Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

254K characters. Original on sec.gov · Markdown

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 second quarter of 2025 as compared with the first quarter of 2025 reflected higher taxable-equivalent net interest income and a rise in noninterest income, including favorable residential mortgage banking activities and gains on the sales of an out-of-footprint loan portfolio and a subsidiary that specialized in institutional services. The results of operations for each of the first quarters of 2025 and 2024 included seasonal salaries and employee benefits expense of $110 million and $99 million, respectively. The first six months of 2024 results included a $25 million distribution from M&T's investment in BLG and $34 million of FDIC special assessment expense. A summary of financial results for the Company is provided below:

SUMMARY OF FINANCIAL RESULTS

Three Months EndedChangeSix Months EndedChange
(Dollars in millions, except per share)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Net interest income$1,713$1,695$181%$3,408$3,398$10—%
Taxable-equivalent adjustment (a)912(3)-302125(4)-18
Net interest income (taxable-equivalent basis) (a)1,7221,7071513,4293,4236—
Provision for credit losses125130(5)-4255350(95)-27
Other income68361172121,2941,16413011
Other expense1,3361,415(79)-62,7512,693582
Net income716584132231,3001,18611410
Per common share data:
Basic earnings4.263.33.93287.586.79.7912
Diluted earnings4.243.32.92287.556.76.7912
Performance ratios, annualized
Return on:
Average assets1.37%1.14%1.25%1.13%
Average common shareholders’ equity10.398.369.379.05
Net interest margin3.623.663.643.56

__________________________________________________________________________________

*(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 increase in net income in the recent quarter as compared with the first quarter of 2025 resulted from the following:

  • Net interest income on a taxable-equivalent basis increased $15 million in the recent quarter reflecting one more calendar day of earnings and a comparatively favorable impact from interest rate swap agreements used for hedging purposes, partially offset by $20 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 in 2022. Reflecting those factors the net interest margin narrowed 4 basis points.

  • Noninterest income increased $72 million reflecting higher residential mortgage banking revenues and an increase in other revenues from operations, including gains on the sales of an out-of-footprint loan portfolio of $15 million and a subsidiary that specialized in institutional services of $10 million.

  • Noninterest expense decreased $79 million reflecting seasonal salaries and employee benefits expense in the first quarter of 2025.

- 43 -

The increase in net income in the six months ended June 30, 2025 as compared with the same 2024 period reflected the following:

  • Net interest income on a taxable-equivalent basis increased $6 million reflecting a widening of the net interest margin by 8 basis points as an increase in the Company's net interest spread was partially offset by a decline in contribution from net interest-free funds.

  • The provision for credit losses declined $95 million mainly reflecting improved levels of criticized loans.

  • Noninterest income increased $130 million reflecting higher mortgage banking revenues, trust income, service charges on deposit accounts and other revenues from operations.

  • Noninterest expense rose $58 million reflecting higher levels of salaries and employee benefits expense and outside data processing and software costs, partially offset by lower FDIC assessments, including $34 million of FDIC special assessment expense in the first half of 2024, and lower other costs of operations.

The Company's effective income tax rates were 23.4% and 23.2% for the second and first quarters of 2025, respectively, and 23.3% and 21.9% for the six months ended June 30, 2025 and 2024, respectively. The first half of 2024 income tax expense reflected a $17 million net discrete tax benefit related to the resolution of an income tax matter inherited from the acquisition of People's United.

Under approved capital plans and programs authorized by the Board of Directors, M&T repurchased 6,073,957 shares of its common stock during the recent quarter at a total cost of $1.1 billion, compared with 3,415,303 shares at a total cost of $662 million in the first quarter of 2025. No share repurchases occurred in the first half of 2024.

Supplemental Reporting of Non-GAAP Results of Operations

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 operations into the Company, since such items are considered by management to be “nonoperating” in nature. Although “net operating income” as defined by M&T is not a GAAP measure, M&T’s management believes that this information helps investors understand the effect of acquisition activity in reported results.

SUPPLEMENTAL REPORTING OF NON-GAAP RESULTS OF OPERATIONS

Three Months EndedChangeSix Months EndedChange
(Dollars in millions, except per share)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Net operating income$724$594$13022%$1,318$1,208$1109%
Diluted net operating earnings per share4.283.38.90277.666.89.7711
Annualized return on:
Average tangible assets1.44%1.21%1.32%1.20%
Average tangible common equity15.5412.5314.0313.99
Efficiency ratio55.260.557.858.0
Tangible equity per common share (a)$112.48$111.13$1.351%$112.48$102.42$10.0610%

__________________________________________________________________________________

*(a)*At the period end.

The efficiency ratio measures the relationship of noninterest operating expenses, which exclude expenses M&T considers to be "nonoperating" in nature consisting of amortization of core deposit and other intangible assets and merger-related expenses, to revenues. The calculations of the Company’s efficiency ratio, or noninterest operating expenses divided by the sum of taxable-equivalent net interest income and noninterest income (exclusive of gains and losses from bank investment securities), and reconciliations of GAAP amounts with corresponding non-GAAP amounts are presented in Table 2.

- 44 -

Taxable-equivalent Net Interest Income

Interest income earned on certain of the Company's assets is exempt from federal income tax. Taxable-equivalent net interest income is a non-GAAP measure that adjusts income earned on a tax-exempt asset to present it on an equivalent basis to interest income earned on a fully taxable asset.

Taxable-equivalent net interest income was $1.72 billion in the second quarter of 2025, compared with $1.71 billion in the first quarter of 2025. That increase reflects an additional calendar day of earnings and a comparatively favorable impact of interest rate swap agreements used for hedging purposes in the recent quarter, partially offset by $20 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 net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, was 3.62% in the recent quarter, down from 3.66% in the first quarter of 2025.

Taxable-equivalent net interest income in the first six months of 2025 was $3.43 billion, compared with $3.42 billion in the corresponding 2024 period. That increase reflects an 8 basis-point widening of the net interest margin driven by a decrease of 55 basis points in the cost of interest-bearing liabilities, partially offset by a 27 basis-point decline in the yield received on earning assets. Contributing to the decrease in yields received on earning assets and rates paid on interest-bearing liabilities in the first half of 2025 as compared with the first half of 2024 was a reduction by the FOMC of its federal funds target interest rate by a total of 1.00% in the last four months of 2024. Partially offsetting the decline in yields received on earning assets was an increase in the yields received on investment securities from the deployment of liquidity into fixed rate investment securities from early 2024 through June 2025 that yielded higher rates than maturing investment securities. The Company continues to adjust its funding sources in consideration of the competitive landscape for customer deposits and maintenance of its liquidity profile. The Company's average balance sheets accompanied by the annualized taxable-equivalent interest income and expense and the average rate on the Company's earning assets and interest-bearing liabilities are presented as follows.

- 45 -

AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES

Three Months Ended
June 30, 2025March 31, 2025
(Dollars in millions)Average BalanceInterestAverage RateAverage BalanceInterestAverage Rate
Assets
Earning assets:
Loans (a):
Commercial and industrial$61,036$9746.40%$61,056$9586.36%
Commercial real estate25,3334046.3126,2594056.16
Residential real estate23,6842684.5223,1762574.44
Consumer25,3544156.5724,3533946.57
Total loans135,4072,0616.11134,8442,0146.06
Interest-bearing deposits at banks19,6982194.4719,6952184.48
Trading account9523.4697—3.42
Investment securities (b):
U.S. Treasury8,409843.988,634813.82
Mortgage-backed securities (c)23,5832404.0822,4532233.97
State and political subdivisions (d)2,274(2)-.372,313213.64
Other1,069145.101,080155.71
Total investment securities35,3353363.8134,4803404.00
Total earning assets190,5352,6185.51189,1162,5725.52
Goodwill8,4658,465
Core deposit and other intangible assets8992
Other assets11,17210,648
Total assets$210,261$208,321
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and interest-checking deposits$103,963$5792.24%$101,564$5522.20%
Time deposits14,2901233.4514,2201243.54
Total interest-bearing deposits118,2537022.38115,7846762.37
Short-term borrowings3,327374.492,869324.52
Long-term borrowings10,9361575.7211,2851575.65
Total interest-bearing liabilities132,5168962.71129,9388652.70
Noninterest-bearing deposits45,15345,436
Other liabilities3,9263,949
Total liabilities181,595179,323
Shareholders’ equity28,66628,998
Total liabilities and shareholders’ equity$210,261$208,321
Net interest spread2.802.82
Contribution of interest-free funds.82.84
Net interest income/margin on earning assets$1,7223.62%$1,7073.66%
Memo:
Total deposits$163,406$7021.72%$161,220$6761.70%
Total brokered deposits10,4891053.9910,7681074.05

__________________________________________________________________________________

*(a)*Includes nonaccrual loans.

*(b)*Includes available-for-sale securities at amortized cost.

*(c)*Primarily government issued or guaranteed.

*(d)*The yield on state and political subdivision investment securities for the three-month period ended June 30, 2025 reflects $20 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.

- 46 -

AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES (continued)

Six Months Ended
June 30, 2025June 30, 2024
(Dollars in millions)Average BalanceInterestAverage RateAverage BalanceInterestAverage Rate
Assets
Earning assets:
Loans (a):
Commercial and industrial$61,046$1,9326.38%$57,486$2,0057.01%
Commercial real estate25,7948096.2432,0771,0326.37
Residential real estate23,4315254.4823,0714964.30
Consumer24,8568096.5721,5587056.58
Total loans135,1274,0756.08134,1924,2386.35
Interest-bearing deposits at banks19,6974374.4829,9718195.50
Trading account9623.4410223.45
Investment securities (b):
U.S. Treasury8,5211653.909,0901393.08
Mortgage-backed securities (c)23,0214634.0216,1682743.39
State and political subdivisions (d)2,293191.642,466463.79
Other1,074295.411,417415.85
Total investment securities34,9096763.9029,1415003.46
Total earning assets189,8295,1905.51193,4065,5595.78
Goodwill8,4658,465
Core deposit and other intangible assets90133
Other assets10,9129,725
Total assets$209,296$211,729
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and interest-checking deposits$102,770$1,1312.22%$95,411$1,2332.60%
Time deposits14,2552473.5020,1924424.41
Total interest-bearing deposits117,0251,3782.38115,6031,6752.91
Short-term borrowings3,100694.515,5951535.51
Long-term borrowings11,1093145.6910,6313085.82
Total interest-bearing liabilities131,2341,7612.71131,8292,1363.26
Noninterest-bearing deposits45,29448,175
Other liabilities3,9374,343
Total liabilities180,465184,347
Shareholders’ equity28,83127,382
Total liabilities and shareholders’ equity$209,296$211,729
Net interest spread2.802.52
Contribution of interest-free funds.841.04
Net interest income/margin on earning assets$3,4293.64%$3,4233.56%
Memo:
Total deposits$162,319$1,3781.71%$163,778$1,6752.06%
Total brokered deposits10,6282124.0212,6213084.90

__________________________________________________________________________________

*(a)*Includes nonaccrual loans.

*(b)*Includes available-for-sale securities at amortized cost.

*(c)*Primarily government issued or guaranteed.

*(d)*The yield on state and political subdivision investment securities for the six-month period ended June 30, 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.

- 47 -

Lending activities

The Company's lending activities reflect a portfolio composition shift as the Company executed various strategies to reduce its relative concentration of commercial real estate loans throughout 2024. The following table summarizes changes in the components of average loans.

AVERAGE LOANS

Three Months EndedSix Months Ended
(Dollars in millions)June 30, 2025March 31, 2025Percentage ChangeJune 30, 2025June 30, 2024Percentage Change
Commercial and industrial$61,036$61,056—%$61,046$57,4866%
Commercial real estate25,33326,259-425,79432,077-20
Residential real estate23,68423,176223,43123,0712
Consumer:
Home equity lines and loans4,5984,56514,5824,578—
Recreational finance13,29512,684512,99110,62822
Automobile5,2254,89675,0614,28618
Other2,2362,20812,2222,0668
Total consumer25,35424,353424,85621,55815
Total$135,407$134,844—%$135,127$134,1921%

Average loans totaled $135.4 billion in the second quarter of 2025, up $563 million from the first quarter of 2025.

