Item 8. Financial Statements and Supplementary Data.

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

Index to Financial Statements and Financial Statement Schedules
Report on Internal Control Over Financial Reporting			112
Report of Independent Registered Public Accounting Firm			113
Consolidated Balance Sheet — December 31, 2024 and 2023			116
Consolidated Statement of Income — Years ended December 31, 2024, 2023 and 2022			117
Consolidated Statement of Comprehensive Income — Years ended December 31, 2024, 2023 and 2022			118
Consolidated Statement of Cash Flows — Years ended December 31, 2024, 2023 and 2022			119
Consolidated Statement of Changes in Shareholders’ Equity — Years ended December 31, 2024, 2023 and 2022			120
Notes to Financial Statements			121

Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting at the Company. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on criteria described in "Internal Control — Integrated Framework (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, 2024.

The consolidated financial statements of the Company have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, that was engaged to express an opinion as to the fairness of presentation of such financial statements. PricewaterhouseCoopers LLP was also engaged to assess the effectiveness of the Company’s internal control over financial reporting. The report of PricewaterhouseCoopers LLP follows this report.

			M&T BANK CORPORATION
			René F. Jones
			Chairman of the Board and Chief Executive Officer
			Daryl N. Bible
			Senior Executive Vice President and Chief Financial Officer

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of M&T Bank Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of M&T Bank Corporation and its subsidiaries (the "Company") as of December 31, 2024 and 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, 2024, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("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.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses – Adjustments to model forecasts

As described in Notes 1 and 4 to the consolidated financial statements, the Company’s allowance for credit losses of $2.2 billion reflects management's expected credit losses in the loan and lease portfolio of $135.6 billion as of December 31, 2024. For purposes of determining the level of the allowance for credit losses, management evaluates the Company’s loan and lease portfolio by type. Management utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and to determine estimated credit losses through a reasonable and supportable forecast period. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. Management 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 in its quantitative methodologies including the impact of portfolio concentrations, imprecision in its economic forecasts, geopolitical conditions and other risk factors that might influence 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, subjectivity, and effort in performing procedures and in evaluating audit evidence related to management’s determination of these adjustments to

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s allowance for credit losses estimation process, including controls relating to the allowance for credit losses estimation process for certain adjustments to model forecasts. These procedures also included, among others, testing management’s process for determining the allowance for credit losses and these adjustments to model forecasts, including evaluating the appropriateness of management’s methodology, testing the data utilized by management and evaluating the reasonableness of significant assumptions relating to these adjustments to model forecasts. Evaluating significant assumptions relating to these adjustments to model forecasts involved evaluating portfolio composition and concentration, as well as relevant market data. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s methodology and the reasonableness of significant assumptions relating to these adjustments to model forecasts.

Buffalo, New York

February 19, 2025

We have served as the Company’s auditor since 1984.

M&T BANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheet

			December 31,
(Dollars in millions, except per share)			2024						2023
Assets
Cash and due from banks			$	1,909					$	1,731
Interest-bearing deposits at banks			18,873						28,069
Trading account			101						106
Investment securities:
Available for sale (cost: $19,054 at December 31, 2024; $10,691 at December 31, 2023)			18,849						10,440
Held to maturity (fair value: $12,955 at December 31, 2024; $14,308 at December 31, 2023)			14,195						15,330
Equity and other securities (cost: $1,007 at December 31, 2024; $1,125 at December 31, 2023)			1,007						1,127
Total investment securities			34,051						26,897
Loans and leases			135,581						134,068
Allowance for credit losses			(2,184)						(2,129)
Net loans and leases			133,397						131,939
Premises and equipment			1,705						1,739
Goodwill			8,465						8,465
Core deposit and other intangible assets			94						147
Accrued interest and other assets			9,510						9,171
Total assets			$	208,105					$	208,264
Liabilities
Noninterest-bearing deposits			$	46,020					$	49,294
Savings and interest-checking deposits			100,599						93,221
Time deposits			14,476						20,759
Total deposits			161,095						163,274
Short-term borrowings			1,060						5,316
Long-term borrowings			12,605						8,201
Accrued interest and other liabilities			4,318						4,516
Total liabilities			179,078						181,307
Shareholders' equity
Preferred stock			2,394						2,011
Common stock, $0.50 par, 250,000,000 shares authorized, 179,436,779 shares issued at December 31, 2024 and December 31, 2023			90						90
Common stock issuable, 11,642 shares at December 31, 2024; 12,217 shares at December 31, 2023			1						1
Additional paid-in capital			9,998						10,020
Retained earnings			19,079						17,524
Accumulated other comprehensive income (loss), net			(164)						(459)
Treasury stock — common, at cost — 13,922,820 shares at December 31, 2024; 13,300,298 shares at December 31, 2023			(2,371)						(2,230)
Total shareholders’ equity			29,027						26,957
Total liabilities and shareholders’ equity			$	208,105					$	208,264

See accompanying notes to financial statements.

M&T BANK CORPORATION AND SUBSIDIARIES

Consolidated Statement of Income

			Year Ended December 31,
(Dollars in millions, except per share)			2024						2023						2022
Interest income
Loans and leases			$	8,477					$	8,021					$	5,237
Investment securities:
Fully taxable			1,030						773						448
Exempt from federal taxes			64						66						51
Deposits at banks			1,452						1,360						509
Other			3						4						2
Total interest income			11,026						10,224						6,247
Interest expense
Savings and interest-checking deposits			2,514						1,746						271
Time deposits			781						671						24
Short-term borrowings			242						292						19
Long-term borrowings			637						400						111
Total interest expense			4,174						3,109						425
Net interest income			6,852						7,115						5,822
Provision for credit losses			610						645						517
Net interest income after provision for credit losses			6,242						6,470						5,305
Other income
Mortgage banking revenues			436						409						357
Service charges on deposit accounts			514						475						447
Trust income			675						680						741
Brokerage services income			121						102						88
Trading account and other non-hedging derivative gains			39						49						27
Gain (loss) on bank investment securities			10						4						(6)
Other revenues from operations			632						809						703
Total other income			2,427						2,528						2,357
Other expense
Salaries and employee benefits			3,162						2,997						2,787
Equipment and net occupancy			512						520						474
Outside data processing and software			492						437						376
Professional and other services			344						413						509
FDIC assessments			146						315						90
Advertising and marketing			104						108						90
Amortization of core deposit and other intangible assets			53						62						56
Other costs of operations			546						527						668
Total other expense			5,359						5,379						5,050
Income before taxes			3,310						3,619						2,612
Income taxes			722						878						620
Net income			$	2,588					$	2,741					$	1,992
Net income available to common shareholders
Basic			$	2,449					$	2,636					$	1,891
Diluted			2,449						2,636						1,891
Net income per common share
Basic			14.71						15.85						11.59
Diluted			14.64						15.79						11.53

See accompanying notes to financial statements.

M&T BANK CORPORATION AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Net income			$	2,588					$	2,741					$	1,992
Other comprehensive income (loss), net of tax and reclassification adjustments:
Net unrealized gains (losses) on investment securities			34						142						(407)
Cash flow hedges adjustments			50						98						(315)
Defined benefit plans liability adjustments			213						87						65
Other			(2)						4						(6)
Total other comprehensive income (loss)			295						331						(663)
Total comprehensive income			$	2,883					$	3,072					$	1,329

See accompanying notes to financial statements.

M&T BANK CORPORATION AND SUBSIDIARIES

Consolidated Statement of Cash Flows

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Cash flows from operating activities
Net income			$	2,588					$	2,741					$	1,992
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			610						645						517
Depreciation and amortization of premises and equipment			316						304						282
Amortization of capitalized servicing rights			139						131						97
Amortization of core deposit and other intangible assets			53						62						56
Provision for deferred income taxes			(27)						(97)						(30)
Asset write-downs			40						4						8
Net gain on sales of assets			(30)						(249)						(153)
Net change in accrued interest receivable, payable			(176)						261						(123)
Net change in other accrued income and expense			282						561						(70)
Net change in loans originated for sale			(128)						(192)						771
Net change in trading account and other non-hedging derivative assets and liabilities			(57)						(266)						1,227
Net cash provided by operating activities			3,610						3,905						4,574
Cash flows from investing activities
Proceeds from sales of investment securities:
Available for sale			167						—						—
Equity and other securities			610						1,014						242
Proceeds from maturities of investment securities:
Available for sale			6,072						743						795
Held to maturity			1,158						1,170						1,516
Purchases of investment securities:
Available for sale			(14,476)						(346)						(7,222)
Held to maturity			—						(2,948)						(1,890)
Equity and other securities			(467)						(1,205)						(456)
Net increase in loans and leases			(2,030)						(2,770)						(3,639)
Net (increase) decrease in interest-bearing deposits at banks			9,196						(3,110)						26,107
Capital expenditures, net			(216)						(256)						(214)
Net (increase) decrease in loan servicing advances			(26)						274						1,579
Acquisition, net of cash consideration:
Bank and bank holding company			—						—						394
Other, net			(538)						(440)						(620)
Net cash provided (used) by investing activities			(550)						(7,874)						16,592
Cash flows from financing activities
Net decrease in deposits			(2,182)						(248)						(20,994)
Net increase (decrease) in short-term borrowings			(4,256)						1,761						2,613
Proceeds from long-term borrowings			5,497						5,035						999
Payments on long-term borrowings			(1,009)						(824)						(907)
Proceeds from issuance of Series J preferred stock			733						—						—
Redemption of Series E preferred stock			(350)						—						—
Purchases of treasury stock			(396)						(594)						(1,800)
Dividends paid — common			(895)						(868)						(784)
Dividends paid — preferred			(138)						(100)						(97)
Other, net			114						18						(14)
Net cash provided (used) by financing activities			(2,882)						4,180						(20,984)
Net increase in cash, cash equivalents and restricted cash			178						211						182
Cash, cash equivalents and restricted cash at beginning of period			1,731						1,520						1,338
Cash, cash equivalents and restricted cash at end of period			$	1,909					$	1,731					$	1,520
Supplemental disclosure of cash flow information
Interest received during the period			$	11,077					$	10,092					$	6,135
Interest paid during the period			4,319						2,691						429
Income taxes paid during the period			236						452						488
Supplemental schedule of noncash investing and financing activities
Real estate acquired in settlement of loans			33						23						31
Additions to right-of-use assets under operating leases			101						134						138
Acquisition of bank and bank holding company:
Common stock issued			—						—						8,286
Common stock awards converted			—						—						105
Fair value of:
Assets acquired (noncash)			—						—						63,757
Liabilities assumed			—						—						55,499
Preferred stock converted			—						—						261

See accompanying notes to financial statements.

M&T BANK CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Shareholders’ Equity

(Dollars in millions, except per share)			Preferred Stock						Common Stock						Common Stock Issuable						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss), Net						Treasury Stock						Total
2022
Balance — January 1, 2022			$	1,750					$	80					$	1					$	6,635					$	14,646					$	(127)					$	(5,082)					$	17,903
Total comprehensive income			—						—						—						—						1,992						(663)						—						1,329
Acquisition of People's United Financial, Inc.:
Common stock issued			—						10						—						3,256						—						—						5,020						8,286
Common stock awards converted			—						—						—						105						—						—						—						105
Conversion of Series H preferred stock			261						—						—						—						—						—						—						261
Preferred stock cash dividends			—						—						—						—						(97)						—						—						(97)
Purchases of treasury stock			—						—						—						—						—						—						(1,800)						(1,800)
Stock-based compensation transactions, net			—						—						—						6						(1)						—						112						117
Common stock cash dividends — $4.80 per share			—						—						—						—						(786)						—						—						(786)
Balance — December 31, 2022			2,011						90						1						10,002						15,754						(790)						(1,750)						25,318
2023
Total comprehensive income			—						—						—						—						2,741						331						—						3,072
Preferred stock cash dividends			—						—						—						—						(100)						—						—						(100)
Purchases of treasury stock			—						—						—						—						—						—						(600)						(600)
Stock-based compensation transactions, net			—						—						—						18						(2)						—						120						136
Common stock cash dividends —$5.20 per share			—						—						—						—						(869)						—						—						(869)
Balance — December 31, 2023			2,011						90						1						10,020						17,524						(459)						(2,230)						26,957
2024
Total comprehensive income			—						—						—						—						2,588						295						—						2,883
Issuance of Series J preferred stock			733						—						—						—						—						—						—						733
Redemption of Series E preferred stock			(350)						—						—						—						—						—						—						(350)
Preferred stock cash dividends			—						—						—						—						(134)						—						—						(134)
Purchases of treasury stock			—						—						—						—						—						—						(400)						(400)
Stock-based compensation transactions, net			—						—						—						(22)						(2)						—						259						235
Common stock cash dividends — $5.35 per share			—						—						—						—						(897)						—						—						(897)
Balance — December 31, 2024			$	2,394					$	90					$	1					$	9,998					$	19,079					$	(164)					$	(2,371)					$	29,027

See accompanying notes to financial statements.

M&T BANK CORPORATION AND SUBSIDIARIES

Notes to Financial Statements

**1.**Significant accounting policies

M&T is a BHC headquartered in Buffalo, New York. Through subsidiaries, M&T provides individuals, corporations and other businesses, and institutions with commercial and retail banking services, including loans and deposits, mortgage banking, trust, asset management and other financial services. Banking activities are largely focused on consumers residing in New York State, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia, and the District of Columbia and on small and medium-size businesses based in those areas. Certain subsidiaries also conduct activities in other areas.

The accounting and reporting policies of the Company are in accordance with GAAP and general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company's significant accounting policies are as follows:

Consolidation

The consolidated financial statements include M&T and all of its subsidiaries. All significant intercompany accounts and transactions of consolidated subsidiaries have been eliminated in consolidation. The financial statements of M&T included in note 24 report investments in subsidiaries under the equity method. Information about some limited purpose entities that are affiliates of the Company but are not included in the consolidated financial statements appears in note 18.

Consolidated Statement of Cash Flows

For purposes of this statement, cash and due from banks and federal funds sold are considered cash and cash equivalents.

Securities purchased under agreements to resell and securities sold under agreements to repurchase

Securities purchased under agreements to resell and securities sold under agreements to repurchase are treated as collateralized financing transactions and are recorded at amounts equal to the cash or other consideration exchanged. It is generally the Company’s policy to take possession of collateral pledged to secure agreements to resell.

Trading account

Financial instruments used for trading purposes are stated at fair value. Realized gains and losses and unrealized changes in fair value of financial instruments utilized in trading activities are included in Trading account and other non-hedging derivative gains in the Consolidated Statement of Income.

Investment securities

Investments in debt securities are classified as held to maturity and stated at amortized cost when management has the positive intent and ability to hold such securities to maturity. Investments in other debt securities are classified as available for sale and stated at estimated fair value with unrealized changes in fair value included in Accumulated other comprehensive income (loss), net, in

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.

Investments in equity securities having readily determinable fair values are stated at fair value and unrealized changes in fair value are included in earnings. Investments in equity securities that do not have readily determinable fair values are stated at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Other equity securities include stock of the FRB of New York and the FHLB of New York.

GAAP requires an allowance for credit losses be deducted from the amortized cost basis of financial assets, including investment securities held to maturity, to present the net carrying value at the amount that is expected to be collected over the contractual term. In cases where fair value of an available-for-sale debt security is less than its amortized cost basis and the Company does not intend to sell the available-for-sale debt security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, the difference between the fair value and the amortized cost basis is separated into (a) the amount representing the credit loss and (b) the amount related to all other factors. The amount related to the credit loss is recognized as an allowance for credit losses while the amount related to other factors is recognized in other comprehensive income, net of applicable income taxes. If the Company intends to sell the security or it is more likely than not to be required to sell the security before recovery of the amortized cost basis, the security is written down to fair value with the entire amount recognized in earnings. Subsequently, the Company accounts for the debt security as if the security had been purchased on the measurement date of the write down at an amortized cost basis equal to the previous amortized cost basis less the amount of the write down recognized in earnings. Realized gains and losses on the sales of investment securities are determined using the specific identification method.

Loans and leases

The Company’s accounting methods for loans depend on whether the loans were originated or acquired by the Company.

Originated loans and leases

Loan fees and certain direct loan origination costs are deferred and recognized as an interest yield adjustment over the life of the loan. Interest income on loans is accrued on a level yield method. Loans are placed on nonaccrual status and previously accrued interest thereon is charged against income when the Company expects it will be unable to collect all amounts owed under the terms of the loan agreement or when principal or interest is delinquent 90 days. Certain loans greater than 90 days delinquent continue to accrue interest if they are well-secured and in the process of collection. Loans less than 90 days delinquent are deemed to have an insignificant delay in payment and generally continue to accrue interest. Interest received on loans placed on nonaccrual status is generally applied to reduce the carrying value of the loan or, if principal is considered fully collectable, recognized as interest income. Nonaccrual commercial and industrial loans and commercial real estate loans are returned to accrual status when borrowers have demonstrated an ability to repay their loans and there are no delinquent principal and interest payments. Residential real estate loans and consumer loans are returned to accrual status when all past due principal and interest payments have been paid by the borrower. Loan balances are charged-off when it becomes evident that such balances are not fully collectable. For commercial and industrial loans and commercial real estate loans, charge-offs are recognized after an assessment by credit personnel of the capacity and willingness of the borrower to repay, the estimated value of any collateral, and any other potential sources of repayment. A charge-off is recognized when, after such assessment, it becomes evident that the loan balance is not fully collectable. For loans secured by residential real

estate, the excess of the loan balances over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. Consumer loans are generally charged-off when the loans are 91 to 180 days past due, depending on whether the loan is collateralized and the status of repossession activities with respect to such collateral.

During the normal course of business, the Company modifies loans to maximize recovery efforts from borrowers experiencing financial difficulty. Such loan modifications typically include extensions of maturity dates but may also include other modified terms. Those modified loans may be considered nonaccrual if the Company does not expect to collect the contractual cash flows owed under the loan agreement. On January 1, 2023, the Company adopted amended guidance that eliminated the accounting guidance for troubled debt restructurings while expanding disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amended guidance also requires disclosure of current period gross charge-offs by year of origination. Prior to January 1, 2023, if the borrower was experiencing financial difficulty such that the Company did not expect to collect the contractual cash flows owed under the original loan agreement and a concession in loan terms was granted, the Company considered the loan modification as a troubled debt restructuring and such loans were designated as either nonaccrual or renegotiated loans.

Commitments to sell real estate loans are utilized by the Company to hedge the exposure to changes in fair value of real estate loans held for sale. The carrying value of hedged real estate loans held for sale recorded in the Consolidated Balance Sheet includes changes in estimated fair value during the hedge period, typically from the date of close through the sale date. Valuation adjustments made on these loans and commitments are included in Mortgage banking revenues in the Consolidated Statement of Income.

Acquired loans and leases

Expected credit losses for PCD loans are initially recognized as an allowance for credit losses and are added to the purchase price to determine the amortized cost basis of the loans. Any non-credit discount or premium resulting from acquiring such loans is recognized as an adjustment to interest income over the remaining lives of the loans. Subsequent changes in the amount of expected credit losses on such loans are recognized in the allowance for credit losses in the same manner as originated loans. For all other acquired loans, the difference between the fair value and outstanding principal balance of the loans is recognized as an adjustment to interest income over the lives of those loans. Those loans are then accounted for in a manner that is similar to originated loans.

Allowance for credit losses

The allowance for credit losses is deducted from the amortized cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macroeconomic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers’ abilities to repay obligations. Subsequent to the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans.

Assets taken in foreclosure of defaulted loans

Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and are included in Accrued interest and other assets in the Consolidated Balance Sheet.

An in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of real estate property collateralizing a mortgage loan upon either (i) the creditor obtaining legal title to the real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Upon acquisition of assets taken in satisfaction of a defaulted loan, the excess of the remaining loan balance over the asset’s estimated fair value less costs to sell is charged-off against the allowance for credit losses. Subsequent declines in value of the assets are recognized as Other costs of operations in the Consolidated Statement of Income.

Premises and equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed principally using the straight-line method over the estimated useful lives of the assets. 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.

Capitalized servicing rights

Capitalized servicing assets are included in Accrued interest and other assets in the Consolidated Balance Sheet. Separately recognized servicing assets are initially measured at fair value. The Company uses the amortization method to subsequently measure servicing assets. Under that method, capitalized servicing assets are charged to expense in proportion to and over the period of estimated net servicing income.

