M&T Bank (MTB) 10-K risk factor changes: FY2025 vs FY2024

- Weakness in the [removed: economy] [added: economy, or fluctuations in market factors,] has adversely affected the Company in the past and may adversely affect the Company in the future.

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

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

- The [removed: Company is exposed to reputational risk] [added: Company's reputation may be harmed,] which could negatively impact investor and customer confidence.

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

*Weakness in the [removed: economy] [added: economy, or fluctuations in market factors,] has adversely affected the Company in the past and may adversely affect the Company in the future.*

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

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

- Affect mortgage prepayment speeds and result in the impairment of capitalized mortgage [added: loan] servicing assets, reduce the value of loans held for sale and increase the volatility of mortgage banking revenues, potentially adversely affecting the Company’s results of operations.

[added: The actions of] the [added: Federal Reserve influence the] rates of interest that the Company charges on loans and that the Company pays on borrowings and interest-bearing deposits and can also affect the value of the Company’s on-balance sheet and off-balance sheet financial instruments.

Should tax laws change or the tax authorities' interpretations of tax laws and regulations differ from management’s assumptions or interpretations, [removed: the result and adjustments required could have a material effect on the Company’s results of operations.]

Therefore, the Company is, or in the future may be, particularly vulnerable to adverse changes in economic conditions in the Northeast and Mid-Atlantic regions, as well as events particularly affecting those [added: regions.]

[added: In some cases, governmental authorities have required] criminal pleas or admissions of wrongdoing as part of such settlements, which could have significant collateral consequences for a financial institution, including loss of customers, restrictions on the ability to access the capital markets, and the inability to operate certain businesses or offer certain products for a period of time.

A prior enforcement action also increases the risk that regulators and governmental authorities pursue formal [removed: enforcement actions in connection with the resolution of an inquiry or investigation, even if unrelated to the prior enforcement action.]

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

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

See "Capital Requirements" and "Resolution Planning and Resolution-Related Requirements" under Part I, Item 1, "Business" for information regarding the federal banking regulators’ July 2023 proposal implementing [removed: the] revisions to the Basel capital framework and August 2023 long-term debt proposal.

The long-term debt proposal, if adopted, would require [removed: M&T] [added: the Company] to maintain more long-term [added: debt than it does currently, which would likely adversely affect interest expense, net interest income and net interest margin.]

The results of future supervisory stress tests and the impact of proposed revisions to capital [removed: and long-term debt] requirements upon the stress testing framework are uncertain, and a more severe outcome may result in a higher SCB and an increase in M&T’s effective capital requirements.

[removed: Factors that influence the Company’s credit loss experience include: (i) overall economic conditions affecting businesses and consumers, generally; (ii) the impact of commercial and residential real estate values on loans to real estate builders and developers and other loans secured by such real estate; (iii) the concentration of commercial real estate loans in the Company’s loan] portfolio, including construction loans, loans secured by office, retail, health services, hospitality and multifamily properties and loans secured by property in the New York City and certain other large metropolitan areas; (iv) the concentration of commercial and industrial loans to businesses in the Northeastern and Mid-Atlantic regions of the U.S.; (v) the repayment performance associated with first and second lien loans secured by residential real estate; and (vi) the size of the Company’s portfolio of loans to individual consumers, which historically have experienced higher net charge-offs as a percent of loans outstanding than loans to other types of borrowers.

[removed: Emerging and evolving] [added: Evolving] factors such as the shift to work-from-home or hybrid-work arrangements, changing consumer preferences (including for online shopping), and resulting changes in occupancy rates as a result of these and other trends can also impact such valuations over relatively short periods.

The Company maintains an allowance for [removed: credit] [added: loan] losses [removed: which] [added: that] represents, in management’s judgment, the amount of losses expected in the loan [removed: and lease] portfolio.

The allowance is determined by management’s evaluation of the loan [removed: and lease] portfolio based on such factors as the differing economic risks associated with each loan category, the current financial condition of specific borrowers, the [added: current and forecasted] economic environment in which borrowers operate, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or indemnifications.

Management believes that the allowance for [removed: credit] [added: loan] losses as of December 31, [removed: 2024] [added: 2025] appropriately reflects expected credit losses in the loan [removed: and lease] portfolio.

Financial services institutions are interrelated as a result of trading, clearing, counterparty, [removed: or] [added: and] other relationships.

In addition, adverse developments at other financial institutions, including failures of other financial institutions, could result in negative media coverage regarding the financial services industry, which may negatively influence the perceptions of investors, borrowers or depositors [added: regarding the financial services industry in general, a subset of financial institutions or M&T in particular.]

The Company [added: primarily] relies on core customer deposits to be a reasonable cost and stable source of funding for the loans it makes and the operations of its business.

In addition to customer deposits, [added: other] sources of [removed: liquidity include] [added: liquidity, including] brokered deposits and borrowings from securities dealers, the FHLB of New York and the FRB of New York, as well as the debt and equity capital [removed: markets.][added: markets, are available to the Company.]

The Company’s liquidity [added: position] and ability to fund and operate the business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general, which may result in a loss of customer deposits or outflows of cash or collateral and/or ability to access capital markets on favorable terms.

Negative news about the Company or the financial services industry generally may reduce market or customer confidence in the Company, which could in turn materially adversely affect the Company’s liquidity [added: position] and [added: ability to raise] funding.

If the Company is unable to continue to fund assets through customer [removed: bank] deposits or access [added: to other] funding sources [removed: on] [added: at] reasonable terms or if the Company suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, the Company’s liquidity, operating margins, financial condition and results of operations may be materially adversely affected.

The total amount that the Company pays for funding [removed: costs] is dependent, in part, on the Company’s ability to maintain or grow its [added: customer] deposits.

[removed: If the Company is unable to sufficiently maintain or grow] its deposits to meet liquidity objectives, it may be subject to paying higher funding costs.

If competitors are slow to reduce rates they pay on deposits, the Company’s funding costs could be adversely impacted, either because the Company could be forced to hold rates higher to avoid losing deposits or [removed: because] the Company loses deposits and must rely on more expensive sources of funding.

[removed: Regulatory scrutiny of capital and liquidity levels at BHCs and IDI subsidiaries has increased] [added: Events] in [removed: recent years] [added: the banking industry have in the past resulted,] and [removed: has resulted] [added: could] in [added: the future result, in] increased regulatory focus on all aspects of capital planning, including dividends and other distributions to shareholders of banks, such as parent BHCs.

The Company competes on the basis of several factors, including capital, access to capital, revenue generation, products, services, transaction execution, innovation, [removed: reputation] [added: reputation,] and price.

Financial technology providers, who invest substantial resources in developing and designing new technology (in particular digital and mobile technology) are beginning to offer more traditional banking products (either directly or through bank [removed: partnerships)] [added: partnerships), or products that may be viewed as substitutes for traditional banking products,] and may in the future be able to provide additional services by obtaining a bank-like charter, such as the OCC’s financial technology company charter.

In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers such as digital assets and blockchain, as well as advances in robotic process [removed: automation,] [added: automation and AI,] could significantly affect the competition for financial services.

Any requisite approval could be delayed or not obtained at all, including due to, among other factors, an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approval, including [added: factors not known at the time of entering into the definitive agreement for the acquisition or submission of the related application for regulatory approval, and factors that may arise subsequently; governmental, political]

The Company's success depends, in large part, on its ability to attract and retain key individuals and to have a [removed: diverse workforce.][added: workforce of broad and varied skill sets.]

The FOMC then maintained the target interest rate in 2025, before decreasing it in each of September, October and December 2025.

the result and adjustments required could have a material effect on the Company’s results of operations.

enforcement actions in connection with the resolution of an inquiry or investigation, even if unrelated to the prior enforcement action.

In August 2025, a district court ruled against the Federal Reserve and vacated the regulation, but its order is stayed pending appeal to the circuit court.

At December 31, 2025 M&T's SCB was 2.7%.

Factors that influence the Company’s credit loss experience include: (i) overall economic conditions affecting businesses and consumers, generally; (ii) the impact of commercial and residential real estate values on loans to real estate builders and developers and other loans secured by such real estate; (iii) the concentration of commercial real estate loans in the Company’s loan

If the Company is unable to sufficiently maintain or grow

In July 2025 the GENIUS Act, which establishes a regulatory framework for “payment stablecoins” and their issuers, was signed into law.

Consumers and businesses may view payment stablecoins as a substitute for traditional bank deposits, which could result in reduced levels of deposits in the banking system.

Depending on consumer and business interest in payment stablecoins, and the characteristics and utility of payment stablecoins, the passage of the GENIUS Act could result in increased competition with respect to M&T’s bank subsidiaries’ deposit products.

However, the GENIUS Act requires the U.S. Treasury Department and federal and state regulators to issue regulations on numerous topics to interpret and implement the statute, so the effect of the GENIUS Act will depend on what those regulations provide.

or community group inquiries, investigations or opposition, including those based on concerns regarding policies or practices related to fair access to financial services; or changes in legislation or the political environment more generally.

- Risks of harm to the Company's reputation.

In addition, the Dodd-Frank Act required those agencies, along with

applicable to the use of AI.

In addition, due to the inherent subjectivity of the

For example, the NYSDFS issued guidance for New York State-regulated banking and

mortgage institutions relating to the management of material financial risks from climate change in December 2023.

The actions of the Federal Reserve influence

regions.

In some cases, governmental authorities have required

debt than it does currently, which would likely adversely affect interest expense, net interest income and net interest margin.

In June 2024, the Federal Reserve released the results of its most recent supervisory stress tests, and based on those results, on October 1, 2024, M&T’s SCB of 3.8% became effective.

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

Following the failures of certain large banks in 2023, the banking regulators have indicated they may revise the liquidity requirements applicable to large financial institutions.

In recent years, federal authorities, including the bank regulators and the DOJ, have increased their scrutiny of bank mergers and acquisitions, and there is continued uncertainty with regard to how the federal authorities will evaluate bank mergers and acquisitions, including from an antitrust perspective.

factors not known at the time of entering into the definitive agreement for the acquisition or submission of the related application for regulatory approval, and factors that may arise subsequently; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment more generally.

- Reputational risks.

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

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

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

management of their climate risks and related lending, investment, operations and advisory activities.

For example, the Federal Reserve, the FDIC, and the OCC jointly issued interagency guidance for large financial institutions on principles for climate-related financial risk management in October 2023, the NYSDFS issued guidance for New York State-regulated banking and mortgage institutions relating to the management of material financial risks from climate change in December 2023, and the SEC finalized climate-related disclosure rules in March 2024, although the SEC disclosure rules are currently stayed pending judicial review.

M&T is a BHC headquartered in Buffalo, New York with consolidated assets of [removed: $208.1] [added: $213.5] billion at December 31, [removed: 2024.][added: 2025.]

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

M&T Bank, with total consolidated assets of [removed: $207.6] [added: $212.9] billion at December 31, [removed: 2024,] [added: 2025,] is a New York-chartered commercial bank with [removed: 955] [added: 942] domestic banking offices primarily located in the Northeastern and Mid-Atlantic regions of the U.S., including the District of Columbia, and a full-service commercial banking office in Ontario, Canada.

Wilmington Trust, N.A. is a national bank with total consolidated assets of [removed: $711] [added: $773] million at December 31, [removed: 2024.][added: 2025.]

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

[removed: In connection with the acquisition] [added: As a result of previous business acquisitions,] the Company recorded [removed: $3.9 billion of] goodwill [removed: and $261 million] of [added: $8.5 billion and] core deposit and other intangible [removed: assets.][added: assets of $64 million at December 31, 2025.]

