standards and Technology Cybersecurity Framework, the [added: Information] Security Program is built upon a foundation of policies, standards and procedures, which leverage the National Institute of Standards and Technology [removed: standards,] [added: standards and regulatory requirements,] to help safeguard customer information and reduce the risk of cyber incidents and breaches.

The [added: Information] Security Program features layered controls of network and endpoint intrusion detection and prevention, enterprise malware protection, threat-monitoring and a Security Operations Center that provides [removed: full time] [added: full-time] support and additional operational measures to monitor and respond to data breaches and [removed: cyberattacks.][added: cyber attacks.]

Third-party service providers (including suppliers and business partners) are required to have security policies, standards and procedures that meet or exceed the information security guidelines as specified in the [added: Information] Security Program.

The Company has an established third-party due diligence program [added: designed] to ensure vendors meet the Company's expectations as agreed to in their contract.

[removed: Mr. Byrd] [added: The Company’s Cybersecurity Leadership Team includes the CISO who] is responsible for overseeing and reporting on the development and implementation of the Company's [added: Information Security Program.]

[removed: He also] [added: The CISO has over twenty years of experience in information security for large financial institutions and has] served as chairman for the Bank Policy Institute's Technology Policy Division Information Security Committee and as a board member of Financial Services Information Sharing and Analysis Center.

[removed: Mr. Byrd] [added: The CISO] currently serves on the Advisory Council for New York University's Graduate School of Engineering, as well as the Advisory Board for University of North Carolina - Charlotte College of Computing and Informatics.

Wisler, who [added: is an Executive Officer of M&T and] has two decades of experience in the financial and technology industries.

[removed: Prior to joining the Company in] 2018, Mr. Wisler served as Chief Technology Officer of North American Credit Cards and Chief Information Officer of Europe at Capital One Financial Corporation.

[removed: He] [added: Mr. Wisler] holds a Masters of Science in Management of Information Technology from the University of Virginia.

The Company’s Information Security Awareness Program, a component of the [added: Information] Security Program, is designed to ensure that all employees [added: and contingent workers] are aware of relevant cyber-related policies, principles, standards and practices, as well as new and current regulatory requirements related to safeguarding customer and corporate information assets.

Cybersecurity awareness initiatives and resources are regularly provided to [removed: employees,] [added: employees and contingent workers,] including through mandatory annual cybersecurity awareness training, ongoing simulated phishing email exercises and communications from the Company's Cybersecurity Division on the Company's internal communication channels.

risks, and providing a consistent governance methodology across the Company.

Prior to joining the Company in

that become known.

The Company’s Cybersecurity Leadership Team includes the CISO, Mr. Timothy Byrd.

information security program.

Mr. Byrd has over twenty years of experience in information security for large financial institutions.

[removed: Both] M&T and M&T Bank [added: each] maintain their executive offices at One M&T Plaza in Buffalo, New [removed: York.][added: York 14203.]

The cost and accumulated depreciation and amortization of the Company’s premises and equipment and information regarding the Company’s lease arrangements is detailed in note [removed: 6] [added: 5] of Notes to Financial Statements filed herewith in Part II, Item 8, “Financial Statements and Supplementary Data.”

The Company owns other properties that exceed 100,000 rentable square feet of space located in the Buffalo, New York area, Wilmington and Millsboro, Delaware, Bridgeport, Connecticut, and Harrisburg, Pennsylvania.

M&T's subsidiary banks serviced customers through 955 domestic banking office locations primarily concentrated in the Northeastern and Mid-Atlantic regions of the U.S, of which 360 are owned and 595 are leased at December 31, 2024.

At December 31, 2023, the cost of this property (including improvements subsequent to the initial construction), net of accumulated depreciation, was $36.5 million.

M&T Bank also owns and occupies a facility in Buffalo, New York (known as M&T Center) with approximately 395,000 rentable square feet of space.

At December 31, 2023, the cost of this building (including improvements subsequent to acquisition), net of accumulated depreciation, was $12.8 million.

M&T Bank also owns and occupies three separate facilities in the Buffalo area which support certain back-office and operations functions of the Company.

The total square footage of these facilities approximates 290,000 square feet and their combined cost (including improvements subsequent to acquisition), net of accumulated depreciation, was $22.5 million at December 31, 2023.

M&T Bank owns facilities in Wilmington, Delaware, with approximately 340,000 (known as Wilmington Center) and 295,000 (known as Wilmington Plaza) rentable square feet of space, respectively.

M&T Bank occupies approximately 100% of Wilmington Center and approximately 23% of Wilmington Plaza.

At December 31, 2023, the cost of these buildings (including improvements subsequent to acquisition), net of accumulated depreciation, was $38.0 million and $14.0 million, respectively.

M&T Bank also owns facilities in Millsboro, Delaware and Harrisburg, Pennsylvania with approximately 325,000 and 225,000 rentable square feet of space, respectively.

M&T Bank occupies 100% and approximately 29% of those facilities, respectively.

At December 31, 2023, the cost of those buildings (including improvements subsequent to acquisition), net of accumulated depreciation, was $15.2 million and $9.1 million, respectively.

In 2022, the Company obtained facilities in connection with the People's United acquisition, including a building in Bridgeport, Connecticut, (known as Bridgeport Center) with approximately

460,000 rentable square feet of space.