To estimate the fair value of servicing rights, the Company considers market prices for similar assets and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate, and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceeds estimated fair value. Impairment is recognized through a valuation allowance.

Sales and securitizations of financial assets

Transfers of financial assets for which the Company has surrendered control of the financial assets are accounted for as sales. Interests in a sale of financial assets that continue to be held by the Company, including servicing rights, are initially measured at fair value. The fair values of retained debt securities are generally determined through reference to independent pricing information. The fair values of retained servicing rights and any other retained interests are determined based on the present value of expected future cash flows associated with those interests and by reference to market prices for similar assets.

Securitization structures and other financial vehicles oftentimes require the use of special-purpose trusts that are considered variable interest entities. A variable interest entity is included in the consolidated financial statements if the Company has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and has the obligation to

absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to that entity. The recognition or de-recognition in the Company’s consolidated financial statements of assets and liabilities held by variable interest entities is subject to the interpretation and application of complex accounting pronouncements or interpretations that require management to estimate and assess the relative significance of the Company’s financial interests in those entities and the degree to which the Company can influence the most important activities of the entities.

Goodwill and core deposit and other intangible assets

Goodwill represents the excess of the cost of an acquired entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but rather is tested for impairment at least annually at the reporting unit level, which is either at the same level or one level below an operating segment. Other acquired intangible assets with finite lives, such as core deposit intangibles, are initially recorded at estimated fair value and are amortized over their estimated lives. Core deposit and other intangible assets are generally amortized using accelerated methods over estimated useful lives, which are generally three to seven years. The Company periodically assesses whether events or changes in circumstances indicate that the carrying amounts of core deposit and other intangible assets may be impaired.

Derivative financial instruments

The Company accounts for derivative financial instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (i) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (ii) a hedge of the exposure to variable cash flows of a forecasted transaction or (iii) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign currency denominated forecasted transaction.

The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. For such agreements, amounts receivable or payable are recognized as accrued under the terms of the agreement and the net differential is recorded as an adjustment to interest income or expense of the related asset or liability. Interest rate swap agreements may be designated as either fair value hedges or cash flow hedges. In a fair value hedge, the fair values of the interest rate swap agreements and changes in the fair values of the hedged items attributable to the hedged risk are recorded in the Company’s Consolidated Balance Sheet with the corresponding gain or loss recognized in current earnings. The difference between changes in the fair values recognized in earnings of interest rate swap agreements and the hedged items represents hedge ineffectiveness and is recorded in the same income statement line item that is used to present the earnings effect of the hedged item in the Consolidated Statement of Income. In a cash flow hedge, the derivative’s unrealized gain or loss is initially recorded as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings.

The Company utilizes commitments to sell real estate loans to hedge the exposure to changes in the fair value of real estate loans held for sale. Commitments to originate real estate loans to be held for sale and commitments to sell real estate loans are generally recorded in the Consolidated Balance Sheet at estimated fair value. Valuation adjustments made on these commitments are included in Mortgage banking revenues in the Consolidated Statement of Income.

Derivative instruments not related to mortgage banking activities, including financial futures commitments and interest rate swap agreements, that do not satisfy the hedge accounting requirements are recorded at fair value and are generally classified as other assets or other liabilities with resultant changes in fair value being recognized in Trading account and other non-hedging derivative gains in the Consolidated Statement of Income.

Revenue from contracts with customers

A significant amount of the Company’s revenues are derived from net interest income on financial assets and liabilities, mortgage banking revenues, trading account and other non-hedging derivative gains, investment securities gains, loan and letter of credit fees, income from bank-owned life insurance, and certain other revenues that are generally excluded from the scope of accounting guidance for revenue from contracts with customers. For other noninterest income revenue streams, the Company generally recognizes the expected amount of consideration as revenue when the performance obligations related to the services under the terms of a contract are satisfied. The Company’s contracts generally do not contain terms that necessitate significant judgment to determine the amount of revenue to recognize.

Service charges on deposit accounts include fees deducted directly from customer account balances, such as account maintenance, insufficient funds and other transactional service charges, and also include debit card interchange revenue resulting from customer initiated transactions. Account maintenance charges are generally recognized as revenue on a monthly basis, whereas other fees are recognized after the respective service is provided.

Trust income includes revenues from a variety of trustee, agency, investment, cash management and administrative services, asset management, fiduciary services, and family office services. Trust fees may be billed in arrears or in advance and are recognized as revenue as the Company’s performance obligations are satisfied. Certain fees are based on a percentage of assets invested or under management and are recognized as the service is performed and constraints regarding the uncertainty of the amount of fees are resolved.

Brokerage services income includes revenues from the sale of mutual funds and annuities and securities brokerage fees. Such revenues are generally recognized at the time of transaction execution. Mutual fund and other distribution fees are recognized upon initial placement of customer funds as well as in future periods as such customers continue to hold amounts in those mutual funds.

Other revenues from operations include merchant discount and credit card interchange fees that are generally recognized when the cardholder’s transaction is approved and settled. Also included in other revenues from operations are insurance commissions, ATM surcharge fees, and advisory and other fees. Insurance commissions are recognized at the time the insurance policy is executed with the customer. Insurance renewal commissions are recognized upon subsequent renewal of the policy. ATM surcharge fees are included in revenue at the time of the respective ATM transaction. Advisory and other fees are generally recognized when the Company has satisfied its service obligation.

Stock-based compensation

Compensation expense is recognized over the vesting period of stock-based awards based on estimated grant date value, except that the recognition of compensation costs is accelerated for stock-based awards granted to retirement-eligible employees and employees who will become retirement-eligible prior to full vesting of the award because the Company’s incentive compensation plan allows for vesting at the time an employee retires. The Company may issue shares from treasury stock to the extent available or issue new shares to satisfy its obligations with respect to stock-based compensation awards.

Income taxes

Deferred tax assets and liabilities are recognized for the future tax effects attributable to differences between the financial statement value of existing assets and liabilities and their respective tax bases and carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates and laws.

The Company evaluates uncertain tax positions using the two-step process required by GAAP. The first step requires a determination of whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based

on the technical merits of the position. Under the second step, a tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

The Company accounts for its investments in qualified affordable housing projects using the proportional amortization method. Under that method, the Company amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. 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.

Earnings per common share

Basic earnings per common share exclude dilution and are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding (exclusive of shares represented by the unvested portion of restricted stock and restricted stock unit grants) and common shares issuable under deferred compensation arrangements during the period. Diluted earnings per common share reflect shares represented by the unvested portion of restricted stock and restricted stock unit grants and the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in earnings. Proceeds assumed to have been received on such exercise or conversion are assumed to be used to purchase shares of M&T common stock at the average market price during the period, as required by the "treasury stock method" of accounting.

GAAP requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) be considered participating securities and be included in the computation of earnings per common share pursuant to the two-class method. The Company has issued stock-based compensation awards in the form of restricted stock and restricted stock units that contain such rights and, accordingly, the Company’s earnings per common share are calculated using the two-class method.

Treasury stock

Repurchases of shares of M&T common stock are recorded at cost as a reduction of shareholders’ equity. Reissuances of shares of treasury stock are recorded at average cost.

Recent accounting developments

The following table provides a description of accounting standards that were adopted by the Company in 2024. 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.

			Standard									Description									Required date of adoption									Effect on consolidated financial statements
			Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method									The amendments permit an election to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the income tax credits and other income tax benefits received and the net amortization and income tax credits and other income tax benefits are recognized in the income statement as a component of income tax expense.									January 1, 2024									As described in note 18, the Company adopted the amended guidance effective January 1, 2024 using a modified retrospective transition. The guidance did not have a material impact on the Company's consolidated financial statements.
			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.

**2.**Acquisition and divestitures

Acquisition

On April 1, 2022, M&T completed the acquisition of People's United. Through 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 merger, 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, the principal banking subsidiary of M&T, with M&T Bank as the surviving entity. The results of operations acquired from People's United have been included in the Company's financial results since 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). M&T issued 50,325,004 common shares in completing the transaction. Additionally, People’s United outstanding preferred stock was converted into new shares of Series H Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock. 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 a larger company.

The People’s United transaction has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and preferred stock converted were recorded at estimated fair value on the acquisition date. The consideration paid for People’s United common equity and the amounts of identifiable assets acquired, liabilities assumed and preferred stock converted as of the acquisition date follows.

(Dollars in millions)
Consideration:
Common stock issued (50,325,004 shares)			$	8,286
Common stock awards converted			105
Cash			2
Total consideration			8,393
Net assets acquired:
Identifiable assets:
Cash and due from banks			396
Interest-bearing deposits at banks			9,193
Investment securities			11,575
Loans and leases			35,841
Core deposit and other intangible assets			261
Other assets			2,979
Total identifiable assets acquired			60,245
Liabilities and preferred stock:
Deposits			52,968
Borrowings			1,389
Other liabilities			1,142
Total liabilities assumed			55,499
Preferred stock			261
Total liabilities and preferred stock			55,760
Net assets acquired			4,485
Goodwill			$	3,908

The following is a description of the methodologies used to estimate the fair values of the significant assets acquired, liabilities assumed and preferred stock converted at the acquisition date:

Cash and due from banks and interest-bearing deposits at banks: Given the short-term nature of these assets, the carrying amount was determined to be a reasonable estimate of fair value.

Investment securities: Investment securities have been determined using quoted market prices, if available. If quoted market prices were not available, investment securities were valued by reference to quoted prices for similar securities or through model-based techniques.

Loans and leases: The fair values of loans and leases were generally based on a discounted cash flow methodology that considered market interest rates, expected credit losses, prepayment assumptions and other market factors for loans with similar characteristics including loan type, collateral, fixed or variable interest rate and credit risk characteristics. Expected credit losses were determined based on credit characteristics and other factors such as default and recovery rates of similar products.

Core deposit and other intangible assets: The core deposit intangible asset represents the value of certain customer deposit relationships. The fair value of the core deposit intangible asset was based on a discounted cash flow methodology that considered expected customer attrition rates, costs associated with maintaining the deposit relationships and alternative funding costs. Other intangible assets were also valued using expected and contractual cash flows.

Deposits: The fair value of deposits with no maturity date was determined to be the amount payable on demand at the acquisition date. The fair value of time deposits was determined by

discounting contractual cash flows using market interest rates for instruments with like remaining maturities.

Borrowings: The fair value of borrowings was determined using quoted market prices for the instrument, if available. If quoted market prices for the instrument were not available, similar instruments with quoted market prices were referenced.

Preferred stock: The fair value of preferred stock converted was determined using quoted market prices.

GAAP requires loans and leases obtained through an acquisition that have experienced a more-than-insignificant deterioration in credit quality since origination be considered PCD. The Company considered several factors in the determination of PCD loans, including loan grades assigned to acquired commercial and industrial loans and leases and commercial real estate loans utilizing the Company's loan grading system and delinquency status and history for acquired loans backed by residential real estate. For PCD loans and leases, the initial estimate of expected credit losses of $99 million was established through an adjustment to increase both the initial carrying value and the allowance for credit losses. GAAP also provides that an allowance for credit losses on loans acquired, but not classified as PCD, also be recognized above and beyond the impact of forecasted losses used in determining fair value. Accordingly, the Company recorded $242 million of provision for credit losses for non-PCD acquired loans and leases at the acquisition date. The following table reconciles the unpaid principal balance to the fair value of loans and leases at April 1, 2022:

(Dollars in millions)			PCD						Non-PCD
Unpaid principal balance			$	3,411		(a)			$	32,896
Allowance for credit losses at acquisition			(99)			(a)			—
Other discount			(107)						(260)			(b)
Fair value			$	3,205					$	32,636

__________________________________________________________________________________

*(a)*The unpaid principal balance and allowance for credit losses at acquisition is net of charge-offs of $33 million recognized on the PCD loans.

*(b)*Includes approximately $242 million of principal balances not expected to be collected.

Due to the integration of People's United operating systems and activities with those of the Company, the Company's ability to report on the former operations of People's United is inherently limited. The Company estimates that included in the Consolidated Statement of Income from the acquisition date through December 31, 2022 are total revenues of approximately $1.6 billion and net income of approximately $165 million related to the acquisition of People's United.

The following table presents certain pro forma information as if People’s United had been acquired on January 1, 2021. These results combine the historical results of People’s United into the Company’s Consolidated Statement of Income and, while adjustments were made for the estimated impact of certain fair valuation adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place as indicated. For example, merger-related expenses noted below are included in the periods where such expenses were incurred. Additionally, the Company expects to achieve operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts that follow:

			Pro forma (Unaudited)
(Dollars in millions)			2022
Total revenues (a)			$	8,631
Net income			2,158

__________________________________________________________________________________

*(a)*Represents the total of net interest income and other income.

In connection with the People’s United acquisition, the Company incurred merger-related expenses related to systems conversions and other costs of integrating and conforming acquired operations with and into the Company. Those expenses consisted largely of professional services, temporary help fees and other costs associated with systems conversions and/or integration of operations and the introduction of the Company to its new customers; costs related to termination of existing contractual arrangements for various services; initial marketing and promotion expenses designed to introduce M&T Bank to its new customers; severance (for former People’s United employees); and other costs of completing the transaction and commencing operations in new markets and offices. The Company did not incur any People's United merger-related expenses during 2023 or 2024. A summary of merger-related expenses included in the Consolidated Statement of Income in 2022 follows.

(Dollars in millions)			2022
Salaries and employee benefits			$	102
Equipment and net occupancy			7
Outside data processing and software			5
Professional and other services			72
Advertising and marketing			9
Other cost of operations			143
Other expense			$	338

The Company also recognized a $242 million provision for credit losses on acquired loans that were not deemed to be PCD on April 1, 2022. GAAP requires that acquired loans be recorded at estimated fair value, which includes the use of interest rate and expected credit loss assumptions to forecast estimated cash flows. GAAP also provides that an allowance for credit losses on loans acquired, but not classified as PCD also be recognized above and beyond the impact of forecasted losses used in determining the fair value of acquired loans. Accordingly, the Company recorded a $242 million provision for credit losses related to such loans obtained in the People's United transaction.

Divestitures

On April 29, 2023, Wilmington Trust, N.A., a wholly owned subsidiary of M&T, sold its CIT business to a private equity firm. The transaction resulted in a pre-tax gain of $225 million ($157 million after-tax effect) that has been included in Other revenues from operations in the Consolidated Statement of Income for the year ended December 31, 2023. Prior to the sale, the CIT business contributed $60 million and $165 million to trust income in 2023 and 2022, respectively. After considering expenses, the results of operations from the CIT business were not material to the Company's consolidated results of operations in either of those years.

On October 31, 2022, M&T Bank sold MTIA, a wholly owned insurance agency subsidiary of M&T Bank, to Arthur J. Gallagher & Co. The Company recognized a pre-tax gain on the sale of $136 million ($98 million after-tax effect) that has been included in Other revenues from operations in the Consolidated Statement of Income for the year ended December 31, 2022. MTIA had assets of $18 million and shareholders' equity of $6 million at the time of the divestiture. Prior to the sale, MTIA recorded revenues of $34 million in 2022. After considering expenses, the results of operations from MTIA were not material to the Company's consolidated results of operations in 2022.

**3.**Investment securities

The amortized cost and estimated fair value of investment securities were as follows:

(Dollars in millions)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
December 31, 2024
Investment securities available for sale:
U.S. Treasury			$	7,945					$	13					$	27					$	7,931
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			3,739						8						45						3,702
Residential			7,368						13						167						7,214
Other			2						—						—						2
			19,054						34						239						18,849
Investment securities held to maturity:
U.S. Treasury			1,015						—						14						1,001
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			2,034						—						157						1,877
Residential			8,773						—						961						7,812
Privately issued			37						9						—						46
State and political subdivisions			2,335						—						117						2,218
Other			1						—						—						1
			14,195						9						1,249						12,955
Total debt securities			$	33,249					$	43					$	1,488					$	31,804
Equity and other securities:
Readily marketable equity — at fair value			$	235					$	3					$	3					$	235
Other — at cost			772						—						—						772
Total equity and other securities			$	1,007					$	3					$	3					$	1,007
December 31, 2023
Investment securities available for sale:
U.S. Treasury			$	7,818					$	—					$	113					$	7,705
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			425						—						9						416
Residential			2,272						—						118						2,154
Other			176						—						11						165
			10,691						—						251						10,440
Investment securities held to maturity:
U.S. Treasury			1,005						—						31						974
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			2,033						—						130						1,903
Residential			9,747						4						802						8,949
Privately issued			42						9						5						46
State and political subdivisions			2,501						—						67						2,434
Other			2						—						—						2
			15,330						13						1,035						14,308
Total debt securities			$	26,021					$	13					$	1,286					$	24,748
Equity and other securities:
Readily marketable equity — at fair value			$	266					$	5					$	3					$	268
Other — at cost			859						—						—						859
Total equity and other securities			$	1,125					$	5					$	3					$	1,127

No investment in securities of a single non-U.S. Government, government agency or government guaranteed issuer exceeded ten percent of shareholders’ equity at December 31, 2024. As of December 31, 2024, the latest available investment ratings of obligations of states and political subdivisions, privately issued mortgage-backed securities and other debt securities were as follows:

															Average Credit Rating of Fair Value Amount
(Dollars in millions)			Amortized Cost						Estimated Fair Value						A or Better																								Not Rated
State and political subdivisions			$	2,335					$	2,218					$	2,212																							$	6
Privately issued mortgage-backed securities			37						46						—																								46
Other			3						3						2																								1

Gross realized gains and losses from the sales of investment securities totaled $27 million and $15 million in 2024, respectively. There were no significant gross realized gains or losses from sales of investment securities in 2023 or 2022.

At December 31, 2024, the amortized cost and estimated fair value of debt securities by contractual maturity were as follows:

(Dollars in millions)			Amortized Cost						Estimated Fair Value
Debt securities available for sale:
Due in one year or less			$	2,940					$	2,929
Due after one year through five years			5,007						5,004
Due after five years through ten years			—						—
Due after ten years			—						—
			7,947						7,933
Mortgage-backed securities			11,107						10,916
			$	19,054					$	18,849
Debt securities held to maturity:
Due in one year or less			$	602					$	602
Due after one year through five years			635						618
Due after five years through ten years			1,491						1,432
Due after ten years			623						568
			3,351						3,220
Mortgage-backed securities			10,844						9,735
			$	14,195					$	12,955

A summary of investment securities that as of December 31, 2024 and 2023 had been in a continuous unrealized loss position for less than twelve months and those that had been in a continuous unrealized loss position for twelve months or longer follows:

			Less Than 12 Months												12 Months or More
(Dollars in millions)			Fair Value						Unrealized Losses						Fair Value						Unrealized Losses
December 31, 2024
Investment securities available for sale:
U.S. Treasury			$	1,971					$	9					$	2,554					$	18
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			2,566						45						64						—
Residential			4,429						53						1,623						114
Other			—						—						2						—
			8,966						107						4,243						132
Investment securities held to maturity:
U.S. Treasury			50						—						951						14
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			—						—						1,877						157
Residential			996						19						6,811						942
Privately issued			—						—						—						—
State and political subdivisions			39						1						2,131						116
			1,085						20						11,770						1,229
Total			$	10,051					$	127					$	16,013					$	1,361
December 31, 2023
Investment securities available for sale:
U.S. Treasury			$	229					$	1					$	7,474					$	112
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			74						1						330						8
Residential			151						2						1,959						116
Other			6						—						154						11
			460						4						9,917						247
Investment securities held to maturity:
U.S. Treasury			50						—						924						31
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			328						9						1,575						121
Residential			955						11						7,139						791
Privately issued			—						—						34						5
State and political subdivisions			218						3						2,172						64
			1,551						23						11,844						1,012
Total			$	2,011					$	27					$	21,761					$	1,259

The Company owned 3,820 individual debt securities with aggregate gross unrealized losses of $1.5 billion at December 31, 2024. Based on a review of each of the securities in the investment securities portfolio at December 31, 2024, the Company concluded that it expected to recover the amortized cost basis of its investment. As of December 31, 2024, the Company does not intend to sell nor is it anticipated that it would be required to sell any of its impaired investment securities at a loss. At December 31, 2024, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $772 million of cost method equity securities.