Information [removed: regarding] [added: about] the [removed: Company's acquisition] [added: Company’s relationship with BLG] and [removed: divestitures] [added: its affiliates] is included in note [removed: 2] [added: 23] of Notes to Financial [removed: Statements.][added: Statements.*]

For a discussion of [removed: 2023] [added: 2024] results as compared with [removed: 2022] [added: 2023] results, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the [added: M&T] Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

A comparative summary of financial results for the Company is provided in Table [removed: 1.][added: 1 that follows.]

| | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] to [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2022] [added: 2023] to [removed: 2023] [added: 2024] | | | | | | | | |

| (Dollars in millions, except per share) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Amount | | | | | | % | | | | | | Amount | | | | | | % | | |

| Net interest income | | | $ | [removed: 6,852] [added: 6,948] | | | | | $ | [removed: 7,115] [added: 6,852] | | | | | $ | [removed: 5,822] [added: 7,115] | | | | | $ | [removed: (263)] [added: 96] | | | | | [removed: \-4] [added: 1] | | % | | | | $ | [removed: 1,293] [added: (263)] | | | | | [removed: 22] [added: \-4] | | % |

| Taxable-equivalent adjustment (a) | | | [removed: 50] [added: 44] | | | | | | [removed: 54] [added: 50] | | | | | | [removed: 39] [added: 54] | | | | | | [removed: (4)] [added: (6)] | | | | | | [removed: \-9] [added: \-11] | | | | | | [removed: 15] [added: (4)] | | | | | | [removed: 40] [added: \-9] | | |

| Net interest income (taxable-equivalent basis) (a) | | | [removed: 6,902] [added: 6,992] | | | | | | [removed: 7,169] [added: 6,902] | | | | | | [removed: 5,861] [added: 7,169] | | | | | | [removed: (267)] [added: 90] | | | | | | [removed: \-4] [added: 1] | | | | | | [removed: 1,308] [added: (267)] | | | | | | [removed: 22] [added: \-4] | | |

| Provision for credit losses | | | [removed: 610] [added: 505] | | | | | | [removed: 645] [added: 610] | | | | | | [removed: 517] [added: 645] | | | | | | [removed: (35)] [added: (105)] | | | | | | [removed: \-5] [added: \-17] | | | | | | [removed: 128] [added: (35)] | | | | | | [removed: 25] [added: \-5] | | |

| Other income | | | [removed: 2,427] [added: 2,742] | | | | | | [removed: 2,528] [added: 2,427] | | | | | | [removed: 2,357] [added: 2,528] | | | | | | [removed: (101)] [added: 315] | | | | | | [removed: \-4] [added: 13] | | | | | | [removed: 171] [added: (101)] | | | | | | [removed: 7] [added: \-4] | | |

| Other expense | | | [removed: 5,359 | | | | | | 5,379 | | | | | | 5,050 | | | | | | (20) | | | | | | —] [added: $] | [added: 5,493] | | | | | [removed: 329] [added: $] | [added: 5,359] | | | | | [removed: 7] [added: $] | [added: 5,379] | |

| Net income | | | [removed: 2,588] [added: 2,851] | | | | | | [removed: 2,741] [added: 2,588] | | | | | | [removed: 1,992] [added: 2,741] | | | | | | [removed: (153)] [added: 263] | | | | | | [removed: \-6] [added: 10] | | | | | | [removed: 749] [added: (153)] | | | | | | [removed: 38] [added: \-6] | | |

| Basic earnings | | | [removed: 14.71] [added: 17.10] | | | | | | [removed: 15.85] [added: 14.71] | | | | | | [removed: 11.59] [added: 15.85] | | | | | | [removed: (1.14)] [added: 2.39] | | | | | | [removed: \-7] [added: 16] | | | | | | [removed: 4.26] [added: (1.14)] | | | | | | [removed: 37] [added: \-7] | | |

| Diluted earnings | | | [removed: 14.64] [added: 17.00] | | | | | | [removed: 15.79] [added: 14.64] | | | | | | [removed: 11.53] [added: 15.79] | | | | | | [removed: (1.15)] [added: 2.36] | | | | | | [removed: \-7] [added: 16] | | | | | | [removed: 4.26] [added: (1.15)] | | | | | | [removed: 37] [added: \-7] | | |

| Average assets | | | [removed: 1.23] [added: 1.35] | | % | | | | [removed: 1.33] [added: 1.23] | | % | | | | [removed: 1.05] [added: 1.33] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Average common shareholders' equity | | | [removed: 9.54] [added: 10.27] | | | | | | [removed: 11.06] [added: 9.54] | | | | | | [removed: 8.67] [added: 11.06] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net interest margin | | | [removed: 3.58] [added: 3.67] | | | | | | [removed: 3.83] [added: 3.58] | | | | | | [removed: 3.39] [added: 3.83] | | | | | | | | | | | | | | | | | | | | | | | | | | |

This adjustment, which is related to interest received on qualified municipal securities, industrial revenue financings and preferred equity securities, is based on a composite income tax rate of approximately 25% in [added: each of 2025 and] 2024 and 26% in [removed: each of 2023 and 2022.*][added: 2023.*]

The [removed: decrease] [added: increase] in net income in [removed: 2024] [added: 2025] as compared with [removed: 2023] [added: 2024] reflects the following:

[removed: - Taxable-equivalent net] [added: Net] interest income [removed: was $6.90] [added: on a taxable-equivalent basis totaled $6.99] billion in [removed: 2024, a decline] [added: 2025, an increase] of [removed: $267 million, or 4%] [added: $90 million] from [removed: $7.17] [added: $6.90] billion in [removed: 2023.][added: 2024.]

On [removed: May 13, 2024,] [added: October 31, 2025,] M&T issued [removed: 75,000] [added: 45,000] shares of Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series [removed: J,] [added: K,] with a liquidation preference of $10,000 per share.

On [removed: August 15, 2024,] [added: February 1, 2026,] M&T redeemed all [removed: 350,000] [added: 40,000] outstanding shares of its Perpetual [removed: Fixed-to-Floating] [added: Fixed] Rate [added: Reset] Non-Cumulative Preferred Stock, Series [removed: E,] [added: G,] for [removed: $350] [added: $400] million.

Under approved capital plans and programs authorized by the Board of Directors, M&T repurchased [removed: 2,148,042] [added: 14.3 million] shares of its common stock in [removed: 2024] [added: 2025] at [removed: an average cost per share of $184.37 resulting in] a total [removed: cost, including the share repurchase excise tax,] [added: cost] of [removed: $400 million.][added: $2.66 billion.]

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

There were no [removed: merger-related expenses] [added: credit-related losses on debt investment securities recognized] in [added: 2025,] 2024 and 2023.

| (Dollars in millions, except per share) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] to [removed: 2024] [added: 2025] | | | | | | [removed: 2022] [added: 2023] to [removed: 2023] [added: 2024] | | |

| Net operating income | | | $ | [removed: 2,630] [added: 2,883] | | | | | $ | [removed: 2,789] [added: 2,630] | | | | | $ | [removed: 2,466] [added: 2,789] | | | | | [removed: \-6] [added: 10] | | % | | | | [removed: 13] [added: \-6] | | % |

| Diluted net operating earnings per share | | | [removed: 14.88] [added: 17.20] | | | | | | [removed: 16.08] [added: 14.88] | | | | | | [removed: 14.42] [added: 16.08] | | | | | | [removed: \-7] [added: 16] | | | | | | [removed: 12] [added: \-7] | | |

| Average tangible assets | | | [removed: 1.30] [added: 1.43] | | % | | | | [removed: 1.42] [added: 1.30] | | % | | | | [removed: 1.35] [added: 1.42] | | % | | | | | | | | | | | | |

| Average tangible common equity | | | [removed: 14.54] [added: 15.36] | | | | | | [removed: 17.60] [added: 14.54] | | | | | | [removed: 16.70] [added: 17.60] | | | | | | | | | | | | | | |

| Efficiency ratio | | | [removed: 56.9] [added: 56.0] | | | | | | [removed: 54.9] [added: 56.9] | | | | | | [removed: 56.6] [added: 54.9] | | | | | | | | | | | | | | |

| Tangible equity per common share (a) | | | $ | [removed: 109.36] [added: 117.45] | | | | | $ | [removed: 98.54] [added: 109.36] | | | | | $ | [removed: 86.59] [added: 98.54] | | | | | [removed: 11] [added: 7] | | | | | | [removed: 14] [added: 11] | | |

| (Dollars in millions, except per share) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income | | | $ | [removed: 2,588] [added: 2,851] | | | | | $ | [removed: 2,741] [added: 2,588] | | | | | $ | [removed: 1,992] [added: 2,741] | |

- Net interest income on a taxable-equivalent basis increased $90 million reflecting loan growth and favorable net repricing of earning assets and interest-bearing liabilities, including a reduction of the negative impact from interest rate swap agreements, as net interest margin widened by 9 basis points.

- The provision for credit losses declined $105 million mainly reflecting improved levels of criticized loans.

- Noninterest income increased $315 million reflecting higher mortgage banking revenues, service charges on deposit accounts, trust income and other revenues from operations.

- Noninterest expense rose $134 million reflecting higher salaries and employee benefits expense and outside data processing and software costs, partially offset by lower FDIC special assessments that included a $37 million reduction of expense in 2025 as compared with $34 million of expense in 2024.

- The Company’s effective tax rates were 22.8% in 2025 and 21.8% in 2024, reflective of $8 million and $31 million of discrete tax benefits in each of those respective years.

In 2024, M&T repurchased 2.1 million shares of its common stock at a total cost of $400 million.

| Core deposit and other intangible assets | | | (64) | | | | | | (94) | | | | | | (147) | | |

The FOMC lowered its federal funds target interest rate by a total of 100 basis points in the last four months of 2024 and by a total of 75 basis points in the last four months of 2025.

That increase reflects a 9 basis-point widening of the net interest margin driven by a decrease of 51 basis points in the cost of interest-bearing liabilities, partially offset by a 22 basis-point decline in the yield received on earning assets and a 20 basis-point reduction in the contribution of net interest-free funds.

Contributing to lower yields on earning assets and rates paid on interest-bearing liabilities in 2025 was the impact of the aforementioned FOMC interest rate reductions.

The yields received on earning assets reflect a reduction of the negative impact from interest rate swap agreements entered into for interest rate risk management purposes on yields received on commercial and industrial and commercial real estate loans.

Partially offsetting the overall decline in yields received on earning assets was an increase in yields received on investment securities from the deployment of liquidity into fixed rate investment securities throughout 2024 and 2025 that yielded higher rates than maturing investment securities.

| Loans (a): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Core deposit and other intangible assets | | | 82 | | | | | | | | | | | | | | | | | | 120 | | | | | | | | | | | | | | | | | | 177 | | | | | | | | | | | | | | |

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

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

| Total deposits | | | $ | 163,107 | | | | | $ | 2,746 | | | | | 1.68 | | % | | | | $ | 163,423 | | | | | $ | 3,295 | | | | | 2.02 | | % | | | | $ | 162,094 | | | | | $ | 2,417 | | | | | 1.49 | | % |

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

*(d)The yield on state and political subdivisions investment securities for 2025 reflects $18 million of lower taxable-equivalent interest income resulting from an alignment of amortization periods for certain municipal bonds obtained from the acquisition of People's United.*

| Loans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commercial and industrial | | | $ | (149) | | | | | $ | 178 | | | | | $ | (327) | | | | | $ | 420 | | | | | $ | 315 | | | | | $ | 105 | |

| Real estate - commercial | | | (357) | | | | | | (339) | | | | | | (18) | | | | | | (267) | | | | | | (264) | | | | | | (3) | | |

| Consumer | | | 188 | | | | | | 199 | | | | | | (11) | | | | | | 265 | | | | | | 136 | | | | | | 129 | | |

| Time deposits | | | (306) | | | | | | (164) | | | | | | (142) | | | | | | 110 | | | | | | 49 | | | | | | 61 | | |

*(d)The change in interest income on state and political subdivisions investment securities for 2025 compared with 2024 reflects $18 million of lower taxable-equivalent interest income resulting from an alignment of amortization periods for certain municipal bonds obtained from the acquisition of People's United.

The impact of this reduction is primarily included in the "Rate" column.*

Interest rate swap agreements

| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Active | | | | | | 15,200 | | | | | | 0.7 | | | | | | 3.81 | | | | | | 3.78 | | |

| Forward-starting | | | | | | 9,700 | | | | | | 2.0 | | | | | | 3.37 | | | | | | 3.84 | | |

| Total | | | | | | $ | 31,000 | | | | | 2.0 | | | | | | | | | | | | | | |

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

The following table summarizes changes in the components of average loans.

| Commercial and industrial | | | $ | 61,520 | | | | | $ | 58,871 | | | | | $ | 54,271 | | | | | 4 | | % | | | | 8 | | % |

- Average commercial and industrial loans grew $2.6 billion reflecting higher average balances of loans to financial and insurance companies and motor vehicle and recreational finance dealers.

- Average commercial real estate loans declined $5.3 billion as the Company executed various strategies to reduce its relative concentration of such loans.

Average permanent and construction commercial real estate loans decreased by $3.2 billion and $2.1 billion, respectively.

- Average residential real estate loans grew $945 million reflecting the retention of originated residential mortgage loans and purchases.

- Average consumer loans increased $3.1 billion reflecting recreational finance and automobile average loan growth of $2.2 billion and $638 million, respectively.

Table 9 presents the geographical composition of the Company’s loan portfolio at December 31, 2025.