The Company currently occupies approximately 92% of that facility.

At December 31, 2023, the cost of that building (including improvements subsequent to acquisition), net of accumulated depreciation, was $31.8 million.

M&T owns many other properties none which have more than 100,000 square feet of space.

Of the 961 domestic banking office locations of M&T’s subsidiary banks at December 31, 2023, 360 are owned and 601 are leased.

The year the officer was first appointed to the indicated position with M&T or [added: certain of] its subsidiaries is shown parenthetically.

[added: | René F. Jones *Chief Executive Officer, Chairman of the Board of M&T and M&T Bank* | | | | | | 60 | | | Chief Executive Officer, Chairman of the Board and a Director of M&T and M&T Bank (2017).] Previously, [removed: he] [added: Mr. Jones] was a Senior Executive Vice President of M&T and a Vice Chairman of M&T Bank with responsibility for the [removed: Company’s] [added: Company's] Wealth and Institutional Services Division, Treasury [removed: Division,] [added: Division] and Mortgage and Consumer Lending Divisions. [added: Mr. Jones had also served as Chief Financial Officer of M&T, M&T Bank and Wilmington Trust, N.A. | | | 1992 | | |]

[removed: Previously, Mr. Pearson served as] [added: | Kevin J. Pearson *Vice Chairman of M&T, Vice Chairman and] a Director of [removed: M&T,] [added: M&T Bank* | | | | | | 63 | | | Vice] Chairman [added: (2020)] of [removed: the Board] [added: M&T and Vice Chairman (2014) and a Director (2018)] of [removed: Wilmington Trust Company] [added: M&T Bank] and [added: Chief Executive Officer,] Chairman of the Board [added: (2024) and a Director (2014)] of Wilmington Trust, N.A. [removed: He also previously] [added: Mr. Pearson has oversight of the Institutional Services and Wealth Management Division. Previously, Mr. Pearson] served as a [added: Director of M&T as well as a] Senior Executive Vice President of M&T and M&T Bank and [removed: has held a number of management positions since he began his career with M&T Bank][added: oversaw the Commercial Banking Division. | | | 1989 | | |]

[removed: He is a] [added: | Julianne Urban *Senior Executive Vice President and Chief Auditor of M&T and M&T Bank* | | | | | | 52 | | |] Senior Executive Vice President [removed: (2004)] [added: (2020) and Chief Auditor (2017)] of [removed: Wilmington Trust, N.A.] [added: M&T] and [added: M&T Bank. Ms. Urban is] a Senior Executive Vice President (2020) [added: and Chief Auditor (2018)] of Wilmington [removed: Trust Company.][added: Trust, N.A. | | | 2002 | | |]

[added: | Peter G. D’Arcy *Senior Executive Vice President of M&T and M&T Bank, head of Commercial Banking* | | | | | | 51 | | | Senior Executive Vice President (2022) of M&T and M&T Bank and head of the Commercial Banking Division. Mr. D'Arcy is a Director and Chairman (2022) of M&T Realty Capital.] Previously, Mr. D’Arcy served as an Area Executive, was Co-Chair of M&T Bank’s Senior Loan Committee, and supervised M&T Bank’s Commercial Real Estate, Capital Markets and Corporate and Institutional Banking Divisions. [added: | | | 1995 | | |]

[removed: O’Hara, age 64, is a] [added: | Laura P. O’Hara *Senior Executive Vice President and Chief Legal Officer of M&T and M&T Bank* | | | | | | 65 | | |] Senior Executive Vice President (2020) and Chief Legal Officer (2017) of M&T and M&T Bank. [added: Ms. O’Hara is a Senior Executive Vice President (2020) and Chief Legal Officer (2018) of Wilmington Trust, N.A. Prior to joining M&T, Ms. O'Hara served as Executive Vice President and General Counsel of Santander Bank, N.A. from 2015 to 2017. | | | 2017 | | |]

[added: | Tracy S. Woodrow *Senior Executive Vice President and Chief Administrative Officer of M&T and M&T Bank.* | | | | | | 51 | | | Senior Executive Vice President (2020) and Chief Administrative Officer (2023) of M&T and M&T Bank responsible for oversight of the Human Resources, Banking Services and Corporate Services Divisions.] Ms. Woodrow [added: is a Senior Executive Vice President (2015) of Wilmington Trust, N.A. Ms. Woodrow] previously served as Chief Human Resources Officer [removed: (2020)] for M&T and M&T Bank and as the BSA/AML/OFAC Officer [removed: (2013)] for M&T, M&T Bank and Wilmington Trust, N.A. [added: | | | 2013 | | |]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Executive Officer and Position | | | | | | Age | | | Business Experience | | | Year of Employment | | |

| Daryl N. Bible *Senior Executive Vice President and Chief Financial Officer of M&T and M&T Bank* | | | | | | 63 | | | Senior Executive Vice President and Chief Financial Officer (2023) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr. Bible was the Chief Financial Officer of Truist Financial Corporation and its predecessor, Branch Banking and Trust Company, from 2009 to 2022. | | | 2023 | | |