  • Average commercial and industrial loans were $61.0 billion in the recent quarter, relatively unchanged from the first quarter of 2025.

  • Commercial real estate loans averaged $25.3 billion in the second quarter of 2025, down $926 million from the first quarter of 2025, reflecting decreases of $247 million and $679 million of average permanent and construction commercial real estate loans, respectively. Contributing to the decline were payoffs and the sale of $661 million of out-of-footprint residential builder and developer loans.

  • Average residential real estate loans increased $508 million in the recent quarter as compared with the first quarter of 2025, reflecting a higher retention of originated residential mortgage loans and purchases.

  • Average consumer loans in the second quarter of 2025 increased $1.0 billion from the first quarter of 2025 to $25.4 billion reflecting higher average balances of recreational finance loans and automobile loans of $611 million and $329 million, respectively.

In the first six months of 2025, average loans increased $935 million or 1% from the corresponding 2024 period.

  • Average commercial and industrial loans increased $3.6 billion reflecting growth that spanned most industry types and included growth in loans to customers in the financial and insurance industry. Borrowers in the financial and insurance industry include real estate investment trusts and other specialty lending businesses, including fund banking companies and mortgage warehouse lending businesses.

  • Average commercial real estate loans decreased $6.3 billion in the six months ended June 30, 2025 from the first half of 2024 reflecting decreases of $4.6 billion and $1.7 billion of average permanent and construction commercial real estate loans, respectively.

  • Average consumer loans in the first half of 2025 increased $3.3 billion from the first half of 2024. The higher average balances of consumer loans reflect recreational finance and automobile loan growth of $2.4 billion and $775 million, respectively.

- 48 -

Investing activities

The Company's investment securities portfolio is largely comprised of government-issued or guaranteed commercial and residential mortgage-backed securities and U.S. Treasury securities, but also includes municipal and other securities. When purchasing investment securities, the Company considers its liquidity position and its overall interest rate risk profile as well as the adequacy of expected returns relative to risks assumed, including prepayments. The Company may occasionally sell investment securities as a result of movements in interest rates and spreads, changes in liquidity needs, actual or anticipated prepayments, credit risk associated with a particular security, or as a result of restructuring its investment securities portfolio. The amounts of investment securities held by the Company are influenced by such factors as available yield in comparison with alternative investments, demand for loans, which generally yield more than investment securities, ongoing repayments, the levels of deposits, and management of liquidity and balance sheet size and resulting capital ratios. Information about the Company's average investment securities portfolio is presented in the following table.

AVERAGE INVESTMENT SECURITIES

Three Months EndedSix Months Ended
(Dollars in millions)June 30, 2025March 31, 2025Percentage ChangeJune 30, 2025June 30, 2024Percentage Change
Investment securities available for sale:
U.S. Treasury$7,966$7,995—%$7,980$8,083-1%
Mortgage-backed securities (a)13,07911,7041212,3954,553172
Other debt securities33-93165-98
Total available for sale21,04819,702720,37812,80159
Investment securities held to maturity:
U.S. Treasury443639-315411,007-46
Mortgage-backed securities (a)10,50410,749-210,62611,615-9
State and political subdivisions2,2742,313-22,2932,466-7
Other debt securities11-311-14
Total held to maturity13,22213,702-413,46115,089-11
Equity and other securities1,0651,076-11,0701,251-14
Total investment securities$35,335$34,4802%$34,909$29,14120%

__________________________________________________________________________________

*(a)*Primarily government issued or guaranteed.

The investment securities portfolio averaged $35.3 billion in the second quarter of 2025, up $855 million from the first quarter of 2025. That increase reflects the deployment of liquidity into primarily fixed rate investment securities, including purchases of fixed rate agency mortgage-backed securities and U.S. Treasury securities of $1.2 billion and $638 million, respectively, in the recent quarter, into the Company's available-for-sale investment securities portfolio. In the first six months of 2025 and 2024, investment securities averaged $34.9 billion and $29.1 billion, respectively. The Company purchased fixed rate agency mortgage-backed securities and U.S. Treasury securities of $8.5 billion and $3.1 billion, respectively, since June 30, 2024. As a result of the elevated interest rate environment throughout much of 2024 and the maturities of lower-yielding securities, the weighted-average current yield for total investment securities available for sale increased to 4.50% at June 30, 2025 and 4.42% at March 31, 2025, compared with 3.83% at June 30, 2024. The weighted-average duration of the available-for-sale investment securities portfolio was 2.6 years at June 30, 2025, compared with 2.5 years and 2.1 years at March 31, 2025 and June 30, 2024, respectively. There were no significant sales of investment securities during the three and six months ended June 30, 2025. In 2024, the Company sold $181 million of non-agency investment securities from its available-for-sale portfolio and its remaining equity investments in Fannie Mae and Freddie Mac preferred securities. The Company routinely adjusts its holdings of capital stock of the FHLB of New York and the FRB of New York based on amounts of outstanding borrowings and available lines of credit with those entities.

The Company regularly reviews its debt investment securities for declines in value below amortized cost that might be indicative of credit-related losses. In light of such reviews, there were no credit-related losses on debt investment securities recognized in each of the six months ended June 30, 2025 and June 30, 2024. A further discussion of fair values of investment securities is included herein under the heading "Capital." Additional information about the investment securities portfolio is included in notes 3 and 13 of Notes to Financial Statements.

- 49 -

Other earning assets include interest-bearing deposits at banks and trading account assets. Those other earning assets in the aggregate averaged $19.8 billion in each of the three-month periods ended June 30, 2025 and March 31, 2025, and $19.8 billion in the six months ended June 30, 2025, compared with $30.1 billion in the six months ended June 30, 2024. The amounts of other earning assets at those respective dates were primarily comprised of deposits held at the FRB of New York. In general, the levels of those deposits often fluctuate due to changes in deposits of retail and commercial customers, trust-related deposits, brokered deposits and additions to or maturities of investment securities or borrowings.

Funding activities - deposits

The most significant source of funding for the Company is core deposits. The Company considers noninterest-bearing deposits, savings and interest-checking deposits and time deposits of $250,000 or less as core deposits. The Company’s branch network is its principal source of core deposits, which generally carry lower interest rates than wholesale funds of comparable maturities. Average core deposits represented 79% and 78% of average earning assets for the quarters ended June 30, 2025 and March 31, 2025, respectively, and 78% and 76% for the six months ended June 30, 2025 and 2024, respectively. The Company also includes brokered deposits as a component of its wholesale funding strategy. Depending on market conditions, including demand by customers and other investors, and the cost of funds available from alternative sources, the Company may change the amount or composition of brokered deposits in the future. The following table provides an analysis of changes in the components of average deposits.

AVERAGE DEPOSITS

Three Months EndedSix Months Ended
(Dollars in millions)June 30, 2025March 31, 2025Percentage ChangeJune 30, 2025June 30, 2024Percentage Change
Noninterest-bearing deposits$45,153$45,436-1%$45,294$48,175-6%
Savings and interest-checking deposits94,04291,573392,81487,3006
Time deposits of $250,000 or less10,66910,489210,57912,196-13
Total core deposits149,864147,4982148,687147,6711
Time deposits greater than $250,0003,0532,95433,0043,486-14
Brokered savings and interest-checking deposits9,9219,991-19,9568,11123
Brokered time deposits568777-276724,510-85
Total deposits$163,406$161,2201%$162,319$163,778-1%

Total deposits averaged $163.4 billion in the recent quarter, up from $161.2 billion in the first quarter of 2025.

  • Average core deposits increased $2.4 billion from the first quarter of 2025 reflecting higher average savings and interest-checking deposits and customer time deposits.

  • The decrease in average brokered deposits from the first quarter of 2025 reflected maturities of brokered time deposits.

In the first six months of 2025, total average deposits decreased $1.5 billion from the corresponding 2024 period.

  • Average core deposits grew $1.0 billion due to higher average balances of savings and interest-checking deposits reflecting growth and a shift in customer funds from noninterest-bearing accounts to interest-bearing products. Lower average balances of core time deposits in the first half of 2025 reflected comparatively lower rates paid on those products.

  • Average brokered deposits declined $2.0 billion as compared with the first half of 2024. Average brokered time deposits decreased $3.8 billion in the first half of 2025, reflecting maturities. The Company's brokered savings and interest-bearing transaction accounts increased to $10.0 billion in the six months ended June 30, 2025 from $8.1 billion in the similar 2024 period, reflecting changes in the Company's wholesale funding strategy.

- 50 -

The accompanying table summarizes the components of average total deposits by reportable segment for the three months ended June 30, 2025 and March 31, 2025 and the six months ended June 30, 2025 and 2024.

AVERAGE DEPOSITS BY REPORTABLE SEGMENT

(Dollars in millions)Commercial BankRetail BankInstitutional Services and Wealth ManagementAll OtherTotal
Three Months Ended June 30, 2025
Noninterest-bearing deposits$11,337$24,449$8,868$499$45,153
Savings and interest-checking deposits34,31052,83610,2686,549103,963
Time deposits34813,3294357014,290
Total$45,995$90,614$19,179$7,618$163,406
Three Months Ended March 31, 2025
Noninterest-bearing deposits$11,304$24,220$9,370$542$45,436
Savings and interest-checking deposits33,80851,6859,1576,914101,564
Time deposits36513,0354078014,220
Total$45,477$88,940$18,567$8,236$161,220
Six Months Ended June 30, 2025
Noninterest-bearing deposits$11,320$24,335$9,118$521$45,294
Savings and interest-checking deposits34,06152,2649,7156,730102,770
Time deposits35713,1824167514,255
Total$45,738$89,781$18,874$7,926$162,319
Six Months Ended June 30, 2024
Noninterest-bearing deposits$12,991$25,265$9,211$708$48,175
Savings and interest-checking deposits29,86251,4647,5136,57295,411
Time deposits38915,248404,51520,192
Total$43,242$91,977$16,764$11,795$163,778

- 51 -

Funding activities - borrowings

The following table summarizes the average balances utilized from the Company's short-term and long-term borrowing facilities and note programs.

AVERAGE BORROWINGS

Three Months EndedSix Months Ended
(Dollars in millions)June 30, 2025March 31, 2025June 30, 2025June 30, 2024
Short-term borrowings:
Federal funds purchased and repurchase agreements$199$86$143$299
FHLB advances3,1282,7832,9575,296
Total short-term borrowings3,3272,8693,1005,595
Long-term borrowings:
Senior notes8,0668,1358,1006,753
FHLB advances46713351,664
Subordinated notes500500500976
Junior subordinated debentures402410406541
Asset-backed notes1,9541,5591,758687
Other10101010
Total long-term borrowings10,93611,28511,10910,631
Total borrowings$14,263$14,154$14,209$16,226

The Company uses borrowing capacity from banks, the FHLBs, the FRB of New York and others as sources of funding. Short-term borrowings represent arrangements that at the time they were entered into had a contractual maturity of one year or less. Average short-term borrowings in the second quarter of 2025 as compared with the first quarter of 2025 were modestly higher. The lower levels of average short-term borrowings for the six months ended June 30, 2025 as compared with the similar 2024 period reflect the Company's management of liquidity, including reductions in short-term wholesale funding sources.

The levels of long-term borrowings reflect the Company's strategies to diversify its wholesale funding sources to provide long-term funding stabilization and prepare for proposed regulations enumerating certain long-term debt requirements as described in Part I, Item 1, "Resolution Planning and Resolution-Related Requirements" of M&T's 2024 Annual Report. The following table provides a summary of the Company's issuances, maturities and redemptions of long-term borrowings for the three-month and six-month periods ended June 30, 2025.