The Company estimated no material allowance for credit losses for its investment securities classified as held-to-maturity at December 31, 2024 or 2023.

At December 31, 2024 and 2023, investment securities with carrying values of $6.2 billion (including $71 million related to repurchase transactions) and $8.2 billion (including $393 million related to repurchase transactions), respectively, were pledged to secure borrowings, lines of credit and governmental deposits as described in note 8.

**4.**Loans and leases and allowance for credit losses

A summary of current, past due and nonaccrual loans as of December 31, 2024 and 2023 follows:

(Dollars in millions)			Current						30-89 Days Past Due						Accruing Loans Past Due 90 Days or More						Nonaccrual						Total (a)
December 31, 2024
Commercial and industrial			$	60,374					$	399					$	12					$	696					$	61,481
Real estate:
Commercial (b)			20,054						255						3						468						20,780
Residential builder and developer			830						3						—						2						835
Other commercial construction			5,018						65						—						66						5,149
Residential (c)			21,853						719						315						279						23,166
Consumer:
Home equity lines and loans			4,482						29						—						81						4,592
Recreational finance			12,429						104						—						31						12,564
Automobile			4,724						58						—						12						4,794
Other			2,134						23						8						55						2,220
Total			$	131,898					$	1,655					$	338					$	1,690					$	135,581
December 31, 2023
Commercial and industrial			$	56,091					$	238					$	11					$	670					$	57,010
Real estate:
Commercial (b)			24,072						311						25						869						25,277
Residential builder and developer			1,065						5						—						3						1,073
Other commercial construction			6,322						159						1						171						6,653
Residential (c)			21,905						794						295						270						23,264
Consumer:
Home equity lines and loans			4,528						40						—						81						4,649
Recreational finance			9,935						87						—						36						10,058
Automobile			3,918						60						—						14						3,992
Other			2,003						30						7						52						2,092
Total			$	129,839					$	1,724					$	339					$	2,166					$	134,068

__________________________________________________________________________________

*(a)*Balances include net discounts, comprised of unamortized premiums, discounts and net deferred loan fees and costs, of $277 million and $361 million at December 31, 2024 and 2023, respectively.

*(b)*Commercial real estate loans held for sale were $310 million at December 31, 2024 and $189 million at December 31, 2023.

*(c)*One-to-four family residential mortgage loans held for sale were $211 million at December 31, 2024 and $190 million at December 31, 2023.

The amount of foreclosed property held by the Company, predominantly consisting of residential real estate, was $35 million and $39 million at December 31, 2024 and 2023, respectively. There were $173 million and $170 million at December 31, 2024 and 2023, respectively, of loans secured by residential real estate that were in the process of foreclosure. Of all loans in the process of foreclosure at December 31, 2024, approximately 37% were government guaranteed.

Borrowings by directors and certain officers of M&T and its banking subsidiaries, and by associates of such persons, exclusive of loans aggregating less than $60,000, amounted to $50 million and $116 million at December 31, 2024 and 2023, respectively. During 2024, new

borrowings by such persons amounted to less than $1 million (including any borrowings of new directors or officers that were outstanding at the time of their election) and repayments and other reductions (including reductions resulting from individuals ceasing to be directors or officers) were $66 million.

At December 31, 2024, approximately $20.7 billion of commercial and industrial loans, $14.6 billion of commercial real estate loans, $18.6 billion of one-to-four family residential real estate loans, $2.7 billion of home equity loans and lines of credit and $13.1 billion of other consumer loans were pledged to secure outstanding borrowings and available lines of credit from the FHLB and the FRB of New York as described in note 8. As further described in notes 8 and 18 at December 31, 2024, approximately $1.5 billion of loans and leases remain in special purpose trusts as collateral for certain asset-backed notes issued by M&T Bank.

Credit quality indicators

The Company utilizes a loan grading system to differentiate risk amongst its commercial and industrial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible "pass" loan grades and are generally ascribed lower loss factors when determining the allowance for credit losses. Loans with an elevated level of credit risk are designated as "criticized" and are ascribed a higher loss factor when determining the allowance for credit losses. Criticized loans may be designated as "nonaccrual" if the Company no longer expects to collect all amounts according to the contractual terms of the loan agreement or the loan is delinquent 90 days or more.

Line of business personnel in different geographic locations with support from and review by the Company’s credit risk personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. Factors considered in assigning loan grades include borrower-specific information related to expected future cash flows and operating results, collateral values, geographic location, financial condition and performance, payment status, and other information. The Company’s policy is that, at least annually, updated financial information be obtained from commercial borrowers associated with pass grade loans and additional analysis performed. On a quarterly basis, the Company’s credit personnel reviews criticized commercial and industrial loans and commercial real estate loans greater than $5 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing.

The following table summarizes the loan grades applied at December 31, 2024 to the various classes of the Company’s commercial and industrial loans and commercial real estate loans and gross charge-offs for those types of loans for the year then ended by origination year.

			Term Loans by Origination Year																																				Revolving Loans						Revolving Loans Converted to Term Loans
(Dollars in millions)			2024						2023						2022						2021						2020						Prior												Total
Commercial and industrial:
Pass			$	9,021					$	6,454					$	5,845					$	3,258					$	1,534					$	5,147					$	26,262					$	79					$	57,600
Criticized accrual			189						385						402						210						75						528						1,359						37						3,185
Criticized nonaccrual			11						56						98						41						59						220						194						17						696
Total commercial and industrial			$	9,221					$	6,895					$	6,345					$	3,509					$	1,668					$	5,895					$	27,815					$	133					$	61,481
Gross charge-offs year ended December 31, 2024			$	7					$	33					$	60					$	23					$	30					$	37					$	126					$	—					$	316
Real estate:
Commercial:
Pass			$	674					$	1,477					$	1,358					$	1,222					$	1,774					$	9,611					$	413					$	—					$	16,529
Criticized accrual			39						389						665						253						591						1,839						7						—						3,783
Criticized nonaccrual			1						1						53						26						17						369						1						—						468
Total commercial real estate			$	714					$	1,867					$	2,076					$	1,501					$	2,382					$	11,819					$	421					$	—					$	20,780
Gross charge-offs year ended December 31, 2024			$	—					$	4					$	—					$	1					$	5					$	104					$	—					$	—					$	114
Residential builder and developer:
Pass			$	380					$	236					$	40					$	12					$	4					$	10					$	60					$	—					$	742
Criticized accrual			15						42						34						—						—						—						—						—						91
Criticized nonaccrual			1						—						—						—						—						1						—						—						2
Total residential builder and developer			$	396					$	278					$	74					$	12					$	4					$	11					$	60					$	—					$	835
Gross charge-offs year ended December 31, 2024			$	—					$	—					$	—					$	—					$	—					$	3					$	—					$	—					$	3
Other commercial construction:
Pass			$	108					$	1,395					$	1,091					$	269					$	175					$	379					$	42					$	—					$	3,459
Criticized accrual			42						104						687						346						297						145						3						—						1,624
Criticized nonaccrual			—						—						17						33						—						16						—						—						66
Total other commercial construction			$	150					$	1,499					$	1,795					$	648					$	472					$	540					$	45					$	—					$	5,149
Gross charge-offs year ended December 31, 2024			$	—					$	—					$	2					$	—					$	—					$	13					$	2					$	—					$	17

The Company considers repayment performance a significant indicator of credit quality for its residential real estate loan and consumer loan portfolios. A summary of loans in accrual and nonaccrual status at December 31, 2024 for the various classes of the Company’s residential real estate loans and consumer loans and gross charge-offs for those types of loans for the year then ended by origination year follows:

			Term Loans by Origination Year																																				Revolving Loans						Revolving Loans Converted to Term Loans
(Dollars in millions)			2024						2023						2022						2021						2020						Prior												Total
Residential:
Current			$	2,264					$	1,354					$	4,394					$	3,488					$	2,376					$	7,874					$	103					$	—					$	21,853
30-89 days past due			12						9						111						77						38						472						—						—						719
Accruing loans past due 90 days or more			1						7						39						47						20						201						—						—						315
Nonaccrual			—						2						27						16						5						226						3						—						279
Total residential			$	2,277					$	1,372					$	4,571					$	3,628					$	2,439					$	8,773					$	106					$	—					$	23,166
Gross charge-offs year ended December 31, 2024			$	—					$	—					$	—					$	—					$	—					$	6					$	—					$	—					$	6
Consumer:
Home equity lines and loans:
Current			$	—					$	—					$	—					$	2					$	2					$	91					$	3,085					$	1,302					$	4,482
30-89 days past due			—						—						—						—						—						2						—						27						29
Accruing loans past due 90 days or more			—						—						—						—						—						—						—						—						—
Nonaccrual			—						—						—						—						—						2						—						79						81
Total home equity lines and loans			$	—					$	—					$	—					$	2					$	2					$	95					$	3,085					$	1,408					$	4,592
Gross charge-offs year ended December 31, 2024			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	4					$	4
Recreational finance:
Current			$	3,918					$	2,203					$	2,044					$	1,661					$	1,100					$	1,503					$	—					$	—					$	12,429
30-89 days past due			13						18						15						20						15						23						—						—						104
Accruing loans past due 90 days or more			—						—						—						—						—						—						—						—						—
Nonaccrual			3						6						6						5						4						7						—						—						31
Total recreational finance			$	3,934					$	2,227					$	2,065					$	1,686					$	1,119					$	1,533					$	—					$	—					$	12,564
Gross charge-offs year ended December 31, 2024			$	8					$	20					$	24					$	20					$	16					$	27					$	—					$	—					$	115
Automobile:
Current			$	2,264					$	775					$	740					$	632					$	220					$	93					$	—					$	—					$	4,724
30-89 days past due			11						13						13						12						5						4						—						—						58
Accruing loans past due 90 days or more			—						—						—						—						—						—						—						—						—
Nonaccrual			2						2						3						2						1						2						—						—						12
Total automobile			$	2,277					$	790					$	756					$	646					$	226					$	99					$	—					$	—					$	4,794
Gross charge-offs year ended December 31, 2024			$	3					$	9					$	9					$	7					$	3					$	3					$	—					$	—					$	34
Other:
Current			$	259					$	152					$	102					$	71					$	16					$	18					$	1,515					$	1					$	2,134
30-89 days past due			4						2						1						1						—						—						14						1						23
Accruing loans past due 90 days or more			—						—						—						—						—						—						8						—						8
Nonaccrual			2						1						1						—						—						—						51						—						55
Total other			$	265					$	155					$	104					$	72					$	16					$	18					$	1,588					$	2					$	2,220
Gross charge-offs year ended December 31, 2024			$	16					$	11					$	9					$	5					$	1					$	2					$	60					$	—					$	104
Total loans and leases at December 31, 2024			$	19,234					$	15,083					$	17,786					$	11,704					$	8,328					$	28,783					$	33,120					$	1,543					$	135,581
Total gross charge-offs for the year ended December 31, 2024			$	34					$	77					$	104					$	56					$	55					$	195					$	188					$	4					$	713

The following table summarizes the loan grades applied at December 31, 2023 to the various classes of the Company’s commercial and industrial loans and commercial real estate loans and gross charge-offs for those types of loans for the year then ended by origination year.

			Term Loans by Origination Year																																				Revolving Loans						Revolving Loans Converted to Term Loans						Total
(Dollars in millions)			2023						2022						2021						2020						2019						Prior
Commercial and industrial:
Pass			$	8,689					$	8,087					$	4,800					$	2,248					$	2,169					$	4,843					$	22,345					$	70					$	53,251
Criticized accrual			292						279						277						142						127						481						1,460						31						3,089
Criticized nonaccrual			29						68						56						75						36						150						243						13						670
Total commercial and industrial			$	9,010					$	8,434					$	5,133					$	2,465					$	2,332					$	5,474					$	24,048					$	114					$	57,010
Gross charge-offs year ended December 31, 2023			$	10					$	45					$	18					$	13					$	10					$	19					$	17					$	—					$	132
Real estate:
Commercial:
Pass			$	2,048					$	1,742					$	1,367					$	2,011					$	3,059					$	8,491					$	440					$	—					$	19,158
Criticized accrual			227						891						465						456						966						2,238						7						—						5,250
Criticized nonaccrual			—						46						3						113						93						611						3						—						869
Total commercial real estate			$	2,275					$	2,679					$	1,835					$	2,580					$	4,118					$	11,340					$	450					$	—					$	25,277
Gross charge-offs year ended December 31, 2023			$	—					$	—					$	—					$	—					$	112					$	129					$	—					$	—					$	241
Residential builder and developer:
Pass			$	530					$	252					$	41					$	6					$	2					$	12					$	116					$	—					$	959
Criticized accrual			1						18						30						—						59						—						3						—						111
Criticized nonaccrual			—						—						3						—						—						—						—						—						3
Total residential builder and developer			$	531					$	270					$	74					$	6					$	61					$	12					$	119					$	—					$	1,073
Gross charge-offs year ended December 31, 2023			$	—					$	—					$	—					$	—					$	—					$	—					$	2					$	—					$	2
Other commercial construction:
Pass			$	813					$	1,366					$	651					$	373					$	646					$	187					$	30					$	—					$	4,066
Criticized accrual			53						391						390						691						565						326						—						—						2,416
Criticized nonaccrual			—						14						10						46						50						49						2						—						171
Total other commercial construction			$	866					$	1,771					$	1,051					$	1,110					$	1,261					$	562					$	32					$	—					$	6,653
Gross charge-offs year ended December 31, 2023			$	—					$	—					$	—					$	—					$	3					$	7					$	—					$	—					$	10

A summary of loans in accrual and nonaccrual status at December 31, 2023 for the various classes of the Company’s residential real estate loans and consumer loans and gross charge-offs for those types of loans for the year then ended by origination year follows.

			Term Loans by Origination Year																																				Revolving Loans						Revolving Loans Converted to Term Loans
(Dollars in millions)			2023						2022						2021						2020						2019						Prior												Total
Residential:
Current			$	1,726					$	4,709					$	3,732					$	2,543					$	1,215					$	7,885					$	95					$	—					$	21,905
30-89 days past due			18						120						88						52						28						488						—						—						794
Accruing loans past due 90 days or more			1						30						28						17						14						205						—						—						295
Nonaccrual			1						17						10						3						4						234						1						—						270
Total residential			$	1,746					$	4,876					$	3,858					$	2,615					$	1,261					$	8,812					$	96					$	—					$	23,264
Gross charge-offs year ended December 31, 2023			$	—					$	—					$	1					$	—					$	3					$	6					$	—					$	—					$	10
Consumer:
Home equity lines and loans:
Current			$	—					$	—					$	2					$	2					$	13					$	98					$	3,022					$	1,391					$	4,528
30-89 days past due			—						—						—						—						—						3						—						37						40
Accruing loans past due 90 days or more			—						—						—						—						—						—						—						—						—
Nonaccrual			—						—						—						—						—						5						3						73						81
Total home equity lines and loans			$	—					$	—					$	2					$	2					$	13					$	106					$	3,025					$	1,501					$	4,649
Gross charge-offs year ended December 31, 2023			$	—					$	—					$	—					$	—					$	—					$	—					$	1					$	5					$	6
Recreational finance:
Current			$	2,653					$	2,338					$	1,857					$	1,286					$	781					$	1,020					$	—					$	—					$	9,935
30-89 days past due			11						16						19						14						11						16						—						—						87
Accruing loans past due 90 days or more			—						—						—						—						—						—						—						—						—
Nonaccrual			3						5						8						6						5						9						—						—						36
Total recreational finance			$	2,667					$	2,359					$	1,884					$	1,306					$	797					$	1,045					$	—					$	—					$	10,058
Gross charge-offs year ended December 31, 2023			$	4					$	13					$	14					$	12					$	9					$	16					$	—					$	—					$	68
Automobile:
Current			$	1,063					$	1,096					$	1,047					$	427					$	198					$	87					$	—					$	—					$	3,918
30-89 days past due			8						15						17						9						6						5						—						—						60
Accruing loans past due 90 days or more			—						—						—						—						—						—						—						—						—
Nonaccrual			2						3						3						2						2						2						—						—						14
Total automobile			$	1,073					$	1,114					$	1,067					$	438					$	206					$	94					$	—					$	—					$	3,992
Gross charge-offs year ended December 31, 2023			$	2					$	6					$	7					$	3					$	2					$	3					$	—					$	—					$	23
Other:
Current			$	250					$	176					$	118					$	33					$	13					$	18					$	1,392					$	3					$	2,003
30-89 days past due			3						3						2						—						—						1						20						1						30
Accruing loans past due 90 days or more			—						—						—						—						—						—						7						—						7
Nonaccrual			2						1						1						—						—						—						48						—						52
Total other			$	255					$	180					$	121					$	33					$	13					$	19					$	1,467					$	4					$	2,092
Gross charge-offs year ended December 31, 2023			$	18					$	17					$	7					$	3					$	3					$	10					$	20					$	—					$	78
Total loans and leases at December 31, 2023			$	18,423					$	21,683					$	15,025					$	10,555					$	10,062					$	27,464					$	29,237					$	1,619					$	134,068
Total gross charge-offs for the year ended December 31, 2023			$	34					$	81					$	47					$	31					$	142					$	190					$	40					$	5					$	570

Allowance for credit losses

For purposes of determining the level of the allowance for credit losses, the Company evaluates its loan and lease portfolios by type. Changes in the allowance for credit losses for the years ended December 31, 2024, 2023 and 2022 were as follows:

			Commercial and Industrial						Real Estate												Consumer						Total
(Dollars in millions)						Commercial						Residential
2024
Beginning balance			$	620					$	764					$	116					$	629					$	2,129
Provision for credit losses			429						(89)						(8)						278						610
Net charge-offs:
Charge-offs			(316)						(134)						(6)						(257)						(713)
Recoveries			36						58						6						58						158
Net charge-offs			(280)						(76)						—						(199)						(555)
Ending balance			$	769					$	599					$	108					$	708					$	2,184
2023
Beginning balance			$	568					$	611					$	115					$	631					$	1,925
Provision for credit losses			132						394						4						115						645
Net charge-offs:
Charge-offs			(132)						(253)						(10)						(175)						(570)
Recoveries			52						12						7						58						129
Net charge-offs			(80)						(241)						(3)						(117)						(441)
Ending balance			$	620					$	764					$	116					$	629					$	2,129
2022
Beginning balance			$	335					$	506					$	72					$	556					$	1,469
Allowance on acquired PCD loans			48						49						2						—						99
Provision for credit losses (a)			244						93						43						137						517
Net charge-offs:
Charge-offs (b)			(119)						(60)						(12)						(112)						(303)
Recoveries			60						23						10						50						143
Net charge-offs			(59)						(37)						(2)						(62)						(160)
Ending balance			$	568					$	611					$	115					$	631					$	1,925

__________________________________________________________________________________

*(a)*Includes $242 million related to non-PCD acquired loans recorded on April 1, 2022.

*(b)*For the year ended December 31, 2022, net charge-offs do not reflect $33 million of charge-offs related to PCD loans acquired on April 1, 2022.

Despite the allocation in the preceding tables, the allowance for credit losses is general in nature and is available to absorb losses from any loan or lease type. In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators, including loan grade and borrower repayment performance, can inform the models, which have been statistically developed based on historical correlations of credit losses with prevailing economic metrics, including unemployment, GDP and real estate prices. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model

performance to actual realized results. At each of December 31, 2024 and 2023, the Company utilized a reasonable and supportable forecast period of two years. Subsequent to this forecast period the Company reverted, ratably over a one-year period, to historical loss experience to inform its estimate of losses for the remaining contractual life of each portfolio. In determining the allowance for credit losses, the Company 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 in its quantitative methodologies including the impact of portfolio concentrations, imprecision in its economic forecasts, geopolitical conditions and other risk factors that might influence its loss estimation process.