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 with M&T Bank as the surviving entity.

The People's United transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date.

M&T recorded assets acquired of $64.2 billion, including $35.8 billion of loans and leases and $11.6 billion of investment securities, and liabilities assumed totaling $55.5 billion, including $53.0 billion of deposits.

The transaction added $8.4 billion to M&T's common shareholders' equity and $261 million to preferred equity.

The results of operations acquired from People's United have been included in the Company's financial results since April 1, 2022.

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

The FOMC had increased its federal funds target rate through multiple hikes totaling 5.25% from March 2022 through July 2023 in response to inflationary pressures, before lowering that rate a total of 1.00% from September 2024 through December 2024.

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

credit losses in 2024 as compared with 2023.

In the second quarter of 2023, M&T completed the divestiture of its CIT business to a private equity firm.

The sale of that business resulted in a pre-tax gain of $225 million ($157 million after-tax effect) in the 2023 results of operations.

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

As a result, the Company recorded an expense of $197 million ($146 million after-tax effect) and $34 million ($26 million after-tax effect) for the special assessment in the 2023 and 2024 results of operations, respectively.

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

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

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

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

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

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

- The Company’s effective tax rate was 21.8% in 2024, compared with 24.3% in 2023.

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

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

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

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

In 2022, those merger-related expenses totaled $580 million ($432 million after-tax effect).

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

| Merger-related expenses (a) | | | — | | | | | | — | | | | | | 431 | | |

| Merger-related expenses (a) | | | — | | | | | | — | | | | | | 2.63 | | |

| Merger-related expenses | | | — | | | | | | — | | | | | | (338) | | |

| Merger-related expenses | | | | | | | | | | | | | | | | | |

| Other expense | | | — | | | | | | — | | | | | | 338 | | |

| Total | | | $ | — | | | | | $ | — | | | | | $ | 580 | |

Taxable-equivalent net interest income was $6.90 billion in 2024, compared with $7.17 billion in 2023.

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

The FOMC raised its federal funds target interest rate through multiple hikes that totaled 5.25% from March 2022 through July 2023 in response to inflationary pressures, before reducing that rate by a total of 1.00% in the last four months of 2024.

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

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

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

Incorporated by reference to the discussion contained in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," under the captions "Liquidity Risk," "Market Risk and Interest Rate Sensitivity" (including Table [removed: 39)] [added: 40)] and "Capital."

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

At December 31, [removed: 2024,] [added: 2025,] M&T had two wholly-owned bank subsidiaries: M&T Bank and Wilmington Trust, N.A. The banks collectively offer a wide range of retail and commercial banking, [removed: trust and] wealth management, [added: trust] and [removed: investment] [added: institutional] services to their customers.

The Company had consolidated total assets of [removed: $208.1] [added: $213.5] billion, deposits of [removed: $161.1] [added: $166.9] billion and shareholders’ equity of [removed: $29.0] [added: $29.2] billion at December 31, [removed: 2024.][added: 2025.]

M&T Bank provides banking products and services through a domestic banking office and ATM network located throughout New [removed: York State,] [added: York,] Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West [removed: Virginia,] [added: Virginia] and the District of Columbia.

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

At December 31, [removed: 2024,] [added: 2025,] M&T Bank and its subsidiaries represented over 99% of the consolidated assets of the Company.

Wilmington Trust, N.A. is a national bank with total assets of [removed: $711] [added: $773] million at December 31, [removed: 2024.][added: 2025.]

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

These other subsidiaries did not represent, individually or collectively, a significant portion of the Company’s consolidated assets, net income and shareholders’ equity at December 31, [removed: 2024.][added: 2025.]

The only activities that, as a class, contributed 10% or more of the sum of consolidated interest income and other income in any of the last three years were interest income on loans [removed: and leases] [added: in] each [removed: year] [added: of 2025, 2024] and [added: 2023,] interest income on [added: investment securities in 2025 and interest income on] deposits at banks in each of 2024 and 2023.

If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit [removed: unions,] [added: unions] and other financial institutions.

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

New York laws and regulations govern many aspects of M&T Bank’s operations, [removed: including branching, dividends, subsidiary activities, fiduciary activities, lending, and deposit taking.]

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

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

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

Under the Tailoring Rules, Category IV firms, among other things, (i) are not subject to any LCR or NSFR (or, in certain cases, are subject to reduced requirements), (ii) remain eligible to opt-out of the requirement to recognize most elements of accumulated other comprehensive income in regulatory capital, (iii) are [removed: no longer] [added: not] subject to company-run stress testing requirements, (iv) are subject to supervisory stress testing on at least a biennial basis rather than an annual basis, (v) are subject to requirements to develop and maintain a capital plan on an annual basis and (vi) are subject to certain liquidity risk management and risk committee requirements.

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

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

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

[removed: On] [added: In] July [removed: 27,] 2023, the Federal Reserve, the FDIC and the OCC proposed revisions to the Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Capital Rules.

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

In June [removed: 2024,] [added: 2025,] the Federal Reserve released the results of its most recent supervisory stress tests.

Based on those [removed: results,] [added: results and the current rules,] on October 1, [removed: 2024,] [added: 2025,] M&T's SCB of [removed: 3.8%] [added: 2.7%] became effective.

Accordingly, it is currently subject to a CET1 capital requirement of [removed: 8.3%] [added: 7.2%] (a sum of the SCB and the minimum CET1 capital ratio).

[removed: M&T’s ability to make capital distributions would] likely be impacted in the event that M&T fails to maintain its CET1 risk-based, Tier 1 risk-based and total risk-based capital ratios above minimum requirements including its SCB.

Under the Tailoring Rules, as a Category IV firm, the Company is not subject to the Federal Reserve and other federal banking [removed: regulators] [added: regulators'] rules that implement a U.S. version of the Basel Committee’s LCR requirement, which is intended to ensure that banks hold sufficient amounts of so-called high quality liquid assets to cover the anticipated net cash outflows during a hypothetical acute 30-day stress scenario, or the NSFR, which is designed to promote more medium- and long-term funding of the assets and activities of banks over a one-year time horizon.

[removed: If, after being so notified, an institution fails to submit an acceptable] compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject.

[added: An undercapitalized institution is also generally prohibited from increasing its average total assets, accepting brokered deposits or offering interest] rates on any deposits significantly higher than prevailing market rates, making acquisitions, establishing any branches or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC.

All covered transactions, including certain additional transactions (such as transactions with a third party in which an affiliate has a financial interest), must be conducted on terms and under circumstances including credit [removed: standards,] [added: standards] (i) that are substantially the same, or at least as favorable to such bank or its subsidiary, as those prevailing at the time for comparable transactions with or involving other nonaffiliated companies, or in the absence of comparable transactions, (ii) that in good faith would be offered to, or would apply to, nonaffiliated companies.

[added: The] FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years.

[removed: For a holding company that has more than one IDI subsidiary, such as M&T, the] $5 billion exclusion is allocated among the company’s IDI subsidiaries in proportion to each IDI’s estimated uninsured deposits.

The Company's total share of the FDIC's special assessment is estimated [removed: to be $231] [added: at $194] million, of which [added: $98 million and] $74 million was paid in [removed: 2024.][added: 2025 and 2024, respectively.]

The amount of [removed: estimated] FDIC special [removed: assessments] [added: assessment] remaining to be paid and included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet at December 31, [removed: 2024] [added: 2025] was [removed: $157] [added: $22] million.

When evaluating a transaction, the Federal Reserve must also take into account the institution's effectiveness in combating money laundering and consider the extent to which the [added: transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.]

[removed: The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide] incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage [removed: risks,] [added: risks;] (ii) be compatible with effective internal controls and risk [removed: management] [added: management;] and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

The excess compensation would be based on the amount the executive officer would have received had the incentive-based compensation been determined using the restated [removed: financials.][added: financial statements.]

The NYSE’s listing standards pursuant to the SEC’s rule became effective October [removed: 2,] 2023.

In [removed: late] 2019, the Federal Reserve and FDIC issued modified rules that, among other things, adjusted the review cycles and applicability of the agencies’ resolution planning requirements.

[removed: On] [added: In] June [removed: 20,] 2024, the FDIC finalized amendments to the resolution planning requirements for IDIs with $50 billion or more in total assets.

including branching, dividends, subsidiary activities, fiduciary activities, lending and deposit taking.

The federal banking regulators have subsequently indicated that they expect to issue a revised proposal, the timing and contents of which are uncertain.

A Category IV firm is also able to elect to

In April 2025, the Federal Reserve issued a proposed rule that would result in the SCB being calculated based on an average of a firm’s stress test results over two consecutive years, which is intended to reduce volatility in firms’ capital requirements.

However, a Category IV institution like M&T, which is only subject to stress tests every other year, would receive an SCB based solely on its most recent stress test, unless it opted into the supervisory stress tests in an off-cycle year.

In October 2025, the Federal Reserve issued proposals to enhance the transparency and public accountability of its annual stress test, which is used to set the SCB for large BHCs, including M&T.

The proposals request comment on several elements of the stress test, including the models and scenarios used; an enhanced disclosure process for the scenarios and material model changes in future stress test cycles; modifications to reporting forms; and an adjusted timeline for the annual process to accommodate a comment period for scenarios and material model changes.

M&T’s ability to make capital distributions would

If, after being so notified, an institution fails to submit an acceptable

In October 2025, the FDIC and OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement powers under the FDIA.

The proposed definition would focus on whether the practice is likely to materially harm, or already has materially harmed, the financial condition of an institution.

The Federal Reserve has not issued a similar proposal.

For a holding company that has more than one IDI subsidiary, such as M&T, the

The FDIC has adjusted the amount of the special assessment since 2023 and has indicated that the amount of the special assessment may be adjusted in the future should its loss estimates change.

The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide

and satisfies additional criteria), subject to a three-year phase-in period.

The proposal has not yet been finalized.

The FDIC has developed a strategy under the OLA referred to as the "single point of entry" strategy, under which the FDIC would resolve a failed FHC by transferring its assets (including shares of its operating subsidiaries) and, potentially, very limited liabilities to a "bridge" holding

requirements for larger companies.

The proposed rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the proposal.

During 2025, the CFPB significantly reduced its staff.

The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court's rehearing of the

case.

If adopted as proposed, the proposed rule would lower the maximum permissible interchange fee that issuers may collect.

States and state attorneys general may increase regulatory, investigative and enforcement activity with respect to consumer protection, in response to changes in regulation, supervision and enforcement of consumer protection laws by federal regulators.

In July 2025, those agencies issued a joint proposal to rescind the final rule.

Failure of a financial institution to maintain and implement adequate programs to combat money laundering and

In December 2025, FinCEN delayed the effective date of the rule to January 1, 2028 to allow FinCEN to review the rule and ensure it is effectively tailored to the diverse business models and risk profiles of investment advisors and provide such investment advisors more time to come into compliance with the rule upon the revised effective date.

Fair Access to Financial Services

In August 2025 Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” was signed, which states that it is the policy of the U.S. that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations or political views.

The Executive Order directs the U.S. Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

M&T employees volunteer thousands of hours and serve on the boards of hundreds of not-for-profit organizations within the communities the Company serves.

Such requests may be directed to M&T Bank Corporation, Shareholder Relations Department, One M&T Plaza, Buffalo, NY 14203 (Telephone: (716) 842-5138).

The proposal introduces revised credit risk, equity risk, operational risk, credit valuation adjustment risk and market risk requirements (together, the "Expanded Risk-Based Approach").

The Expanded Risk-Based Approach would apply to Category I through Category IV firms and would replace the existing advanced approaches with respect to credit and operational risk.

Under the proposal, banking organizations with more than $100 billion in total consolidated assets would be required to calculate RWAs using the higher of (i) the Expanded Risk-Based Approach or (ii) the current standardized approach and revised market risk requirements.

Calculating RWAs under the Expanded Risk-Based Approach would impose additional operational costs, including the costs to collect the data elements that would be used in the calculations.

In addition, the proposal would subject Category IV firms, like M&T, to the deductions framework for mortgage servicing assets and deferred tax assets and the methodology for calculating minority interest limitations currently applicable only to Category I and Category II firms.

Category IV firms would also no longer be eligible to opt-out of including certain components of accumulated other comprehensive income in regulatory capital.

Those firms would be required to include all accumulated other comprehensive income components in regulatory capital, except gains and losses on cash flow hedges.

Those adjustments recognized in accumulated other comprehensive income, among other items, would include unrealized losses on available-for-sale debt securities and any amounts recorded in accumulated other comprehensive income attributed to defined benefit postretirement plans.