LONG-TERM BORROWING ISSUANCES, MATURITIES AND REDEMPTIONS

(Dollars in millions)Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Issuances (a):
Senior notes of M&T$750$750
Senior notes of M&T Bank750750
Asset-backed notes5501,296
Maturities/Redemptions (b):
FHLB advances—2,000
Senior notes of M&T Bank—750
Junior subordinated debentures of M&T associated with Preferred Capital Securities—34

__________________________________________________________________________________

*(a)*At par value.

*(b)*Excludes paydowns of asset-backed notes.

Additional information regarding borrowings is provided in notes 5 and 12 of Notes to Financial Statements.

- 52 -

Net interest margin

Taxable-equivalent net interest income can be impacted by changes in the composition of the Company's earning assets and interest-bearing liabilities, as discussed herein, as well as changes in interest rates and spreads. Net interest spread, or the difference between the yield on earning assets and the rate paid on interest-bearing liabilities, was 2.80% in the recent quarter, down from 2.82% in the first quarter of 2025. The decrease in the net interest spread reflects an increase in the rates paid on the Company's interest-bearing liabilities and a decline in the yield on earning assets. The yield on earning assets declined 1 basis point in the second quarter of 2025 to 5.51%, reflecting lower taxable-equivalent interest income on investment securities resulting from an alignment of amortization periods for certain municipal bonds obtained from the acquisition of People's United. That decrease was partially offset by a rise in yields received on average loans. The rate paid on interest-bearing liabilities was 2.71%, up 1 basis point from the first quarter of 2025. Increases in the rates paid on the Company's average non-brokered interest-bearing deposits and average borrowings were partially offset by a reduction in the cost of brokered deposits. For the first six months of 2025 and 2024, net interest spread was 2.80% and 2.52%, respectively. Reductions to the rates paid on interest-bearing liabilities outpaced lower yields received on earning assets. Contributing to those decreases in the first half of 2025 as compared with the corresponding 2024 period was a reduction by the FOMC of its federal funds target interest rate by a total of 1.00% in the last four months of 2024.

Net interest-free funds consist largely of noninterest-bearing demand deposits and other liabilities and shareholders’ equity, partially offset by bank owned life insurance and non-earning assets, including goodwill and core deposit and other intangible assets. Net interest-free funds averaged $58.0 billion in the second quarter of 2025, down from $59.2 billion in the first quarter of 2025. Net interest-free funds averaged $58.6 billion and $61.6 billion for the six months ended June 30, 2025 and 2024, respectively. Noninterest-bearing deposits averaged $45.2 billion and $45.4 billion in the second and first quarters of 2025, respectively, and $45.3 billion and $48.2 billion in the first half of 2025 and 2024, respectively. The decline in average noninterest-bearing deposits in the first six months of 2025 as compared with the similar 2024 period reflects a shift in deposits to interest-bearing accounts in an elevated interest rate environment. The contribution of net interest-free funds to net interest margin was .82% in the second quarter of 2025, compared with .84% in the first quarter of 2025. For the first six months of 2025 and 2024, the contribution of net interest-free funds was .84% and 1.04%, respectively. The decreased contribution of net interest-free funds to net interest margin in the first six months of 2025 as compared with the first six months of 2024 reflects lower rates paid, in the most recent six months, on interest-bearing liabilities used to value net interest-free funds.

Reflecting the changes to the net interest spread and the contribution of net interest-free funds as described herein, the Company’s net interest margin was 3.62% in the second quarter of 2025, compared with 3.66% in the first quarter of 2025. During the first six months of 2025 and 2024, the net interest margin was 3.64% and 3.56%, respectively. Future changes in market interest rates or spreads, as well as changes in the composition of the Company’s portfolios of earning assets and interest-bearing liabilities that result in changes to spreads, could impact the Company’s net interest income and net interest margin. Future changes in the levels of net interest-free funds and the interest rates used to value such funds could also impact the Company's net interest margin.

Management assesses the potential impact of future changes in interest rates and spreads by projecting net interest income under several interest rate scenarios. In managing interest rate risk, the Company has utilized interest rate swap agreements to modify the repricing characteristics of certain portions of its earning assets and interest-bearing liabilities. Under the terms of those interest rate swap agreements, the Company generally received payments based on the outstanding notional amount at fixed rates and made payments at variable rates. Periodic settlement amounts arising from these agreements are reflected in either the yields on earning assets or the rates paid on interest-bearing liabilities. The Company enters into forward-starting interest rate swap agreements predominantly to hedge interest rate exposures expected in future periods. The following table summarizes information about interest rate swap agreements entered into for interest rate risk management purposes at June 30, 2025 and December 31, 2024.

- 53 -

INTEREST RATE SWAP AGREEMENTS - DESIGNATED AS HEDGES

Notional AmountWeighted-Average Maturity (In years)Weighted- Average Rate
(Dollars in millions)FixedVariable
June 30, 2025
Fair value hedges:
Fixed rate long-term borrowings — active$3,3504.73.33%4.57%
Fixed rate long-term borrowings — forward-starting2,7506.13.844.32
Total fair value hedges6,1005.3
Cash flow hedges:
Variable rate commercial real estate and commercial and industrial loans:
Active15,1501.03.664.32
Forward-starting11,5002.53.514.32
Total cash flow hedges26,6501.6
Total$32,7502.3
December 31, 2024
Fair value hedges:
Fixed rate long-term borrowings — active$2,0005.43.11%5.07%
Fixed rate long-term borrowings — forward-starting3,3506.23.814.49
Fixed rate available for sale securities — active150.14.844.36
Total fair value hedges5,3655.8
Cash flow hedges:
Variable rate commercial real estate and commercial and industrial loans:
Active20,8190.93.264.47
Forward-starting10,0003.03.724.49
Total cash flow hedges30,8191.6
Total$36,1842.2

Information regarding the fair value of interest rate swap agreements designated as fair value hedges and cash flow hedges is presented in note 11 of Notes to Financial Statements. The average notional amounts of interest rate swap agreements entered into for interest rate risk management purposes (excluding forward-starting interest rate swap agreements not in effect during the quarter), the related effect on net interest income and margin, and the weighted-average interest rates paid or received on those swap agreements are presented in the table that follows.

- 54 -

INTEREST RATE SWAP AGREEMENTS - EFFECT ON NET INTEREST INCOME

Three Months Ended
June 30, 2025March 31, 2025
(Dollars in millions)AmountRate (a)AmountRate (a)
Increase (decrease) in:
Interest income$(33)-.07%$(53)-.11%
Interest expense11.039.03
Net interest income/margin$(44)-.09%$(62)-.13%
Average notional amount (b)$20,347$23,816
Rate received (c)3.51%3.34%
Rate paid (c)4.374.39
Six Months Ended
June 30, 2025June 30, 2024
(Dollars in millions)AmountRate (a)AmountRate (a)
Increase (decrease) in:
Interest income$(86)-.09%$(186)-.19%
Interest expense20.0327.04
Net interest income/margin$(106)-.11%$(213)-.22%
Average notional amount (b)$22,072$19,896
Rate received (c)3.42%3.26%
Rate paid (c)4.385.38

__________________________________________________________________________________

*(a)*Computed as an annualized percentage of average earning assets or interest-bearing liabilities.

*(b)*Excludes forward-starting interest rate swap agreements not in effect during the period.

*(c)*Weighted-average rate paid or received on interest rate swap agreements in effect during the period.

- 55 -

Provision for Credit Losses

A provision for credit losses is recorded to adjust the level of the allowance to reflect expected credit losses that are based on economic forecasts as of each reporting date. A provision for credit losses of $125 million was recorded in the second quarter of 2025, compared with $130 million in the first quarter of 2025. In the recent quarter the provision for credit losses included $20 million of provision for unfunded credit commitments. For the six months ended June 30, 2025 and 2024, the Company recorded a provision for credit losses of $255 million and $350 million, respectively. The lower provision for credit losses in the first half of 2025 as compared with the similar 2024 period reflects improved performance of loans to commercial customers, partially offset by growth in M&T's consumer loan portfolio.

A summary of the Company's net loan charge-offs by loan type and as an annualized percent of such average loans is presented in the table that follows.

NET CHARGE-OFF (RECOVERY) INFORMATION

Three Months Ended
June 30, 2025March 31, 2025
(Dollars in millions)Net Charge-Offs (Recoveries)Annualized Percent of Average LoansNet Charge-Offs (Recoveries)Annualized Percent of Average Loans
Commercial and industrial$38.24%$29.20%
Real estate:
Commercial21.4119.38
Residential builder and developer————
Other commercial construction2.19—-.04
Residential—.02—-.01
Consumer:
Home equity lines and loans(1)-.11—.03
Recreational finance21.62311.00
Automobile3.267.54
Other244.34285.19
Total$108.32%$114.34%
Six Months Ended
June 30, 2025June 30, 2024
(Dollars in millions)Net Charge-Offs (Recoveries)Annualized Percent of Average LoansNet Charge-Offs (Recoveries)Annualized Percent of Average Loans
Commercial and industrial$67.22%$143.50%
Real estate:
Commercial40.4034.28
Residential builder and developer———.04
Other commercial construction2.0811.35
Residential———-.01
Consumer:
Home equity lines and loans(1)-.04—-.01
Recreational finance52.8037.70
Automobile10.397.35
Other524.76434.23
Total$222.33%$275.41%

- 56 -

Asset quality

A summary of nonperforming assets and certain past due loan data and credit quality ratios is presented in the accompanying table.

NONPERFORMING ASSET AND PAST DUE LOAN DATA

(Dollars in millions)June 30, 2025March 31, 2025December 31, 2024June 30, 2024
Nonaccrual loans$1,573$1,540$1,690$2,024
Real estate and other foreclosed assets30343533
Total nonperforming assets$1,603$1,574$1,725$2,057
Accruing loans past due 90 days or more (a)$496$384$338$233
Government-guaranteed loans included in totals above:
Nonaccrual loans$75$69$69$64
Accruing loans past due 90 days or more (a)450368318215
Loans 30-89 days past due1,3681,4471,6551,387
Nonaccrual loans as a percent of total loans1.16%1.14%1.25%1.50%
Nonperforming assets as a percent of total loans and real estate and other foreclosed assets1.181.171.271.52
Accruing loans past due 90 days or more as a percent of total loans.36.29.25.17
Loans 30-89 days past due as a percent of total loans1.001.081.221.03

__________________________________________________________________________________

*(a)*Predominantly government-guaranteed residential real estate loans.

Nonaccrual loans increased $33 million from March 31, 2025 to June 30, 2025 reflecting a $125 million increase in commercial and industrial nonaccrual loans, partially offset by reductions of $50 million and $23 million in consumer nonaccrual loans and commercial real estate nonaccrual loans, respectively. As compared with December 31, 2024, the $117 million decline in nonaccrual loans at June 30, 2025 reflects a $136 million reduction in commercial real estate nonaccrual loans and a $58 million reduction in consumer nonaccrual loans, partially offset by a $91 million increase in commercial and industrial nonaccrual loans. Approximately 55% of nonaccrual commercial and industrial and commercial real estate loans were considered current with respect to their payment status at June 30, 2025.

Government-guaranteed loans designated as accruing loans past due 90 days or more included one-to-four family residential mortgage loans serviced by the Company that were repurchased to reduce associated servicing costs, including a requirement to advance principal and interest payments that had not been received from individual mortgagors. Despite the loans being purchased by the Company, the insurance or guarantee by the applicable government-related entity remains in force. The outstanding principal balances of the repurchased loans that are guaranteed by government-related entities included in accruing loans past due 90 days or more totaled $377 million at June 30, 2025, $240 million at March 31, 2025, $224 million at December 31, 2024 and $170 million at June 30, 2024. Accruing loans past due 90 days or more not guaranteed by government-related entities were loans considered to be with creditworthy borrowers that were in the process of collection or renewal.