| Christopher E. Kay *Senior Executive Vice President of M&T and M&T Bank, head of Enterprise Platforms* | | | | | | 59 | | | Senior Executive Vice President (2018) of M&T and M&T Bank and head of the Retail Banking Division (2024). Prior to joining M&T in 2018, Mr. Kay served as Chief Innovation Officer at Humana from 2014 to 2018. | | | 2018 | | |

| Neeraj Singh *Senior Executive Vice President and Chief Risk Officer of M&T and M&T Bank* | | | | | | 54 | | | Senior Executive Vice President (2024) and Chief Risk Officer (2025) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr. Singh was the Chief Risk Officer of USAA from 2021 to 2024, and Chief Risk Officer and Head of Global Consumer Modeling at Citigroup Inc. U.S. Consumer Bank from 2017 to 2021. | | | 2024 | | |

| Michael A. Wisler *Senior Executive Vice President and Chief Information Officer of M&T and M&T Bank* | | | | | | 49 | | | Senior Executive Vice President (2022) of M&T and M&T Bank and Chief Information Officer (2018) of M&T and M&T Bank. Prior to joining M&T in 2018, Mr. Wisler held positions from 2009 to 2018, including Chief Technology Officer of North American Credit Cards and Chief Information Officer of Europe, at Capital One Financial Corporation. | | | 2018 | | |

In the case of each entity noted below, officers’ terms run until the first meeting of the board of directors after such entity’s annual meeting, which in the case of M&T takes place immediately following the Annual Meeting of Shareholders, and until their successors are elected and qualified.

René F.

Jones, age 59, is Chief Executive Officer, Chairman of the Board and a Director of M&T and M&T Bank (2017).

Mr. Jones had also served as Chairman of the Board and a Director of WT Investment Advisors, Chief Financial Officer of M&T, M&T Bank and Wilmington Trust, N.A. and held a number of management positions within M&T Bank’s Finance Division since 1992.

Kevin J.

Pearson, age 62, is Vice Chairman (2020) of M&T and is Vice Chairman (2014) and a Director (2018) of M&T Bank.

Mr. Pearson has oversight of the Commercial Banking and the Institutional Services and Wealth Management Divisions.

in 1989.

Mr. Pearson is a Director (2018) of Wilmington Trust Company, WT Investment Advisors, Wilmington Funds Management, and WTIM.

He is a Director (2014) of Wilmington Trust, N.A., a Director (2022) of PUA and a Director (2023) of WTAM.

Daryl N.

Bible, age 62, is a Senior Executive Vice President and Chief Financial Officer (2023) of M&T and M&T Bank.

Mr. Bible leads the Finance Division, which includes the Company's Treasury Division, and has responsibility for the overall financial management of the Company including oversight of SEC and regulatory reporting, acquisitions and divestitures, shareholder capital, and interest rate and liquidity risk management.

He is a Senior Executive Vice President and Chief Financial Officer (2023) of Wilmington Trust, N.A. and a Senior Executive Vice President (2023) of Wilmington Trust Company.

Prior to his current role, Mr. Bible was the Chief Financial Officer of Truist Financial Corporation.

Mr. Bible joined Truist Financial Corporation’s predecessor, Branch Banking and Trust Company, in 2008 after a twenty-four year career with U.S. Bancorp, during which he served ten years as Treasurer.

Robert J.

Bojdak, age 68, is a Senior Executive Vice President and Chief Credit Officer (2004) of M&T and M&T Bank where he is responsible for managing the overall risk involving M&T Bank’s loan portfolio, monitoring portfolio metrics and workout activities.

Mr. Bojdak joined M&T Bank in 2002 and previously served as Senior Vice President and Credit Deputy for M&T Bank and as a Director of Wilmington Trust, N.A.

Peter G.

D’Arcy, age 50, is a Senior Executive Vice President (2022) of M&T and M&T Bank and is the head of Commercial Banking.

In his current role, Mr. D’Arcy is responsible for directing strategic growth and business line development activities across M&T’s footprint for commercial clients.

He is a Director and Chairman (2022) of M&T Realty Capital.

He began his career with M&T Bank in 1995.

Christopher E.

Kay, age 58, is a Senior Executive Vice President (2018) of M&T and M&T Bank, and is responsible for Enterprise Platforms, which includes the Customer Experience, Digital, Strategy and Transformation, and Marketing Divisions.

Prior to joining M&T in 2018, Mr. Kay served as Chief Innovation Officer at Humana from 2014 to 2018 and as Managing Director of Citi Ventures from 2007 to 2013.

Darren J.

King, age 54, is a Senior Executive Vice President (2010) of M&T and a Senior Executive Vice President (2009) of M&T Bank.

Mr. King has responsibility for a portfolio of businesses comprising the Retail Banking Division, including Retail, Business Banking, Residential Mortgage, Indirect and Consumer Lending activities.

He is also the head of Dealer Lending.

Prior to his current role, Mr. King served as Chief Financial Officer of M&T and M&T Bank with the responsibility for the Company’s overall financial management and treasury functions.

Mr. King has held a number of management positions within M&T Bank since 2000.

Doris P.

Meister, age 69, is a Senior Executive Vice President (2016) of M&T and M&T Bank and is responsible for overseeing the Company’s Wealth Management business, including Wilmington Trust Wealth Management, M&T Securities and WT Investment Advisors.

Ms. Meister is the Chair of the Board, President and Chief Executive Officer (2022) and a Director (2016) of Wilmington Trust, N.A. and Wilmington Trust Company, and the Chair of the Board, Chief Executive Officer and a Director (2017) of WT Investment Advisors.

She is a Director (2017), Chair of the Board and Chief Executive Officer (2018) of Wilmington Funds Management and WTIM.

Ms. Meister is a Director, Chair of the Board and Chief Executive Officer (2022) of PUA, and a Director, Chair of the Board and Chief Executive Officer (2023) of WTAM.

Ms. Meister joined Wilmington Trust N.A. in 2016 and has over four decades of financial and executive management experience.

Laura P.

Shareholders of M&T approximated [removed: 31,325] [added: 29,607] at December 31, [removed: 2023.][added: 2024.]

During the fourth quarter of [removed: 2023,] [added: 2024,] M&T did not issue any shares of its common stock that were not registered under the Securities Act.

The following table provides information as of December 31, [removed: 2023] [added: 2024] with respect to shares of common stock that may be issued under M&T’s existing equity compensation plans.

| [removed: Plan Category] | | [added: | | | |] Number of Securities to be Issued Upon Exercise of Outstanding Options or Rights | | | | [added: | |] Weighted-Average Exercise Price of Outstanding Options or Rights | | | | [added: | |] Number of [removed: Securities Remaining Available for] [added: Securities Remaining Available for] Future [removed: Issuance Under Equity Compensation Plans (Excluding Securities Reflected] [added: Issuance Under Equity Compensation Plans (Excluding Securities Reflected] in Column A) | | |

| Equity compensation plans [added: not] approved by security holders [added: (a)] | | | [removed: 902,570] | | | [removed: $] [added: 9,831] | [removed: 162.50] | | | | [removed: 4,218,093] | [added: 84.94] | [added: | | | | | — | | |]

| Equity compensation plans [removed: not] approved by security holders | | | [removed: 10,238] | | | [added: 798,659] | [removed: 82.31] | | | | [removed: —] | [added: $] | [added: 157.92 | | | | | 3,168,796 | | |]

[removed: *As] [added: As] of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 1,298,073] [added: 163,985] shares of M&T common stock were issuable upon exercise of outstanding options or rights assumed by M&T in connection with merger and acquisition transactions.

The weighted-average exercise price of those outstanding options or rights is [removed: $145.14] [added: $147.53] per common [removed: share.*][added: share.]

[added: *(a)The] M&T [removed: maintains a deferred bonus plan which] [added: Bank Corporation Deferred Bonus Plan] was frozen effective January 1, 2010 and did not allow any additional deferrals after that date.

The following graph contains a comparison of the cumulative shareholder return on M&T common stock against the cumulative total returns of the KBW Nasdaq Bank Index, compiled by Keefe, Bruyette & Woods, Inc., and the S&P 500 Index, compiled by S&P Dow Jones Indices, LLC, for the five-year period beginning on December 31, [removed: 2018] [added: 2019] and ending on December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | [removed: 2018] | | [removed: |] 2019 | | | [added: | | |] 2020 | | | [added: | | |] 2021 | | | [added: | | |] 2022 | | | [added: | | |] 2023 | | | [added: | | | 2024 | | | | | |]

| KBW Nasdaq Bank Index | | [added: |] 100 | | | [removed: 136] | | | [removed: 122] [added: 90] | | | [removed: 169] | | | [added: 124 | | | | | | 98 | | | | | | 97 | | | | | |] 133 | | | [removed: 132] | | [added: |]

[removed: Assumes] [added: Assumes] a $100 investment on December 31, [removed: 2018] [added: 2019] and reinvestment of all dividends.*

During the fourth quarter of [removed: 2023,] [added: 2024,] M&T purchased shares of its common stock as follows:

| | | [added: | | | |] Issuer Purchases of Equity Securities | | | | | | | | | | | | | | | [added: | | | | | |]

| [removed: Period] [added: (Dollars in millions, except per share)] | | [removed: Total Number of Shares (or Units) Purchased (1)] | | | | [added: Total Number of Shares (or Units) Purchased (a) | | | | | |] Average Price Paid per Share (or [removed: Unit)] [added: Unit) (b)] | | | | [added: | |] Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | [added: | |] Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs [removed: (2)] [added: (c)] | | |

[removed: *The] [added: *(a)The] total number of shares purchased during the periods indicated includes shares purchased as part of publicly announced programs [removed: and] [added: and/or] shares deemed to have been received from employees who exercised stock options by attesting to previously acquired common shares in satisfaction of the exercise price or shares received from employees upon the vesting of restricted stock awards in satisfaction of applicable tax withholding obligations, as is permitted under M&T’s stock-based compensation plans.*

[removed: *In July 2022,] [added: *(c)On January 22, 2025,] M&T's Board of Directors authorized a program under which [removed: $3.0] [added: $4.0] billion of common shares may be repurchased with the exact number, timing, price and terms of such repurchases to be determined at the discretion of management and subject to all regulatory [removed: limitations.*][added: limitations.]

Refer to the section entitled "Capital" and Table 48 within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Statement of Changes in Shareholders' Equity in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K for frequency and amounts of dividends on common stock.