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

accumulated other comprehensive income components starting July 1, 2028.

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

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

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

The

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

The special assessments are being collected at a quarterly rate of 3.36 basis points over eight quarters in 2024 and 2025.

The first assessment period began on January 1, 2024.

The rule provides that the total loss estimate will be periodically adjusted and the FDIC retains the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis.

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

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

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

In January 2021, the FDIC lifted its existing moratorium on resolution plans, resuming the requirement for resolution plan submissions for IDIs with $100 billion or more in assets.

The FDIC also announced its intention to conduct targeted engagement and capabilities testing related to resolution planning with select firms, for which M&T Bank most recently participated during 2021.

In June 2021, the FDIC issued a Statement on Resolution Plans for IDIs, which, among other things, provides general information regarding the content that filers are expected to prepare and extends the submission frequency for specified IDIs to a three-year resolution plan filing cycle.

Pursuant to this filing cycle, M&T Bank submitted its most recent resolution plan to the FDIC in November 2022.

The rule also, among other things, revises the required contents of a resolution plan for an IDI with $100 billion or more in total assets and addresses the IDI’s capabilities to produce valuations that the FDIC could use to conduct the statutorily required least-cost analysis in the event of the IDI’s failure.

Under the proposal, BHCs and IDIs would be required to maintain eligible long-term debt in an amount equal to the greatest of 6% of RWAs, 3.5% of average total consolidated assets and, if subject to the SLR, 2.5% of total leverage exposure (the denominator of the SLR).

The proposal would also apply "clean holding company" requirements to Category II through IV BHCs, which would, among other things, prohibit entering into derivatives and certain other financial contracts with third parties.

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

For banks with at least $10 billion and less than $250 billion in total assets, compliance with the rule is required by April 1, 2027.

The current interchange fee limitations establish a maximum possible fee for many types of debit interchange transactions that is equal to no more than 21 cents per transaction plus five basis points multiplied by the value of the transaction.

The proposed changes would establish a maximum permissible interchange fee of no more than 14.4 cents per transaction plus four basis points multiplied by the value of the transaction.

The current rules allow a debit card issuer to recover one cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements.

Under the proposed changes, the fraud prevention adjustment would be increased to 1.3 cents per transaction.

The proposed rule would also establish an automatic update of the interchange fee cap every other year based on a survey of debit card issuers.

On December 12, 2024, the CFPB issued a final rule that significantly reforms the regulatory framework governing overdraft practices applicable to banks such as M&T Bank that have more than $10 billion in assets.

The rule, which is effective October 1, 2025, modifies or eliminates several long-standing exclusions from requirements generally applicable to consumer credit that previously exempted certain overdraft practices.

Under the rule, if covered banks charge overdraft fees that

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

Depending on the approach M&T Bank adopts, these changes to the regulatory framework could result in M&T Bank, among other things, facing higher compliance costs in charging overdraft fees, experiencing a decreased ability to recover amounts extended as overdraft protection under a separate credit arrangement, reducing the availability of overdraft protection, and/or charging lower per item overdraft fees.

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

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Aggregate market value of the Common Stock, $0.50 par value, held by non-affiliates of the registrant, computed by reference to the closing price as of the close of business on June 30, [removed: 2024: $24,606,656,349.][added: 2025: $29,618,092,321.]

Number of shares of the Common Stock, $0.50 par value, outstanding as of the close of business on February [removed: 14, 2025: 164,333,454] [added: 13, 2026: 149,000,252] shares.

(1) Portions of the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders of M&T Bank Corporation in Parts II and III.

Form 10-K for the year ended December 31, [removed: 2024][added: 2025]

| [Glossary of [removed: terms](#i372367ab246d4735ab5e1072357f7a3c_10)] [added: terms](#i30d3271112994817813060af32497d84_10)] | | | | | | [removed: [1](#i372367ab246d4735ab5e1072357f7a3c_10)] [added: [1](#i30d3271112994817813060af32497d84_10)] | | |

| [Item [removed: 1.](#i372367ab246d4735ab5e1072357f7a3c_16)] [added: 1.](#i30d3271112994817813060af32497d84_16)] | | | [removed: [Business](#i372367ab246d4735ab5e1072357f7a3c_16)] [added: [Business](#i30d3271112994817813060af32497d84_16)] | | | [removed: [3](#i372367ab246d4735ab5e1072357f7a3c_16)] [added: [3](#i30d3271112994817813060af32497d84_16)] | | |

| | | | A.Average balance sheets | | | [removed: [58](#i372367ab246d4735ab5e1072357f7a3c_70)] [added: [56](#i30d3271112994817813060af32497d84_88)] | | |

| | | | B.Interest income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities | | | [removed: [58](#i372367ab246d4735ab5e1072357f7a3c_70)] [added: [56](#i30d3271112994817813060af32497d84_88)] | | |

| | | | C.Rate/volume variances | | | [removed: [59](#i372367ab246d4735ab5e1072357f7a3c_1383)] [added: [57](#i30d3271112994817813060af32497d84_91)] | | |

| | | | A.Maturity schedule and weighted-average yield | | | [removed: [92](#i372367ab246d4735ab5e1072357f7a3c_1410)] [added: [87](#i30d3271112994817813060af32497d84_136)] | | |

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

| | | | A.Credit ratios | | | [removed: 72-73] [added: 69, 74, 77] | | |

| | | | Factors driving material changes in credit ratios or related components | | | [removed: 72-82, 136-148] [added: 68-77, 129-141] | | |

| | | | B.Allocation of the allowance for credit losses | | | [removed: 82, 142] [added: 77, 135] | | |

| | | | A.Average balances and rates | | | [removed: [58](#i372367ab246d4735ab5e1072357f7a3c_70)] [added: [56](#i30d3271112994817813060af32497d84_88)] | | |

| | | | B.Uninsured deposits and time deposits over $250,000 | | | [removed: 66, 90, 94] [added: 65, 85, 89] | | |

| [Item [removed: 1A.](#i372367ab246d4735ab5e1072357f7a3c_19)] [added: 1A.](#i30d3271112994817813060af32497d84_31)] | | | [Risk [removed: Factors](#i372367ab246d4735ab5e1072357f7a3c_19)] [added: Factors](#i30d3271112994817813060af32497d84_31)] | | | [removed: [23](#i372367ab246d4735ab5e1072357f7a3c_19)] [added: [22](#i30d3271112994817813060af32497d84_31)] | | |

| [Item [removed: 1B.](#i372367ab246d4735ab5e1072357f7a3c_22)] [added: 1B.](#i30d3271112994817813060af32497d84_34)] | | | [Unresolved Staff [removed: Comments](#i372367ab246d4735ab5e1072357f7a3c_22)] [added: Comments](#i30d3271112994817813060af32497d84_34)] | | | [removed: [45](#i372367ab246d4735ab5e1072357f7a3c_22)] [added: [44](#i30d3271112994817813060af32497d84_34)] | | |

| [Item [removed: 1C.](#i372367ab246d4735ab5e1072357f7a3c_25)] [added: 1C.](#i30d3271112994817813060af32497d84_37)] | | | [removed: [Cybersecurity](#i372367ab246d4735ab5e1072357f7a3c_25)] [added: [Cybersecurity](#i30d3271112994817813060af32497d84_37)] | | | [removed: [45](#i372367ab246d4735ab5e1072357f7a3c_25)] [added: [44](#i30d3271112994817813060af32497d84_37)] | | |

| [Item [removed: 2.](#i372367ab246d4735ab5e1072357f7a3c_28)] [added: 2.](#i30d3271112994817813060af32497d84_40)] | | | [removed: [Properties](#i372367ab246d4735ab5e1072357f7a3c_28)] [added: [Properties](#i30d3271112994817813060af32497d84_40)] | | | [removed: [47](#i372367ab246d4735ab5e1072357f7a3c_28)] [added: [46](#i30d3271112994817813060af32497d84_40)] | | |

| [Item [removed: 3.](#i372367ab246d4735ab5e1072357f7a3c_31)] [added: 3.](#i30d3271112994817813060af32497d84_43)] | | | [Legal [removed: Proceedings](#i372367ab246d4735ab5e1072357f7a3c_31)] [added: Proceedings](#i30d3271112994817813060af32497d84_43)] | | | [removed: [47](#i372367ab246d4735ab5e1072357f7a3c_31)] [added: [46](#i30d3271112994817813060af32497d84_43), 175-176] | | |

| [Item [removed: 4.](#i372367ab246d4735ab5e1072357f7a3c_34)] [added: 4.](#i30d3271112994817813060af32497d84_46)] | | | [Mine Safety [removed: Disclosures](#i372367ab246d4735ab5e1072357f7a3c_34)] [added: Disclosures](#i30d3271112994817813060af32497d84_46)] | | | [removed: [47](#i372367ab246d4735ab5e1072357f7a3c_34)] [added: [46](#i30d3271112994817813060af32497d84_46)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i372367ab246d4735ab5e1072357f7a3c_37)] [added: Registrant](#i30d3271112994817813060af32497d84_49)] | | | [removed: [48](#i372367ab246d4735ab5e1072357f7a3c_37)] [added: [47](#i30d3271112994817813060af32497d84_49)] | | |

| [Item [removed: 5.](#i372367ab246d4735ab5e1072357f7a3c_46)] [added: 5.](#i30d3271112994817813060af32497d84_55)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and [removed: Issuer](#i372367ab246d4735ab5e1072357f7a3c_46)] [added: Issuer](#i30d3271112994817813060af32497d84_55)] [Purchases of Equity [removed: Securities](#i372367ab246d4735ab5e1072357f7a3c_46)] [added: Securities](#i30d3271112994817813060af32497d84_55)] | | | [removed: [49](#i372367ab246d4735ab5e1072357f7a3c_46)] [added: [48](#i30d3271112994817813060af32497d84_55)] | | |

| [Item [removed: 6.](#i372367ab246d4735ab5e1072357f7a3c_49)] [added: 6.](#i30d3271112994817813060af32497d84_67)] | | | [Selected Financial [removed: Data](#i372367ab246d4735ab5e1072357f7a3c_49)] [added: Data](#i30d3271112994817813060af32497d84_67)] | | | [removed: [51](#i372367ab246d4735ab5e1072357f7a3c_49)] [added: [50](#i30d3271112994817813060af32497d84_67)] | | |

| [Item [removed: 7.](#i372367ab246d4735ab5e1072357f7a3c_52)] [added: 7.](#i30d3271112994817813060af32497d84_70)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i372367ab246d4735ab5e1072357f7a3c_52)] [added: Operations](#i30d3271112994817813060af32497d84_70)] | | | [removed: [52](#i372367ab246d4735ab5e1072357f7a3c_52)] [added: [51](#i30d3271112994817813060af32497d84_70)] | | |

| | | | [Corporate [removed: Profile](#i372367ab246d4735ab5e1072357f7a3c_55)] [added: Profile](#i30d3271112994817813060af32497d84_73)] | | | [removed: [52](#i372367ab246d4735ab5e1072357f7a3c_55)] [added: [51](#i30d3271112994817813060af32497d84_73)] | | |

| | | | [Financial [removed: Overview](#i372367ab246d4735ab5e1072357f7a3c_61)] [added: Overview](#i30d3271112994817813060af32497d84_79)] | | | [removed: [52](#i372367ab246d4735ab5e1072357f7a3c_61)] [added: [51](#i30d3271112994817813060af32497d84_79)] | | |

| | | | [Supplemental Reporting of Non-GAAP Results of [removed: Operations](#i372367ab246d4735ab5e1072357f7a3c_64)] [added: Operations](#i30d3271112994817813060af32497d84_82)] | | | [removed: [55](#i372367ab246d4735ab5e1072357f7a3c_64)] [added: [53](#i30d3271112994817813060af32497d84_82)] | | |

| | | | [Taxable-equivalent Net Interest [removed: Income](#i372367ab246d4735ab5e1072357f7a3c_67)] [added: Income](#i30d3271112994817813060af32497d84_85)] | | | [removed: [57](#i372367ab246d4735ab5e1072357f7a3c_67)] [added: [55](#i30d3271112994817813060af32497d84_85)] | | |

| | | | [Provision for Credit [removed: Losses](#i372367ab246d4735ab5e1072357f7a3c_88)] [added: Losses](#i30d3271112994817813060af32497d84_109)] | | | [removed: [72](#i372367ab246d4735ab5e1072357f7a3c_88)] [added: [68](#i30d3271112994817813060af32497d84_109)] | | |