Approximately 70% of loans 30 to 89 days past due were less than 60 days delinquent at June 30, 2025, compared with 76% at March 31, 2025 and 73% at December 31, 2024. Additional information about past due and nonaccrual loans at June 30, 2025 and December 31, 2024 is included in note 4 of Notes to Financial Statements.

During the normal course of business, the Company modifies loans to maximize recovery efforts. The modifications that the Company grants are typically comprised of maturity extensions, payment deferrals and interest rate reductions, but may also include other modification types. The Company may offer such modified terms to borrowers experiencing financial difficulty. Such modified loans may be considered nonaccrual if the Company does not expect to collect all amounts owed under the terms of the loan agreement. Information about modifications of loans to borrowers experiencing financial difficulty is included in note 4 of Notes to Financial Statements.

The Company utilizes a loan grading system to differentiate risk amongst its commercial and industrial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible “pass” loan

- 57 -

grades while specific loans determined to have an elevated level of credit risk are designated as “criticized.” A criticized loan may be designated as “nonaccrual” if the Company no longer expects to collect all amounts owed under the terms of the loan agreement or the loan is delinquent 90 days or more.

Line of business personnel in different geographic locations with support from and review by the Company’s credit risk personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. The Company’s policy is that, at least annually, updated financial information is obtained from commercial borrowers associated with pass grade loans greater than $1 million and additional analysis performed. On a quarterly basis, the Company’s centralized credit risk department personnel review criticized commercial and industrial loans and commercial real estate loans greater than $5 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing. For criticized nonaccrual loans, additional meetings are held with loan officers and their managers, workout specialists and senior management to discuss each of the relationships. In analyzing criticized loans, borrower-specific information is reviewed, including operating results, future cash flows, recent developments and the borrower’s outlook, and other pertinent data. The timing and extent of potential losses, considering collateral valuation and other factors, and the Company’s potential courses of action are contemplated. Targeted loan reviews are periodically performed over segments of loan portfolios that may be experiencing heightened credit risk due to current or anticipated economic conditions. The intention of such reviews is to identify trends across such portfolios and inform portfolio risk limits and loss mitigation strategies. In 2025, the Company assessed loans to certain not-for-profit borrowers, government contractors and other commercial borrowers that may be impacted by changes to government funding and reductions in the federal workforce. The Company is monitoring commercial borrowers in certain industry sectors that may be impacted by international trade policy changes, such as tariffs, including retail and wholesale trade, manufacturing and construction companies. The Company has considered the information gathered in such reviews in its assignment of loan grades.

The Company continues to monitor its commercial real estate loan portfolio. Criticized investor-owned commercial real estate loans totaled $4.6 billion or 19% of such loans at June 30, 2025, improved from $5.4 billion or 21% at March 31, 2025 and $6.0 billion or 23% at December 31, 2024. Investor-owned commercial real estate loans comprised 54% of total criticized loans at June 30, 2025, compared with 57% at March 31, 2025 and 61% at December 31, 2024. The primary source of repayment of these loans is typically tenant lease payments to the investor/borrower. Elevated vacancies impacting some property types and higher interest rates have contributed to lower current and anticipated future debt service coverage ratios, which have and may continue to influence the ability of borrowers to make existing loan payments. Lower debt service coverage ratios and reduced commercial real estate values also impact the ability of borrowers, in particular those borrowers with loans secured by office properties, to refinance their obligations at loan maturity. Despite these challenges, the ability of borrowers to service loans secured by certain investor-owned real estate, including health services, office and multifamily properties, has improved in recent quarters. The LTV ratio is one of many factors considered in assessing overall portfolio risks and loss mitigation strategies for the investor-owned commercial real estate portfolio. The weighted-average LTV ratio for investor-owned commercial real estate loans was approximately 56% at each of June 30, 2025, December 31, 2024 and June 30, 2024, compared with 57% at March 31, 2025. Criticized loans secured by investor-owned commercial real estate had a weighted-average LTV ratio of approximately 64%, 66%, 63% and 62% at June 30, 2025, March 31, 2025, December 31, 2024 and June 30, 2024, respectively. In determining the LTV ratio, the Company considers cross-collateralization of all exposures secured by the supporting collateral and the estimated value of such collateral. Subsequent to the origination of commercial real estate loans, updated appraisals are obtained in the normal course of business for renewals, extensions and modifications to commitment levels. As the quality of a loan deteriorates to the point of designating the loan as "criticized nonaccrual," the process of obtaining updated collateral valuation information is usually initiated, unless it is not considered warranted given factors such as the relative size of the loan or the age of the last valuation. In those cases where current appraisals may not yet be available, prior appraisals are utilized with adjustments, as deemed necessary, for estimates of subsequent declines in values as determined by line of business and/or loan workout personnel. Those adjustments are reviewed and assessed for reasonableness by the Company’s credit risk personnel. Accordingly, for real estate collateral securing larger nonaccrual commercial and industrial loans and commercial real estate loans, estimated collateral values are generally based on current appraisals and estimates of value.

- 58 -

The Company monitors its concentration of commercial real estate lending as a percent of its Tier 1 capital plus its allowable allowance for credit losses, consistent with a metric utilized to differentiate such concentrations amongst regulated financial institutions. This metric, as prescribed in supervisory guidance, excludes loans secured by commercial real estate considered to be owner-occupied, but includes certain other loans, such as loans to real estate investment trusts, that are classified as commercial and industrial loans. The Company's commercial real estate loan concentration approximated 129% of Tier 1 capital plus its allowable allowance for credit losses at June 30, 2025, compared with 133% at March 31, 2025, 136% at December 31, 2024 and 151% at June 30, 2024. The Company intentionally reduced its relative concentration of investor-owned commercial real estate loans throughout 2024.

The accompanying tables summarize the outstanding balances, and associated criticized balances, of commercial and industrial loans by industry and commercial real estate loans by property type, respectively, at June 30, 2025 and December 31, 2024.

CRITICIZED COMMERCIAL AND INDUSTRIAL LOANS

June 30, 2025December 31, 2024
(Dollars in millions)OutstandingCriticized AccrualCriticized NonaccrualTotal CriticizedOutstandingCriticized AccrualCriticized NonaccrualTotal Criticized
Commercial and industrial excluding owner-occupied real estate by industry:
Financial and insurance$12,138$200$26$226$11,479$71$35$106
Services7,646295993947,409247112359
Motor vehicle and recreational finance dealers6,502402995017,22952738565
Manufacturing6,189376884646,077394116510
Wholesale4,246305783834,05733428362
Transportation, communications, utilities3,807186652513,56728662348
Retail3,079123161393,097661783
Construction2,275188642522,14315544199
Health services1,8795932911,89220736243
Real estate investors1,31413061361,7511488156
Other1,377105331381,77310939148
Total commercial and industrial excluding owner-occupied real estate$50,452$2,369$606$2,975$50,474$2,544$535$3,079
Owner-occupied real estate by industry:
Services$2,402$120$36$156$2,345$153$26$179
Motor vehicle and recreational finance dealers2,239105181232,23631839
Retail1,8085818761,677691685
Health services1,313118651831,33015666222
Wholesale951103310685762365
Manufacturing785841599809732497
Real estate investors6302693570243649
Other1,0803617531,051541266
Total owner-occupied real estate11,20865018183111,007641161802
Total$61,660$3,019$787$3,806$61,481$3,185$696$3,881

- 59 -

CRITICIZED COMMERCIAL REAL ESTATE LOANS

June 30, 2025December 31, 2024
(Dollars in millions)OutstandingCriticized AccrualCriticized NonaccrualTotal CriticizedOutstandingCriticized AccrualCriticized NonaccrualTotal Criticized
Permanent finance by property type:
Apartments/Multifamily$6,082$600$73$673$5,628$935$114$1,049
Retail/Service4,435745818264,74767380753
Office3,7208071029094,1701,1251171,242
Industrial/Warehouse2,098138111491,92614313156
Hotel1,889313874001,984317118435
Health services1,669302213232,03856025585
Other2623013128730131
Total permanent20,1552,9353763,31120,7803,7834684,251
Construction/Development4,4121,219241,2435,9841,715681,783
Total$24,567$4,154$400$4,554$26,764$5,498$536$6,034

Loans to the health services and the transportation, communications and utilities industries contributed to the $75 million decrease in commercial and industrial criticized loans from December 31, 2024 to June 30, 2025, partially offset by higher criticized loans to the financial and insurance industry. The $1.5 billion decline in commercial real estate criticized loans from December 31, 2024 to June 30, 2025 spanned most property types and also reflected lower criticized construction and development loans. At June 30, 2025, approximately 96% of criticized accrual loans and 55% of criticized nonaccrual loans were considered current with respect to their payment status.

For loans secured by residential real estate, the Company’s loss identification and estimation techniques make reference to loan performance and house price data in specific areas of the country where collateral securing those loans is located. For residential real estate-related loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged-off to estimated net collateral value shortly after the Company is notified of such filings. Limited documentation first lien mortgage loans represent loans secured by residential real estate that at origination typically included some form of limited borrower documentation requirements as compared with more traditional loans. The Company no longer originates limited documentation loans. With respect to junior lien loans, 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. In monitoring the credit quality of its home equity portfolio for purposes of determining the allowance for loan losses, the Company reviews delinquency and nonaccrual information and considers recent charge-off experience. When evaluating individual home equity loans and lines of credit for charge-off and for purposes of determining the allowance for loan losses, the Company considers the required repayment of any first lien positions related to collateral property. Information about the location of nonaccrual loans secured by residential real estate at June 30, 2025 is presented in the following table.

- 60 -

NONACCRUAL LOANS SECURED BY RESIDENTIAL REAL ESTATE

June 30, 2025
Nonaccrual
(Dollars in millions)Outstanding BalancesBalancesPercent of Outstanding Balances
Residential mortgage loans (a):
New York$6,831$1021.50%
Mid-Atlantic (b)7,541871.15
New England (c)6,39847.73
Other3,34729.84
Total$24,117$2651.09%
First lien home equity loans and lines of credit:
New York$755$141.79%
Mid-Atlantic (b)876171.96
New England (c)4224.95
Other18316.02
Total$2,071$381.82%
Junior lien home equity loans and lines of credit:
New York$864$161.87%
Mid-Atlantic (b)1,037161.55
New England (c)6345.74
Other28—.53
Total$2,563$371.45%

__________________________________________________________________________________

*(a)*Includes $731 million of limited documentation first lien mortgage loans with nonaccrual loan balances totaling $51 million.

*(b)*Includes Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia and the District of Columbia.

*(c)*Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

Factors that influence the Company’s credit loss experience include overall economic conditions affecting businesses and consumers, generally, but also residential and commercial real estate valuations, in particular, given the size of the Company’s real estate loan portfolios. Commercial real estate valuations can be highly subjective, as they are based upon many assumptions. Such valuations can be significantly affected over relatively short periods of time by changes in business climate, economic conditions, interest rates and, in many cases, the results of operations of businesses and other occupants of the real property. Similarly, residential real estate valuations can be impacted by housing trends, the availability of financing at reasonable interest rates and general economic conditions affecting consumers.

Consumer loans not secured by residential real estate are generally charged-off when the loans are 91 to 180 days past due, depending on whether the loan is collateralized and the status of repossession activities with respect to such collateral. A comparative summary of consumer loans in nonaccrual status by product is presented in the following table.

NONACCRUAL CONSUMER LOANS

June 30, 2025December 31, 2024
(Dollars in millions)Nonaccrual LoansPercent of Outstanding BalancesNonaccrual LoansPercent of Outstanding Balances
Home equity lines and loans$751.61%$811.77%
Recreational finance25.1831.25
Automobile9.1812.25
Other12.55552.49
Total$121.47%$179.74%

- 61 -

Allowance for loan losses

Management determines the allowance for loan losses under accounting guidance that requires estimating the amount of current expected credit losses over the remaining contractual term of the loan portfolio. A description of the methodologies used by the Company to estimate its allowance for loan losses can be found in note 4 of Notes to Financial Statements.

