Item 1A. Risk Factors.

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Item 1A. Risk Factors.

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There have been no material changes in risk factors relating to M&T to those disclosed in response to Item 1A. to Part I of Form 10-K for the year ended December 31, 2021.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | --- | --- |

(a) – (b) Not applicable.

(c)

	Issuer Purchases of Equity Securities
Period	(a)Total Number of Shares (or Units) Purchased (1)		(b)Average Price Paid per Share (or Unit)		(c)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d)Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (2)

January 1 - January 31, 2022		1,117	$	169.38		—	$	800,000,000
February 1 - February 28, 2022		—		—		—		800,000,000
March 1 - March 31, 2022		—		—		—		800,000,000
Total		1,117	$	169.38		—

(1)

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

(2)

In January 2021, M&T’s Board of Directors authorized a program to repurchase up to $800 million of common shares, with the exact number, timing, price and terms of such repurchases to be determined at the discretion of management and subject to all regulatory limitations. No common shares were repurchased during 2021, and on February 15, 2022, M&T’s Board of Directors reaffirmed the January 2021 authorization to repurchase up to $800 million of common shares.

Item 3. Defaults Upon Senior Securities. | --- | --- |

(Not applicable.)

Item 4. Mine Safety Disclosures. | --- | --- |

(None.)

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