| | | | [Other [removed: Income](#i372367ab246d4735ab5e1072357f7a3c_97)] [added: Income](#i30d3271112994817813060af32497d84_121)] | | | [removed: [83](#i372367ab246d4735ab5e1072357f7a3c_97)] [added: [78](#i30d3271112994817813060af32497d84_121)] | | |

| | | | [Market Risk and Interest Rate [removed: Sensitivity](#i372367ab246d4735ab5e1072357f7a3c_112)] [added: Sensitivity](#i30d3271112994817813060af32497d84_148)] | | | [removed: [95](#i372367ab246d4735ab5e1072357f7a3c_112)] [added: [90](#i30d3271112994817813060af32497d84_148)] | | |

| [Item [removed: 7A.](#i372367ab246d4735ab5e1072357f7a3c_148)] [added: 7A.](#i30d3271112994817813060af32497d84_184)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i372367ab246d4735ab5e1072357f7a3c_148)] [added: Risk](#i30d3271112994817813060af32497d84_184)] | | | [removed: [111](#i372367ab246d4735ab5e1072357f7a3c_148)] [added: [107](#i30d3271112994817813060af32497d84_184)] | | |

| [Item [removed: 8.](#i372367ab246d4735ab5e1072357f7a3c_151)] [added: 8.](#i30d3271112994817813060af32497d84_187)] | | | [Financial Statements and Supplementary [removed: Data](#i372367ab246d4735ab5e1072357f7a3c_151)] [added: Data](#i30d3271112994817813060af32497d84_187)] | | | [removed: [111](#i372367ab246d4735ab5e1072357f7a3c_151)] [added: [107](#i30d3271112994817813060af32497d84_187)] | | |

| | | | [removed: B.[Report] [added: A.[Report] of Independent Registered Public Accounting [removed: Firm](#i372367ab246d4735ab5e1072357f7a3c_157)] [added: Firm](#i30d3271112994817813060af32497d84_193)] | | | [removed: [113](#i372367ab246d4735ab5e1072357f7a3c_157)] [added: [108](#i30d3271112994817813060af32497d84_193)] | | |

| | | | [removed: C.[Consolidated] [added: B.[Consolidated] Balance Sheet [removed: —](#i372367ab246d4735ab5e1072357f7a3c_163)] [added: —](#i30d3271112994817813060af32497d84_199)] December 31, [added: 2025 [and](#i30d3271112994817813060af32497d84_199)] 2024 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_163) 2023] | | | [removed: [116](#i372367ab246d4735ab5e1072357f7a3c_163)] [added: [111](#i30d3271112994817813060af32497d84_199)] | | |

| | | | [removed: D.[Consolidated] [added: C.[Consolidated] Statement of Income — Years [removed: ended](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: ended](#i30d3271112994817813060af32497d84_202)] December [removed: 31,[](#i372367ab246d4735ab5e1072357f7a3c_166) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: 31,[](#i30d3271112994817813060af32497d84_202) 2025[,](#i30d3271112994817813060af32497d84_202) 2024 [and](#i30d3271112994817813060af32497d84_202)] 2023 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_166) 2022] | | | [removed: [117](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: [112](#i30d3271112994817813060af32497d84_202)] | | |

| | | | [removed: E.[Consolidated] [added: D.[Consolidated] Statement of Comprehensive Income — Years [removed: ended](#i372367ab246d4735ab5e1072357f7a3c_169)] [added: ended](#i30d3271112994817813060af32497d84_205)] December 31, [removed: 2024[,](#i372367ab246d4735ab5e1072357f7a3c_169)] [added: 2025[,](#i30d3271112994817813060af32497d84_205) 2024 [and](#i30d3271112994817813060af32497d84_205)] 2023 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_169) 2022] | | | [removed: [118](#i372367ab246d4735ab5e1072357f7a3c_169)] [added: [113](#i30d3271112994817813060af32497d84_205)] | | |

| Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series K | | | MTBPrK | | | New York Stock Exchange | | |

| [PART I](#i30d3271112994817813060af32497d84_13) | | | | | | | | |

| | | | A.Maturity schedule | | | [88](#i30d3271112994817813060af32497d84_139) | | |

| [PART II](#i30d3271112994817813060af32497d84_52) | | | | | | | | |

| | | | [Other Expense](#i30d3271112994817813060af32497d84_124) | | | [83](#i30d3271112994817813060af32497d84_124) | | |

| | | | [Income Taxes](#i30d3271112994817813060af32497d84_127) | | | [84](#i30d3271112994817813060af32497d84_127) | | |

| | | | [Liquidity Risk](#i30d3271112994817813060af32497d84_133) | | | [85](#i30d3271112994817813060af32497d84_133) | | |

| | | | [Capital](#i30d3271112994817813060af32497d84_151) | | | [93](#i30d3271112994817813060af32497d84_151) | | |

| | | | [Segment Information](#i30d3271112994817813060af32497d84_154) | | | [95](#i30d3271112994817813060af32497d84_154) | | |

| | | | [Critical Accounting Estimates](#i30d3271112994817813060af32497d84_169) | | | [101](#i30d3271112994817813060af32497d84_169) | | |

| | | | [Recent Accounting Developments](#i30d3271112994817813060af32497d84_172) | | | [103](#i30d3271112994817813060af32497d84_172) | | |

| | | | [Forward-Looking Statements](#i30d3271112994817813060af32497d84_175) | | | [103](#i30d3271112994817813060af32497d84_175) | | |

| | | | [Quarterly Trends](#i30d3271112994817813060af32497d84_178) | | | [105](#i30d3271112994817813060af32497d84_178) | | |

| | | | [Reconciliation of Quarterly GAAP to Non-GAAP Measures](#i30d3271112994817813060af32497d84_181) | | | [106](#i30d3271112994817813060af32497d84_181) | | |

| | | | G.[Notes to Financial Statements](#i30d3271112994817813060af32497d84_214) | | | [116](#i30d3271112994817813060af32497d84_214) | | |

| | | | [1. Significant accounting policies](#i30d3271112994817813060af32497d84_217) | | | [116](#i30d3271112994817813060af32497d84_217) | | |

| | | | [2. Divestiture](#i30d3271112994817813060af32497d84_220)s | | | [125](#i30d3271112994817813060af32497d84_220) | | |

| | | | [3. Investment securities](#i30d3271112994817813060af32497d84_223) | | | [126](#i30d3271112994817813060af32497d84_223) | | |

| | | | [4. Loans and](#i30d3271112994817813060af32497d84_226) allowance for loan losses | | | [129](#i30d3271112994817813060af32497d84_226) | | |

| | | | [5. Premises and equipment](#i30d3271112994817813060af32497d84_232) | | | [141](#i30d3271112994817813060af32497d84_232) | | |

| | | | 6. [Capitalized servicing assets](#i30d3271112994817813060af32497d84_235) | | | [143](#i30d3271112994817813060af32497d84_235) | | |

| | | | 8. [Borrowings](#i30d3271112994817813060af32497d84_241) | | | [145](#i30d3271112994817813060af32497d84_241) | | |

| | | | 9. [Shareholders’ equity](#i30d3271112994817813060af32497d84_247) | | | [147](#i30d3271112994817813060af32497d84_247) | | |

| | | | 13. [Income taxes](#i30d3271112994817813060af32497d84_259) | | | [156](#i30d3271112994817813060af32497d84_259) | | |

| | | | 15. [Comprehensive income](#i30d3271112994817813060af32497d84_265) | | | [160](#i30d3271112994817813060af32497d84_265) | | |

| | | | 21. [Segment information](#i30d3271112994817813060af32497d84_286) | | | [176](#i30d3271112994817813060af32497d84_286) | | |

| | | | 22. [Regulatory matters](#i30d3271112994817813060af32497d84_289) | | | [179](#i30d3271112994817813060af32497d84_289) | | |

| | | | H.[Quarterly Trends](#i30d3271112994817813060af32497d84_178) | | | [105](#i30d3271112994817813060af32497d84_178) | | |

| | | | | | | | | |

| [PART III](#i30d3271112994817813060af32497d84_325) | | | | | | | | |

| [PART IV](#i30d3271112994817813060af32497d84_343) | | | | | | | | |

| [Signatures](#i30d3271112994817813060af32497d84_352) | | | | | | [192](#i30d3271112994817813060af32497d84_352) | | |

| | | | | | |

| GENIUS Act | | | Guiding and Establishing National Innovation for U.S. Stablecoins Act | | |

| | | | | | |

| | | | | | |

| | | | | | |

| NDFI | | | Nondepository Financial Institution | | |

| Proxy Statement | | | M&T’s Proxy Statement for its Annual Meeting of Shareholders | | |

| [PART I](#i372367ab246d4735ab5e1072357f7a3c_13) | | | | | | | | |

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

| [PART II](#i372367ab246d4735ab5e1072357f7a3c_43) | | | | | | | | |

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

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

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

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

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

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

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

| | | | [Forward-Looking Statements](#i372367ab246d4735ab5e1072357f7a3c_139) | | | [107](#i372367ab246d4735ab5e1072357f7a3c_139) | | |

| | | | [Quarterly Trends](#i372367ab246d4735ab5e1072357f7a3c_142) | | | [109](#i372367ab246d4735ab5e1072357f7a3c_142) | | |

| | | | [Reconciliation of Quarterly GAAP to](#i372367ab246d4735ab5e1072357f7a3c_145) [N](#i372367ab246d4735ab5e1072357f7a3c_145)[on](#i372367ab246d4735ab5e1072357f7a3c_145)[\-GAAP Measures](#i372367ab246d4735ab5e1072357f7a3c_145) | | | [110](#i372367ab246d4735ab5e1072357f7a3c_145) | | |

| | | | A.[Report on Internal Control Over Financial Reporting](#i372367ab246d4735ab5e1072357f7a3c_154) | | | [112](#i372367ab246d4735ab5e1072357f7a3c_154) | | |

| | | | H.[Notes to Financial Statements](#i372367ab246d4735ab5e1072357f7a3c_178) | | | [121](#i372367ab246d4735ab5e1072357f7a3c_178) | | |

| | | | [](#i372367ab246d4735ab5e1072357f7a3c_181)[](#i372367ab246d4735ab5e1072357f7a3c_181)[1.](#i372367ab246d4735ab5e1072357f7a3c_181) [](#i372367ab246d4735ab5e1072357f7a3c_181)[S](#i372367ab246d4735ab5e1072357f7a3c_181)[ignificant accounting policies](#i372367ab246d4735ab5e1072357f7a3c_181) | | | [121](#i372367ab246d4735ab5e1072357f7a3c_181) | | |

| | | | [2. Acquisition and divestitures](#i372367ab246d4735ab5e1072357f7a3c_184) | | | [128](#i372367ab246d4735ab5e1072357f7a3c_184) | | |

| | | | [3. Investment securities](#i372367ab246d4735ab5e1072357f7a3c_187) | | | [132](#i372367ab246d4735ab5e1072357f7a3c_187) | | |

| | | | [4. Loans and leases](#i372367ab246d4735ab5e1072357f7a3c_190) and allowance for credit losses | | | [136](#i372367ab246d4735ab5e1072357f7a3c_190) | | |

| | | | [5. Premises and equipment](#i372367ab246d4735ab5e1072357f7a3c_196) | | | [149](#i372367ab246d4735ab5e1072357f7a3c_196) | | |

| | | | 6. [Capitalized servicing assets](#i372367ab246d4735ab5e1072357f7a3c_199) | | | [151](#i372367ab246d4735ab5e1072357f7a3c_199) | | |

| | | | 8. [Borrowings](#i372367ab246d4735ab5e1072357f7a3c_205) | | | [153](#i372367ab246d4735ab5e1072357f7a3c_205) | | |

| | | | 9. [Shareholders’ equity](#i372367ab246d4735ab5e1072357f7a3c_211) | | | [155](#i372367ab246d4735ab5e1072357f7a3c_211) | | |

| | | | 13. [Income taxes](#i372367ab246d4735ab5e1072357f7a3c_223) | | | [165](#i372367ab246d4735ab5e1072357f7a3c_223) | | |

| | | | 15. [Comprehensive income](#i372367ab246d4735ab5e1072357f7a3c_229) | | | [169](#i372367ab246d4735ab5e1072357f7a3c_229) | | |

| | | | 21. [Segment information](#i372367ab246d4735ab5e1072357f7a3c_250) | | | [185](#i372367ab246d4735ab5e1072357f7a3c_250) | | |

| | | | 22. [Regulatory matters](#i372367ab246d4735ab5e1072357f7a3c_253) | | | [188](#i372367ab246d4735ab5e1072357f7a3c_253) | | |

| | | | I.[Quarterly Trends](#i372367ab246d4735ab5e1072357f7a3c_142) | | | [109](#i372367ab246d4735ab5e1072357f7a3c_142) | | |

| [PART III](#i372367ab246d4735ab5e1072357f7a3c_289) | | | | | | | | |

| [PART IV](#i372367ab246d4735ab5e1072357f7a3c_307) | | | | | | | | |

| [Signatures](#i372367ab246d4735ab5e1072357f7a3c_316) | | | | | | [199](#i372367ab246d4735ab5e1072357f7a3c_316) | | |

| ATM | | | Automated teller machine | | |

| COVID-19 | | | Coronavirus disease 2019 | | |

| Information Security Program | | | Information Security and Business Continuity Program | | |

| MTIA | | | M&T Insurance Agency, Inc. | | |

The Risk Framework, which is reviewed and approved by the Risk Committee of the Board of Directors at least annually, represents the Company’s overall risk management approach, including the policies, processes, controls and [removed: systems,] [added: systems] through which the Company seeks to manage risk, including cybersecurity risk.