In establishing the allowance for loan losses, the Company estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes and also estimates losses for other loans with similar risk characteristics on a collective basis. For purposes of determining the level of the allowance for loan losses, the Company evaluates its portfolio by loan type. At the time of the Company’s analysis regarding the determination of the allowance for loan losses as of June 30, 2025 concerns existed about the impact of potential inflationary pressures and increases in unemployment on the discretionary income and purchasing power of consumers, which could impact their ability to service existing debt obligations; slower economic growth in future quarters; the volatile nature of global markets and international economic conditions that could impact the U.S. economy, including the effect of international trade policies on domestic businesses and consumers; uncertainty related to Federal Reserve positioning of monetary policy; downward pressures on commercial real estate values, especially in the office sector; the persistence of elevated interest rates impacting the ability of commercial borrowers to refinance maturing debt obligations; and the extent to which borrowers may be negatively affected by general economic conditions.

The Company generally estimates current expected credit losses on loans with similar risk characteristics on a collective basis. To estimate expected losses, the Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and determine estimated credit losses through a reasonable and supportable forecast period. The Company’s approach for estimating current expected credit losses for loans at each reporting date included utilizing macroeconomic assumptions to project losses over a two-year reasonable and supportable forecast period. Subsequent to the forecast period, the Company reverted to longer-term historical loss experience, over a period of one year, to estimate expected credit losses over the remaining contractual life. In determining the allowance for loan losses, the Company may adjust forecasted loss estimates for inherent limitations or biases in the models as well as for other factors that may not be adequately considered in its quantitative methodologies including the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that influence the loss estimation process. At each of June 30, 2025, March 31, 2025 and December 31, 2024, the Company qualitatively adjusted credit loss estimates for inherent limitations in the ability to assess real-time changes in commercial borrower performance and for environmental influences affecting certain loan portfolios. Qualitative adjustments at June 30, 2025, primarily related to portfolio exposures to certain commercial and industrial borrowers, commercial real estate loans and recreational finance consumer loans, were not significantly changed from March 31, 2025 and December 31, 2024.

Forward-looking estimates of certain macroeconomic variables are determined by the M&T Scenario Review Committee, which is comprised of senior management business leaders and economists. The weighted-average of macroeconomic assumptions utilized as of June 30, 2025, March 31, 2025 and December 31, 2024 are presented in the following table and were based on information available at or near the time the Company was preparing its estimate of expected credit losses as of those dates.

ALLOWANCE FOR LOAN LOSSES MACROECONOMIC ASSUMPTIONS

June 30, 2025March 31, 2025December 31, 2024
Year 1Year 2CumulativeYear 1Year 2CumulativeYear 1Year 2Cumulative
National unemployment rate4.8%5.3%4.7%5.2%4.5%4.7%
Real GDP growth rate.81.82.6%.72.22.9%1.31.73.0%
Commercial real estate price index growth/decline rate-2.5-.4-2.7-3.02.9.1-2.91.4-1.4
Home price index growth/ decline rate-.22.11.9-.72.21.4-.12.42.3

- 62 -

With respect to economic forecasts, the Company assessed the likelihood of alternative economic scenarios during the two-year reasonable and supportable forecast period. Generally, an increase in unemployment rate or a decrease in any of the rate of change in GDP, commercial real estate prices or home prices could have an adverse impact on expected credit losses and may result in an increase to the allowance for loan losses. Forward-looking economic forecasts are subject to inherent imprecision and future outcomes may differ materially from forecasted events. In consideration of such uncertainty, the following alternative economic scenarios were considered to estimate the possible impact on modeled credit losses.

ALLOWANCE FOR LOAN LOSSES SENSITIVITIES

June 30, 2025Year 1Year 2Cumulative
Potential downside economic scenario:
National unemployment rate7.0%8.1%
Real GDP growth/decline rate-2.51.4-1.1%
Commercial real estate price index decline rate-14.5-7.6-21.0
Home price index growth/decline rate-9.12.2-7.1
Potential upside economic scenario:
National unemployment rate3.73.9
Real GDP growth rate3.12.15.2
Commercial real estate price index growth rate2.52.95.4
Home price index growth rate4.33.98.4
(Dollars in millions)Impact to Modeled Credit Losses Increase (Decrease)
Potential downside economic scenario$235
Potential upside economic scenario(109)

These examples are only a few of the numerous possible economic scenarios that could be utilized in assessing the sensitivity of expected credit losses. The estimated impacts on credit losses in such scenarios pertain only to modeled credit losses and do not include consideration of other factors the Company may evaluate when determining its allowance for loan losses. As a result, it is possible that the Company may, at another point in time, reach different conclusions regarding credit loss estimates. The Company’s process for determining the allowance for loan losses undergoes quarterly and periodic evaluations by independent risk management personnel, which among many other considerations, evaluate the reasonableness of management’s methodology and significant assumptions. Further information about the Company’s methodology to estimate expected credit losses is included in note 4 of Notes to Financial Statements.

Management has assessed that the allowance for loan losses at June 30, 2025 appropriately reflected expected credit losses in the portfolio as of that date. The allowance for loan losses totaled $2.2 billion at each of June 30, 2025, March 31, 2025 and December 31, 2024. As a percent of loans outstanding, the allowance for loan losses was 1.61% at each of June 30, 2025 and December 31, 2024, compared with 1.63% at March 31, 2025. The decrease in the allowance for loan losses as a percent of loans outstanding from March 31, 2025 reflects lower levels of criticized commercial real estate loans. Included in the allocation of the allowance for loan losses were reserves for loans secured by office properties of 4.54% at June 30, 2025, 4.37% at March 31, 2025 and 4.70% at December 31, 2024. The level of the allowance reflects management’s evaluation of the loan portfolio using the methodology and considering the factors as described herein. Should the various economic forecasts and credit factors considered by management in establishing the allowance for loan losses change and should management’s assessment of losses in the loan portfolio also change, the level of the allowance as a percent of loans could increase or decrease in future periods. The reported level of the allowance for loan losses reflects management’s evaluation of the loan portfolio as of each respective date. Considering the methodologies and other factors described herein, management also estimated a reserve for unfunded credit commitments of $80 million at June 30, 2025, compared with $60 million at each of March 31, 2025 and December 31, 2024. That reserve is included in Accrued interest and other liabilities in the Consolidated Balance Sheet.

- 63 -

The ratio of the allowance for loan losses to total nonaccrual loans at June 30, 2025, March 31, 2025 and December 31, 2024 was 140%, 143% and 129%, respectively. Given the Company’s general position as a secured lender and its practice of charging off loan balances when collection is deemed doubtful, that ratio and changes in the ratio are generally not an indicative measure of the adequacy of the Company’s allowance for loan losses, nor does management rely upon that ratio in assessing the adequacy of the Company’s allowance for loan losses.

Other Income

The components of other income are presented in the accompanying table.

OTHER INCOME

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Mortgage banking revenues$130$118$1211%$248$210$3818%
Service charges on deposit accounts13713344270251198
Trust income18217753359330299
Brokerage services income3132(1)-1635946
Trading account and other non-hedging derivative gains1293152116530
Gain (loss) on bank investment securities—————(6)6—
Other revenues from operations1911424933333304299
Total other income$683$611$7212%$1,294$1,164$13011%

Mortgage banking revenues

Mortgage banking revenues are comprised of both residential and commercial mortgage banking activities, which consist of realized gains and losses from sales of real estate loans and loan servicing rights, unrealized gains and losses on real estate loans held for sale and related commitments, real estate loan servicing fees, and other real estate loan related fees and income. The Company's involvement in commercial mortgage banking activities includes the origination, sales and servicing of loans under the multifamily loan programs of Fannie Mae, Freddie Mac, and the U.S. Department of Housing and Urban Development.

RESIDENTIAL MORTGAGE BANKING ACTIVITIES

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Residential mortgage banking revenues
Gains on loans originated for sale$8$6$238%$14$14$—3%
Loan servicing fees3436(2)-57077(7)-9
Loan sub-servicing and other fees5540153695633250
Total loan servicing revenues897613161651402518
Total residential mortgage banking revenues$97$82$1518%$179$154$2516%
New commitments to originate loans for sale$322$290$3211%$612$687$(75)-11%
(Dollars in millions)June 30, 2025March 31, 2025December 31, 2024June 30, 2024
Balances at period end
Loans held for sale$222$179$211$209
Commitments to originate loans for sale248224190281
Commitments to sell loans407339353419
Capitalized mortgage servicing rights326347368409
Loans serviced for others36,95237,57238,10539,034
Loans sub-serviced for others (a)157,608160,966111,544112,486
Total loans serviced for others$194,560$198,538$149,649$151,520

__________________________________________________________________________________

*(a)*The contractual servicing rights associated with residential mortgage loans sub-serviced by the Company were predominantly held by affiliates of BLG. Information about the Company’s relationship with BLG and its affiliates is included in note 16 of Notes to Financial Statements.

- 64 -

The higher balances of residential mortgage loans sub-serviced for others at June 30, 2025 and March 31, 2025 as compared with December 31, 2024 and June 30, 2024, and the corresponding increase in related revenues in the three-month and six-month periods ended June 30, 2025 as compared with the three-month period ending March 31, 2025 and the six-month period ending June 30, 2024, reflect an arrangement effective February 2025 whereby the Company began sub-servicing $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial.

COMMERCIAL MORTGAGE BANKING ACTIVITIES

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Commercial mortgage banking revenues
Gains on loans originated for sale$14$16$(2)-5%$30$20$1048%
Loan servicing fees and other1920(1)-7393639
Total commercial mortgage banking revenues$33$36$(3)-6%$69$56$1323%
Loans originated for sale to other investors$1,368$719$64990%$2,087$1,670$41725%
(Dollars in millions)June 30, 2025March 31, 2025December 31, 2024June 30, 2024
Balances at period end
Loans held for sale$361$192$310$168
Commitments to originate loans for sale659784479682
Commitments to sell loans1,017974789850
Capitalized mortgage servicing rights124125126120
Loans serviced for others (a)28,41627,96327,47425,541
Loans sub-serviced for others4,2094,2054,0633,927
Total loans serviced for others$32,625$32,168$31,537$29,468

__________________________________________________________________________________

*(a)*Includes $4.3 billion at each of June 30, 2025 and March 31, 2025 and $4.2 billion and $4.0 billion at December 31, 2024 and June 30, 2024, respectively, of loan balances for which investors had recourse to the Company if such balances are ultimately uncollectible.

The increase in gains on commercial mortgage loans originated for sale in the first two quarters of 2025 as compared with the similar 2024 period reflects an increase in volume of new commitments to originate commercial real estate loans for sale.

Service charges on deposit accounts

Service charges on deposit accounts for the first six months of 2025 increased $19 million as compared with the first six months of 2024 reflecting higher commercial service charges that resulted from pricing changes and increased customer usage of sweep products.

Trust income

Trust income primarily includes revenues from two significant businesses managed within the Company's Institutional Services and Wealth Management segment. The Institutional Services business provides a variety of trustee, agency, investment management and administrative services for corporations and institutions, investment bankers, corporate tax, finance and legal executives, and other institutional clients who: (i) use capital markets financing structures; (ii) use independent trustees to hold assets; and (iii) need investment and cash management services. The Wealth Management business offers personal trust, planning and advisory, fiduciary, asset management, family office and other services designed to help high net worth individuals and families grow, preserve and transfer wealth.

- 65 -

TRUST INCOME AND ASSETS UNDER MANAGEMENT

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Trust income
Institutional Services$96$94$22%$190$168$2213%
Wealth Management85823316716074
Commercial11—822——
Total trust income$182$177$53%$359$330$299%
(Dollars in millions)June 30, 2025March 31, 2025December 31, 2024June 30, 2024
Assets under management at period end
Trust assets under management (excluding proprietary funds)$66,199$64,554$65,798$65,274
Proprietary mutual funds14,54315,93814,46114,139
Total assets under management$80,742$80,492$80,259$79,413

As compared with the first quarter of 2025, trust income increased $5 million reflecting seasonal tax service fees recognized by the Wealth Management business in the recent quarter.