The Company also estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes. The amounts of specific loss components in the Company’s loan and lease portfolios are determined through a loan-by-loan analysis of larger balance commercial and industrial loans and commercial real estate loans that are in nonaccrual status. Such loss estimates are typically based on expected future cash flows, collateral values and other factors that may impact the borrower’s ability to pay. To the extent that those loans are collateral-dependent, they are evaluated based on the fair value of the loan’s collateral as estimated at or near the financial statement date. As the quality of a loan deteriorates to the point of designating the loan as "criticized nonaccrual," the process of obtaining updated collateral valuation information is usually initiated, unless it is not considered warranted given factors such as the relative size of the loan, the characteristics of the collateral or the age of the last valuation. In those cases where current appraisals may not yet be available, prior appraisals are utilized with adjustments, as deemed necessary, for estimates of subsequent declines in values as determined by line of business and/or loan workout personnel. Those adjustments are reviewed and assessed for reasonableness by the Company’s credit risk personnel. Accordingly, for real estate collateral securing larger nonaccrual commercial and industrial loans and commercial real estate loans, estimated collateral values are generally based on current appraisals and estimates of value. For non-real estate loans, collateral is assigned a discounted estimated liquidation value and, depending on the nature of the collateral, is verified through field exams or other procedures. In assessing collateral, real estate and non-real estate values are reduced by an estimate of selling costs.

For residential real estate loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged-off to estimated net collateral value shortly after the Company is notified of such filings. When evaluating individual home equity loans and lines of credit for charge-off and for purposes of estimating losses in determining the allowance for credit losses, the Company gives consideration to the required repayment of any first lien positions related to collateral property. Other consumer loans are generally charged-off when the loans are 91 to 180 days past due, depending on whether the loan is collateralized and the status of repossession activities with respect to such collateral.

Changes in the amount of the allowance for credit losses reflect the outcome of the procedures described herein, including the impact of changes in macroeconomic forecasts as compared with previous forecasts, as well as the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that might influence the loss estimation process.

The Company's reserve for off-balance sheet credit exposures was not material at December 31, 2024 and 2023.

Information with respect to loans and leases that were considered nonaccrual at the beginning and end of the reporting period and the interest income recognized on such loans for the years ended December 31, 2024, 2023 and 2022 follows.

			Amortized Cost with Allowance						Amortized Cost without Allowance						Total						Amortized Cost						Interest Income Recognized
(Dollars in millions)			December 31, 2024																		January 1, 2024						Year Ended December 31, 2024
Commercial and industrial			$	516					$	180					$	696					$	670					$	23
Real estate:
Commercial			328						140						468						869						43
Residential builder and developer			2						—						2						3						1
Other commercial construction			60						6						66						171						4
Residential			137						142						279						270						15
Consumer:
Home equity lines and loans			36						45						81						81						6
Recreational finance			21						10						31						36						—
Automobile			9						3						12						14						—
Other			54						1						55						52						—
Total			$	1,163					$	527					$	1,690					$	2,166					$	92
(Dollars in millions)			December 31, 2023																		January 1, 2023						Year Ended December 31, 2023
Commercial and industrial			$	397					$	273					$	670					$	504					$	22
Real estate:
Commercial			288						581						869						1,240						29
Residential builder and developer			3						—						3						1						—
Other commercial construction			71						100						171						125						2
Residential			100						170						270						350						17
Consumer:
Home equity lines and loans			42						39						81						85						7
Recreational finance			24						12						36						45						1
Automobile			9						5						14						40						—
Other			52						—						52						49						—
Total			$	986					$	1,180					$	2,166					$	2,439					$	78
(Dollars in millions)			December 31, 2022																		January 1, 2022						Year Ended December 31, 2022
Commercial and industrial			$	212					$	292					$	504					$	371					$	26
Real estate:
Commercial			366						874						1,240						919						14
Residential builder and developer			1						—						1						3						2
Other commercial construction			59						66						125						111						4
Residential			195						155						350						479						26
Consumer:
Home equity lines and loans			43						42						85						70						4
Recreational finance			37						8						45						28						1
Automobile			35						5						40						34						—
Other			49						—						49						45						—
Total			$	997					$	1,442					$	2,439					$	2,060					$	77

Loan modifications

During the normal course of business, the Company modifies loans to maximize recovery efforts from borrowers experiencing financial difficulty. Such loan modifications typically include extensions of maturity dates but may also include other modified terms. Those modified loans may be considered nonaccrual if the Company does not expect to collect the contractual cash flows owed under the loan agreement. On January 1, 2023, the Company adopted amended guidance that eliminated the accounting guidance for troubled debt restructurings while expanding disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amended guidance also requires disclosure of current period gross charge-offs by year of origination. The table that follows summarizes the Company’s loan modification activities to borrowers experiencing financial difficulty for the years ended December 31, 2024 and 2023:

			Amortized Cost (a)
(Dollars in millions)			Term Extension						Other (b)						Combination of Modification Types (c)						Total (d) (e)						Percent of Total Loan Class
Year Ended December 31, 2024
Commercial and industrial			$	212					$	84					$	7					$	303					.49		%
Real estate:
Commercial			509						2						4						515						2.48
Residential builder and developer			2						—						—						2						.29
Other commercial construction			130						—						—						130						2.53
Residential			146						14						17						177						.76
Consumer:
Home equity lines and loans			1						—						1						2						.04
Recreational finance			1						—						—						1						.01
Automobile			—						—						—						—						—
Other			—						—						—						—						—
Total			$	1,001					$	100					$	29					$	1,130					.83%

Year Ended December 31, 2023
Commercial and industrial			$	169					$	27					$	2					$	198					.35		%
Real estate:
Commercial			610						—						41						651						2.57
Residential builder and developer			69						2						—						71						6.63
Other commercial construction			480						—						8						488						7.34
Residential			148						23						6						177						.76
Consumer:
Home equity lines and loans			—						—						1						1						.03
Recreational finance			—						—						—						—						—
Automobile			—						—						—						—						—
Other			—						—						—						—						—
Total			$	1,476					$	52					$	58					$	1,586					1.18%

__________________________________________________________________________________

*(a)*As of the respective year end.

*(b)*Primarily payment deferrals or interest rate reductions.

*(c)*Primarily term extensions combined with interest rate reductions.

*(d)*Includes approximately $143 million and $124 million of loans guaranteed by government-related entities (primarily first lien residential mortgage loans) at December 31, 2024 and 2023, respectively.

*(e)*Excludes unfunded commitments to extend credit totaling $69 million and $128 million at December 31, 2024 and 2023, respectively.

The financial effects of the modifications for the year ended December 31, 2024 include an increase in the weighted-average remaining term for commercial and industrial loans of 0.9 years, for commercial real estate loans, inclusive of residential builder and development loans and other commercial construction loans, of 1.0 years and for residential real estate loans of 10.4 years. The financial effects of the modifications for the year ended December 31, 2023 include an increase in the weighted-average remaining term for commercial and industrial loans of 1.3 years, for commercial real estate loans, inclusive of residential builder and development loans and other commercial construction loans, of 1.1 years and for residential real estate loans of 10.6 years.

Modified loans to borrowers experiencing financial difficulty are subject to the allowance for credit losses methodology described herein, including the use of models to inform credit loss estimates and, to the extent larger balance commercial and industrial and commercial real estate loans are in nonaccrual status, a loan-by-loan analysis of expected credit losses on those individual loans. The following table summarizes the payment status, at December 31, 2024 and 2023, of loans to borrowers experiencing financial difficulty that were modified during 2024 and 2023.

			Payment Status (Amortized Cost) (a)
(Dollars in millions)			Current						30-89 Days Past Due						Past Due 90 Days or More (b)						Total
Year Ended December 31, 2024
Commercial and industrial			$	276					$	14					$	13					$	303
Real estate:
Commercial			478						37						—						515
Residential builder and developer			1						—						1						2
Other commercial construction			101						25						4						130
Residential (c)			94						41						42						177
Consumer:
Home equity lines and loans			2						—						—						2
Recreational finance			1						—						—						1
Automobile			—						—						—						—
Other			—						—						—						—
Total			$	953					$	117					$	60					$	1,130

Year Ended December 31, 2023
Commercial and industrial			$	182					$	7					$	9					$	198
Real estate:
Commercial			618						21						12						651
Residential builder and developer			71						—						—						71
Other commercial construction			440						48						—						488
Residential (c)			102						47						28						177
Consumer:
Home equity lines and loans			1						—						—						1
Recreational finance			—						—						—						—
Automobile			—						—						—						—
Other			—						—						—						—
Total			$	1,414					$	123					$	49					$	1,586

__________________________________________________________________________________

*(a)*As of the respective year end.

*(b)*Predominantly loan modifications with term extensions.

*(c)*Includes loans guaranteed by government-related entities classified as 30-89 days past due of $34 million and $40 million and as past due 90 days or more of $36 million and $24 million at December 31, 2024 and 2023, respectively.

Prior to January 1, 2023, if a borrower was experiencing financial difficulty such that the Company did not expect to collect the contractual cash flows owed under the original loan agreement and a concession in loan terms was granted, the Company considered the loan modification as a troubled debt restructuring. The table that follows summarizes the Company’s loan modification activities that were considered troubled debt restructurings for the year ended December 31, 2022. The table is not comparative to the preceding tables presenting loan modification activities to borrowers experiencing financial difficulty. The Company no longer designates modified loans as a troubled debt restructuring in conjunction with the adoption of amended accounting guidance on January 1, 2023.

															Post-modification (a)
(Dollars in millions)			Number						Pre- modification Recorded Investment						Principal Deferral									Other						Combination of Concession Types						Total
Year Ended December 31, 2022
Commercial and industrial			231						$	98					$	58								$	3					$	37					$	98
Real estate:
Commercial			12						25						9									—						16						25
Residential builder and developer			1						—						—									—						—						—
Other commercial construction			1						—						—									—						—						—
Residential			282						72						56									—						20						76
Consumer:
Home equity lines and loans			144						10						9									—						1						10
Recreational finance			729						28						28									—						—						28
Automobile			2,092						42						42									—						—						42
Other			149						1						1									—						—						1
Total			3,641						$	276					$	203								$	3					$	74					$	280

__________________________________________________________________________________

*(a)*Financial effects impacting the recorded investment included principal payments or advances, charge-offs and capitalized escrow arrearages.

Leases

The Company provides financing and operating lease arrangements to commercial customers for construction and industrial equipment and machinery, railroad cars, commercial trucks and trailers, and aircraft. Certain leases contain payment schedules that are tied to variable interest rate indices. In general, early termination options are provided if the lessee is not in default, returns the leased equipment and pays an early termination fee. Additionally, options to purchase the underlying asset by the lessee are generally at the fair market value of the equipment.

Commercial lease financing receivables are included in Loans and leases in the Company's Consolidated Balance Sheet. Interest income recognized on finance lease receivables was $158 million, $136 million and $94 million in 2024, 2023 and 2022, respectively. A summary of lease financing receivables follows.

			December 31,
(Dollars in millions)			2024						2023
Commercial leases:
Direct financing:
Lease payments receivable			$	2,710					$	2,431
Estimated residual value of leased assets (a)			296						274
Amounts representing interest			(339)						(248)
Investment in direct financing leases			2,667						2,457
Leveraged:
Lease payments receivable			41						57
Estimated residual value of leased assets			43						52
Amounts representing interest			(10)						(15)
Investment in leveraged leases			74						94
Total investment in financing leases			$	2,741					$	2,551
Deferred taxes payable arising from leveraged leases			$	25					$	36

__________________________________________________________________________________

*(a)*Includes $89 million and $96 million in residual values that are guaranteed by the lessees or others at December 31, 2024 and 2023, respectively.

Leased assets provided to customers under operating lease arrangements, net of accumulated depreciation, were $204 million at December 31, 2024 and $200 million at December 31, 2023, and were recorded as Accrued interest and other assets in the Company's Consolidated Balance Sheet. The Company, as a lessor, recognized operating lease income, inclusive of gains and losses on the disposal of leased assets, of $44 million, $56 million and $43 million for the years ended December 31, 2024, 2023 and 2022, respectively, in Other revenues from operations in the Consolidated Statement of Income.

At December 31, 2024, the minimum future lease payments to be received from lessor receivable arrangements were as follows:

(Dollars in millions)			Financing Leases						Operating Leases
Year ending December 31:
2025			$	918					$	36
2026			740						31
2027			518						25
2028			322						19
2029			171						10
Later years			82						14
			$	2,751					$	135

**5.**Premises and equipment

The detail of premises and equipment was as follows:

			December 31,
(Dollars in millions)			2024						2023
Land			$	146					$	148
Buildings			703						685
Leasehold improvements			423						413
Furniture and equipment			1,190						1,097
			2,462						2,343
Less: accumulated depreciation and amortization			1,326						1,220
Right-of-use assets — operating leases			569						616
Premises and equipment, net			$	1,705					$	1,739

The right-of-use assets and lease liabilities relate to banking offices and other space occupied by the Company and use of certain equipment under noncancelable operating lease agreements. As of December 31, 2024 and 2023, the Company recognized $677 million and $717 million respectively, of operating lease liabilities as a component of Accrued interest and other liabilities in the Consolidated Balance Sheet. In calculating the present value of lease payments, the Company utilized its incremental secured borrowing rate based on lease term.

The Company’s noncancelable operating lease agreements expire at various dates over the next 17 years. Real estate leases generally consist of fixed monthly rental payments with certain leases containing escalation clauses. Any variable lease payments or payments for nonlease components are recognized in the Consolidated Statement of Income as a component of Equipment and net occupancy expense based on actual costs incurred. Some leases contain lessee options to extend the term. Those options are included in the lease term when it is determined that it is reasonably certain the option will be exercised.

The Company has noncancelable operating lease agreements for certain equipment related to ATMs, servers, printers and mail machines that are used in the normal course of operations. The ATM leases are either based on the rights to a specific square footage or a license agreement whereby the Company has the right to operate an ATM in a lessor's location. The lease terms generally contain both fixed payments and variable payments that are transaction-based. Given the transaction-based nature of the variable payments, such payments are excluded from the measurement of the right-of-use asset and lease liability and are recognized in the Consolidated Statement of Income as a component of Equipment and net occupancy expense when incurred.

In December 2024, M&T vacated certain floors of a leased office facility resulting in a write-down of the associated right-of-use asset and leasehold improvements of $12 million. Also in December 2024, M&T fully vacated and listed for sale an owned office building. The building and associated leasehold improvements were written-down to fair value less cost to sell, resulting in a loss of $15 million. These asset write-downs were recognized in Other costs of operations in the Consolidated Statement of Income in 2024.

The following table presents information about the Company’s lease costs for operating leases recorded in the Consolidated Balance Sheet, cash paid toward lease liabilities and the weighted-average remaining term and discount rates of the operating leases.

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Lease cost
Operating lease cost			$	155					$	154					$	139
Short-term lease cost			—						—						8
Variable lease cost			5						4						4
Total lease cost			$	160					$	158					$	151
Other information
Right-of-use assets:
Obtained in exchange for new operating lease liabilities			$	101					$	134					$	138
Acquired in business combination			—						—						226
Cash paid toward lease liabilities			164						158						143
Weighted-average remaining lease term			7 years						7 years						7 years
Weighted-average discount rate			3.64		%				3.37		%				2.97		%

Minimum lease payments under noncancelable operating leases are summarized in the following table.

(Dollars in millions)
Year ending December 31:
2025			$	160
2026			142
2027			120
2028			95
2029			70
Later years			182
Total lease payments			769
Imputed interest			(92)
Total			$	677

**6.**Capitalized servicing assets

Changes in capitalized servicing assets were as follows:

			Year Ended December 31,
			Residential Mortgage Loans																		Commercial Mortgage Loans
(Dollars in millions)			2024						2023						2022						2024						2023						2022
Beginning balance			$	456					$	194					$	241					$	123					$	126					$	133
Originations			20						13						7						34						27						24
Purchases			—						350						—						—						—						—
Acquired in business combination			—						—						12						—						—						—
Amortization			(108)						(101)						(66)						(31)						(30)						(31)
			368						456						194						126						123						126
Valuation allowance			—						—						—						—						—						—
Ending balance, net			$	368					$	456					$	194					$	126					$	123					$	126

			Residential Mortgage Loans												Commercial Mortgage Loans
(Dollars in millions)			2024						2023						2024						2023
Balances at period end
Loans serviced for others			$	38,105					$	40,021					$	27,474					$	24,157
Loans sub-serviced for others			111,544						115,321						4,063						3,873
Total loans serviced for others			$	149,649					$	155,342					$	31,537					$	28,030

During 2023, the Company completed a $350 million bulk purchase of residential mortgage loan servicing rights associated with $19.5 billion of residential real estate loans. In conjunction with the acquisition of People's United on April 1, 2022, the Company acquired servicing rights for residential real estate loans that had outstanding principal balances at that date of $1.1 billion. The fair value of such servicing rights at that date was $12 million.

The estimated fair value of capitalized residential mortgage loan servicing assets was approximately $612 million at December 31, 2024 and $611 million at December 31, 2023. The fair value of capitalized residential mortgage loan servicing assets was estimated using weighted-average discount rates of 11.64% and 11.45% at December 31, 2024 and 2023, respectively, and contemporaneous prepayment assumptions that vary by loan type. At December 31, 2024 and 2023, the discount rate represented a weighted-average OAS of 758 basis points and 790 basis points over market implied forward SOFR, respectively. The estimated fair value of capitalized residential mortgage loan servicing rights may vary significantly in subsequent periods due to changing interest rates and the effect thereof on prepayment speeds. The estimated fair value of capitalized commercial mortgage loan servicing assets was approximately $194 million at December 31, 2024 and $193 million at December 31, 2023. Weighted-average discount rates of 12.80% and 14.43% were used to estimate the fair value of capitalized commercial mortgage loan servicing rights at December 31, 2024 and 2023, respectively. Estimated servicing revenues and expenses used to value such servicing rights considered historical payment performance trends and current market interest rates. In general, the servicing agreements allow the Company to share in customer loan prepayment fees and thereby recover the remaining carrying value of the capitalized servicing rights associated with such loans. The Company's ability to realize the carrying value of capitalized commercial mortgage loan servicing rights is more dependent on the borrowers' abilities to repay the underlying loans than it is on prepayments.

The key economic assumptions used to determine the fair value of significant portfolios of capitalized servicing rights at December 31, 2024 and the sensitivity of such value to changes in those assumptions are summarized in the table that follows. Those calculated sensitivities are

hypothetical and actual changes in the fair value of capitalized servicing rights may differ significantly from the amounts presented herein. The effect of a variation in a particular assumption on the fair value of the servicing rights is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another which may magnify or counteract the sensitivities. The changes in assumptions are presumed to be instantaneous.

(Dollars in millions)			Residential						Commercial
Weighted-average prepayment speeds			6.44		%
Impact on fair value of 10% adverse change			$	(14)
Impact on fair value of 20% adverse change			(28)
Weighted-average OAS			7.58		%
Impact on fair value of 10% adverse change			$	(17)
Impact on fair value of 20% adverse change			(33)
Weighted-average discount rate									12.80		%
Impact on fair value of 10% adverse change									$	(5)
Impact on fair value of 20% adverse change									(10)

**7.**Goodwill and other intangible assets

A summary of amortizing intangible assets follows.

(Dollars in millions)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
December 31, 2024
Core deposit			$	218					$	131					$	87
Other			43						36						7
Total			$	261					$	167					$	94
December 31, 2023
Core deposit			$	218					$	90					$	128
Other			43						24						19
Total			$	261					$	114					$	147

Estimated amortization expense in future years for such intangible assets is as follows:

(Dollars in millions)
Year ending December 31:
2025			$	38
2026			27
2027			18
2028			9
2029			2
			$	94

The Company completed its annual goodwill impairment test as of October 1, 2024. For purposes of testing for impairment, the Company assigned all recorded goodwill to the reporting units originally intended to benefit from past business combinations, which has historically been the Company’s core relationship business reporting units. Goodwill was generally assigned based on the implied fair value of the acquired goodwill applicable to the benefited reporting units at the time of each respective acquisition. The implied fair value of the goodwill was determined as the difference between the estimated incremental overall fair value of the reporting unit and the estimated fair value

of the net assets assigned to the reporting unit as of each respective acquisition date. To test for goodwill impairment at the evaluation date, the Company compared the estimated fair value of each of its reporting units to their respective carrying amounts and certain other assets and liabilities assigned to the reporting unit, including goodwill and core deposit and other intangible assets. The methodologies used to estimate fair values of reporting units as of the acquisition dates and as of the evaluation date were similar. For the Company’s core customer relationship business reporting units, fair value was estimated as the present value of the expected future cash flows of the reporting unit. Based on the results of the goodwill impairment test, the Company concluded that the amount of recorded goodwill was not impaired at the testing date. The Company was not aware of any events occurring in the fourth quarter of 2024 that more likely than not would have resulted in an impairment of recorded goodwill at December 31, 2024.