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

[removed: The Risk Framework is designed to ensure the Board of Directors and its Risk] Committee, which is the primary Board committee that oversees cybersecurity, are provided the information necessary to be effective in its risk management oversight responsibilities.

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

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

The CISO reports as necessary to executive management, the Risk Committee of the Board and the Board of Directors on cyber and information security issues and the effectiveness of the Company’s [removed: cyber and Information Security] [added: Enterprise Cybersecurity] Program.

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

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

Ongoing audits, including vulnerability and penetration testing of the Company’s computing infrastructure, are performed by independent third parties and by [removed: our] internal cybersecurity personnel.

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

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

[removed: Wisler, who is an Executive Officer of M&T] [added: The CISO reports to the Company’s Chief Technology] and [added: Operations Officer, who] has two decades of experience in the financial and technology industries.

[added: Prior to joining the Company in] 2018, [removed: Mr. Wisler] [added: M&T's Chief Technology and Operations Officer] served as Chief Technology Officer of North American Credit Cards and Chief Information Officer of Europe at Capital One Financial [removed: Corporation.][added: Corporation and he holds a Masters of Science in Management of Information Technology from the University of Virginia.]

In addition, the Cybersecurity Leadership Team includes management with expertise in vulnerability management, digital forensics, threat intelligence, software development, cybersecurity operations, and project [removed: management.]

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

The Risk Framework is designed to ensure the Board of Directors and its Risk

management.

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

The CISO reports to the Company’s Chief Information Officer, Mr. Michael A.

Prior to joining the Company in

Mr. Wisler holds a Masters of Science in Management of Information Technology from the University of Virginia.

M&T's subsidiary banks serviced customers through [removed: 955] [added: 942] domestic banking office locations primarily concentrated in the Northeastern and Mid-Atlantic regions of the U.S, of which [removed: 360] [added: 350] are owned and [removed: 595] [added: 592] are leased at December 31, [removed: 2024.][added: 2025.]

| René F. Jones *Chief Executive Officer, Chairman of the Board of M&T and M&T Bank* | | | | | | [removed: 60] [added: 61] | | | Chief Executive Officer, Chairman of the Board and a Director [added: (2017)] of M&T and M&T [removed: Bank (2017).] [added: Bank.] Previously, Mr. Jones was a Senior Executive Vice President of M&T and a Vice Chairman of M&T Bank with responsibility for the Company's Wealth and Institutional Services Division, Treasury Division and Mortgage and Consumer Lending Divisions. Mr. Jones had also served as Chief Financial Officer of M&T, M&T Bank and Wilmington Trust, N.A. | | | 1992 | | |

| Kevin J. Pearson *Vice Chairman of M&T, Vice Chairman and a Director of M&T Bank* | | | | | | [removed: 63] [added: 64] | | | Vice Chairman (2020) of M&T and Vice Chairman (2014) and a Director (2018) of M&T Bank and Chief Executive Officer, Chairman of the Board (2024) and a Director (2014) of Wilmington Trust, N.A. Mr. Pearson has oversight of the Institutional Services and Wealth [removed: Management Division.] [added: Management, Consumer Lending, Mortgage and Dealer Services Divisions.] Previously, Mr. Pearson served as a Director of M&T as well as a Senior Executive Vice President of M&T and M&T Bank and oversaw the Commercial Banking Division. | | | 1989 | | |

| Daryl N. Bible *Senior Executive Vice President and Chief Financial Officer of M&T and M&T Bank* | | | | | | [removed: 63] [added: 64] | | | Senior Executive Vice President and Chief Financial Officer (2023) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr. Bible was the Chief Financial Officer of Truist Financial Corporation and its predecessor, Branch Banking and Trust Company, from 2009 to 2022. | | | 2023 | | |

| Peter G. D’Arcy *Senior Executive Vice President of M&T and M&T Bank, [removed: head] [added: Head] of Commercial Banking* | | | | | | [removed: 51] [added: 52] | | | Senior Executive Vice President (2022) of M&T and M&T Bank and [removed: head] [added: Head] of the Commercial Banking [removed: Division.] [added: Division (2022).] Mr. D'Arcy is a Director and Chairman (2022) of M&T Realty Capital. Previously, Mr. D’Arcy served as an Area Executive, was Co-Chair of M&T Bank’s Senior Loan Committee, and supervised M&T Bank’s Commercial Real Estate, Capital Markets and Corporate and Institutional Banking Divisions. | | | 1995 | | |

| Christopher E. Kay *Senior Executive Vice President of M&T and M&T Bank, [removed: head] [added: Head] of Enterprise Platforms* | | | | | | [removed: 59] [added: 60] | | | Senior Executive Vice President (2018) of M&T and M&T Bank and [removed: head] [added: Head] of the [removed: Retail Banking Division (2024). Prior to joining M&T in 2018, Mr.] [added: Enterprise Platforms (2023). Mr] Kay [removed: served as Chief Innovation Officer at Humana from 2014 to 2018.] [added: is responsible for overseeing Consumer, Business Banking and Marketing.] | | | 2018 | | |

| Laura P. O’Hara *Senior Executive Vice President and Chief Legal Officer of M&T and M&T Bank* | | | | | | [removed: 65] [added: 66] | | | Senior Executive Vice President (2020) and Chief Legal Officer (2017) of M&T and M&T Bank. Ms. O’Hara is a Senior Executive Vice President (2020) and Chief Legal Officer (2018) of Wilmington Trust, N.A. [removed: Prior to joining M&T, Ms. O'Hara served as Executive Vice President and General Counsel of Santander Bank, N.A. from 2015 to 2017.] | | | 2017 | | |

| Neeraj Singh *Senior Executive Vice President and Chief Risk Officer of M&T and M&T Bank* | | | | | | [removed: 54] [added: 55] | | | Senior Executive Vice President (2024) and Chief Risk Officer (2025) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr. Singh was the Chief Risk Officer of USAA from 2021 to 2024, and Chief Risk Officer and Head of Global Consumer Modeling at Citigroup Inc. U.S. Consumer Bank from 2017 to 2021. | | | 2024 | | |

| Julianne Urban *Senior Executive Vice President and Chief Auditor of M&T and M&T Bank* | | | | | | [removed: 52] [added: 53] | | | Senior Executive Vice President (2020) and Chief Auditor (2017) of M&T and M&T Bank. Ms. Urban is a Senior Executive Vice President (2020) and Chief Auditor (2018) of Wilmington Trust, N.A. [added: Previously, Ms. Urban served as an Audit Manager and Audit Director.] | | | 2002 | | |

| Michael A. Wisler *Senior Executive Vice President and Chief [removed: Information] [added: Technology and Operations] Officer of M&T and M&T Bank* | | | | | | [removed: 49] [added: 50] | | | Senior Executive Vice President (2022) of M&T and M&T Bank and Chief [removed: Information] [added: Technology and Operations] Officer [removed: (2018)] [added: (2025)] of M&T and M&T Bank. [removed: Prior to joining M&T in 2018,] [added: Previously,] Mr. Wisler [removed: held positions from 2009 to 2018, including Chief Technology Officer of North American Credit Cards and] [added: served as the] Chief Information Officer [removed: of Europe, at Capital One Financial Corporation.] [added: (2018).] | | | 2018 | | |

| Tracy S. Woodrow *Senior Executive Vice President and Chief Administrative Officer of M&T and M&T [removed: Bank.*] [added: Bank, Western New York Regional President of M&T Bank*] | | | | | | [removed: 51] [added: 52] | | | Senior Executive Vice President (2020) and Chief Administrative Officer (2023) of M&T and M&T Bank [added: and Western New York Regional President (2025) of M&T Bank] responsible for [removed: oversight of the] Human Resources, [removed: Banking Services and] Corporate Services [removed: Divisions.] [added: and Sustainability.] Ms. Woodrow is a Senior Executive Vice President (2015) of Wilmington Trust, N.A. Ms. Woodrow previously served as Chief Human Resources Officer for M&T and M&T Bank and as the BSA/AML/OFAC Officer for M&T, M&T Bank and Wilmington Trust, N.A. | | | 2013 | | |

Shareholders of M&T approximated [removed: 29,607] [added: 28,425] at December 31, [removed: 2024.][added: 2025.]

During the fourth quarter of [removed: 2024,] [added: 2025,] M&T did not issue any shares of its common stock that were not registered under the Securities Act.

The following table provides information as of December 31, [removed: 2024] [added: 2025] with respect to shares of common stock that may be issued under M&T’s existing equity compensation plans.

As of December 31, [removed: 2024,] [added: 2025,] a total of [removed: 163,985] [added: 107,989] shares of M&T common stock were issuable upon exercise of outstanding options or rights assumed by M&T in connection with merger and acquisition transactions.

The weighted-average exercise price of those outstanding options or rights is [removed: $147.53] [added: $149.64] per common share.

| Equity compensation plans [added: not] approved by security holders [added: (a)] | | | | | | [removed: 798,659] [added: 7,710] | | | | | | [removed: $] [added: 88.08] | [removed: 157.92] | | | | | [removed: 3,168,796] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders [removed: (a)] | | | | | | [removed: 9,831] [added: 729,680] | | | | | | [removed: 84.94] [added: $] | [added: 164.46] | | | | | [removed: —] [added: 2,459,959] | | |

The following graph contains a comparison of the cumulative shareholder return on M&T common stock against the cumulative total returns of the KBW Nasdaq Bank Index, compiled by Keefe, Bruyette & Woods, Inc., and the S&P 500 Index, compiled by S&P Dow Jones Indices, LLC, for the five-year period beginning on December 31, [removed: 2019] [added: 2020] and ending on December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | |

| KBW Nasdaq Bank Index | | | 100 | | | | | | [removed: 90] [added: 138] | | | | | | [removed: 124] [added: 109] | | | | | | [removed: 98] [added: 108] | | | | | | [removed: 97] [added: 148] | | | | | | [removed: 133] [added: 196] | | | | | |

Assumes a $100 investment on December 31, [removed: 2019] [added: 2020] and reinvestment of all dividends.*

During the fourth quarter of [removed: 2024,] [added: 2025,] M&T purchased shares of its common stock as follows:

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

| Total | | | | | | 737,390 | | | | | | $ | 163.66 | | | | | 2,459,959 | | |

| M&T Bank Corporation | | | 100 | | | | | | 124 | | | | | | 121 | | | | | | 119 | | | | | | 168 | | | | | | 186 | | | | | |

| S&P 500 Index | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | | | | |

| October 1 - October 31, 2025 | | | | | | 1,736,781 | | | | | | $ | 184.31 | | | | | 1,736,781 | | | | | | $ | 1,530 | |

| November 1 - November 30, 2025 | | | | | | 1,001,568 | | | | | | 186.56 | | | | | | 1,001,536 | | | | | | 1,343 | | |

| December 1 - December 31, 2025 | | | | | | 13,465 | | | | | | 205.84 | | | | | | — | | | | | | 1,343 | | |

| Total | | | | | | 2,751,814 | | | | | | $ | 185.23 | | | | | 2,738,317 | | | | | | | | |