For the six months ended June 30, 2025 trust income totaled $359 million as compared with $330 million in the similar 2024 period.

  • Institutional Services trust income rose $22 million reflecting higher sales and fund management fees from its global capital markets business.

  • Wealth Management trust income increased $7 million reflecting comparatively favorable market performance associated with managed assets.

Other revenues from operations

The components of other revenues from operations are presented in the accompanying table.

OTHER REVENUES FROM OPERATIONS

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Letter of credit and other credit-related fees$58$49$920%$107$93$1414%
Merchant discount and credit card fees50391126898634
Bank owned life insurance revenue (a)1718(1)-5353326
Equipment operating lease income14113302520524
BLG income (b)—————25(25)-100
Other52252710477473065
Total other revenues from operations$191$142$4933%$333$304$299%

__________________________________________________________________________________

*(a)*Tax-exempt income earned from bank owned life insurance includes increases in the cash surrender value of life insurance policies and benefits received. The Company owns both general account and separate account life insurance policies. To the extent market conditions change such that the market value of assets in a separate account bank owned life insurance policy becomes less than the previously recorded cash surrender value, an adjustment is recorded as a reduction to other revenues from operations.

*(b)*During 2017, the operating losses of BLG resulted in M&T reducing the carrying value of its investment in BLG to zero. Subsequently, M&T has received cash distributions when declared by BLG that result in the recognition of income by M&T. M&T expects cash distributions from BLG in the future, but the timing and amount of those distributions are not within M&T's control. BLG is entitled to receive distributions from its affiliates that provide asset management and other services that are available for distribution to BLG’s owners, including M&T. Information about the Company’s relationship with BLG and its affiliates is included in note 16 of Notes to Financial Statements.

Other revenues from operations increased $49 million in the second quarter of 2025 as compared with the first quarter of 2025 reflecting gains on the sales of an out-of-footprint residential builder and developer loan portfolio of $15 million and a subsidiary that specialized in institutional services of $10 million, a rise in merchant discount and credit card fees and higher loan syndication fees.

- 66 -

Higher other revenues from operations in the first half of 2025 as compared with the first six months of 2024 reflected the gains on the sales of an out-of-footprint residential builder and developer loan portfolio and a subsidiary that specialized in institutional services and higher loan syndication fees, partially offset by a distribution from M&T's investment in BLG in the first half of 2024.

Other Expense

The components of other expense are presented in the accompanying table.

OTHER EXPENSE

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Salaries and employee benefits$813$887$(74)-8%$1,700$1,597$1036%
Equipment and net occupancy130132(2)-226225483
Outside data processing and software138136212742443012
Professional and other services868424170176(6)-3
FDIC assessments2223(1)-74597(52)-53
Advertising and marketing25223144747—-1
Amortization of core deposit and other intangible assets913(4)-272228(6)-18
Other costs of operations113118(5)-5231250(19)-8
Total other expense$1,336$1,415$(79)-6%$2,751$2,693$582%

Salaries and employee benefits

FULL-TIME EQUIVALENT EMPLOYEES

Three Months Ended
June 30, 2025March 31, 2025December 31, 2024June 30, 2024
Average full-time equivalent employees22,39522,23522,06721,952
Full-time equivalent employees at period end22,59022,29122,10122,110

Salaries and employee benefits expense decreased $74 million in the recent quarter as compared with the first quarter of 2025 reflecting seasonally higher stock-based compensation, payroll-related taxes and other employee benefits expense in the first quarter of 2025, partially offset by the full-quarter impact of annual merit increases awarded in the first quarter of 2025, an additional working day in the recent quarter and higher staffing levels.

Salaries and employee benefits expense increased $103 million in the six months ended June 30, 2025 as compared with the year-earlier period reflecting higher salaries expense from annual merit and other increases, higher staffing levels and a rise in incentive compensation, including stock-based compensation expense. Also contributing to the increase was higher employee benefits expense, reflecting higher staffing levels and a rise in medical benefits expense.

Nonpersonnel expenses

Nonpersonnel expenses aggregated $523 million in the recent quarter, down from $528 million in the first quarter of 2025.

Nonpersonnel expenses decreased $45 million to $1.05 billion in the six months ended June 30, 2025 as compared with $1.10 billion in the first half of 2024 reflecting lower FDIC assessments of $52 million, resulting from $34 million of FDIC special assessment expense recognized in the first half of 2024 and improved loan credit quality, and lower other costs of operations of $19 million, reflecting the favorable impact of market performance on the Company's supplemental executive retirement savings plan expense. Those favorable factors were partially offset by a $30 million increase in outside data processing and software costs reflecting costs associated with enhancements to the Company's technology infrastructure, cybersecurity and financial recordkeeping and reporting systems.

- 67 -

Income Taxes

The provision for income taxes was $219 million in the second quarter of 2025, compared with $177 million in the first quarter of 2025. For the six-month periods ended June 30, 2025 and 2024, the provision for income taxes was $396 million and $333 million, respectively. The Company's effective tax rates were 23.4% and 23.2% for the quarters ended June 30, 2025 and March 31, 2025, respectively, and 23.3% and 21.9% for the six-month periods ended June 30, 2025 and 2024, respectively. The income tax expense in the six months ended June 30, 2024 reflects a $17 million net discrete tax benefit related to the resolution of an income tax matter inherited from the acquisition of People's United. The Company's effective tax rate is affected by the level of income earned that is exempt from tax relative to the overall level of pre-tax income, the amount of income allocated to the various state and local jurisdictions where the Company operates, because tax rates differ among such jurisdictions, and the impact of any large discrete or infrequently occurring items. The Company’s effective tax rate in future periods may also be affected by any change in income tax laws or regulations and interpretations of income tax regulations that differ from the Company’s interpretations by any of the various tax authorities that may examine tax returns filed by M&T or any of its subsidiaries. New federal tax legislation was signed into law on July 4, 2025, which includes a broad range of tax reform provisions. The Company does not expect the new legislation will have a material impact on its effective tax rate.

Liquidity Risk

As a financial intermediary, the Company is exposed to various risks, including liquidity and market risk. Liquidity refers to the Company’s ability to ensure that sufficient cash flow and liquid assets are available to satisfy current and future obligations, including demands for loans and deposit withdrawals, funding operating costs and other corporate purposes. Liquidity risk arises whenever the cash flows associated with financial instruments included in assets and liabilities differ.

The most significant source of funding for the Company is core deposits, which are generated from a large base of consumer, corporate and institutional customers. That customer base has become more geographically diverse as a result of expansion of the Company’s businesses over time. Nevertheless, the Company faces competition in offering products and services from a large array of financial market participants, including banks, thrifts, mutual funds, securities dealers and others. Core deposits totaled $150.9 billion at June 30, 2025 and $147.5 billion at December 31, 2024. The higher level of core deposits at June 30, 2025 reflects higher savings and interest-checking deposits and noninterest-bearing deposits, including transitory institutional services deposits at the end of the recent quarter.

The Company supplements funding provided through core deposits with various short-term and long-term wholesale borrowings, including overnight federal funds purchases, repurchase agreements, advances from the FHLBs, brokered deposits and longer-term borrowings. M&T Bank has access to additional funding sources through secured borrowings from the FHLB of New York and the FRB of New York. M&T Bank is also a counterparty to the FRB of New York standing repurchase agreement facility, which allows it to enter into overnight repurchase transactions using eligible investment securities. At June 30, 2025 and December 31, 2024, long-term borrowings aggregated $12.4 billion and $12.6 billion, respectively, and short-term borrowings aggregated $2.1 billion and $1.1 billion, respectively. Information about the Company's borrowings is included in note 5 of Notes to Financial Statements.

The Company's wholesale funding sources include the placement of brokered deposits. The Company had brokered savings and interest-checking deposit accounts of $10.2 billion at June 30, 2025, compared with $9.8 billion at December 31, 2024. Brokered time deposits declined $513 million to $485 million at June 30, 2025 from $1.0 billion at December 31, 2024, as those products matured. The composition and levels of brokered deposits is influenced through the Company's wholesale funding strategy. Approximately 61% of brokered time deposits at June 30, 2025 have a contractual maturity date in the next 12 months.

Total uninsured deposits were estimated to be $75.8 billion at June 30, 2025 and $73.0 billion at December 31, 2024. Approximately $9.6 billion and $9.1 billion of those uninsured deposits were collateralized by the Company at June 30, 2025 and December 31, 2024, respectively. The Company maintains available liquidity sources, which at June 30, 2025 represented approximately 133% of uninsured deposits that are not collateralized by the Company.

- 68 -

In addition to deposits and borrowings, other sources of liquidity include maturities and repayments of investment securities, loans and other earning assets, as well as cash generated from operations, such as fees collected for services. The Company also has the ability to securitize or sell certain financial assets, including various loan types, to provide other liquidity alternatives. U.S. Treasury and government-issued or guaranteed mortgage-backed securities comprised 93% of the Company's debt securities portfolio at June 30, 2025. The weighted-average durations of debt investment securities available for sale and held to maturity at June 30, 2025 were 2.6 years and 5.3 years, respectively.

The Company’s ability to obtain funding from these sources could be negatively impacted should the Company experience a substantial deterioration in its financial condition or its debt ratings or should the availability of funding become restricted due to a disruption in the financial markets. The Company attempts to quantify such risks by conducting scenario analyses that estimate the liquidity impact resulting from a debt ratings downgrade and other market events. Such impact is estimated by attempting to measure the effect on available unsecured lines of credit, available capacity from secured borrowing sources and securitizable assets.

The Company enters into contractual obligations in the normal course of business that require future cash payments. Such obligations include, among others, payments related to deposits, borrowings, leases and other contractual commitments. Off-balance sheet commitments to customers may impact liquidity, including commitments to extend credit, standby letters of credit, commercial letters of credit, financial guarantees and indemnification contracts, and commitments to sell real estate loans. Because many of these commitments or contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. Further discussion of these commitments is provided in note 14 of Notes to Financial Statements.

M&T’s primary source of funds to pay for operating expenses, shareholder dividends and treasury stock repurchases has historically been the receipt of dividends from its bank subsidiaries, which are subject to various regulatory limitations. Dividends from any bank subsidiary to M&T are limited by the amount of earnings of the subsidiary in the current year and the two preceding years. For purposes of that test, at June 30, 2025 approximately $2.7 billion was available for payment of dividends to M&T from bank subsidiaries. M&T may also obtain funding through long-term borrowings and the repayment of advances to subsidiaries. Further information about the long-term outstanding borrowings of M&T is provided in note 5 of Notes to Financial Statements. As a bank holding company, M&T is obligated to serve as a managerial and financial source of strength to its bank subsidiaries as described in Part I, Item 1, "Business" of M&T's 2024 Annual Report and may provide advances to those subsidiaries. As its ability to access the capital markets may be affected by market disruptions, M&T maintains sufficient resources at its parent company to satisfy projected cash outflows for an extended period without reliance on dividends from subsidiaries or external financing. As of June 30, 2025, M&T's parent company liquidity, inclusive of the projected repayment of notes receivable from bank subsidiaries, covered projected cash outflows for 38 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.

The Company's Executive ALCO Committee closely monitors the Company’s liquidity position on an ongoing basis for compliance with internal policies and regulatory expectations. As a Category IV institution, the Company adheres to enhanced liquidity standards which require the performance of internal liquidity stress testing. The stress testing is designed to ensure the Company has sufficient liquidity to withstand both institution-specific and market-wide stress scenarios. For each scenario, the Company applies liquidity stress which may include deposit run-off, increased draws on unfunded loan commitments, increased collateral need for margin calls, increased haircuts on investment security-based funding and reductions in unsecured and secured borrowing capacity. Stress scenarios are measured over various time frames ranging from overnight to twelve months. As required by regulation, the Company maintains a liquidity buffer comprised of cash and highly liquid unencumbered securities to cover a 30-day stress horizon. Liquidity stress events occurring over longer time horizons can be mitigated by the availability of secured funding sources at the FHLB of New York and FRB of New York. As described in Part I, Item 1, "Liquidity" of M&T's 2024 Annual Report, the Federal Reserve and other federal banking regulators established the LCR as a uniform measure to ensure banking organizations hold sufficient amounts of cash and unencumbered high-quality liquid assets to cover net cash outflows over a 30-day liquidity stress period. As a Category IV institution with less than a $50 billion balance of weighted short-term wholesale funding, M&T is not subject to the LCR.