For information regarding restrictions on the payment of dividends see Part I, Item 1, "Business" under the caption "Distributions" of this Form 10-K.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | | | | | (A) | | | | | | (B) | | | | | | (C) | | |

| Total | | | | | | 808,490 | | | | | | $ | 157.03 | | | | | 3,168,796 | | |

*__________________________________________________________________________________*

Additional information about this plan is included in note 11 of Notes to Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.*

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| M&T Bank Corporation | | | 100 | | | | | | 78 | | | | | | 97 | | | | | | 94 | | | | | | 92 | | | | | | 131 | | | | | |

| S&P 500 Index | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | | | | |

*__________________________________________________________________________________*

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1 - October 31, 2024 | | | | | | 270,260 | | | | | | $ | 197.08 | | | | | 270,000 | | | | | | $ | 947 | |

| November 1 - November 30, 2024 | | | | | | 480,482 | | | | | | 213.50 | | | | | | 480,000 | | | | | | 844 | | |

| December 1 - December 31, 2024 | | | | | | 207,988 | | | | | | 213.04 | | | | | | 207,988 | | | | | | 800 | | |

| Total | | | | | | 958,730 | | | | | | $ | 208.77 | | | | | 957,988 | | | | | | | | |

*__________________________________________________________________________________*

*(b)Inclusive of share repurchase excise tax of 1%.*

The authorization replaces and terminates, effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by M&T's Board of Directors in July 2022.

The number of shares that may yet be purchased noted in this table were reflective of the authorization of that now terminated plan.*

See cross-reference sheet for disclosures incorporated elsewhere in this Annual Report on Form 10-K for frequency and amounts of dividends on common stock and restrictions on the payment of dividends.

Footnote (1) to the table sets forth the total number of shares of common stock issuable upon the exercise of such assumed options and rights as of December 31, 2023, and their weighted-average exercise price.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (A) | | | | (B) | | | | (C) | | |

| Total | | | 912,808 | | | $ | 161.60 | | | | 4,218,093 | |

*(1)*

Deferred Bonus Plan

Prior to January 1, 2010, the plan allowed eligible officers of M&T and its subsidiaries to elect to defer all or a portion of their annual incentive compensation awards and allocate such awards to several investment options, including M&T common stock.

At the time of the deferral election, participants also elected the timing of distributions from the plan.

Such distributions are payable in cash, with the exception of balances allocated to M&T common stock which are distributable in the form of shares of common stock.

Comparison of Five-Year Cumulative Return*

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| M&T Bank Corporation | | 100 | | | 122 | | | 95 | | | 118 | | | 114 | | | 112 | |

| S&P 500 Index | | 100 | | | 132 | | | 156 | | | 200 | | | 164 | | | 207 | |

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1 - October 31, 2023 | | | — | | | $ | — | | | | — | | | $ | 1,200,060,000 | |

| November 1 - November 30, 2023 | | | 76 | | | | 116.41 | | | | — | | | | 1,200,060,000 | |

| December 1 - December 31, 2023 | | | 171 | | | | 137.87 | | | | — | | | | 1,200,060,000 | |

| Total | | | 247 | | | $ | 131.27 | | | | — | | | | | |

*(2)*

Financial Statements and Supplementary Data consist of the financial statements as indexed and presented below and Table [removed: 40 “Quarterly Trends”] [added: 48 "Quarterly Trends"] presented in Part II, Item 7, [removed: “Management’s] [added: "Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations.”][added: Operations*.*"]

| Index to Financial Statements and Financial Statement Schedules | | [added: | | | |]

| [removed: Report] [added: [Report] on Internal Control Over Financial [removed: Reporting] [added: Reporting](#i372367ab246d4735ab5e1072357f7a3c_154)] | [removed: 114] | [added: | [112](#i372367ab246d4735ab5e1072357f7a3c_154) | | |]

| [removed: Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#i372367ab246d4735ab5e1072357f7a3c_157)] | [removed: 115] | [added: | [113](#i372367ab246d4735ab5e1072357f7a3c_157) | | |]

| [removed: Consolidated] [added: [Consolidated] Balance Sheet — December [removed: 31, 2023] [added: 31,](#i372367ab246d4735ab5e1072357f7a3c_163) 2024] and [removed: 2022] [added: 2023] | [removed: 118] | [added: | [116](#i372367ab246d4735ab5e1072357f7a3c_163) | | |]

| [removed: Consolidated] [added: [Consolidated] Statement of Income — Years ended December [removed: 31, 2023,] [added: 31,](#i372367ab246d4735ab5e1072357f7a3c_166) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166) 2023 [and](#i372367ab246d4735ab5e1072357f7a3c_166)] 2022 [removed: and 2021] | [removed: 119] | [added: | [117](#i372367ab246d4735ab5e1072357f7a3c_166) | | |]

| [removed: Consolidated] [added: [Consolidated] Statement of Comprehensive Income — Years ended December [removed: 31, 2023,] [added: 31,](#i372367ab246d4735ab5e1072357f7a3c_169) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166) 2023 [and](#i372367ab246d4735ab5e1072357f7a3c_169)] 2022 [removed: and 2021] | [removed: 120] | [added: | [118](#i372367ab246d4735ab5e1072357f7a3c_169) | | |]