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

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

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

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

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

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i372367ab246d4735ab5e1072357f7a3c_157)] [added: Firm](#i30d3271112994817813060af32497d84_193)] | | | [removed: [113](#i372367ab246d4735ab5e1072357f7a3c_157)] [added: [108](#i30d3271112994817813060af32497d84_193)] | | |

| [Consolidated Balance Sheet — December [removed: 31,](#i372367ab246d4735ab5e1072357f7a3c_163) 2024] [added: 31,](#i30d3271112994817813060af32497d84_199) 2025] and [removed: 2023] [added: 2024] | | | [removed: [116](#i372367ab246d4735ab5e1072357f7a3c_163)] [added: [111](#i30d3271112994817813060af32497d84_199)] | | |

| [Consolidated Statement of Income — Years ended December [removed: 31,](#i372367ab246d4735ab5e1072357f7a3c_166) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: 31,](#i30d3271112994817813060af32497d84_202) 2025[,](#i30d3271112994817813060af32497d84_202) 2024 [and](#i30d3271112994817813060af32497d84_202)] 2023 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_166) 2022] | | | [removed: [117](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: [112](#i30d3271112994817813060af32497d84_202)] | | |

| [Consolidated Statement of Comprehensive Income — Years ended December [removed: 31,](#i372367ab246d4735ab5e1072357f7a3c_169) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: 31,](#i30d3271112994817813060af32497d84_205) 2025[,](#i30d3271112994817813060af32497d84_202) 2024 [and](#i30d3271112994817813060af32497d84_205)] 2023 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_169) 2022] | | | [removed: [118](#i372367ab246d4735ab5e1072357f7a3c_169)] [added: [113](#i30d3271112994817813060af32497d84_205)] | | |

| [Consolidated Statement of Cash Flows — Years ended December [removed: 31,](#i372367ab246d4735ab5e1072357f7a3c_172) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: 31,](#i30d3271112994817813060af32497d84_208) 2025[,](#i30d3271112994817813060af32497d84_202) 2024 [and](#i30d3271112994817813060af32497d84_202)] 2023 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_166) 2022] | | | [removed: [119](#i372367ab246d4735ab5e1072357f7a3c_172)] [added: [114](#i30d3271112994817813060af32497d84_208)] | | |

| [Consolidated Statement of Changes in Shareholders’ Equity — Years ended December [removed: 31,](#i372367ab246d4735ab5e1072357f7a3c_175) 2024[,](#i372367ab246d4735ab5e1072357f7a3c_166)] [added: 31,](#i30d3271112994817813060af32497d84_211) 2025[,](#i30d3271112994817813060af32497d84_202) 2024 [and](#i30d3271112994817813060af32497d84_202)] 2023 [removed: [and](#i372367ab246d4735ab5e1072357f7a3c_166) 2022] | | | [removed: [120](#i372367ab246d4735ab5e1072357f7a3c_175)] [added: [115](#i30d3271112994817813060af32497d84_211)] | | |

[removed: Management has assessed the effectiveness of] [added: We also have audited] the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2024] [added: 2025,] based on criteria [removed: described] [added: established] in [removed: "Internal] [added: Internal] Control [removed: —] [added: -] Integrated Framework [removed: (2013)"] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission ("COSO").]

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

We have audited the accompanying consolidated balance sheet of M&T Bank Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

[removed: We also have audited] [added: Also in our opinion,] the [removed: Company's] [added: Company maintained, in all material respects, effective] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission ("COSO").][added: COSO.]

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

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 [removed: the accompanying management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting.][added: Reporting appearing under Item 9A.]

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 [removed: evaluating the design and operating effectiveness of internal control based on the assessed risk.]

Critical Audit [removed: Matter][added: Matters]

*Allowance for [removed: Credit] [added: Loan] Losses – Adjustments to model forecasts*

As described in Notes 1 and 4 to the consolidated financial statements, the Company’s allowance for [removed: credit] [added: loan] losses of [removed: $2.2] [added: $2.1] billion reflects management's expected credit losses in the loan [removed: and lease] portfolio of [removed: $135.6] [added: $138.7] billion as of December 31, [removed: 2024.][added: 2025.]

For purposes of determining the level of the allowance for [removed: credit] [added: loan] losses, management evaluates the Company’s [removed: loan and lease portfolio] [added: portfolios] by [added: loan] type.

The principal considerations for our determination that performing procedures relating to the allowance for [removed: credit] [added: loan] 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 [removed: in] evaluating audit evidence related to management’s determination of these adjustments to [added: model forecasts, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to the Company’s allowance for [removed: credit] [added: loan] losses estimation process, including controls relating to the allowance for [removed: credit] [added: loan] losses estimation process for certain adjustments to model forecasts.

These procedures also included, among others, testing management’s process for determining the allowance for [removed: credit] [added: loan] 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.

[removed: February 19, 2025][added: | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (Dollars in millions, except per share) | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and due from banks | | | $ | [removed: 1,909] [added: 1,701] | | | | | $ | [removed: 1,731] [added: 1,909] | |

| Interest-bearing deposits at banks | | | [removed: 18,873] [added: 17,068] | | | | | | [removed: 28,069] [added: 18,873] | | |

| Trading account | | | [removed: 101] [added: 97] | | | | | | [removed: 106] [added: 101] | | |

| Available for sale (cost: [removed: $19,054] [added: $22,994] at December 31, [removed: 2024; $10,691] [added: 2025; $19,054] at December 31, [removed: 2023)] [added: 2024)] | | | [removed: 18,849] [added: 23,202] | | | | | | [removed: 10,440] [added: 18,849] | | |

| Held to maturity (fair value: [removed: $12,955] [added: $11,715] at December 31, [removed: 2024; $14,308] [added: 2025; $12,955] at December 31, [removed: 2023)] [added: 2024)] | | | [removed: 14,195] [added: 12,430] | | | | | | [removed: 15,330] [added: 14,195] | | |

| Equity and other securities (cost: [removed: $1,007] [added: $1,016] at December 31, [removed: 2024; $1,125] [added: 2025; $1,007] at December 31, [removed: 2023)] [added: 2024)] | | | [removed: 1,007] [added: 1,017] | | | | | | [removed: 1,127] [added: 1,007] | | |

| Total investment securities | | | [removed: 34,051] [added: 36,649] | | | | | | [removed: 26,897] [added: 34,051] | | |

| Allowance for [removed: credit] [added: loan] losses | | | [removed: (2,184)] [added: (2,116)] | | | | | | [removed: (2,129)] [added: (2,184)] | | |

| [removed: Net loans and leases] [added: Loans, net] | | | 133,397 | | | | | | [removed: 131,939] [added: 131,334] | | | [added: | | | — | | | | | | 6,806 | | | | | | 124,528 | | |]

| Premises and equipment | | | [removed: 1,705] [added: 1,629] | | | | | | [removed: 1,739] [added: 1,705] | | |

| Core deposit and other intangible assets | | | [removed: 94] [added: 64] | | | | | | [removed: 147] [added: 94] | | |

| Accrued interest and other assets | | | [removed: 9,510] [added: 11,251] | | | | | | [removed: 9,171] [added: 9,510] | | |

| Total assets | | | $ | [removed: 208,105] [added: 213,510] | | | | | $ | [removed: 208,264] [added: 208,105] | |

| Noninterest-bearing deposits | | | $ | [removed: 46,020] [added: 46,509] | | | | | $ | [removed: 49,294] [added: 46,020] | |

| Savings and interest-checking deposits | | | [removed: 100,599] [added: 107,173] | | | | | | [removed: 93,221] [added: 100,599] | | |

| Time deposits | | | [removed: 14,476] [added: 13,227] | | | | | | [removed: 20,759] [added: 14,476] | | |

| Total deposits | | | [removed: 161,095] [added: 166,909] | | | | | | [removed: 163,274] [added: 161,095] | | |

| Short-term borrowings | | | [removed: 1,060] [added: 2,149] | | | | | | [removed: 5,316] [added: 1,060] | | |

| [Notes to Financial Statements](#i30d3271112994817813060af32497d84_214) | | | [116](#i30d3271112994817813060af32497d84_214) | | |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for Cash and Cash Equivalents in 2025.

evaluating the design and operating effectiveness of internal control based on the assessed risk.

| Loans (a) | | | 138,702 | | | | | | 135,581 | | |

| Net loans | | | 136,586 | | | | | | 133,397 | | |

*(a)Loans of $2.1 billion and $1.5 billion at December 31, 2025 and December 31, 2024, respectively, were held in special purpose trusts to settle the respective obligations of asset-backed notes issued by those trusts.

| Investment securities | | | 1,429 | | | | | | 1,094 | | | | | | 839 | | |

| Average common shares outstanding | | | | | | | | | | | | | | | | | |

| Basic | | | 157,875 | | | | | | 166,479 | | | | | | 166,361 | | |

| Diluted | | | 158,791 | | | | | | 167,319 | | | | | | 167,002 | | |

| Net income | | | $ | 2,851 | | | | | $ | 2,588 | | | | | $ | 2,741 | |

| Net income | | | $ | 2,851 | | | | | $ | 2,588 | | | | | $ | 2,741 | |

| Loans | | | 908 | | | | | | 601 | | | | | | 192 | | |

| Purchases: | | | | | | | | | | | | | | | | | |

| Loans | | | (683) | | | | | | — | | | | | | — | | |

| Net change in loans | | | (3,688) | | | | | | (2,631) | | | | | | (2,962) | | |

| Net cash from investing activities | | | (6,816) | | | | | | (9,746) | | | | | | (4,764) | | |

| Proceeds from issuance of Series K preferred stock | | | 440 | | | | | | — | | | | | | — | | |

| Net change in cash, cash equivalents and restricted cash | | | (2,013) | | | | | | (9,018) | | | | | | 3,321 | | |

| Cash, cash equivalents and restricted cash at beginning of period (a) | | | 20,782 | | | | | | 29,800 | | | | | | 26,479 | | |

| Cash, cash equivalents and restricted cash at end of period (a) | | | $ | 18,769 | | | | | $ | 20,782 | | | | | $ | 29,800 | |

*(a)Effective for the year-ended December 31, 2025, the Company changed its accounting policy for Cash and cash equivalents to include Interest-bearing deposits at banks.

Prior period amounts have been adjusted to reflect this change in accounting policy as further described in note 1.*

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

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

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

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

| Total comprehensive income | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 2,851 | | | | | | 441 | | | | | | — | | | | | | 3,292 | | |

| Issuance of Series K preferred stock | | | 440 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 440 | | |

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

| Balance — December 31, 2025 | | | $ | 2,834 | | | | | $ | 90 | | | | | | | | | | | $ | 10,011 | | | | | $ | 20,882 | | | | | $ | 277 | | | | | $ | (4,917) | | | | | $ | 29,177 | |

Effective for the year-ended December 31, 2025, the Company changed its accounting policy to also include Interest-bearing deposits at banks, which are primarily comprised of interest-bearing deposits at the FRB of New York, as Cash and cash equivalents.

The Company considers such deposits to be an immediate source of funds in its liquidity management processes and therefore considers the accounting policy election preferable.

Prior period amounts in the Consolidated Statement of Cash Flows have been adjusted to reflect this change in accounting policy as summarized in the following table:

| (Dollars in millions) | | | Previously Reported | | | | | | Adjusted | | | | | | Previously Reported | | | | | | Adjusted | | |

During 2025, with the increased volume of sales and purchases of loans, the Company began separately presenting Proceeds from sales of loans, which were not originally held for sale, in the Consolidated Statement of Cash Flows.

Previously proceeds from sales of loans, which were not originally held for sale, were included in Net change in loans in the Consolidated Statement of Cash Flows.

Previously reported amounts have been reclassified to conform to the current presentation.

With respect to junior lien loans secured by residential real estate, to the extent known by the Company, if a related senior lien loan would be on nonaccrual status because of payment delinquency, even if such senior lien loan was not owned by the Company, the junior lien loan or line that is owned by the Company is placed on nonaccrual status.

| | | | | | |

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

| [Report on Internal Control Over Financial Reporting](#i372367ab246d4735ab5e1072357f7a3c_154) | | | [112](#i372367ab246d4735ab5e1072357f7a3c_154) | | |

| [Notes to Financial Statements](#i372367ab246d4735ab5e1072357f7a3c_178) | | | [121](#i372367ab246d4735ab5e1072357f7a3c_178) | | |

Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting at the Company.

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* | | |

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.

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


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

| Loans and leases | | | 135,581 | | | | | | 134,068 | | |

| Common stock issuable, 11,642 shares at December 31, 2024; 12,217 shares at December 31, 2023 | | | 1 | | | | | | 1 | | |

| Fully taxable | | | 1,030 | | | | | | 773 | | | | | | 448 | | |

| Exempt from federal taxes | | | 64 | | | | | | 66 | | | | | | 51 | | |

| Net increase in loans and leases | | | (2,030) | | | | | | (2,770) | | | | | | (3,639) | | |

| Acquisition, net of cash consideration: | | | | | | | | | | | | | | | | | |

| Bank and bank holding company | | | — | | | | | | — | | | | | | 394 | | |

| 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 | | |

| 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 | | |

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

Bible, Senior Executive Vice President and Chief Financial Officer, concluded that M&T’s disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

M&T regularly assesses [removed: the adequacy of its internal control over financial reporting] and enhances its [removed: controls in response to] internal control [removed: assessments and internal and external audit and regulatory recommendations.][added: over financial reporting.]