- 69 -

M&T, however, estimates that its LCR on June 30, 2025, exceeded the regulatory minimum standards that would be applicable if it were a Category III institution subject to the Category III reduced LCR requirements.

The table that follows is a summary of the Company's available sources of liquidity as of June 30, 2025 and December 31, 2024.

AVAILABLE LIQUIDITY SOURCES

(Dollars in millions)June 30, 2025December 31, 2024
Deposits at the FRB of New York$19,234$18,805
Unused secured borrowing facilities:
FRB of New York24,70024,546
FHLB of New York18,06317,655
Unencumbered investment securities (after estimated haircuts)25,84524,019
Total$87,842$85,025

Management continuously evaluates the use and mix of its various available funding alternatives, including short-term borrowings, issuances of long-term debt, the placement of brokered deposits and the securitization of certain loan products. Management does not anticipate engaging in any activities, either currently or in the long term, for which adequate funding would not be available and would therefore result in a significant strain on liquidity at either M&T or its subsidiary banks. In accordance with liquidity regulations, the Company maintains a contingency funding plan to facilitate on-going liquidity management in times of liquidity stress. The plan outlines various funding options available during a liquidity stress event and establishes a clear escalation protocol to be followed within the Company's Enterprise Risk Framework. The plan sets forth funding strategies and procedures that management can quickly leverage to assist in decision-making and specifies roles and responsibilities for departments impacted by a potential liquidity stress event.

Market Risk and Interest Rate Sensitivity

Market risk is the risk of loss from adverse changes in the market prices and/or interest rates of the Company’s financial instruments. A primary market risk the Company is exposed to is interest rate risk. Interest rate risk arises from the Company’s core banking activities of lending and deposit-taking, because assets and liabilities reprice at different times and by different amounts as interest rates change. As a result, net interest income earned by the Company is subject to the effects of changing interest rates. The Company measures interest rate risk by calculating the variability of net interest income in future periods under various interest rate scenarios using projected balances for earning assets, interest-bearing liabilities and derivatives used to hedge interest rate risk. Management’s philosophy toward interest rate risk management is to limit the variability of net interest income.

The Company’s Executive ALCO Committee monitors the sensitivity of the Company’s net interest income to changes in interest rates with the aid of a computer model that forecasts net interest income under different interest rate scenarios. In modeling changing interest rates, the Company considers different yield curve shapes that contemplate both parallel (that is, when interest rates at each point of the yield curve change by the same magnitude) and non-parallel (that is, allowing interest rates at points on the yield curve to change by different amounts) shifts in the yield curve. The Company also contemplates instantaneous and gradual shifts in the yield curve over the scenario time horizon. In utilizing the model, market-implied forward interest rates over the subsequent twelve months are generally used to determine a base interest rate scenario for the net interest income simulation. That calculated base net interest income is then compared with the income calculated under the varying interest rate scenarios. The model considers the impact of ongoing lending and deposit-gathering activities, as well as interrelationships in the magnitude and timing of the repricing of financial instruments, including the effect of changing interest rates on expected prepayments and maturities.

Management has taken actions to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes. At June 30, 2025, the aggregate notional amount of interest rate swap agreements entered into for interest rate risk management purposes that were currently in effect was $18.5 billion. In

- 70 -

addition, the Company has entered into $14.3 billion of forward-starting interest rate swap agreements designated for hedging purposes. Information about interest rate swap agreements entered into for interest rate risk management purposes is included herein under the heading “Net interest margin” and in note 11 of Notes to Financial Statements.

The accompanying table as of June 30, 2025 and December 31, 2024 displays the estimated impact on net interest income in the base scenarios described above resulting from changes in market interest rates. The scenarios presented in the table below assume a gradual and parallel change in interest rates across repricing categories during the first modeling year.

SENSITIVITY OF NET INTEREST INCOME TO CHANGES IN INTEREST RATES

Calculated Increase (Decrease) in Projected Net Interest Income
(Dollars in millions)June 30, 2025December 31, 2024
Changes in interest rates
+200 basis points$(70)$(4)
+100 basis points(17)16
-100 basis points8(36)
-200 basis points(1)(81)

The Company utilized many assumptions to calculate the impact that changes in interest rates may have on net interest income. The more significant of those assumptions included the rate of prepayments of mortgage-related assets, cash flows from derivative and other financial instruments, loan and deposit volumes, mix and pricing, and deposit maturities. Changes in amounts presented since December 31, 2024 reflect changes in portfolio composition (including purchases of investment securities and increased funding from noninterest-bearing and interest-bearing deposits as well as short-term borrowings), the level of market-implied forward interest rates and hedging actions taken by the Company. M&T's cumulative upward deposit pricing beta, which is the change in deposit pricing in response to a change in market interest rates, approximated 55% amidst a rising interest rate environment from the first quarter of 2022 through the second quarter of 2024. Reflecting the first cuts of the federal funds target interest rate since March 2020, the FOMC decreased that rate by 50 basis points in September 2024 followed by additional reductions of 25 basis points in each of November and December 2024. M&T's cumulative downward deposit pricing beta beginning in the third quarter of 2024 through the second quarter of 2025 approximated 52%. The assumptions used in interest rate sensitivity modeling are inherently uncertain and, as a result, the Company cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly from those presented due to the timing, magnitude and frequency of changes in interest rates and changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions, such as those previously described, which management may take to counter such changes.

Management also uses an EVE model to supplement the modeling technique described above and provide a long-term interest rate risk metric. EVE is a point-in-time analysis of the economic sensitivity of assets, liabilities and off-balance sheet positions that incorporates all cash flows over their estimated remaining lives. The EVE reflects the present value of cash flows from existing assets, liabilities and off-balance sheet financial instruments, but does not incorporate any assumptions for future originations, renewals or issuances. Management measures the impact of changes in market values due to interest rates under a number of scenarios, including immediate shifts of the yield curve. The percentage impact to the EVE resulting from a 100 basis-point increase and a 100 basis-point decrease in market interest rates was -4.2% and 1.4%, respectively, at June 30, 2025, and -5.1% and 2.5%, respectively, at December 31, 2024.

In addition to the effect of interest rates, changes in fair value of the Company’s financial instruments can also result from a lack of trading activity for similar instruments in the financial markets. Information about the fair valuation of financial instruments is presented in note 13 of Notes to Financial Statements.

The Company enters into interest rate and foreign exchange contracts to meet the financial needs of customers that it includes in its consolidated financial statements as other non-hedging derivatives within other assets and other liabilities. Financial instruments utilized for such activities consist predominantly of interest rate swap agreements and forward and futures contracts related to foreign currencies. The Company generally mitigates the interest rate

- 71 -

and foreign currency risk associated with customer activities by entering into offsetting positions with third parties that are also included in other assets and other liabilities. The fair values of non-hedging derivative positions associated with interest rate contracts and foreign currency and other option and futures contracts are presented in note 11 of Notes to Financial Statements. As with any non-government guaranteed financial instrument, the Company is exposed to credit risk associated with counterparties to its non-hedging derivative activities. Although the notional amounts of these contracts are not recorded in the Consolidated Balance Sheet, the unsettled fair values of such financial instruments are recorded in the Consolidated Balance Sheet. The fair values of such non-hedging derivative assets and liabilities recognized in the Consolidated Balance Sheet were $194 million and $518 million, respectively, at June 30, 2025 and $206 million and $787 million, respectively, at December 31, 2024. The fair value of asset and liability amounts at June 30, 2025 have been reduced by contractual settlements of $440 million and $32 million, respectively, and at December 31, 2024 have been reduced by contractual settlements of $686 million and $15 million, respectively. The amounts associated with the Company's non-hedging derivative activities at June 30, 2025 and December 31, 2024 reflect changes in values associated with interest rate swap agreements entered into with commercial customers that are not subject to periodic variation margin settlement payments.

Trading account assets were $93 million at June 30, 2025 and $101 million at December 31, 2024. Included in trading account assets were assets related to deferred compensation plans aggregating $20 million and $22 million at June 30, 2025 and December 31, 2024, respectively. Changes in the fair values of such assets are recorded as Trading account and other non-hedging derivative gains in the Consolidated Statement of Income. Included in Accrued interest and other liabilities in the Consolidated Balance Sheet were $25 million and $27 million of liabilities related to deferred compensation plans at June 30, 2025 and December 31, 2024, respectively. Changes in the balances of such liabilities due to the valuation of allocated investment options to which the liabilities are indexed are recognized in Other costs of operations in the Consolidated Statement of Income. Also included in trading account assets were investments in mutual funds and other assets that the Company was required to hold under terms of certain non-qualified supplemental retirement and other benefit plans that were assumed by the Company in various acquisitions. Those assets totaled $73 million and $79 million at June 30, 2025 and December 31, 2024, respectively.

Given the Company’s policies and positions, management believes that the potential loss exposure to the Company resulting from market risk associated with trading account and other non-hedging derivative activities was not material at June 30, 2025, however, as previously noted, the Company is exposed to credit risk associated with counterparties to such activities. Information about the Company’s use of derivative financial instruments is included in note 11 of Notes to Financial Statements.

Capital

The following table presents components related to shareholders' equity and dividends.

SHAREHOLDERS' EQUITY, DIVIDENDS AND SELECT RATIOS

(Dollars in millions, except per share)June 30, 2025December 31, 2024June 30, 2024
Preferred stock$2,394$2,394$2,744
Common shareholders' equity26,13126,63325,680
Total shareholders' equity$28,525$29,027$28,424
Per share:
Common shareholders’ equity$166.94$160.90$153.57
Tangible common shareholders’ equity (a)112.48109.36102.42
Ratios:
Shareholders' equity to total assets13.48%13.95%13.61%
Tangible common shareholders' equity to tangible assets (a)8.679.078.55
Cash dividends declared for quarter ended:
Common stock$214$226$228
Common stock per share1.351.351.35
Preferred stock353527

__________________________________________________________________________________

*(a)*Reconciliations of total common shareholders’ equity and tangible common equity and total assets and tangible assets as of each of those dates are presented in Table 2.

- 72 -

Shareholders’ equity reflects accumulated other comprehensive income or loss, which includes the net after-tax impact of unrealized gains or losses on investment securities classified as available for sale, gains or losses associated with interest rate swap agreements designated as cash flow hedges and adjustments to reflect the funded status of defined benefit pension and other postretirement plans. The components of accumulated other comprehensive income (loss) are presented in the following table.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - NET OF INCOME TAX

(Dollars in millions, except per share)June 30, 2025December 31, 2024June 30, 2024
Investment securities unrealized gains (losses), net (a)$61$(153)$(179)
Cash flow hedges unrealized gains (losses), net (b)63(101)(246)
Defined benefit plans adjustments, net (c)9598(118)
Other, net(4)(8)(8)
Total$215$(164)$(551)
Accumulated other comprehensive income (loss), net, per common share$1.37$(0.99)$(3.29)

__________________________________________________________________________________

*(a)*Refer to note 3 of Notes to Financial Statements.

*(b)*Refer to note 11 of Notes to Financial Statements.

*(c)*Refer to note 8 of Notes to Financial Statements.

Reflected in the carrying amount of available-for-sale investment securities at June 30, 2025 were pre-tax effect unrealized gains of $178 million on securities with an amortized cost of $16.9 billion and pre-tax effect unrealized losses of $96 million on securities with an amortized cost of $4.5 billion. Information concerning the Company’s fair valuations of investment securities is provided in notes 3 and 13 of Notes to Financial Statements. As also described in note 3 of Notes to Financial Statements, the Company does not expect any material credit-related losses with respect to its investment securities portfolio at June 30, 2025.