A summary of goodwill assigned to each of the Company’s reportable segments at each of December 31, 2024 and 2023 for purposes of testing for impairment is as follows:

(Dollars in millions)
Commercial Bank			$	5,076
Retail Bank			3,089
Institutional Services and Wealth Management			300
All Other			—
Total			$	8,465

**8.**Borrowings

The amounts and interest rates of short-term borrowings were as follows:

(Dollars in millions)			Repurchase Agreements						FHLB Advances						Total
At December 31, 2024
Amount outstanding			$	60					$	1,000					$	1,060
Weighted-average interest rate			2.65		%				4.50		%				4.39		%
At December 31, 2023
Amount outstanding			$	316					$	5,000					$	5,316
Weighted-average interest rate			3.26		%				5.35		%				5.23		%

Short-term borrowings have a stated maturity of one year or less at the date the Company enters into the obligation. All outstanding short-term borrowings at December 31, 2024 are set to mature in the first quarter of 2025.

At December 31, 2024, M&T Bank had borrowing facilities available with the FHLB of New York whereby M&T Bank could borrow up to approximately $17.7 billion. Additionally, M&T Bank had an available line of credit with the FRB of New York totaling approximately $24.5 billion at December 31, 2024. Outstanding borrowings on such facilities totaled $3.0 billion at December 31, 2024. M&T Bank is required to pledge loans and investment securities as collateral for these borrowing facilities.

Long-term borrowings were as follows:

															December 31,
(Dollars in millions)			Maturity (a)						Stated Rate (a)						2024						2023
M&T
Senior notes (fixed rate) (b)			2028 - 2036						4.55% - 7.41%						$	4,710					$	2,482
Subordinated notes (fixed rate)			—						—						—						76
Junior subordinated debentures:
Fixed rate			2030						10.60%						7						55
Variable rate			2027 - 2033						5.70% - 8.20%						426						485
															$	5,143					$	3,098
M&T Bank
Senior notes (fixed rate)			2025 - 2028						2.90% - 5.40%						$	3,745					$	3,741
Advances from FHLB (variable rate)			2025						4.74%						2,000						—
Advances from FHLB (fixed rate)			2025 - 2039						0.00% - 5.98%						4						5
Subordinated notes (fixed rate)			2027						3.40%						474						873
Asset-backed notes (c)			2025 - 2032						4.86% - 5.76%						1,229						474
Other			2027						4.38%						10						10
															7,462						5,103
															$	12,605					$	8,201

__________________________________________________________________________________

*(a)*As of December 31, 2024.

*(b)*Terms generally convert to variable rate in the final year before maturity, at which time the notes are redeemable at par.

*(c)*Represents weighted-average stated rates determined at the individual securitization level.

The Junior Subordinated Debentures are held by various trusts and were issued in connection with the issuance by those trusts of Preferred Capital Securities and Common Securities. The proceeds from the issuances of the Preferred Capital Securities and the Common Securities were used by the trusts to purchase the Junior Subordinated Debentures. The Common Securities of each of those trusts are wholly owned by M&T and are the only class of each trust’s securities possessing general voting powers. The Preferred Capital Securities represent preferred undivided interests in the assets of the corresponding trust. Under the Federal Reserve’s risk-based capital guidelines, the Preferred Capital Securities qualify for inclusion in Tier 2 regulatory capital. Holders of the Preferred Capital Securities receive preferential cumulative cash distributions unless M&T exercises its right to extend the payment of interest on the Junior Subordinated Debentures as allowed by the terms of each such debenture, in which case payment of distributions on the respective Preferred Capital Securities will be deferred for comparable periods. During an extended interest period, M&T may not pay dividends or distributions on, or repurchase, redeem or acquire any shares of its capital stock. In general, the agreements governing the Preferred Capital Securities, in the aggregate, provide a full, irrevocable and unconditional guarantee by M&T of the payment of distributions on, the redemption of, and any liquidation distribution with respect to the Preferred Capital Securities. The obligations under such guarantee and the Preferred Capital Securities are subordinate and junior in right of payment to all senior indebtedness of M&T. In December 2024, the Company redeemed $130 million par value of Junior Subordinated Debentures prior to their stated maturity dates. The early redemptions resulted in a loss of $20 million, which was recognized in Other costs of operations in the Consolidated Statement of Income.

Asset-backed notes represent the senior-most notes issued in securitization transactions that are secured by equipment finance loans and leases and automobile loans which were sold into special purpose trusts. Further information concerning these asset securitizations and the amounts of loans collateralizing the asset-back notes is included in note 4 and note 18, respectively.

Long-term borrowings at December 31, 2024 mature as follows:

(Dollars in millions)
Year ending December 31:
2025			$	3,270
2026			1,299
2027			788
2028			1,680
2029			1,575
Later years			3,993
			$	12,605

**9.**Shareholders’ equity

M&T is authorized to issue 20,000,000 shares of preferred stock with a $1.00 par value per share. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference, but have no general voting rights. Notwithstanding M&T’s option to redeem the shares, if an event occurs such that the shares no longer qualify as Tier 1 capital, M&T may redeem all of the shares within 90 days following that occurrence. Issued and outstanding preferred stock of M&T as of December 31, 2024 and 2023 is presented below:

(Dollars in millions, except per share)			Shares Issued and Outstanding												Liquidation Preference per Share						Issuance Date						Earliest Redemption Date						Annual Dividend Rate						Carrying Amount												Dividends Per Share
			December 31,																																				December 31,												Year Ended December 31,
Series			2024						2023																														2024						2023						2024						2023						2022
Series E (a)			—						350,000						$	1,000					—						—						—		%				$	—					$	350					$	62.58					$	64.50					$	64.50
Series F (b)			50,000						50,000						10,000						10/28/2016						11/1/2026						5.125						500						500						512.50						512.50						512.50
Series G (c)			40,000						40,000						10,000						7/30/2019						8/1/2024						7.304						400						400						556.16						500.00						500.00
Series H (d)			10,000,000						10,000,000						25						4/1/2022						4/1/2027						5.625						261						261						1.41						1.41						1.05
Series I (e)			50,000						50,000						10,000						8/17/2021						9/1/2026						3.500						500						500						350.00						350.00						356.81
Series J (f)			75,000						—						10,000						5/13/2024						6/15/2029						7.500						733						—						441.67						—						—
Total			10,215,000						10,490,000																														$	2,394					$	2,011

__________________________________________________________________________________

*(a)*On August 15, 2024, M&T redeemed all outstanding shares of the Series E Preferred Stock.

*(b)*Dividends, if declared, are paid semi-annually at a rate of 5.125% through October 31, 2026 and thereafter will be paid quarterly at a rate of the three-month SOFR plus 378 basis points.

*(c)*Dividends, if declared, were paid semi-annually at a rate of 5.0% through July 31, 2024. On August 1, 2024, the dividend rate reset at 7.304% and will reset at each subsequent five year anniversary date therefrom at a rate of the five-year U.S. Treasury rate plus 3.174%.

*(d)*Dividends, if declared, are paid quarterly at a rate of 5.625% through December 14, 2026 and thereafter will be paid quarterly at a rate of the three-month SOFR plus 428 basis points.

*(e)*Dividends, if declared, are paid semi-annually at a rate of 3.5% through August 31, 2026. On September 1, 2026 and each subsequent five year anniversary date therefrom the dividend rate will reset at a rate of the five-year U.S. Treasury rate plus 2.679%.

*(f)*Dividends, if declared, are paid quarterly at a rate of 7.5%.

**10.**Revenue from contracts with customers

The Company generally charges customer accounts or otherwise bills customers upon completion of its services. Typically the Company’s contracts with customers have a duration of one year or less and payment for services is received at least annually, but oftentimes more frequently as services are provided. At December 31, 2024 and 2023, the Company had $72 million and $68 million, respectively, of amounts receivable related to recognized revenue from the sources in the accompanying tables. Such amounts are classified in Accrued interest and other assets in the Consolidated Balance Sheet. In certain situations the Company is paid in advance of providing

services and defers the recognition of revenue until its service obligation is satisfied. At December 31, 2024 and 2023, the Company had deferred revenue of $57 million and $54 million, respectively, related to the sources in the accompanying tables recorded in Accrued interest and other liabilities in the Consolidated Balance Sheet. The following tables summarize sources of the Company’s noninterest income during 2024, 2023 and 2022 that are subject to the revenue recognition guidance.

(Dollars in millions)			Commercial Bank						Retail Bank						Institutional Services and Wealth Management						Total
Year Ended December 31, 2024
Classification in Consolidated Statement of Income
Service charges on deposit accounts			$	160					$	353					$	1					$	514
Trust income			3						—						672						675
Brokerage services income			6						—						115						121
Other revenues from operations:
Merchant discount and credit card interchange fees			74						88						—						162
Other			29						30						10						69
			$	272					$	471					$	798					$	1,541
Year Ended December 31, 2023
Classification in Consolidated Statement of Income
Service charges on deposit accounts			$	144					$	330					$	1					$	475
Trust income			2						—						678						680
Brokerage services income			6						—						96						102
Other revenues from operations:
Merchant discount and credit card interchange fees			77						84						—						161
Other			28						30						8						66
			$	257					$	444					$	783					$	1,484
Year Ended December 31, 2022
Classification in Consolidated Statement of Income
Service charges on deposit accounts			$	130					$	317					$	—					$	447
Trust income			—						—						741						741
Brokerage services income			5						—						83						88
Other revenues from operations:
Merchant discount and credit card interchange fees			73						86						—						159
Other			24						28						38						90
			$	232					$	431					$	862					$	1,525

**11.**Stock-based compensation plans

The Company’s equity incentive compensation plan allows for the issuance of various forms of stock-based compensation, including stock options, restricted stock and restricted stock units, including performance-based awards. Stock-based awards granted to employees generally vest over three years. At December 31, 2024, there were 3,168,796 shares available for future grant under the Company’s equity incentive compensation plan.

Stock-based awards

Select information on employee stock-based compensation plans is summarized in the following table.

(Dollars in millions)			2024						2023						2022
Stock-based compensation expense (a)			$	116					$	118					$	111
Income tax benefits recognized			25						24						26
Cash received from exercised stock options			138						32						37
Fair value of stock-based awards granted			141						124						99
Intrinsic value of vested restricted stock and restricted stock units and exercised stock options			134						96						125

__________________________________________________________________________________

(a) Unrecognized stock-based compensation expense of $48 million at December 31, 2024 is expected to be recognized over a weighted-average period of approximately one year.

A summary of restricted stock and restricted stock unit activity follows:

			Restricted Stock Units Outstanding						Weighted- Average Grant Price						Restricted Stock Outstanding						Weighted- Average Grant Price
Unvested at January 1, 2024			1,330,278						$	154.46					31,715						$	164.63
Granted			969,427						139.56						—						—
Vested			(696,738)						147.81						(20,836)						164.66
Cancelled			(58,929)						148.75						(267)						161.18
Unvested at December 31, 2024			1,544,038						148.33						10,612						164.66

Stock options granted to employees are generally exercisable over terms not exceeding ten years and one day. A summary of stock option activity follows:

									Weighted-Average
			Stock Options Outstanding						Exercise Price						Life (In Years)						Aggregate Intrinsic Value (In millions)
Outstanding at January 1, 2024			2,198,664						$	152.33
Granted			133,834						138.10
Exercised			(1,026,259)						142.00
Cancelled/Expired			(345,406)						166.48
Outstanding at December 31, 2024			960,833						156.30						6.2						$	30,664
Exercisable at December 31, 2024			654,215						$	158.70					5.3						$	19,371

Stock purchase plan

The stock purchase plan provides eligible employees of the Company with the right to purchase shares of M&T common stock at a discount through accumulated payroll deductions. As of December 31, 2024, there were 1,871,663 shares available for issuance under the plan. In connection with the employee stock purchase plan, shares of M&T common stock issued were 100,964 in 2024, 90,575 in 2023 and 75,232 in 2022. M&T received cash for shares purchased through the employee stock purchase plan of $13 million in each of 2024 and 2023 and $11 million in 2022.

Deferred bonus plan

The Company provided a deferred bonus plan pursuant to which eligible employees could 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. The deferred bonus plan was frozen

effective January 1, 2010 and did not allow any additional deferrals after that date. Participants could elect 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 M&T common stock. Shares of M&T common stock distributable pursuant to the terms of the deferred bonus plan were 9,831 and 10,238 at December 31, 2024 and 2023, respectively. The obligation to issue shares is included in Common stock issuable in the Consolidated Balance Sheet.

Directors’ stock compensation programs

The Company maintains compensation programs for members of the Company’s boards of directors and its regional director advisory councils that provides for a portion of their compensation to be received in shares or restricted stock units. In 2024 and 2023, 22,990 and 27,027 shares, respectively, were granted under such programs.

Through acquisitions, the Company assumed obligations to issue shares of M&T common stock related to deferred directors' compensation plans. Shares of common stock issuable under such plans were 1,811 and 1,979 at December 31, 2024 and 2023, respectively. The obligation to issue shares is included in Common stock issuable in the Consolidated Balance Sheet.

**12.**Pension plans and other postretirement benefits

The Company provides defined pension and other postretirement benefits (including health care and life insurance benefits) to qualified retired employees. The Company uses a December 31 measurement date for all of its plans.

Net periodic pension expense for defined benefit plans consisted of the following:

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Service cost			$	10					$	11					$	18
Interest cost on benefit obligation			114						115						82
Expected return on plan assets			(200)						(201)						(188)
Amortization of prior service cost			—						—						1
Amortization of net actuarial (gain) loss			(2)						(2)						20
Settlement gain			(12)						—						—
Net periodic pension benefit			$	(90)					$	(77)					$	(67)

Net other postretirement benefits expense for defined benefit plans consisted of the following:

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Service cost			$	1					$	2					$	3
Interest cost on benefit obligation			3						3						2
Amortization of prior service credit			(2)						(2)						(3)
Amortization of net actuarial gain			(3)						(3)						(1)
Net other postretirement (benefit) cost			$	(1)					$	—					$	1

Service cost is reflected in Salaries and employee benefits and the other components of net periodic benefit cost are reflected in Other costs of operations in the Consolidated Statement of Income. In 2024, the Company recognized a $12 million settlement gain associated with the solicited election of certain participants in the Company's defined benefit pension plan to accept a lump-sum distribution in lieu of future retirement benefit payments. Those lump-sum distributions reduced each of the plan's assets and its benefit obligations by $171 million.

Data relating to the funding position of the defined benefit plans were as follows:

			Pension Benefits												Other Postretirement Benefits
(Dollars in millions)			2024						2023						2024						2023
Change in benefit obligation:
Benefit obligation at beginning of year			$	2,369					$	2,379					$	57					$	60
Service cost			10						11						1						2
Interest cost			114						115						3						3
Plan participants’ contributions			—						—						—						1
Actuarial (gain) loss			(132)						13						(7)						(5)
Settlements paid			(171)						—						—						—
Benefits paid			(148)						(149)						(3)						(4)
Benefit obligation at end of year			2,042						2,369						51						57
Change in plan assets:
Fair value of plan assets at beginning of year			3,145						2,942						—						—
Actual return on plan assets			366						334						—						—
Employer contributions			16						18						2						3
Plan participants’ contributions			—						—						1						1
Settlements paid			(171)						—						—						—
Benefits paid			(148)						(149)						(3)						(4)
Fair value of plan assets at end of year			3,208						3,145						—						—
Funded status			$	1,166					$	776					$	(51)					$	(57)
Prepaid asset recognized in the Consolidated Balance Sheet			$	1,298					$	922					$	—					$	—
Accrued liability recognized in the Consolidated Balance Sheet			(132)						(146)						(51)						(57)
Net accrued asset (liability) recognized in the Consolidated Balance Sheet			$	1,166					$	776					$	(51)					$	(57)
Amounts recognized in accumulated other comprehensive income were:
Net (gain) loss			$	(93)					$	191					$	(41)					$	(37)
Net prior service cost			—						—						3						1
Pre-tax adjustment to accumulated other comprehensive income			(93)						191						(38)						(36)
Taxes			23						(49)						10						9
Net adjustment to accumulated other comprehensive income			$	(70)					$	142					$	(28)					$	(27)

The Company has an unfunded supplemental pension plan for certain key executives and others. The projected benefit obligation and accumulated benefit obligation included in the preceding data related to such plan were $132 million as of December 31, 2024 and $146 million as of December 31, 2023. The accumulated benefit obligation for all defined benefit pension plans was $2.0 billion at December 31, 2024 and $2.4 billion at December 31, 2023.

GAAP requires an employer to recognize in its balance sheet as an asset or liability the overfunded or underfunded status of a defined benefit postretirement plan, measured as the difference between the fair value of plan assets and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation.

Gains or losses and prior service costs or credits that arise during the period, but are not included as components of net periodic benefit expense, are recognized as a component of other comprehensive income. Amortization of net gains and losses is included in annual net periodic benefit expense if, as of the beginning of the year, the net gain or loss exceeds 10% of the greater of the benefit obligation or the market-related fair value of the plan assets. The net gain in 2024 was mainly the result of a return on plan assets that was greater than the assumed expected return and an increase to the assumed discount rate used to value plan liabilities. The table below reflects the changes in plan assets and benefit obligations recognized in other comprehensive income related to the Company’s postretirement benefit plans.

(Dollars in millions)			Pension Plans						Other Postretirement Benefit Plans						Total
2024
Net gain			$	(298)					$	(7)					$	(305)
Amortization of prior service credit			—						2						2
Amortization of actuarial gain			2						3						5
Settlement gain			12						—						12
Total recognized in other comprehensive income, pre-tax			$	(284)					$	(2)					$	(286)
2023
Net gain			$	(120)					$	(5)					$	(125)
Amortization of prior service credit			—						2						2
Amortization of actuarial gain			2						3						5
Total recognized in other comprehensive income, pre-tax			$	(118)					$	—					$	(118)

Assumptions

The assumed weighted-average rates used to determine benefit obligations at December 31 were:

			Pension Benefits												Other Postretirement Benefits
			2024						2023						2024						2023
Discount rate			5.50		%				5.00		%				5.50		%				5.00		%
Rate of increase in future compensation levels			3.30						3.32						—						—

The assumed weighted-average rates used to determine net benefit expense for the years ended December 31 were:

			Pension Benefits																		Other Postretirement Benefits
			2024						2023						2022						2024						2023						2022
Discount rate			5.02		%				5.00		%				2.75		%				5.00		%				5.00		%				2.75		%
Long-term rate of return on plan assets			6.23						6.25						6.25						—						—						—
Rate of increase in future compensation levels			3.32						3.33						3.35						—						—						—

The discount rate used by the Company to determine the present value of the Company’s future benefit obligations reflects specific market yields for a hypothetical portfolio of highly rated corporate bonds that would produce cash flows similar to the Company’s benefit plan obligations and the level of market interest rates in general as of the year-end.

The expected long-term rate of return assumption as of each measurement date was developed through analysis of historical market returns, current market conditions, anticipated future asset allocations, the funds’ past experience, and expectations on potential future market returns. The expected rate of return assumption represents a long-term average view of the performance of the plan assets, a return that may or may not be achieved during any one calendar year.

The Company’s defined benefit pension plan is sensitive to the long-term rate of return on plan assets and the discount rate. To demonstrate the sensitivity of the net periodic pension benefit for 2024 to changes in these assumptions, with all other assumptions held constant, 25 basis-point increases in: the rate of return on plan assets would have resulted in an increase in the net periodic pension benefit of approximately $8 million; and the discount rate would have resulted in a decrease in net periodic pension benefit of approximately $1 million. Decreases of 25 basis points in those assumptions would have resulted in similar changes in amount, but in the opposite direction from the changes presented in the preceding sentence. Additionally, an increase of 25 basis points in the discount rate would have decreased the benefit obligation by $48 million and a decrease of 25 basis points in the discount rate would have increased the benefit obligation by $50 million at December 31, 2024.