No changes [removed: in internal control over financial reporting] have been identified during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, M&T’s 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, 2025 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, 2025.

The Company is conducting a multi-phase implementation of new financial recordkeeping and reporting systems, including its general ledger and certain subledger platforms.

In conjunction therewith the Company has and will continue to change certain processes and internal controls over financial reporting.

Included under the heading "Report on Internal Control Over Financial Reporting" in Item 8 of this Form 10-K.

(b) [removed: The following provides] [added: No executive officers and no directors adopted, terminated or modified] a [removed: description of] Rule 10b5-1 trading [removed: arrangements] [added: arrangement] (as defined in Item 408 of Regulation S-K under the Exchange Act) [removed: adopted] during the three months ended December 31, [removed: 2024, by any director or executive officer who is subject to the filing requirements of Section 16 of the Exchange Act:][added: 2025.]

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

On November 21, 2024, René F.

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

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

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

The arrangement does not provide for the sale of shares.

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

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

The information required to be furnished pursuant to Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included in [removed: M&T’s Proxy Statement for] the [removed: 2025 Annual Meeting of Shareholders,] [added: 2026 Proxy Statement,] which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of [removed: 2024 (the "2025 Proxy Statement").][added: 2025.]

The information concerning M&T’s directors will appear under the heading "Nominees for Director" in the [removed: 2025] [added: 2026] Proxy Statement.

The information concerning compliance with Section 16(a) of the Exchange Act will appear, if necessary, under the heading "Delinquent Section 16(a) Reports" in the [removed: 2025] [added: 2026] Proxy Statement.

The information concerning M&T’s Code of Ethics for Chief Executive Officer and Senior Financial Officers will appear under the heading "Codes of Business Conduct and Ethics" in the [removed: 2025] [added: 2026] Proxy Statement.

The information regarding any material changes to the procedures by which shareholders can recommend director nominees will appear, if necessary, under the heading "Nomination and Governance Committee" in the [removed: 2025] [added: 2026] Proxy Statement.

The information regarding M&T’s Audit Committee, including "audit committee financial experts," will appear under the heading "Audit Committee" in the [removed: 2025] [added: 2026] Proxy Statement.

The information required to be furnished pursuant to Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will appear under the headings "Compensation Discussion and Analysis," "Executive Compensation," "Director Compensation," "Compensation and Human Capital Committee Interlocks and Insider Participation," and "Compensation and Human Capital Committee Report" in the [removed: 2025] [added: 2026] Proxy Statement.

The information required to be furnished pursuant to Item 403 of Regulation S-K will appear under the heading "Stock Ownership Information" in the [removed: 2025] [added: 2026] Proxy Statement.

The information required to be furnished pursuant to Items 404 and 407(a) of Regulation S-K will appear under the headings "Transactions with Directors, Executive Officers and Certain Shareholders" and "Board Independence" in the [removed: 2025] [added: 2026] Proxy Statement.

The information required to be furnished by Item 9(e) of Schedule 14A will appear under the heading "Independent Public Accountants" in the [removed: 2025] [added: 2026] Proxy Statement.

| 3.1 | | | | | | [Restated Certificate of Incorporation of M&T Bank Corporation, effective November 16, 2022. Incorporated by reference to Exhibit [removed: 3.1](https://www.sec.gov/Archives/edgar/data/36270/000119312522288304/d423478dex31.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000119312522288304/d423478dex31.htm) [the] [added: 3.1 of the] Form 8-K dated November 18, [removed: 2022](https://www.sec.gov/Archives/edgar/data/36270/000119312522288304/d423478dex31.htm)[.](https://www.sec.gov/Archives/edgar/data/36270/000119312522288304/d423478dex31.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/36270/000119312522288304/d423478dex31.htm)] | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of M&T Bank Corporation, effective February 21, 2024. Incorporated by reference to Exhibit [removed: 3.2](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex3_2.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex3_2.htm) [the] [added: 3.2 of the] Form 10-K for the year ended December 31, [removed: 2023](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex3_2.htm)[.](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex3_2.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex3_2.htm)] | | |

| 4.2 | | | | | | [Description of Registrant’s Securities. Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/36270/000162828025006267/ex42-2024form10xkxdescript.htm)[](https://www.sec.gov/Archives/edgar/data/36270/000162828025006267/ex42-2024form10xkxdescript.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/36270/000003627026000010/exhibit42-202510xkxdescrip.htm)[](https://www.sec.gov/Archives/edgar/data/36270/000003627026000010/exhibit42-202510xkxdescrip.htm)] | | |

| 10.1 | | | | | | [M&T Bank Corporation Annual Executive Incentive Plan. Incorporated by reference to Exhibit No. [removed: 10.3](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt) [of](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt) [the](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt) [](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt)[Form] [added: 10.3 of the Form] 10-Q for the quarter ended June 30, [removed: 1998](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt)[.*](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt)] [added: 1998.*](https://www.sec.gov/Archives/edgar/data/36270/0001047469-98-031118.txt)] | | |

| 10.2 | | | | | | [M&T Bank Corporation Supplemental Pension Plan, as amended and restated. Incorporated by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex101.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex101.htm) [the] [added: 10.1 of the] Form 10-Q for the quarter ended March 31, [removed: 2016](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex101.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex101.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex101.htm)] | | |

| 10.3 | | | | | | [Amendment No. 1 to M&T Bank Corporation Supplemental Pension Plan. Incorporated by reference to Exhibit 10.4 [removed: of](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex104_442.htm) [the](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex104_442.htm) [Form] [added: of the Form] 10-K for the year ended December 31, [removed: 2018](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex104_442.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex104_442.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex104_442.htm)] | | |

| 10.4 | | | | | | [Amendment No. 2 to M&T Bank Corporation Supplemental Pension Plan. Incorporated by reference to Exhibit 10.5 [removed: of](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex105_441.htm) [the](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex105_441.htm) [Form] [added: of the Form] 10-K for the year ended December 31, [removed: 2018](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex105_441.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex105_441.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex105_441.htm)] | | |

| 10.5 | | | | | | [M&T Bank Corporation Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex102.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex102.htm) [the] [added: 10.2 of the] Form 10-Q for the quarter ended March 31, [removed: 2016](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex102.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex102.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/36270/000119312516569978/d174513dex102.htm)] | | |

| 10.6 | | | | | | [Amendment No. 1 to M&T Bank Corporation Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit 10.7 [removed: of](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex107_440.htm) [the](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex107_440.htm) [Form] [added: of the Form] 10-K for the year ended December 31, [removed: 2018](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex107_440.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex107_440.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex107_440.htm)] | | |

| 10.7 | | | | | | [Amendment No. 2 to M&T Bank Corporation Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit 10.8 [removed: of](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex108_439.htm) [the](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex108_439.htm) [Form] [added: of the Form] 10-K for the year ended December 31, [removed: 2018](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex108_439.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex108_439.htm)] [added: 2018.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019003467/mtb-ex108_439.htm)] | | |

| 10.8 | | | | | | [M&T Bank Corporation Deferred Bonus Plan, as amended and restated. Incorporated by reference to Exhibit [removed: 10.6](https://www.sec.gov/Archives/edgar/data/36270/000156459017002016/mtb-ex106_1199.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459017002016/mtb-ex106_1199.htm) [the] [added: 10.6 of the] Form 10-K for the year ended December 31, [removed: 2016](https://www.sec.gov/Archives/edgar/data/36270/000156459017002016/mtb-ex106_1199.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459017002016/mtb-ex106_1199.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/36270/000156459017002016/mtb-ex106_1199.htm)] | | |

| 10.9 | | | | | | [M&T Bank Corporation 2019 Equity Incentive Compensation Plan. Incorporated by reference to Appendix [removed: A](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A) [the] [added: A of the] Proxy [removed: Statement](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A) [filed](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A) [March] [added: Statement filed March] 7, [removed: 2019](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/36270/000156459019006629/mtb-def14a_20190417.htm#APPENDIX_A)] | | |

| [removed: 10.10] [added: 10.19] | | | | | | [M&T Bank Corporation Form of Performance Share Unit Award Agreement. Incorporated by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex101_136.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex101_136.htm) [](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex101_136.htm)[the](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex101_136.htm) [Form 10-Q] [added: 10.21 of the Form 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2020](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex101_136.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex101_136.htm)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_21.htm)] | | |

| [removed: 10.11] [added: 10.10] | | | | | | [Amendment No. 3 to M&T Bank Corporation Supplemental Pension Plan. Incorporated by reference to Exhibit [removed: 10.2](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm) [](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm)[the](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm) [Form] [added: 10.2 of the Form] 10-Q for the quarter ended March 31, [removed: 2020](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex102_138.htm)] | | |

| [removed: 10.12] [added: 10.11] | | | | | | [M&T Bank Corporation Leadership Retirement Savings Plan (f/k/a Supplemental Savings Retirement Plan), amended and restated effective as of January 1, 2020. Incorporated by reference to Exhibit [removed: 10.3](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm) [](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm)[the](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm) [Form] [added: 10.3 of the Form] 10-Q for the quarter ended March 31, [removed: 2020](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/36270/000156459020022168/mtb-ex103_137.htm)] | | |

| [removed: 10.13] [added: 10.12] | | | | | | [M&T Bank Corporation Form of Performance-Hurdled Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit [removed: 10.24](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm) [](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm)[the](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm) [Form] [added: 10.24 of the Form] 10-K for the year ended December 31, [removed: 2020](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1024_535.htm)] | | |

| [removed: 10.14] [added: 10.13] | | | | | | [M&T Bank Corporation Form of Stock Option Agreement. Incorporated by reference to Exhibit [removed: 10.25](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1025_534.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1025_534.htm) [the](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1025_534.htm) [Form] [added: 10.25 of the Form] 10-K for the year ended December 31, [removed: 2020](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1025_534.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1025_534.htm)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/36270/000156459021007188/mtb-ex1025_534.htm)] | | |

| [removed: 10.15] [added: 10.14] | | | | | | [M&T Bank Corporation Form of Directors’ Restricted Stock Unit Award Agreement (one-year vesting). Incorporated by reference to Exhibit [removed: 10.17](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm) [](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm)[th](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm)[e](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm) [Form] [added: 10.17 of the Form] 10-K for the year ended December 31, [removed: 2022](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/36270/000095017023003804/mtb-ex10_17.htm)] | | |

| [removed: 10.16] [added: 10.15] | | | | | | [M&T Bank Corporation Voluntary Deferred Compensation Plan for Directors. Incorporated by reference to Exhibit [removed: 10.28](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm) [](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm)[the](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm) [Form] [added: 10.28 of the Form] 10-K for the year ended December 31, [removed: 2021](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm)[.*](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm)] [added: 2021.*](https://www.sec.gov/Archives/edgar/data/36270/000156459022005400/mtb-ex1028_927.htm)] | | |

| [removed: 10.17] [added: 10.16] | | | | | | [M&T Bank Corporation Employee Severance Pay Plan, restated June 1, 2021 (with amended Appendix A effective March 28, 2022). Incorporated by reference to Exhibit [removed: 10.17](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex10_17.htm) [of](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex10_17.htm) [the] [added: 10.17 of the] Form 10-K for the year ended December 31, 2023.*](https://www.sec.gov/Archives/edgar/data/36270/000095017024017990/mtb-ex10_17.htm) | | |

| [removed: 10.18] [added: 10.17] | | | | | | [Non-Competition and Non-Solicitation Agreement, dated as of February 21, 2021, by and between John P. Barnes and People’s United Financial, Inc. Incorporated by reference to Exhibit 10.1 of [removed: the](https://www.sec.gov/Archives/edgar/data/36270/000119312522094296/d349120dex101.htm) [Form 8-K](https://www.sec.gov/Archives/edgar/data/36270/000119312522094296/d349120dex101.htm) [filed] [added: the Form 8-K filed] on April 4, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/36270/000119312522094296/d349120dex101.htm)[*](https://www.sec.gov/Archives/edgar/data/36270/000119312522094296/d349120dex101.htm)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/36270/000119312522094296/d349120dex101.htm)] | | |