| [removed: Consolidated] [added: [Consolidated] Statement of Cash Flows — Years ended December [removed: 31, 2023,] [added: 31,](#i372367ab246d4735ab5e1072357f7a3c_172) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166) 2023 [and](#i372367ab246d4735ab5e1072357f7a3c_166)] 2022 [removed: and 2021] | [removed: 121] | [added: | [119](#i372367ab246d4735ab5e1072357f7a3c_172) | | |]

| [removed: Consolidated] [added: [Consolidated] Statement of Changes in Shareholders’ Equity — Years ended December [removed: 31, 2023,] [added: 31,](#i372367ab246d4735ab5e1072357f7a3c_175) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166) 2023 [and](#i372367ab246d4735ab5e1072357f7a3c_166)] 2022 [removed: and 2021] | [removed: 122] | [added: | [120](#i372367ab246d4735ab5e1072357f7a3c_175) | | |]

| [removed: Notes] [added: [Notes] to Financial [removed: Statements] [added: Statements](#i372367ab246d4735ab5e1072357f7a3c_178)] | [removed: 123] | [added: | [121](#i372367ab246d4735ab5e1072357f7a3c_178) | | |]

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria described in [removed: “Internal] [added: "Internal] Control — Integrated Framework [removed: (2013)”] [added: (2013)"] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

| | [added: | |] M&T BANK CORPORATION | [added: | |]

| | [removed: ] | [added: |  | | |]

| | [added: | |] René F. Jones | [added: | |]

| | [added: | |] *Chairman of the Board and Chief Executive Officer* | [added: | |]

| | [removed: ] | [added: |  | | |]

| | [added: | |] Daryl N. Bible | [added: | |]

| | [added: | |] *Senior Executive Vice President and Chief Financial Officer* | [added: | |]

We have audited the accompanying consolidated balance sheet of M&T Bank Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: ("COSO").]

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (PCAOB)] [added: ("PCAOB")] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

As described in Notes 1 and [removed: 5] [added: 4] to the consolidated financial statements, the Company’s allowance for credit losses of [removed: $2.1] [added: $2.2] billion reflects management's expected credit losses in the loan and lease portfolio of [removed: $134.1] [added: $135.6] billion as of December 31, [removed: 2023.][added: 2024.]

Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model [removed: performance to actual realized results.]

Management [removed: also] [added: may adjust forecasted loss estimates for inherent limitations or biases in the models as well as for other factors that may not be adequately] considered [added: in its quantitative methodologies including] the impact of portfolio concentrations, [removed: changes in underwriting practices, product expansions into new markets,] imprecision in its economic forecasts, geopolitical conditions and other risk factors that might influence [removed: the] [added: its] loss estimation process.

The principal considerations for our determination that performing procedures relating to the allowance for credit losses, specifically certain adjustments to model forecasts, is a critical audit matter are (i) the significant judgment by management in determining the adjustments to model forecasts, (ii) a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and in evaluating audit evidence related to management’s determination of these adjustments to [removed: model forecasts, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

[removed: February 21, 2024][added: | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | [added: |] December 31, | | | | | | | [added: | |]

| (Dollars in millions, except per share) | | [added: | 2024 | | | | | |] 2023 | | | | [added: | |] 2022 | | |

| Assets | | | | | | | | | [added: | | |]

| Cash and due from banks | | [added: |] $ | [removed: 1,731] [added: 1,909] | | | [added: | |] $ | [removed: 1,517] [added: 1,731] | |

| Interest-bearing deposits at banks | | | 28,069 | | | | [removed: 24,959] | | [added: 28,069 | | | | | | — | | | | | | 28,069 | | | | | | — | | |]

| Trading account | | | [removed: 106] [added: 101] | | | | [removed: 118] | | [added: 106 | | |]

| Investment [removed: securities] [added: securities:] | | | | | | | | | [added: | | |]

| Available for sale (cost: [removed: $10,691] [added: $19,054] at December 31, [removed: 2023; $11,193] [added: 2024; $10,691] at December 31, [removed: 2022)] [added: 2023)] | | | [removed: 10,440] [added: 18,849] | | | | [removed: 10,749] | | [added: 10,440 | | |]

| Held to maturity (fair value: [removed: $14,308] [added: $12,955] at December 31, [removed: 2023; $12,375] [added: 2024; $14,308] at December 31, [removed: 2022)] [added: 2023)] | | | [removed: 15,330] [added: 14,195] | | | | [removed: 13,530] | | [added: 15,330 | | |]

| Equity and other securities (cost: [removed: $1,125] [added: $1,007] at December 31, [removed: 2023; $934] [added: 2024; $1,125] at December 31, [removed: 2022)] [added: 2023)] | | | [removed: 1,127] [added: 1,007] | | | | [removed: 932] | | [added: 1,127 | | |]

| Total investment securities | | | [removed: 26,897] [added: 34,051] | | | | [removed: 25,211] | | [added: 26,897 | | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | |

model forecasts, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.


| (Dollars in millions, except per share) | | | 2024 | | | | | | 2023 | | |

| Preferred stock | | | 2,394 | | | | | | 2,011 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Available for sale | | | 167 | | | | | | — | | | | | | — | | |

| Redemption of Series E preferred stock | | | (350) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,588 | | | | | | 295 | | | | | | — | | | | | | 2,883 | | |

| Redemption of Series E preferred stock | | | (350) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (350) | | |

| Purchases of treasury stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (400) | | | | | | (400) | | |

| Balance — December 31, 2024 | | | $ | 2,394 | | | | | $ | 90 | | | | | $ | 1 | | | | | $ | 9,998 | | | | | $ | 19,079 | | | | | $ | (164) | | | | | $ | (2,371) | | | | | $ | 29,027 | |

the Company's Consolidated Balance Sheet.

Amortization of premiums and accretion of discounts for investment securities available for sale and held to maturity are included in interest income.

For loans secured by residential real

Right-of-use assets related to operating lease arrangements for various facilities and other assets with an original term greater than 12 months are included in Premises and equipment and the corresponding lease liabilities are included in Accrued interest and other liabilities in the Consolidated Balance Sheet.

absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to that entity.

on the technical merits of the position.

Effective January 1, 2024, the Company adopted amended guidance which permits an election to account for other tax equity investments using the proportional amortization method if certain conditions are met.

The Company has elected to apply the proportional amortization method to eligible renewable energy and certain other tax credit investments in addition to the low income housing tax credit investments for which the proportional amortization method had previously been applied.

Standards applicable to M&T but not yet adopted at December 31, 2024 primarily address enhanced disclosure requirements for income taxes and the disaggregated income statement presentation of certain expenses and are not expected to have a material impact to the Company's consolidated financial statements.

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| | | | Improvements to Reportable Segment Disclosures | | | | | | | | | The amendments require increased segment disclosures inclusive of significant expense categories and financial information that is regularly provided to the chief operating decision maker. | | | | | | | | | December 31, 2024 and interim periods thereafter | | | | | | | | | The Company has included the enhanced disclosures required by the amended guidance in note 21. | | | | | |

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The fair value of time deposits was determined by

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*__________________________________________________________________________________*

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| Federal funds sold | | | — | | | | 3 | |

| Unearned discount | | | (868 | ) | | | (510 | ) |

| Loans and leases, net of unearned discount | | | 134,068 | | | | 131,564 | |

| Preferred stock, $1.00 par, 20,000,000 shares authorized; Issued and outstanding: Liquidation preference of $1,000 per share: 350,000 shares at December 31, 2023 and December 31, 2022; Liquidation preference of $10,000 per share: 140,000 shares at December 31, 2023 and December 31, 2022; Liquidation preference of $25 per share: 10,000,000 shares at December 31, 2023 and December 31, 2022 | | | 2,011 | | | | 2,011 | |

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| Foreign currency translation adjustments | | 4 | | | | (6 | ) | | | (1 | ) |

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| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance — January 1, 2021 | | $ | 1,250 | | | $ | 80 | | | $ | 1 | | | $ | 6,617 | | | $ | 13,444 | | | $ | (62 | ) | | $ | (5,143 | ) | | $ | 16,187 | |

| Total comprehensive income | | | — | | | | — | | | | — | | | | — | | | | 1,859 | | | | (65 | ) | | | — | | | | 1,794 | |

1.

At December 31, 2023, the Company reclassified the substantial majority of its loans secured by commercial real estate that were considered owner-occupied to commercial and industrial loans to reflect the variation in the management and underlying risk profile of such loans as compared with investor-owned commercial real estate loans.

Also in the fourth quarter of 2023, the Company began presenting "professional and other services" as an individual component of "other expense" while combining the presentation of "printing, postage and supplies" into "other costs of operations" within the Consolidated Statement of Income.

Prior periods were reclassified to conform to the current presentation.

As further described in note 23, in the fourth quarter of 2023 the Company completed modifications to its management reporting system to conform its internal profitability reporting with certain organizational changes that resulted in the realignment of its business operations into three reportable segments: Commercial Bank, Retail Bank and Institutional Services and Wealth Management.

Prior period reportable segment results disclosed in note 23 have been presented in conformity with the new segment reporting structure.

Net deferred fees have been included in unearned discount as a reduction of loans outstanding.

to reduce the carrying value of the loan or, if principal is considered fully collectable, recognized as interest income.

Loans secured by residential real estate are returned to accrual status when they are deemed to have an insignificant delay in payments of 90 days or less.

comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings.

2.

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*(a)*

*(b)*

In connection with the acquisition, the Company recorded approximately $3.9 billion of goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired, and $261 million of core deposit and other intangible assets.

The core deposit and other intangible assets are being amortized over periods of three to seven years.

Information regarding the allocation of goodwill to the Company’s reportable segments, as well as the carrying amounts and amortization of core deposit and other intangible assets, is provided in note 8.

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3.

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[removed: (a)] Evaluation of disclosure controls and procedures.

Based upon [removed: their] [added: an] evaluation [added: carried out as] of the [added: end of the period covered by this report under the supervision and with the participation of M&T's management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, of the] effectiveness of M&T’s disclosure controls and procedures (as defined in Exchange Act rules [removed: 13a-15(e) and 15d-15(e)),] [added: 13a-15(e)),] René F.

Bible, Senior Executive Vice President and Chief Financial Officer, concluded that M&T’s disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

[removed: (b)] [added: (a)] Management’s annual report on internal control over financial reporting.

Included under the heading [removed: “Report] [added: "Report] on Internal Control Over Financial [removed: Reporting” at] [added: Reporting" in] Item 8 of this [removed: Annual Report on] Form 10-K.