For measurement of other postretirement benefits, a 7.00% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2024. The rate was assumed to decrease to 5.00% over eight years.

Plan assets

The Company’s policy is to invest the pension plan assets in a prudent manner for the purpose of providing benefit payments to participants and mitigating reasonable expenses of administration. The Company’s investment strategy is designed to provide a total return that, over the long-term, places an emphasis on the preservation of capital. The strategy attempts to maximize investment returns on assets at a level of risk deemed appropriate by the Company while complying with applicable regulations and laws. The investment strategy utilizes asset diversification as a principal determinant for establishing an appropriate risk profile while emphasizing total return realized from capital appreciation, dividends and interest income. The target allocations for plan assets are generally 25 to 60 percent equity securities, 10 to 65 percent debt securities, and 5 to 60 percent money-market investments/cash equivalents and other investments, although holdings could be more or less than these general guidelines based on market conditions at the time and actions taken or recommended by the investment managers providing advice to the Company. Assets are managed by a combination of internal and external investment managers. Equity securities may include investments in domestic and international equities through individual securities, mutual funds and exchange-traded funds. Debt securities may include investments in corporate bonds of companies from diversified industries, mortgage-backed securities guaranteed by government agencies and U.S. Treasury securities through individual securities and mutual funds. Additionally, the Company’s defined benefit pension plan held $828 million (26% of total assets) of real estate funds, private investments, hedge funds and other investments at December 31, 2024. No investment in securities of a non-U.S. Government or government agency issuer exceeded ten percent of plan assets at December 31, 2024. Returns on invested assets are periodically compared with target market indices for each asset type to aid management in evaluating such returns. Furthermore, management regularly reviews the investment policy and may, if deemed appropriate, make changes to the target allocations noted above.

The fair values of the Company’s pension plan assets at December 31, 2024 and 2023, by asset category, were as follows:

			Fair Value Measurement of Plan Assets At December 31, 2024
(Dollars in millions)			Total						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Asset category:
Money-market investments			$	76					$	50					$	26					$	—
Equity securities:
M&T			135						135						—						—
Domestic (a)			440						440						—						—
International (b)			17						17						—						—
Mutual funds:
Domestic (a)			282						282						—						—
International (b)			481						481						—						—
			1,355						1,355						—						—
Debt securities:
Corporate (c)			222						—						222						—
Government			281						—						281						—
International			16						—						16						—
Mutual funds:
Domestic (d)			425						425						—						—
			944						425						519						—
Other:
Diversified mutual fund			110						110						—						—
Common and collective funds			145						—						145						—
Real estate partnerships			31						5						—						26
Private equity/debt			265						—						—						265
Hedge funds			267						83						—						184
Guaranteed deposit fund			10						—						—						10
			828						198						145						485
Total (e)			$	3,203					$	2,028					$	690					$	485

			Fair Value Measurement of Plan Assets At December 31, 2023
(Dollars in millions)			Total						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Asset category:
Money-market investments			$	65					$	41					$	24					$	—
Equity securities:
M&T			112						112						—						—
Domestic (a)			512						512						—						—
International (b)			17						17						—						—
Mutual funds:
Domestic (a)			307						307						—						—
International (b)			501						501						—						—
			1,449						1,449						—						—
Debt securities:
Corporate (c)			227						—						227						—
Government			276						—						276						—
International			6						—						6						—
Mutual funds:
Domestic (d)			450						450						—						—
			959						450						509						—
Other:
Diversified mutual fund			110						110						—						—
Real estate partnerships			29						7						—						22
Private equity/debt			235						—						—						235
Hedge funds			285						107						—						178
Guaranteed deposit fund			9						—						—						9
			668						224						—						444
Total (e)			$	3,141					$	2,164					$	533					$	444

__________________________________________________________________________________

*(a)*This category is mainly comprised of equities of companies primarily within the small-cap, mid-cap and large-cap sectors of the U.S. economy and range across diverse industries.

*(b)*This category is comprised of equities in companies primarily within the mid-cap and large-cap sectors of international markets mainly in developed and emerging markets in Europe and the Pacific Rim.

*(c)*This category represents investment grade bonds of U.S. issuers from diverse industries.

*(d)*Approximately 73% of the mutual funds were invested in investment grade bonds and 27% in high-yielding bonds at each of December 31, 2024 and 2023. The holdings within the funds were spread across diverse industries.

*(e)*Excludes dividends and interest receivable totaling $5 million and $4 million at December 31, 2024 and 2023, respectively.

The changes in Level 3 pension plan assets measured at estimated fair value on a recurring basis during the year ended December 31, 2024 were as follows:

(Dollars in millions)			Balance — January 1, 2024						Net Purchases (Sales)						Realized/Unrealized Gains(Losses)						Balance — December 31, 2024
Real estate partnerships			$	22					$	3					$	1					$	26
Private equity/debt			235						5						25						265
Hedge funds			178						(18)						24						184
Guaranteed deposit fund			9						—						1						10
Total			$	444					$	(10)					$	51					$	485

The Company makes contributions to its funded qualified defined benefit pension plan as required by government regulation or as deemed appropriate by management after considering factors such as the fair value of plan assets, expected returns on such assets and the present value of benefit obligations of the plan. The Company is not required to make contributions to the qualified defined benefit plan in 2025, however, subject to the impact of actual events and circumstances that may occur in 2025, the Company may make contributions, but the amount of any such contributions has not been determined. The Company regularly funds the payment of benefit obligations for the supplemental defined benefit pension and postretirement benefit plans because such plans do not hold assets for investment. Payments made by the Company for supplemental pension benefits were $16 million and $18 million in 2024 and 2023, respectively. Payments made by the Company for postretirement benefits were $2 million in 2024 and $3 million in 2023. Payments for supplemental pension and other postretirement benefits for 2025 are not expected to differ from those made in 2024 by an amount that will be material to the Company’s consolidated financial position.

Estimated benefits expected to be paid in future years related to the Company’s defined benefit pension and other postretirement benefits plans are as follows:

(Dollars in millions)			Pension Benefits						Other Postretirement Benefits
Year ending December 31:
2025			$	159					$	4
2026			152						4
2027			154						4
2028			156						4
2029			157						4
2030 through 2034			778						18

The Company also provides a qualified defined contribution pension plan to eligible employees who were not participants in the defined benefit pension plan as of December 31, 2005 and to other employees who have elected to participate in the defined contribution plan. The Company makes contributions to the defined contribution plan each year in an amount that is based on an individual participant’s total compensation (generally defined as total wages, incentive compensation, commissions and bonuses) and years of service. Company contributions to the plan are discretionary for participants for which eligibility occurred after January 1, 2020. Participants do not contribute to the defined contribution pension plan. Pension expense recorded in 2024, 2023 and 2022 associated with the defined contribution pension plan was $62 million, $56 million and $45 million, respectively.

The Company has a retirement savings plan that is a defined contribution plan in which eligible employees of the Company may defer up to 50% of qualified compensation via contributions to the plan. The retirement savings plan provides for employer matching contributions of 100% of an employee's qualified compensation up to 5%. Employees’ accounts, including employee contributions, employer matching contributions and accumulated earnings thereon, are at all times fully vested and nonforfeitable. Employee benefits expense resulting from the Company’s contributions to the retirement savings plan totaled $100 million, $96 million and $84 million in 2024, 2023 and 2022, respectively.

**13.**Income taxes

The components of income tax expense were as follows:

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Current:
Federal			$	399					$	580					$	367
State and local			169						228						143
Total current			568						808						510
Deferred:
Federal			(21)						(64)						(18)
State and local			(6)						(33)						(12)
Total deferred			(27)						(97)						(30)
Amortization of investments in partnerships under proportional amortization method			181						167						140
Total income taxes			$	722					$	878					$	620

The Company files a consolidated federal income tax return reflecting taxable income earned by all domestic subsidiaries. In prior years, applicable federal tax law allowed certain financial institutions the option of deducting as bad debt expense for tax purposes amounts in excess of actual losses. In accordance with GAAP, such financial institutions were not required to provide deferred income taxes on such excess. Recapture of the excess tax bad debt reserve established under the previously allowed method will result in taxable income if M&T Bank fails to maintain bank status as defined in the Internal Revenue Code or charges are made to the reserve for other than bad debt losses. At December 31, 2024, M&T Bank’s tax bad debt reserve for which no federal income taxes have been provided was $137 million. No actions are planned that would cause this reserve to become wholly or partially taxable.

Total income taxes differed from the amount computed by applying the statutory federal income tax rate to pre-tax income as follows:

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Income taxes at statutory federal income tax rate			$	695					$	760					$	548
Increase (decrease) in taxes:
Tax-exempt income			(53)						(51)						(37)
State and local income taxes, net of federal income tax effect			136						161						110
Tax benefits for investments in partnerships under proportional amortization method, net			(38)						(26)						(22)
Other			(18)						34						21
Total income taxes			$	722					$	878					$	620

Deferred tax assets (liabilities) were comprised of the following at December 31:

(Dollars in millions)			2024						2023						2022
Deferred tax assets:
Losses on loans and other assets			$	671					$	686					$	641
Operating lease liabilities			170						182						183
Postretirement and other employee benefits			63						47						—
Incentive and other compensation plans			36						30						34
Unrealized losses			52						64						115
Interest on loans			28						42						54
Losses on cash flow hedges			34						52						87
Stock-based compensation			49						54						51
Other			139						153						81
Gross deferred tax assets			1,242						1,310						1,246
Deferred tax liabilities:
Retirement benefits			(304)						(198)						(88)
Leases			(150)						(171)						(204)
Right-of-use assets			(147)						(165)						(163)
Depreciation and amortization			(56)						(157)						(155)
Capitalized servicing rights			(36)						(38)						(51)
Postretirement and other employee benefits			—						—						(29)
Other			(68)						(59)						(69)
Gross deferred tax liabilities			(761)						(788)						(759)
Net deferred tax asset			$	481					$	522					$	487

The Company believes that it is more likely than not that the deferred tax assets will be realized through taxable earnings or alternative tax strategies.

The income tax credits shown in the statement of income of M&T in note 24 arise principally from operating losses before dividends from subsidiaries.

A reconciliation of the beginning and ending amount of unrecognized tax benefits follows:

(Dollars in millions)			Federal, State and Local Tax						Accrued Interest						Unrecognized Income Tax Benefits
Gross unrecognized tax benefits at January 1, 2022			$	38					$	8					$	46
Increases as a result of tax positions taken in prior years			—						3						3
Unrecognized tax benefits assumed in a business combination			3						1						4
Decreases as a result of tax positions taken in prior years			(11)						(4)						(15)
Gross unrecognized tax benefits at December 31, 2022			30						8						38
Increases as a result of tax positions taken in prior years			5						1						6
Decreases as a result of tax positions taken in prior years			(13)						(3)						(16)
Gross unrecognized tax benefits at December 31, 2023			22						6						28
Increases as a result of tax positions taken in prior years			13						7						20
Decreases as a result of tax positions taken in prior years			(10)						(2)						(12)
Gross unrecognized tax benefits at December 31, 2024			$	25					$	11					$	36
Less: Federal, state and local income tax benefits															(7)
Net unrecognized tax benefits at December 31, 2024 that, if recognized, would impact the effective income tax rate															$	29

The Company’s policy is to recognize interest and penalties, if any, related to unrecognized tax benefits in Income taxes in the Consolidated Statement of Income. The Company’s federal, state and local income tax returns are routinely subject to examinations from various governmental taxing authorities. Such examinations may result in challenges to the tax return treatment applied by the Company to specific transactions. Management believes that the assumptions and judgment used to record tax-related assets or liabilities have been appropriate. Should determinations rendered by tax authorities ultimately indicate that management’s assumptions were inappropriate, the result and adjustments required could have a material effect on the Company’s results of operations. Examinations by the Internal Revenue Service of the Company’s federal income tax returns have been largely concluded through 2022, although under statute the income tax returns from 2021 through 2023 could be adjusted. The Company also files income tax returns in over forty states and numerous local jurisdictions. Substantially all material state and local matters have been concluded for years through 2018. It is not reasonably possible to estimate when examinations for any subsequent years will be completed.

**14.**Earnings per common share

The computations of basic earnings per common share follow:

			Year Ended December 31,
(Dollars in millions, except per share, shares in thousands)			2024						2023						2022
Income available to common shareholders:
Net income			$	2,588					$	2,741					$	1,992
Less: Preferred stock dividends			(134)						(100)						(97)
Net income available to common equity			2,454						2,641						1,895
Less: Income attributable to unvested stock-based compensation awards			(5)						(5)						(4)
Net income available to common shareholders			$	2,449					$	2,636					$	1,891
Weighted-average shares outstanding:
Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards			166,806						166,662						163,489
Less: Unvested stock-based compensation awards			(327)						(301)						(315)
Weighted-average shares outstanding			166,479						166,361						163,174
Basic earnings per common share			$	14.71					$	15.85					$	11.59

The computations of diluted earnings per common share follow:

			Year Ended December 31,
(Dollars in millions, except per share, shares in thousands)			2024						2023						2022
Net income available to common equity			$	2,454					$	2,641					$	1,895
Less: Income attributable to unvested stock-based compensation awards			(5)						(5)						(4)
Net income available to common shareholders			$	2,449					$	2,636					$	1,891
Adjusted weighted-average shares outstanding:
Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards			166,806						166,662						163,489
Less: Unvested stock-based compensation awards			(327)						(301)						(315)
Plus: Incremental shares from assumed conversion of stock-based compensation awards			840						641						856
Adjusted weighted-average shares outstanding			167,319						167,002						164,030
Diluted earnings per common share			$	14.64					$	15.79					$	11.53

Stock-based compensation awards to purchase common stock of M&T representing common shares of 755,000 in 2024, 1,834,000 in 2023 and 453,000 in 2022 were not included in the computations of diluted earnings per common share because the effect on those years would have been antidilutive.

**15.**Comprehensive income

The following tables display the components of other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) to net income:

(Dollars in millions)			Investment Securities						Cash Flow Hedges						Defined Benefit Plans						Other						Total Amount Before Tax						Income Tax						Net
Balance — January 1, 2024			$	(251)					$	(203)					$	(155)					$	(7)					$	(616)					$	157					$	(459)
Other comprehensive income before reclassifications:
Unrealized holding gains, net			31						—						—						—						31						(8)						23
Unrealized losses on cash flow hedges			—						(296)						—						—						(296)						77						(219)
Current year benefit plans gains			—						—						305						—						305						(78)						227
Other			—						—						—						(3)						(3)						1						(2)
Total other comprehensive income (loss) before reclassifications			31						(296)						305						(3)						37						(8)						29
Amounts reclassified from accumulated other comprehensive income that (increase) decrease net income:
Net losses realized in net income			15						—						—						—						15						(4)						11
Net yield adjustment from cash flow hedges currently in effect			—						364						—						—						364			(a)			(95)						269
Amortization of prior service credit			—						—						(2)						—						(2)			(b)			1						(1)
Amortization of actuarial gains			—						—						(5)						—						(5)			(b)			1						(4)
Settlement gain			—						—						(12)						—						(12)			(b)			3						(9)
Total other comprehensive income (loss)			46						68						286						(3)						397						(102)						295
Balance — December 31, 2024			$	(205)					$	(135)					$	131					$	(10)					$	(219)					$	55					$	(164)
Balance — January 1, 2023			$	(444)					$	(337)					$	(273)					$	(12)					$	(1,066)					$	276					$	(790)
Other comprehensive income before reclassifications:
Unrealized holding gains, net			193						—						—						—						193						(51)						142
Unrealized losses on cash flow hedges			—						(116)						—						—						(116)						30						(86)
Current year benefit plans gains			—						—						125						—						125						(33)						92
Other			—						—						—						5						5						(1)						4
Total other comprehensive income (loss) before reclassifications			193						(116)						125						5						207						(55)						152
Amounts reclassified from accumulated other comprehensive income that (increase) decrease net income:
Net yield adjustment from cash flow hedges currently in effect			—						250						—						—						250			(a)			(66)						184
Amortization of prior service credit			—						—						(2)						—						(2)			(b)			1						(1)
Amortization of actuarial gains			—						—						(5)						—						(5)			(b)			1						(4)
Total other comprehensive income (loss)			193						134						118						5						450						(119)						331
Balance — December 31, 2023			$	(251)					$	(203)					$	(155)					$	(7)					$	(616)					$	157					$	(459)

(Dollars in millions)			Investment Securities						Cash Flow Hedges						Defined Benefit Plans						Other						Total Amount Before Tax						Income Tax						Net
Balance — January 1, 2022			$	105					$	88					$	(360)					$	(4)					$	(171)					$	44					$	(127)
Other comprehensive income before reclassifications:
Unrealized holding losses, net			(551)						—						—						—						(551)						143						(408)
Unrealized losses on cash flow hedges			—						(461)						—						—						(461)						119						(342)
Current year benefit plans gains			—						—						71						—						71						(18)						53
Other			—						—						—						(8)						(8)						2						(6)
Total other comprehensive income (loss) before reclassifications			(551)						(461)						71						(8)						(949)						246						(703)
Amounts reclassified from accumulated other comprehensive income that (increase) decrease net income:
Amortization of unrealized holding losses on held-to-maturity securities			2						—						—						—						2			(a)			(1)						1
Net yield adjustment from cash flow hedges currently in effect			—						36						—						—						36			(a)			(9)						27
Amortization of prior service credit			—						—						(2)						—						(2)			(b)			—						(2)
Amortization of actuarial losses			—						—						18						—						18			(b)			(4)						14
Total other comprehensive income (loss)			(549)						(425)						87						(8)						(895)						232						(663)
Balance — December 31, 2022			$	(444)					$	(337)					$	(273)					$	(12)					$	(1,066)					$	276					$	(790)

__________________________________________________________________________________

*(a)*Included in Interest income in the Consolidated Statement of Income.

*(b)*Included in Other costs of operations in the Consolidated Statement of Income.

Accumulated other comprehensive income (loss), net consisted of the following:

(Dollars in millions)			Investment Securities						Cash Flow Hedges						Defined Benefit Plans						Other						Total
Balance at January 1, 2022			$	78					$	66					$	(267)					$	(4)					$	(127)
Net gain (loss) during 2022			(407)						(315)						65						(6)						(663)
Balance at December 31, 2022			(329)						(249)						(202)						(10)						(790)
Net gain during 2023			142						98						87						4						331
Balance at December 31, 2023			(187)						(151)						(115)						(6)						(459)
Net gain (loss) during 2024			34						50						213						(2)						295
Balance at December 31, 2024			$	(153)					$	(101)					$	98					$	(8)					$	(164)

**16.**Other income and other expense

The following items, which exceeded 1% of total interest income and other income in the respective period, were included in either Other revenues from operations or Other costs of operations in the Consolidated Statement of Income:

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Other revenues from operations:
Credit-related fee income			$	162					$	151					$	130
Gain on divestiture of CIT									225
Gain on divestiture of MTIA															136
Other costs of operations:
Amortization of capitalized mortgage servicing rights			139						131						97
Charitable contributions															178

**17.**Derivative financial instruments

As part of managing interest rate risk, the Company enters into interest rate swap agreements to modify the repricing characteristics of certain portions of the Company’s portfolios of earning assets and interest-bearing liabilities. The Company designates interest rate swap agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate swap agreements are generally entered into with counterparties that meet established credit standards and most contain master netting, collateral and/or settlement provisions protecting the at-risk party. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material as of December 31, 2024.

Information about interest rate swap agreements entered into for interest rate risk management purposes summarized by type of financial instrument those agreements were intended to hedge follows:

			Notional Amount						Weighted-Average Maturity (In years)						Weighted- Average Rate												Estimated Fair Value Gain (Loss) (a)
(Dollars in millions)									Fixed						Variable
December 31, 2024
Fair value hedges:
Fixed rate long-term borrowings (b) (d)			$	5,350					5.9						3.55		%				4.71		%				$	(2)
Fixed rate investment securities available for sale (c)			15						0.1						4.84						4.36						—
Cash flow hedges:
Interest payments on variable rate commercial real estate and commercial and industrial loans (b) (e)			30,819						1.6						3.41						4.47						1
Total			$	36,184					2.2																		$	(1)
December 31, 2023
Fair value hedges:
Fixed rate long-term borrowings (b) (f)			$	3,000					5.8						3.45		%				5.62		%				$	(1)
Cash flow hedges:
Interest payments on variable rate commercial real estate loans (b) (g)			23,977						1.7						3.45						5.36						11
Total			$	26,977					2.2																		$	10

__________________________________________________________________________________

*(a)*Certain clearinghouse exchanges consider payments by counterparties for variation margin on derivative instruments to be settlements of those positions. The impact of such payments for interest rate swap agreements designated as fair value hedges was a net settlement of losses of $153 million and $43 million at December 31, 2024 and December 31, 2023, respectively. The impact of such payments on interest rate swap agreements designated as cash flow hedges was a net settlement of losses of $136 million and $214 million at December 31, 2024 and December 31, 2023, respectively.

