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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9861

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York16-0968385
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One M & T Plaza Buffalo**,** New York14203
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:

(716) 635-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolsName of Each Exchange on Which Registered
Common Stock, $.50 par valueMTBNew York Stock Exchange
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HMTBPrHNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

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

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Number of shares of the registrant's Common Stock, $0.50 par value, outstanding as of the close of business on November 1, 2023: 165,960,333 shares.

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M&T BANK CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2023

Table of Contents of Information Required in ReportPage
Glossary of Terms3
Part I. FINANCIAL INFORMATION
Item 1.Financial Statements
CONSOLIDATED BALANCE SHEET – September 30, 2023 and December 31, 20224
CONSOLIDATED STATEMENT OF INCOME – Three and nine months ended September 30, 2023 and 20225
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME – Three and nine months ended September 30, 2023 and 20226
CONSOLIDATED STATEMENT OF CASH FLOWS – Nine months ended September 30, 2023 and 20227
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY – Three and nine months ended September 30, 2023 and 20228
NOTES TO FINANCIAL STATEMENTS9
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations51
Item 3.Quantitative and Qualitative Disclosures About Market Risk90
Item 4.Controls and Procedures90
Part II. OTHER INFORMATION
Item 1.Legal Proceedings91
Item 1A.Risk Factors91
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds91
Item 3.Defaults Upon Senior Securities91
Item 4.Mine Safety Disclosures91
Item 5.Other Information91
Item 6.Exhibits92
SIGNATURES93

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GLOSSARY OF TERMS

The following listing includes acronyms and terms used throughout the document.

TermDefinition
2022 Annual ReportForm 10-K for the year ended December 31, 2022
Bayview FinancialBayview Financial Holdings, L.P. together with its affiliates
BLGBayview Lending Group LLC
CET1Common Equity Tier 1
CITCollective Investment Trust
The CompanyM&T Bank Corporation and its consolidated subsidiaries
DIFDeposit Insurance Fund
FDICFederal Deposit Insurance Corporation
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee
FRBFederal Reserve Bank
Future FactorsCertain risks, uncertainties, and assumptions
GAAPAccounting principles generally accepted in the United States of America
ICSInstitutional Client Services
IDIInsured depository institution
Junior subordinated debenturesFixed and variable rate junior subordinated deferrable interest debentures
LIBORLondon Interbank Offered Rate
LTVLoan-to-value
M&TM&T Bank Corporation
M&T BankManufacturers and Traders Trust Company
MTIAM&T Insurance Agency, Inc.
PCDPurchased credit deteriorated
People’s UnitedPeople’s United Financial, Inc.
PPPPaycheck Protection Program
ProtocolIBOR Fallback Protocol
SECSecurities and Exchange Commission
Series H Preferred StockSeries H Perpetual Fixed-to-Floating Rate Non-cumulative Preferred Stock of M&T
SOFRSecured Overnight Financing Rate
SupplementIBOR Fallbacks Supplement
VRDBVariable rate demand bonds
WASWealth Advisory Services

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PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements.