M&T Bank 10-Q 2025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2025

Commission File Number 1-9861

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:

(716) 635-4000

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

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. x Yes o 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).

x Yes o 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.

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. o

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

Number of shares of the registrant's Common Stock, $0.50 par value, outstanding as of the close of business on May 1, 2025: 160,516,041 shares.

M&T Bank Corporation

FORM 10-Q

For the Quarterly Period Ended March 31, 2025

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Glossary of Terms

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

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Part I. Financial Information

M&T Bank Corporation and Subsidiaries

Consolidated Balance Sheet (Unaudited)

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*(a)*Loans and leases of $2.1 billion and $1.5 billion at March 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. The outstanding balances of those asset-backed notes were included in Long-term borrowings and were $1.8 billion at March 31, 2025 and $1.2 billion at December 31, 2024.

See accompanying notes to financial statements.

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M&T Bank Corporation and Subsidiaries

Consolidated Statement of Income (Unaudited)

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This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and other information included in this Quarterly Report on Form 10-Q as well as with M&T's 2024 Annual Report. Information regarding the Company's business, its supervision and regulation and potential risks and uncertainties that may affect the Company's business, financial condition, liquidity and results of operations are also included in the 2024 Annual Report.

Financial Overview

The Company's results of operations in the first quarter of 2025 as compared with the fourth quarter of 2024 reflect lower net interest income from two less calendar days in the recent quarter, seasonal salaries and employee benefits expense of $110 million and lower other income, partially offset by a modest improvement in provision for credit losses. The fourth quarter of 2024 results included a distribution from M&T's investment in BLG, net gains on the sale of bank investment securities and a pension-related distribution benefit, partially offset by losses resulting from the redemption of certain of M&T's trust preferred obligations and vacated facility write-downs. The first quarter of 2024 results included $99 million of seasonal salaries and employee benefits expense and a $29 million FDIC special assessment expense. A summary of financial results for the Company is provided below:

SUMMARY OF FINANCIAL RESULTS

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*(a)*Net interest income data are presented on a taxable-equivalent basis which is a non-GAAP measure. The taxable-equivalent adjustment represents additional income taxes that would be due if all interest income were subject to income taxes. 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%.

The decrease in net income in the recent quarter as compared with the fourth quarter of 2024 resulted from the following:

• Net interest income on a taxable-equivalent basis declined $33 million, largely reflective of two less calendar days in the recent quarter. The Company's net interest margin widened 8 basis points reflecting a reduction in the rates paid on interest-bearing liabilities that outpaced a decline in yields received on earning assets. That increase in net interest spread was partially offset by a decrease in the contribution of interest-free funds.

• Provision for credit losses declined $10 million reflecting lower levels of commercial real estate loans, including such loans that were designated as criticized, partially offset by a modest deterioration in macroeconomic forecasts. Macroeconomic forecasts have been and are expected to continue to be influenced by geopolitical uncertainties such as potential changes to international trade policies, including tariffs.

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• Noninterest income declined $46 million reflecting a distribution from M&T's investment in BLG and net gains on bank investment securities each in the fourth quarter of 2024.

• Noninterest expense increased $52 million reflecting seasonal salaries and employee benefits expense in the recent quarter and higher outside data processing and software costs, partially offset by a decline in other costs of operations. That decline reflects lower costs associated with the Company's supplemental executive retirement savings plan and activity in the fourth quarter of 2024 including losses resulting from the redemption of certain of M&T's trust preferred obligations and vacated facility write-downs, partially offset by a pension-related distribution benefit.

The increase in net income in the first quarter of 2025 as compared with 2024's initial quarter reflects the following:

• Net interest income on a taxable-equivalent basis increased $15 million reflecting a widening of the net interest margin by 14 basis points as reductions in deposit and borrowing costs outpaced a decline in the yield received on average interest-bearing deposits at banks and average loans and leases.

• Provision

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Incorporated by reference to the discussion contained in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," under the captions "Liquidity Risk," "Market Risk and Interest Rate Sensitivity" and "Capital."

(a) Evaluation of disclosure controls and procedures. 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 rules 13a-15(e)), René F. Jones, Chairman of the Board and Chief Executive Officer, and Daryl N. Bible, Senior Executive Vice President and Chief Financial Officer, concluded that M&T’s disclosure controls and procedures were effective as of March 31, 2025.

(b) Changes in internal control over financial reporting. M&T regularly assesses the adequacy of its internal control over financial reporting and enhances its controls in response to internal control assessments and internal and external audit and regulatory recommendations. No changes in internal control over financial reporting have been identified during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, M&T’s internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings.

Refer to note 13 of Notes to Financial Statements filed herewith in Part I, Item 1, “Financial Statements” regarding legal proceedings.

There have been no material changes in risk factors relating to the Company to those disclosed in response to Part I, Item 1A of M&T's 2024 Annual Report.

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

(a) – (b) Not applicable.

(c)

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*(a)*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.

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

*(c)*On January 22, 2025, M&T's Board of Directors authorized a program under which $4.0 billion of common shares may be repurchased with the exact number, timing, price and terms of such repurchases to be determined at the discretion of management and subject to all regulatory limitations. The authorization replaces and terminates, effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by M&T's Board of Directors in July 2022.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

(a) – (b) Not applicable.

(c) No executive officers or directors adopted, terminated or modified a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K under the Exchange Act) in the three months ended March 31, 2025. Certain of our officers or directors have made elections to participate in, and are participating in, our 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 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).

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The following exhibits are filed as a part of this report.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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