*(b)*Under the terms of these agreements, the Company receives settlement amounts at a fixed rate and pays at a variable rate.

*(c)*Under the terms of these agreements, the Company receives settlement amounts at a variable rate and pays at a fixed rate.

*(d)*Includes notional amount and terms of $3.4 billion of forward-starting interest rate swap agreements that become effective in 2025 and 2026.

*(e)*Includes notional amount and terms of $10.0 billion of forward-starting interest rate swap agreements that become effective in 2025 and 2026.

*(f)*Includes notional amount and terms of $1.0 billion of forward-starting interest rate swap agreements that become effective in 2025.

*(g)*Includes notional amount and terms of $9.0 billion of forward-starting interest rate swap agreements that became effective in 2024.

The notional amount of interest rate swap agreements entered into for risk management purposes that were outstanding at December 31, 2024 mature as follows:

(Dollars in millions)
Year ending December 31:
2025			$	10,384
2026			10,450
2027			6,000
2028			6,500
2029			—
Later years			2,850
			$	36,184

The Company utilizes commitments to sell residential and commercial real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. Such commitments have generally been designated as fair value hedges. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in the fair value of certain commitments to originate real estate loans for sale. Changes in unrealized gains and losses as a result of such activities were not material for the years ended December 31, 2024, 2023 and 2022. Such changes are included in Mortgage banking revenues in the Company's Consolidated Statement of Income and, in general, are realized in subsequent periods as the related loans are sold and commitments satisfied.

Other derivative financial instruments not designated as hedging instruments included interest rate contracts, foreign exchange and other option and futures contracts. Interest rate contracts not designated as hedging instruments had notional values of $40.5 billion and $44.4 billion at December 31, 2024 and 2023, respectively. The notional amounts of foreign currency and other option and futures contracts not designated as hedging instruments aggregated $1.6 billion and $1.5 billion at December 31, 2024 and 2023, respectively.

Information about the fair values of derivative instruments in the Company’s Consolidated Balance Sheet and Consolidated Statement of Income follows:

			Asset Derivatives												Liability Derivatives
			Fair Value												Fair Value
(Dollars in millions)			December 31, 2024						December 31, 2023						December 31, 2024						December 31, 2023
Derivatives designated and qualifying as hedging instruments (a)
Interest rate swap agreements			$	2					$	12					$	3					$	2
Commitments to sell real estate loans			4						6						—						8
			6						18						3						10
Derivatives not designated and qualifying as hedging instruments (a)
Mortgage banking:
Commitments to originate real estate loans for sale			4						15						32						32
Commitments to sell real estate loans			39						35						—						3
			43						50						32						35
Other:
Interest rate contracts (b)			185						237						769						879
Foreign exchange and other option and futures contracts			21						19						18						19
			206						256						787						898
Total derivatives			$	255					$	324					$	822					$	943

__________________________________________________________________________________

*(a)*Asset derivatives are reported in Accrued interest and other assets and liability derivatives are reported in Accrued interest and other liabilities in the Consolidated Balance Sheet.

*(b)*The impact of variation margin payments at December 31, 2024 and 2023 was a reduction of the estimated fair value of interest rate contracts not designated as hedging instruments in an asset position of $686 million and $783 million, respectively, and in a liability position of $15 million and $32 million, respectively.

			Amount of Gain (Loss) Recognized
			Year Ended December 31,
			2024												2023												2022
(Dollars in millions)			Derivative						Hedged Item						Derivative						Hedged Item						Derivative						Hedged Item
Derivatives in fair value hedging relationships
Interest rate swap agreements:
Fixed rate long-term borrowings (a)			$	(111)					$	111					$	22					$	(21)					$	(109)					$	109
Fixed rate investment securities available for sale (b)			—						—
Total			$	(111)					$	111					$	22					$	(21)					$	(109)					$	109
Derivatives not designated as hedging instruments
Interest rate contracts (c)			$	15											$	31											$	28
Foreign exchange and other option and futures contracts (c)			21												15												14
Total			$	36											$	46											$	42

__________________________________________________________________________________

*(a)*Reported as an adjustment to Interest expense in the Consolidated Statement of Income.

*(b)*Reported as an adjustment to Interest income in the Consolidated Statement of Income.

*(c)*Reported as Trading account and other non-hedging derivative gains in the Consolidated Statement of Income.

			Carrying Amount of the Hedged Item												Cumulative Amount of Fair Value Hedging Adjustment Increasing (Decreasing) the Carrying Amount of the Hedged Item
(Dollars in millions)			December 31, 2024						December 31, 2023						December 31, 2024						December 31, 2023
Location in the Consolidated Balance Sheet of the Hedged Items in Fair Value Hedges
Long-term borrowings			$	5,184					$	2,954					$	(155)					$	(44)
Investment securities available for sale			381												—

The net effect of interest rate swap agreements was to decrease net interest income by $414 million in 2024, $302 million in 2023 and $26 million in 2022. The amount of interest income recognized in the Consolidated Statement of Income associated with derivatives designated as cash flow hedges was a decrease of $364 million for 2024, $250 million for 2023 and $36 million for 2022. As of December 31, 2024, the unrealized loss recognized in other comprehensive income related to cash flow hedges was $135 million, of which losses of $47 million and $49 million, gains of $6 million and losses of $45 million relate to interest rate swap agreements maturing in 2025, 2026, 2027 and 2028, respectively.

The Company does not offset derivative asset and liability positions in its consolidated financial statements. The Company’s exposure to credit risk by entering into derivative contracts is mitigated through master netting agreements and collateral posting or settlement requirements. Master netting agreements covering interest rate and foreign exchange contracts with the same party include a right to set-off that becomes enforceable in the event of default, early termination or under other specific conditions.

The Company primarily clears non-customer derivative transactions through a clearinghouse, rather than directly with counterparties. The transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. The amount of initial margin collateral posted by the Company was $257 million and $129 million at December 31, 2024 and 2023, respectively. The fair value asset and liability amounts of derivative contracts have been reduced by variation margin payments treated as

settlements as described herein. Variation margin on derivative contracts not treated as settlements continues to represent collateral posted or received by the Company.

The aggregate fair value of derivative financial instruments in a liability position, which are subject to enforceable master netting arrangements, and the related collateral posted, was not material at each of December 31, 2024 and 2023. Certain of the Company’s derivative financial instruments contain provisions that require the Company to maintain specific credit ratings from credit rating agencies to avoid higher collateral posting requirements. If the Company’s debt ratings were to fall below specified ratings, the counterparties of the derivative financial instruments could demand immediate incremental collateralization on those instruments in a net liability position. The aggregate fair value of all derivative financial instruments with such credit risk-related contingent features in a net liability position at December 31, 2024 was not material.

The aggregate fair value of derivative financial instruments in an asset position with counterparties, which are subject to enforceable master netting arrangements, was $157 million and $179 million at December 31, 2024 and 2023, respectively. Counterparties posted collateral relating to those positions of $157 million and $179 million at December 31, 2024 and 2023, respectively. Interest rate swap agreements entered into with customers are subject to the Company’s credit risk standards and often contain collateral provisions.

**18.**Variable interest entities and asset securitizations

The Company’s securitization activity includes securitizing loans originated for sale into government-issued or guaranteed mortgage-backed securities. The Company has not recognized any material losses as a result of having securitized assets.

In three transactions throughout 2023 and 2024, M&T Bank and its subsidiaries issued asset-backed notes secured by either equipment finance loans and leases or by automobile loans. Those loans and leases were sold into special purpose trusts which in turn issued asset-backed notes to investors. The loans and leases continue to be serviced by the Company. The senior-most notes in the securitizations were purchased by third parties whereas the residual interests of the trusts were retained by the Company. As a result of the retention of the residual interests and its continued role as servicer of the loans and leases, the Company is considered to be the primary beneficiary of the securitization trusts and, accordingly, the trusts have been included in the Company's consolidated financial statements. At December 31, 2024, the remaining balance of the loans and leases in those securitization trusts were $1.5 billion and the outstanding asset-backed notes issued to third party investors were $1.2 billion. Information on the asset-backed notes is included in note 8.

As also described in note 8, M&T has issued Junior Subordinated Debentures payable to various trusts that have issued Preferred Capital Securities and Common Securities. M&T owns the Common Securities of those trust entities. The Company is not considered to be the primary beneficiary of those entities and, accordingly, the trusts are not included in the Company’s consolidated financial statements. At each of December 31, 2024 and 2023, the Company included the Junior Subordinated Debentures as Long-term borrowings in the Consolidated Balance Sheet and recognized $17 million and $22 million, respectively, in Accrued interest and other assets for its "investment" in the Common Securities of the trusts that will be concomitantly repaid to M&T by the respective trust from the proceeds of M&T’s repayment of the Junior Subordinated Debentures associated with the Preferred Capital Securities.

The Company has invested as a limited partner in various partnerships that collectively had total assets of approximately $10.5 billion and $9.8 billion at December 31, 2024 and 2023, respectively. Those partnerships generally construct or acquire properties, including properties and facilities that produce renewable energy, for which the investing partners are eligible to receive certain federal income tax credits in accordance with government guidelines. Such investments may also provide tax deductible losses to the partners. The partnership investments also assist the Company in achieving

its community reinvestment initiatives. The Company, in its position as a limited partner, does not direct the activities that most significantly impact the economic performance of the partnerships and, therefore, the partnership entities are not included in the Company's consolidated financial statements. The Company’s investments in qualified affordable housing projects are accounted for using the proportional amortization method whereby those investments are amortized to Income taxes in the Consolidated Statement of Income as tax credits and other tax benefits resulting from deductible losses associated with the projects are received. 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. Information on the Company's carrying amount of its investments in tax equity partnerships and its related future funding commitments are presented in the following table:

			December 31,
(Dollars in millions)			2024						2023
Affordable housing projects:
Carrying amount (a)			$	1,384					$	1,340
Amount of future funding commitments included in carrying amount (b)			467						410
Contingent commitments			69						55
Renewable energy:
Carrying amount (a)			135						80
Amount of future funding commitments included in carrying amount (b)			46						31
Other:
Carrying amount (a)			37						41
Amount of future funding commitments included in carrying amount (b)			—						—

__________________________________________________________________________________

*(a)*Included in Accrued interest and other assets in the Consolidated Balance Sheet.

*(b)*Included in Accrued interest and other liabilities in the Consolidated Balance Sheet.

The reduction to income tax expense recognized from the Company's investments in partnerships accounted for using the proportional amortization method was $38 million (net of $181 million of investment amortization), $26 million (net of $167 million of investment amortization) and $22 million (net of $140 million of investment amortization) in 2024, 2023 and 2022, respectively. The net reduction to income tax expense has been reported in Net change in other accrued income and expense in the Consolidated Statement of Cash Flows. While the Company has elected to apply the proportional amortization method for renewable energy credit investments, at December 31, 2024 no such investments met the eligibility criteria for application of that method. The reduction to income tax expense recognized from renewable energy credit investments was $34 million, $33 million and $17 million in 2024, 2023 and 2022, respectively. As a limited partner, there is no recourse to the Company by creditors of the partnerships. However, the tax credits that result from the Company’s investments in such partnerships are generally subject to recapture should a partnership fail to comply with the respective government regulations. The Company has not provided financial or other support to the partnerships that was not contractually required. Although the Company currently estimates that no material losses are probable, its maximum exposure to loss from its investments in such partnerships as of December 31, 2024 was $2.0 billion, including possible recapture of certain tax credits.

The Company serves as investment advisor for certain registered money-market funds. The Company has no explicit arrangement to provide support to those funds, but may waive portions of its allowable management fees as a result of market conditions.

**19.**Fair value measurements

GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has not made any fair value elections at December 31, 2024.

Pursuant to GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy exists in GAAP for fair value measurements based upon the inputs to the valuation of an asset or liability.

• Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.

• Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

• Level 3 — Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.

When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. The following is a description of the valuation methodologies used for the Company’s assets and liabilities that are measured on a recurring basis at estimated fair value.

Trading account

Mutual funds held in connection with deferred compensation and other arrangements have been classified as Level 1 valuations. Valuations of investments in debt securities can generally be obtained through reference to quoted prices in less active markets for the same or similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2.

Available-for-sale investment securities and equity securities

The Company’s available-for-sale investment securities have generally been valued by reference to prices for similar securities or through model-based techniques in which the significant inputs are observable and, therefore, such valuations have been classified as Level 2. Certain investments in mutual funds and equity securities are actively traded and, therefore, have been classified as Level 1 valuations.

Real estate loans held for sale

The Company utilizes commitments to sell real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. The carrying value of hedged real estate loans held for sale includes changes in estimated fair value during the hedge period. Typically, the Company attempts to hedge real estate loans held for sale from the date of close through the sale date. The fair value of hedged real estate loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans with similar characteristics and, accordingly, such loans have been classified as a Level 2 valuation.

Commitments to originate real estate loans for sale and commitments to sell real estate loans

The Company enters into various commitments to originate real estate loans for sale and commitments to sell real estate loans. Such commitments are accounted for as derivative financial instruments and, therefore, are carried at estimated fair value in the Consolidated Balance Sheet. The estimated fair values of such commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans to certain government-sponsored entities and other parties. The fair valuations of commitments to sell real estate loans generally result in a Level 2 classification. The estimated fair value of commitments to originate real estate loans for sale is adjusted to reflect the Company’s anticipated commitment expirations. The estimated commitment expirations are considered significant unobservable inputs contributing to the Level 3 classification of commitments to originate real estate loans for sale. Significant unobservable inputs used in the determination of estimated fair value of commitments to originate real estate loans for sale are included in the accompanying table of assets and liabilities measured at estimated fair value on a recurring basis.

Interest rate swap agreements used for interest rate risk management

The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. The Company generally determines the fair value of its interest rate swap agreements using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap agreement assets and has considered its own credit risk in the valuation of its interest rate swap agreement liabilities.

Other non-hedging derivatives

Other non-hedging derivatives consist primarily of interest rate contracts and foreign exchange contracts with customers who require such services with offsetting positions with third parties to minimize the Company's risk with respect to such transactions. The Company generally determines the fair value of other non-hedging derivative assets and liabilities using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2.

The following tables present assets and liabilities at December 31, 2024 and 2023 measured at estimated fair value on a recurring basis:

(Dollars in millions)			Fair Value Measurements						Level 1						Level 2						Level 3 (a)
December 31, 2024
Trading account			$	101					$	101					$	—					$	—
Investment securities available for sale:
U.S. Treasury			7,931						—						7,931						—
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			3,702						—						3,702						—
Residential			7,214						—						7,214						—
Other			2						—						2						—
			18,849						—						18,849						—
Equity securities			235						235						—						—
Real estate loans held for sale			521						—						521						—
Other assets (b)			255						—						251						4
Total assets			$	19,961					$	336					$	19,621					$	4
Other liabilities (b)			$	822					$	—					$	790					$	32
Total liabilities			$	822					$	—					$	790					$	32
December 31, 2023
Trading account			$	106					$	101					$	5					$	—
Investment securities available for sale:
U.S. Treasury			7,705						—						7,705						—
Mortgage-backed securities:
Government issued or guaranteed:
Commercial			416						—						416						—
Residential			2,154						—						2,154						—
Other			165						—						165						—
			10,440						—						10,440						—
Equity securities			268						258						10						—
Real estate loans held for sale			379						—						379						—
Other assets (b)			324						—						309						15
Total assets			$	11,517					$	359					$	11,143					$	15
Other liabilities (b)			$	943					$	—					$	911					$	32
Total liabilities			$	943					$	—					$	911					$	32

__________________________________________________________________________________

*(a)*Significant unobservable inputs used in the fair value measurement of commitments to originate real estate loans held for sale included weighted-average commitment expirations of 6% at December 31, 2024 and 5% at December 31, 2023. An increase (decrease) in the estimate of expirations for commitments to originate real estate loans would generally result in a lower (higher) fair value measurement. Estimated commitment expirations are derived considering loan type, changes in interest rates and remaining length of time until closing.

*(b)*Comprised predominantly of interest rate swap agreements used for interest rate risk management (Level 2), interest rate and foreign exchange contracts not designated as hedging instruments (Level 2), commitments to sell real estate loans (Level 2) and commitments to originate real estate loans to be held for sale (Level 3).

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The more significant of those assets follow.

Loans

Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectable portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2, unless significant adjustments have been made to the valuation that are not readily observable by market participants. Non-real estate collateral supporting commercial and industrial loans generally consists of business assets such as receivables, inventory and equipment. Fair value estimations are typically determined by discounting recorded values of those assets to reflect estimated net realizable value considering specific borrower facts and circumstances and the experience of credit personnel in their dealings with similar borrower collateral liquidations. Such discounts were generally in the range of 10% to 90% with a weighted-average of 50% at December 31, 2024. As these discounts are not readily observable and are considered significant, the valuations have been classified as Level 3. Automobile and recreational vehicle collateral is typically valued by reference to independent pricing sources based on recent sales transactions of similar vehicles and the related nonrecurring fair value measurement adjustments have been classified as Level 2. Loans subject to nonrecurring fair value measurement were $847 million at December 31, 2024 ($187 million and $660 million of which were classified as Level 2 and Level 3, respectively), $923 million at December 31, 2023 ($234 million and $689 million of which were classified as Level 2 and Level 3, respectively), and $853 million at December 31, 2022 ($329 million and $524 million of which were classified as Level 2 and Level 3, respectively). Changes in fair value recognized during the years ended December 31, 2024, 2023 and 2022 for partial charge-offs of loans and loan impairment reserves on loans held by the Company at the end of each of those years were decreases of $287 million, $381 million and $191 million, respectively.

Assets taken in foreclosure of defaulted loans

Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and are generally measured at the lower of cost or fair value less costs to sell. The fair value of the real property is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2. Assets taken in foreclosure of defaulted loans subject to nonrecurring fair value measurement were not material at each of December 31, 2024 and 2023. Changes in fair value recognized during the years ended December 31, 2024, 2023 and 2022 for foreclosed assets held by the Company at the end of each of those years were not material.

Capitalized servicing rights

Capitalized servicing rights are initially measured at fair value in the Company’s Consolidated Balance Sheet. The Company utilizes the amortization method to subsequently measure its capitalized servicing assets. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of certain strata exceed their estimated fair value. To estimate the fair value of servicing rights, the Company considers market prices for similar assets, if available, and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceed estimated fair value. Impairment is recognized through a valuation allowance. The determination of fair value of capitalized servicing rights is considered a Level 3 valuation. Capitalized servicing rights related to mortgage loans required no valuation allowance at each of December 31, 2024 and 2023. Changes in fair value recognized for impairment of capitalized servicing rights related to residential mortgage loans were a decrease in the valuation allowance of $24 million in 2022.

Disclosures of fair value of financial instruments

The carrying amounts and estimated fair value for certain financial instruments that are not recorded at fair value in the Consolidated Balance Sheet are presented in the following table:

(Dollars in millions)			Carrying Amount						Estimated Fair Value						Level 1						Level 2						Level 3
December 31, 2024
Financial assets:
Cash and cash equivalents			$	1,909					$	1,909					$	1,749					$	160					$	—
Interest-bearing deposits at banks			18,873						18,873						—						18,873						—
Investment securities held to maturity			14,195						12,955						—						12,909						46
Loans and leases, net			133,397						131,334						—						6,806						124,528
Financial liabilities:
Time deposits			14,476						14,463						—						14,463						—
Short-term borrowings			1,060						1,060						—						1,060						—
Long-term borrowings			12,605						12,754						—						12,754						—

December 31, 2023
Financial assets:
Cash and cash equivalents			1,731						1,731						1,668						63						—
Interest-bearing deposits at banks			28,069						28,069						—						28,069						—
Investment securities held to maturity			15,330						14,308						—						14,262						46
Loans and leases, net			131,939						129,138						—						7,240						121,898
Financial liabilities:
Time deposits			20,759						20,715						—						20,715						—
Short-term borrowings			5,316						5,316						—						5,316						—
Long-term borrowings			8,201						8,107						—						8,107						—

With the exception of marketable securities and mortgage loans originated for sale, the Company’s financial instruments presented in the preceding tables are not readily marketable and market prices do not exist. The Company has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time.

The Company does not believe that the estimated information presented herein is representative of the earnings power or value of the Company. The preceding analysis, which is inherently limited in depicting fair value, also does not consider any value associated with existing customer relationships nor the ability of the Company to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

**20.**Commitments and contingencies

In the normal course of business, various commitments and contingent liabilities are outstanding. The following table presents the Company’s significant commitments. Certain of these commitments are not included in the Company’s Consolidated Balance Sheet.

(Dollars in millions)			December 31, 2024						December 31, 2023
Commitments to extend credit:
Commercial and industrial			$	31,521					$	28,566
Commercial real estate loans to be sold			479						916
Other commercial real estate			2,697						5,019
Residential real estate loans to be sold			190						163
Other residential real estate			517						331
Home equity lines of credit			7,933						8,109
Credit cards			6,087						5,578
Other			244						413
Standby letters of credit			2,260						2,289
Commercial letters of credit			58						62
Financial guarantees and indemnification contracts			4,335						4,036
Commitments to sell real estate loans			1,142						1,400

Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. In addition to the amounts presented in the preceding table, the Company had discretionary funding commitments to commercial customers of $12.7 billion and $12.3 billion at December 31, 2024 and 2023, respectively, that the Company had the unconditional right to cancel prior to funding. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, whereas commercial letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and a third party. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness.

Financial guarantees and indemnification contracts are predominantly comprised of recourse obligations associated with sold loans and other guarantees and commitments. Included in financial guarantees and indemnification contracts are loan principal amounts sold with recourse in conjunction with the Company’s involvement in the Fannie Mae DUS program. The Company’s maximum credit risk for recourse associated with loans sold under this program totaled approximately $4.2 billion and $3.9 billion at December 31, 2024 and 2023, respectively. At December 31, 2024, the Company estimated that the recourse obligations described above were not material to the Company’s consolidated financial position. There have been no material losses incurred as a result of those credit recourse arrangements.

Since many loan commitments, standby letters of credit, and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows.

The Company utilizes commitments to sell real estate loans to hedge exposure to changes in the fair value of real estate loans held for sale. Such commitments are accounted for as derivatives and along with commitments to originate real estate loans to be held for sale are recorded in the Consolidated Balance Sheet at estimated fair market value.

The Company is contractually obligated to repurchase previously sold residential real estate loans that do not ultimately meet investor sale criteria related to underwriting procedures or loan documentation. When required to do so, the Company may reimburse loan purchasers for losses incurred or may repurchase certain loans. The Company reduces residential mortgage banking revenues by an estimate for losses related to its obligations to loan purchasers. The amount of those charges is based on the volume of loans sold, the level of reimbursement requests received from loan purchasers and estimates of losses that may be associated with previously sold loans. At December 31, 2024, the Company believes that its obligation to loan purchasers was not material to the Company’s consolidated financial position.

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 at December 31, 2024. Although the Company does not believe that the outcome of pending litigations 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.

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. As a result, the Company recorded an estimated expense of $197 million for the special assessment in the 2023 results of operations. In 2024, the FDIC notified member banks that the loss estimate attributable to certain failed banks had increased. The Company recorded FDIC special assessment expense of $34 million in the Consolidated Statement of Income for the year ended December 31, 2024. At December 31, 2024 and 2023, the Company recorded a liability related to the FDIC special assessment of $157 million and $197 million, respectively. Such amounts are classified as Accrued interest and other liabilities in the Consolidated Balance Sheet. The FDIC has indicated that the amount of the special assessment may be adjusted in the future should its loss estimates change.

**21.**Segment information

Reportable segments have been determined based upon the Company’s organizational structure which is primarily arranged around the delivery of products and services to similar customer types. The Company's internal profitability reporting system produces financial information, inclusive of net interest income and income before taxes, for each segment. Such information is reviewed by the Company's Chief Executive Officer, who has been identified as the chief operating decision maker, in evaluating operating decisions, business performance and the allocation of resources. The Company's reportable segments are Commercial Bank, Retail Bank and Institutional Services and Wealth Management.

The financial information of the Company’s segments was compiled utilizing the accounting policies described in note 1 with certain exceptions. The more significant of these exceptions are described herein. The Company allocates interest income or interest expense using a methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities) with income based on the maturity, prepayment and/or repricing characteristics of the assets and liabilities. A provision for credit losses is allocated to segments in an amount based largely on actual net charge-offs incurred by the segment during the period plus or minus an amount necessary to adjust the segment’s allowance for credit losses due to changes in loan balances. In contrast, the level of the consolidated provision for credit losses is determined using the methodologies described in notes 1 and 4. The net effects of these allocations are recorded in the "All Other" category. Indirect fixed and variable expenses incurred by certain centralized support areas are allocated to segments based on actual usage (for example, volume measurements) and other criteria. Certain types of administrative expenses and bankwide expense accruals (including amortization of core deposit and other intangible assets associated with acquisitions of financial institutions) are generally not allocated to segments. Income taxes are allocated to segments based on the Company’s marginal statutory tax rate adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk). The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

Information about the Company’s segments is presented in the accompanying table.

			Year Ended December 31,
			Commercial Bank																		Retail Bank																		Institutional Services and Wealth Management
(Dollars in millions)			2024						2023						2022						2024						2023						2022						2024						2023						2022
Net interest income (a)			$	2,212					$	2,409					$	2,302					$	4,288					$	4,352					$	3,008					$	748					$	700					$	403
Noninterest income			672						658						588						810						762						703						809						1,005						1,007
Total revenue			2,884						3,067						2,890						5,098						5,114						3,711						1,557						1,705						1,410
Provision for credit losses			266						297						66						288						173						101						6						—						(1)
Salaries and employee benefits			610						577						483						778						779						694						413						405						376
Depreciation and amortization			39						39						39						252						249						198						9						8						8
Other direct expenses			285						275						213						421						465						386						102						156						211
Indirect expense (b)			490						455						389						1,048						964						929						307						298						272
Income (loss) before taxes			1,194						1,424						1,700						2,311						2,484						1,403						720						838						544
Income tax expense (benefit)			323						385						458						595						646						364						185						218						142
Net income (loss)			$	871					$	1,039					$	1,242					$	1,716					$	1,838					$	1,039					$	535					$	620					$	402
Average total assets			$	80,864					$	80,243					$	69,960					$	53,043					$	51,213					$	49,059					$	3,800					$	3,675					$	3,598

			All Other																		Total (c)
(Dollars in millions)			2024						2023						2022						2024						2023						2022
Net interest income (a)			$	(396)					$	(346)					$	109					$	6,852					$	7,115					$	5,822
Noninterest income			136						103						59						2,427						2,528						2,357
Total revenue			(260)						(243)						168						9,279						9,643						8,179
Provision for credit losses			50						175						351						610						645						517
Salaries and employee benefits			1,361						1,236						1,234						3,162						2,997						2,787
Depreciation and amortization			208						201						190						508						497						435
Other direct expenses			881						989						1,018						1,689						1,885						1,828
Indirect expense (b)			(1,845)						(1,717)						(1,590)						—						—						—
Income (loss) before taxes			(915)						(1,127)						(1,035)						3,310						3,619						2,612
Income tax expense (benefit)			(381)						(371)						(344)						722						878						620
Net income (loss)			$	(534)					$	(756)					$	(691)					$	2,588					$	2,741					$	1,992
Average total assets			$	73,513					$	70,266					$	67,635					$	211,220					$	205,397					$	190,252

__________________________________________________________________________________

*(a)*Net interest income is the difference between actual taxable-equivalent interest earned on assets and interest paid on liabilities by a segment and a funding charge (credit) based on the Company’s internal funds transfer pricing methodology. Segments are charged a cost to fund any assets (e.g. loans) and are paid a funding credit for any funds provided (e.g. deposits). The taxable-equivalent adjustment aggregated $50 million in 2024, $54 million in 2023 and $39 million in 2022 and is eliminated in "All Other" net interest income and income tax expense (benefit).

*(b)*Indirect expense represents centrally-allocated costs associated with data processing, risk management and other support services provided by the "All Other" category to the Commercial Bank, Retail Bank and Institutional Services and Wealth Management segments.

*(c)*Intersegment revenues and expenses were not material for the years ended December 31, 2024, 2023 and 2022.

The Commercial Bank segment provides a wide range of credit products and banking services to middle-market and large commercial customers, mainly within the markets served by the Company. Services provided by this segment include commercial lending and leasing, credit facilities which are secured by various types of commercial real estate, letters of credit, deposit products and cash management services. Commercial real estate loans may be secured by multifamily residential buildings, hotels, office, retail and industrial space or other types of collateral. Activities of this segment include the origination, sales and servicing of commercial real estate loans through the Fannie Mae DUS program and other programs. Commercial real estate loans held for sale are included in this segment.

The Retail Bank segment provides a wide range of services to consumers and small businesses through the Company’s branch network and several other delivery channels such as telephone banking, internet banking and ATMs. The Company has domestic banking offices primarily in the Northeastern and Mid-Atlantic regions of the U.S. including the District of Columbia. The segment offers to its customers deposit products, including demand, savings and time accounts, and other services. Credit services offered by this segment include automobile and recreational finance loans (primarily originated indirectly through dealers), home equity loans and lines of credit, credit cards and other loan products. This segment also originates and services residential mortgage loans and either sells those loans in the secondary market to investors or retains them for investment purposes. Residential mortgage loans are also originated and serviced on behalf of the Institutional Services and Wealth Management segment. The Company periodically purchases the rights to service residential real estate loans that have been originated by other entities and also sub-services residential real estate loans for others. Residential real estate loans held for sale are included in this segment. This segment also provides various business loans, including loans guaranteed by the Small Business Administration, business credit cards, deposit products and services such as cash management, payroll and direct deposit, merchant credit card and letters of credits to small businesses and professionals through the Company's branch network and other delivery channels.

The Institutional Services and Wealth Management segment provides a variety of trustee, agency, investment management and administrative services for corporations and institutions, investment bankers, corporate tax, finance and legal executives, and other institutional clients, as well as personal trust, planning and advisory, fiduciary, asset management, family office, and other services designed to help high net worth individuals and families grow, preserve and transfer wealth. This segment also provides investment products, including mutual funds and annuities and other services to customers.

The "All Other" category reflects other activities of the Company that are not directly attributable to the reported segments. Reflected in this category are the difference between the provision for credit losses and the calculated provision allocated to the reportable segments; goodwill and core deposit and other intangible assets resulting from the acquisitions of financial institutions; merger-related gains and expenses related to acquisitions; the net impact of the Company’s internal funds transfer pricing methodology; eliminations of transactions between reportable segments; certain non-recurring transactions; and the residual effects of unallocated support systems and general and administrative expenses. The Company’s investment securities portfolio, brokered deposits and short-term and long-term borrowings are generally included in the "All Other" category. In its management of interest rate risk, the Company utilizes interest rate swap agreements to modify the repricing characteristics of certain portfolios of earning assets and interest-bearing liabilities. The results of such activities are captured in the "All Other" category.

There are no transactions with a single customer that in the aggregate result in revenues that exceed ten percent of consolidated total revenues.

**22.**Regulatory matters

Payment of dividends by M&T’s banking subsidiaries is restricted by various legal and regulatory limitations. Dividends from any banking subsidiary to M&T are limited by the amount of earnings of the banking subsidiary in the current year and the preceding two years. For purposes of this test, at December 31, 2024, approximately $2.3 billion was available for payment of dividends to M&T from banking subsidiaries. M&T may pay dividends and repurchase stock only in accordance with a capital plan that the Federal Reserve has not objected to.

Banking regulations prohibit extensions of credit by the subsidiary banks to M&T unless appropriately secured by assets. Securities of affiliates are not eligible as collateral for this purpose.

M&T and its subsidiary banks are required to comply with applicable Capital Rules. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements. Pursuant to the rules in effect as of December 31, 2024, the required minimum and well capitalized capital ratios are as follows:

			Minimum						Well Capitalized
M&T (Consolidated)
CET1 capital to RWA			4.5		%
Tier 1 capital to RWA			6.0						6.0		%
Total capital to RWA			8.0						10.0
Leverage — Tier 1 capital to average total assets, as defined			4.0

			Minimum						Well Capitalized
Bank Subsidiaries
CET1 capital to RWA			4.5		%				6.5		%
Tier 1 capital to RWA			6.0						8.0
Total capital to RWA			8.0						10.0
Leverage — Tier 1 capital to average total assets, as defined			4.0						5.0

Capital regulations require buffers in addition to the minimum risk-based capital ratios noted above. M&T is subject to a SCB requirement that is determined through the Federal Reserve’s supervisory stress tests and M&T’s bank subsidiaries are subject to a 2.5% capital conservation buffer requirement. The buffer requirement must be composed entirely of CET1 capital. In June 2024, the Federal Reserve released the results of its most recent supervisory stress tests. Based on those results on October 1, 2024, M&T's SCB of 3.8% became effective. Accordingly, at December 31, 2024 M&T is subject to a CET1 capital requirement of 8.3% (a sum of the SCB and the minimum CET1 capital ratio).

The capital ratios and amounts of the Company and its banking subsidiaries as of December 31, 2024 and 2023 are presented below:

(Dollars in millions)			M&T (Consolidated)						M&T Bank						Wilmington Trust, N.A.
December 31, 2024
CET1 capital
Amount			$	18,299					$	19,233					$	603
Ratio(a)			11.68		%				12.32		%				269.64		%
Tier 1 capital
Amount			$	20,692					$	19,233					$	603
Ratio(a)			13.21		%				12.32		%				269.64		%
Total capital
Amount			$	23,073					$	21,387					$	604
Ratio(a)			14.73		%				13.70		%				269.88		%
Leverage
Amount			$	20,692					$	19,233					$	603
Ratio(b)			10.17		%				9.48		%				83.37		%
December 31, 2023
CET1 capital
Amount			$	16,908					$	17,667					$	583
Ratio(a)			10.98		%				11.53		%				263.48		%
Tier 1 capital
Amount			$	18,918					$	17,667					$	583
Ratio(a)			12.29		%				11.53		%				263.48		%
Total capital
Amount			$	21,533					$	19,884					$	584
Ratio(a)			13.99		%				12.97		%				263.85		%
Leverage
Amount			$	18,918					$	17,667					$	583
Ratio(b)			9.43		%				8.83		%				86.00		%

__________________________________________________________________________________

*(a)*The ratio of capital to RWA, as defined by regulation.

*(b)*The ratio of capital to average assets, as defined by regulation.

**23.**Relationship with BLG and Bayview Financial

M&T holds a 20% minority interest in BLG, a privately-held commercial mortgage company. That investment had no remaining carrying value at December 31, 2024 as a result of cumulative losses recognized and cash distributions received in prior years. Cash distributions now received from BLG are recognized as income by M&T and included in Other revenues from operations in the Consolidated Statement of Income. That income totaled $48 million in 2024, $20 million in 2023 and $30 million in 2022.

Bayview Financial, a privately-held specialty finance company, is BLG’s majority investor. In addition to their common investment in BLG, the Company and Bayview Financial conduct other business activities with each other. The Company has obtained loan servicing rights for mortgage loans from BLG and Bayview Financial having outstanding principal balances of $1.0 billion and $1.2 billion at December 31, 2024 and 2023, respectively. Revenues from those servicing rights were $5 million, $6 million and $8 million during 2024, 2023 and 2022, respectively. The Company sub-

services residential mortgage loans for Bayview Financial having outstanding principal balances of $111.5 billion and $115.3 billion at December 31, 2024 and 2023, respectively. In February 2025, the Company began sub-servicing approximately $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial. Revenues earned for sub-servicing loans for Bayview Financial were $123 million, $125 million and $154 million in 2024, 2023 and 2022, respectively.

The Company also held $37 million and $42 million of mortgage-backed securities in its held-to-maturity portfolio at December 31, 2024 and 2023, respectively, that were securitized by Bayview Financial. At December 31, 2024, the Company held $404 million of Bayview Financial’s $2.7 billion syndicated loan facility. In January and February 2025, the Company entered into a commercial lending arrangement to fund up to $333 million to an entity affiliated with Bayview Financial.

**24.**Parent company financial statements

Condensed Balance Sheet

			December 31,
(Dollars in millions)			2024						2023
Assets
Due from consolidated bank subsidiaries:
Cash and due from banks			$	234					$	176
Money-market savings			3,409						3,223
Notes receivable			2,000						—
Other			1						5
Total due from consolidated bank subsidiaries			5,644						3,404
Investments in consolidated subsidiaries:
Banks			28,171						26,290
Other			389						391
Investments in trust preferred entities (note 18)			17						22
Other assets			105						100
Total assets			$	34,326					$	30,207
Liabilities
Due to consolidated bank subsidiaries			$	14					$	16
Accrued expenses and other liabilities			142						136
Long-term borrowings			5,143						3,098
Total liabilities			5,299						3,250
Shareholders’ equity			29,027						26,957
Total liabilities and shareholders’ equity			$	34,326					$	30,207

Condensed Statement of Income

			Year Ended December 31,
(Dollars in millions, except per share)			2024						2023						2022
Income
Dividends from consolidated subsidiaries			$	1,306					$	2,041					$	2,508
Interest income			77						6						1
Income from BLG			48						20						30
Other			4						—						(8)
Total income			1,435						2,067						2,531
Expense
Interest expense			274						182						63
Other			62						40						50
Total expense			336						222						113
Income before income taxes and equity in undistributed income of subsidiaries			1,099						1,845						2,418
Income tax credits			51						49						22
Income before equity in undistributed income of subsidiaries			1,150						1,894						2,440
Equity in undistributed income of subsidiaries
Net income of subsidiaries			2,744						2,888						2,060
Less: dividends received			1,306						2,041						2,508
Equity in undistributed income of subsidiaries			1,438						847						(448)
Net income			$	2,588					$	2,741					$	1,992
Net income per common share:
Basic			$	14.71					$	15.85					$	11.59
Diluted			14.64						15.79						11.53

Condensed Statement of Cash Flows

			Year Ended December 31,
(Dollars in millions)			2024						2023						2022
Cash flows from operating activities
Net income			$	2,588					$	2,741					$	1,992
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of subsidiaries			(1,438)						(847)						448
Provision for deferred income taxes			(8)						(5)						7
Net change in accrued income and expense			(5)						32						8
Net cash provided by operating activities			1,137						1,921						2,455
Cash flows from investing activities
Net investment in consolidated subsidiaries			(30)						(1)						54
Advances to consolidated subsidiaries			(2,000)						—						—
Acquisition, net of cash consideration			—						—						538
Other, net			(64)						(41)						24
Net cash provided (used) by investing activities			(2,094)						(42)						616
Cash flows from financing activities
Repayment of short-term borrowings assumed in acquisition			—						—						(500)
Proceeds from long-term borrowings			2,341						1,998						499
Payments on long-term borrowings			(205)						(750)						—
Proceeds from issuance of Series J preferred stock			733						—						—
Redemption of Series E preferred stock			(350)						—						—
Purchases of treasury stock			(396)						(594)						(1,800)
Dividends paid — common			(895)						(868)						(784)
Dividends paid — preferred			(138)						(100)						(97)
Other, net			111						14						2
Net cash provided (used) by financing activities			1,201						(300)						(2,680)
Net increase in cash and cash equivalents			244						1,579						391
Cash and cash equivalents at beginning of year			3,399						1,820						1,429
Cash and cash equivalents at end of year			$	3,643					$	3,399					$	1,820
Supplemental disclosure of cash flow information
Interest received during the year			$	76					$	6					$	1
Interest paid during the year			257						135						49
Income taxes received during the year			51						43						28