[removed: (c)] [added: (b)] Attestation report of the registered public accounting firm.

Included under the heading [removed: “Report] [added: "Report] of Independent Registered Public Accounting [removed: Firm” at] [added: Firm" in] Item 8 of this [removed: Annual Report on] Form 10-K.

[removed: (d)] [added: (c)] Changes in internal control over financial reporting.

No changes in internal control over financial reporting have been identified [removed: in connection with the evaluation of disclosure controls and procedures] during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, M&T’s internal control over financial reporting.

Internal control over financial reporting.

[removed: (b)] Certain of [removed: our officers or] [added: the Company's] directors [added: or executive officers] have made elections [removed: to participate in,] and are participating [removed: in, our] [added: in the Company's] tax-qualified 401(k) plan and nonqualified deferred compensation plans, or have made, and may from time to time make, elections to reinvest dividends in M&T Bank Corporation common stock, or have shares withheld to cover withholding taxes upon the vesting of equity awards or to pay the exercise price of options, each of which may be designed to satisfy the affirmative defense conditions [added: of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).]

(a) None.

(b) The following provides a description of Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) adopted during the three months ended December 31, 2024, by any director or executive officer who is subject to the filing requirements of Section 16 of the Exchange Act:

On November 21, 2024, René F.

Jones, Chairman and Chief Executive Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The arrangement will terminate on or before December 31, 2025.

Under the arrangement, a maximum aggregate number of 144,022 vested stock options may be exercised, and the underlying shares will be held by Mr. Jones after the withholding of shares to cover the cost of the exercise price of the options and tax obligations (also known as a net exercise and hold settlement).

The arrangement does not provide for the sale of shares.

Transactions under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1.

No directors or executive officers terminated or modified a Rule 10b5-1 trading arrangement in the three months ended December 31, 2024.

(a) Effective February 21, 2024, M&T’s Board of Directors approved and adopted M&T’s Amended and Restated Bylaws.

The Amended and Restated Bylaws were adopted to: (i) clarify that stockholder meetings may take place by means of remote communications, in light of updates to the New York Business Corporation Law; (ii) update M&T’s bylaws in connection with the SEC rules relating to universal proxy cards, including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Exchange Act to certify to M&T that they have complied with certain requirements under such rules no later than seven business days prior to the applicable stockholder meeting; (iii) specify that, in connection with a stockholder nomination, proposed nominees and the proposing stockholders, as applicable, must complete a questionnaire and certain representations and agreements in the form provided by M&T; (iv) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; (v) clarify the power of M&T’s Board of Directors and the person presiding at each applicable stockholder meeting to establish rules for the conduct of such meetings, including to determine and address deficient nominations or proposals; and (vi) make certain other clarifications and administrative, technical or conforming revisions.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.2 to this Annual Report and incorporated by reference herein.

of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

The information required to be furnished pursuant to Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included in M&T’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of [removed: 2023] [added: 2024] (the [removed: “2024] [added: "2025] Proxy [removed: Statement”).][added: Statement").]

The information concerning M&T’s directors will appear [removed: in] [added: under] the [removed: section “NOMINEES FOR DIRECTOR”] [added: heading "Nominees for Director"] in the [removed: 2024] [added: 2025] Proxy Statement.

The information concerning M&T’s Code of Ethics for Chief Executive Officer and Senior Financial Officers will appear [removed: in] [added: under] the [removed: section “CORPORATE GOVERNANCE OF M&T BANK CORPORATION”] [added: heading "Codes of Business Conduct and Ethics"] in the [removed: 2024] [added: 2025] Proxy Statement.

The Company has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company's securities by its directors, executive officers and employees, and by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

M&T's Insider Trading Policy is included as Exhibit 19.1 of this Form 10-K.

The information concerning compliance with Section 16(a) of the Exchange Act will appear, if necessary, under the heading "Delinquent Section 16(a) Reports" in the 2025 Proxy Statement.

The information regarding any material changes to the procedures by which shareholders can recommend director nominees will appear, if necessary, under the heading "Nomination and Governance Committee" in the 2025 Proxy Statement.

The information regarding M&T’s Audit Committee, including "audit committee financial experts," will appear under the heading "Audit Committee" in the 2025 Proxy Statement.

Such information is incorporated herein by reference.

The information regarding the procedures by which shareholders can recommend director nominees as well as M&T’s Audit Committee, including “audit committee financial experts,” will also appear in the section “CORPORATE GOVERNANCE OF M&T BANK CORPORATION.” The information concerning compliance with Section 16(a) of the Exchange Act will appear, if necessary, in the section “STOCK OWNERSHIP INFORMATION.” Such information is incorporated herein by reference.

The information required to be furnished pursuant to Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will appear [removed: in] [added: under] the [removed: sections “COMPENSATION DISCUSSION AND ANALYSIS,” “EXECUTIVE COMPENSATION,” “DIRECTOR COMPENSATION,” “COMPENSATION AND HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,”] [added: headings "Compensation Discussion] and [removed: “COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT”] [added: Analysis," "Executive Compensation," "Director Compensation," "Compensation and Human Capital Committee Interlocks and Insider Participation," and "Compensation and Human Capital Committee Report"] in the [removed: 2024] [added: 2025] Proxy Statement.