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. M&T repurchased 6,073,957 shares of its common stock in the recent quarter at an average cost per share of $175.93 resulting in a total cost, including the share repurchase excise tax, of $1.1 billion and 3,415,303 shares of its common stock at an average cost per share of $192.06 resulting in a total cost, including the share repurchase excise tax, of $662 million in the first quarter of 2025. No share repurchases occurred in the first half of 2024. Discretion as to the amount and timing of authorized share repurchases in a given period has been delegated, through the authorization of the Board of Directors, to management and can be influenced by capital and liquidity requirements, including funding of future loan growth and other balance sheet management activities, as well as market and economic conditions.

M&T and its subsidiary banks are required to comply with applicable Capital Rules. Pursuant to those regulations, the minimum capital ratios are as follows:

  • 4.5% CET1 capital to RWA (each as defined in the Capital Rules);

  • 6.0% Tier 1 capital (CET1 capital plus additional Tier 1 capital) to RWA (each as defined in the Capital Rules);

  • 8.0% Total capital (Tier 1 capital plus Tier 2 capital) to RWA (each as defined in the Capital Rules); and

  • 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”), as defined in the Capital Rules.

Capital Rules require buffers in addition to the minimum risk-based capital ratios noted above. M&T is subject to a SCB requirement that is determined through the Federal Reserve’s supervisory stress tests and M&T’s bank subsidiaries are subject to a 2.5% capital conservation buffer requirement. The buffer requirement must be composed entirely of CET1 capital. At June 30, 2025 M&T's SCB was 3.8%. In June 2025, the Federal Reserve released the results of its most recent supervisory stress tests, in which M&T elected to participate. Based on those results, M&T's SCB is estimated to be 2.7% effective October 1, 2025.

- 73 -

The regulatory capital ratios of the Company and its bank subsidiaries, M&T Bank and Wilmington Trust, N.A., as of June 30, 2025 are presented in the accompanying table.

REGULATORY CAPITAL RATIOS

(Dollars in millions)M&T (Consolidated)M&T BankWilmington Trust, N.A.
CET1 capital10.99%12.46%281.66%
Tier 1 capital12.5012.46281.66
Total capital13.9613.84281.95
Tier 1 leverage9.819.7687.44
RWA$158,229$157,661$225

Capital Rules generally require the deduction of goodwill and core deposit and other intangible assets, net of applicable deferred taxes, from the calculation of capital in the determination of the minimum capital ratios. As a result of previous business acquisitions, the Company recorded goodwill of $8.5 billion and core deposit and other intangible assets of $84 million at June 30, 2025. Goodwill, as required by GAAP, is not amortized, but rather is tested for impairment at least annually at the business reporting unit level. The Company completed its annual goodwill impairment test in the fourth quarter of 2024 and concluded the amount of goodwill was not impaired at the testing date. The Company has not identified events or circumstances that would more likely than not reduce the fair value of a business reporting unit below its carrying amount at June 30, 2025. Should a business reporting unit with assigned goodwill experience declines in revenue, increased credit losses or expenses, or other adverse developments due to economic, regulatory, competition or other factors, that would be material to that reporting unit, an impairment of goodwill could occur in a future period that could be material to the Company's Consolidated Balance Sheet and its Consolidated Statement of Income. Although a goodwill impairment charge would not have a significant impact on the Company's regulatory tangible capital ratios, it would reduce the capacity of its bank subsidiary, M&T Bank, to dividend earnings to M&T. As described herein under the heading "Liquidity Risk," M&T's parent company liquidity at June 30, 2025 covered projected cash outflows for 38 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.

The Company is subject to the comprehensive regulatory framework applicable to bank and financial holding companies and their subsidiaries, which includes examinations by a number of regulators. Regulation of financial institutions such as M&T and its subsidiaries is intended primarily for the protection of depositors, the Deposit Insurance Fund of the FDIC and the banking and financial system as a whole, and generally is not intended for the protection of shareholders, investors or creditors other than insured depositors. Changes in laws, regulations and regulatory policies applicable to the Company’s operations can increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive environment in which the Company operates, all of which could have a material effect on the business, financial condition or results of operations of the Company and in M&T’s ability to pay dividends. For additional information concerning this comprehensive regulatory framework, refer to Part I, Item 1, "Supervision and Regulation of the Company" of M&T's 2024 Annual Report.

As described in Part I, Item 1, "Capital Requirements" of M&T's 2024 Annual Report, on July 27, 2023 the federal banking agencies issued a notice of proposed rulemaking to modify the regulatory capital requirements applicable to large banking organizations with total assets exceeding $100 billion, like the Company. Management continues to evaluate the impact of the proposed rules on the regulatory capital requirements of M&T and its subsidiary banks. At June 30, 2025, the inclusion of accumulated other comprehensive income components related to investment securities available for sale and defined benefit plan liability adjustments would have increased the Company's CET1 capital ratio by 10 basis points.

- 74 -

Segment Information

Reportable segments have been determined based upon the Company's organizational structure which is primarily arranged around the delivery of products and services to similar customer types. Financial information about the Company's reportable segments is presented in note 15 of Notes to Financial Statements. The Company's reportable segments are Commercial Bank, Retail Bank and Institutional Services and Wealth Management. All other business activities that are not included in the three reportable segment results have been included in the "All Other" category.

NET INCOME (LOSS) BY REPORTABLE SEGMENT

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Net income (loss)
Commercial Bank$231$231$——%$462$406$5614%
Retail Bank375347288722918(196)-21
Institutional Services and Wealth Management12812175249272(23)-8
All Other(18)(115)9785(133)(410)27768
Total net income$716$584$13223%$1,300$1,186$11410%

Commercial Bank

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

COMMERCIAL BANK SEGMENT FINANCIAL SUMMARY

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Income Statement
Net interest income$531$529$2—%$1,060$1,101$(41)-4%
Noninterest income20517332183783156320
Total revenue7367023451,4381,416222
Provision for credit losses6036246896154(58)-38
Noninterest expense363351123714704101
Income before taxes313315(2)-16285587013
Income taxes8284(2)-21661521410
Net income$231$231$——%$462$406$5614%
Average Balance Sheet
Loans:
Commercial and industrial$53,549$53,567$(18)—%$53,558$49,695$3,8638%
Commercial real estate23,65524,555(900)-424,10230,153(6,051)-20
Residential real estate414396185405442(37)-8
Consumer20182101927(8)-30
Total loans$77,638$78,536$(898)-1%$78,084$80,317$(2,233)-3%
Deposits:
Noninterest-bearing$11,337$11,304$33—%$11,320$12,991$(1,671)-13%
Interest-bearing34,65834,173485134,41830,2514,16714
Total deposits$45,995$45,477$5181%$45,738$43,242$2,4966%

- 75 -

The Commercial Bank segment’s net income was $231 million in the second quarter of 2025, unchanged from the first quarter of 2025.

  • Net interest income increased $2 million reflecting the impact of one additional day in the recent quarter and higher average deposit balances, partially offset by a narrowing of the net interest margin on deposits of 3 basis points and lower average outstanding loan balances.

  • Noninterest income rose $32 million reflecting a $15 million gain on the sale of an out-of-footprint residential builder and developer loan portfolio and a rise in credit-related fees of $9 million.

  • The provision for credit losses increased $24 million reflecting a higher provision for unfunded credit commitments.

  • Noninterest expense increased $12 million reflecting higher centrally-allocated costs associated with data processing, risk management, and other support services provided to the Commercial Bank segment and an increase in other costs of operations.

  • Average loans declined $898 million reflecting payoffs of commercial real estate loans and the sale of an out-of-footprint residential builder and developer portfolio in the recent quarter.

  • Average deposits grew $518 million in the recent quarter reflecting higher average savings and interest-checking balances.

Net income for the Commercial Bank segment increased $56 million in the first half of 2025 from $406 million in the first six months of 2024.

  • Net interest income declined $41 million reflecting a narrowing of the net interest margin on deposits of 26 basis points and a decline in average outstanding loan balances of $2.2 billion, partially offset by growth in average deposits of $2.5 billion.

  • Noninterest income increased $63 million due to higher other revenues from operations of $38 million, reflecting a $15 million gain on the sale of an out-of-footprint residential builder and developer loan portfolio and a rise in credit-related fees of $14 million. Also contributing to that increase was higher commercial mortgage banking revenues of $13 million and an $8 million rise in service charges on commercial deposit accounts.

  • The provision for credit losses decreased $58 million reflecting lower net charge-offs of commercial and industrial loans, partially offset by a higher provision for unfunded credit commitments.

  • Noninterest expense increased $10 million reflecting modestly higher outside data processing and software expenses and professional and other services expense.

  • Average loans decreased $2.2 billion as compared with the first six months of 2024 reflecting a reduction in average commercial real estate loans, partially offset by higher commercial and industrial loans reflecting growth spanning most industry types.

  • Average deposits grew $2.5 billion as compared with the first six months of 2024 reflecting growth in average savings and interest-checking deposits that was partially offset by a decline in average noninterest-bearing deposits.

- 76 -

Retail Bank

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

RETAIL BANK SEGMENT FINANCIAL SUMMARY

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Income Statement
Net interest income$988$972$162%$1,960$2,161$(201)-9%
Noninterest income23420826134424014110
Total revenue1,2221,1804242,4022,562(160)-6
Provision for credit losses7179(8)-101501282217
Noninterest expense6486361221,2841,198867
Income before taxes5034653889681,236(268)-22
Income taxes128118108246318(72)-23
Net income$375$347$288%$722$918$(196)-21%
Average Balance Sheet
Loans:
Commercial and industrial$6,236$6,416$(180)-3%$6,325$6,914$(589)-9%
Commercial real estate1,6471,672(25)-21,6601,881(221)-12
Residential real estate20,98020,570410220,77620,73640—
Consumer24,54123,5361,005424,04220,7943,24816
Total loans$53,404$52,194$1,2102%$52,803$50,325$2,4785%
Deposits:
Noninterest-bearing$24,449$24,220$2291%$24,335$25,265$(930)-4%
Interest-bearing66,16564,7201,445265,44666,712(1,266)-2
Total deposits$90,614$88,940$1,6742%$89,781$91,977$(2,196)-2%

- 77 -

The Retail Bank segment’s net income was $375 million in the second quarter of 2025, up from $347 million in the first quarter of 2025.

  • Net interest income increased $16 million reflecting higher average balances of deposits and loans and the impact of one additional day in the recent quarter, partially offset by a narrowing of the net interest margin on deposits by 6 basis points.

  • Noninterest income increased $26 million reflecting higher residential mortgage loan sub-servicing revenues related to the arrangement effective February 2025 whereby the Company began sub-servicing $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial. Also contributing to that increase was higher merchant discount and credit card fees.

  • The provision for credit losses decreased $8 million reflecting lower net charge-offs.

  • Noninterest expense increased $12 million reflecting higher centrally-allocated costs associated with data processing, risk management, and other support services provided to the Retail Bank segment.

  • Average loans increased $1.2 billion reflecting increases in average balances of recreational finance, automobile and residential mortgage loans.

  • Higher average deposits in the recent quarter as compared with the first quarter of 2025 reflected increases in average noninterest-bearing deposits and savings and interest-checking deposits.

Net income for the Retail Bank segment decreased $196 million in the first half of 2025 from $918 million in the similar 2024 period.

  • Net interest income declined $201 million reflecting a narrowing of the net interest margin on deposits of 45 basis points and lower average balances of those deposits, partially offset by a widening of the net interest margin on loans of 5 basis points and higher average loan balances.

  • Noninterest income increased $41 million reflecting higher residential mortgage loan sub-servicing revenues related to the arrangement effective February 2025 whereby the Company began sub-servicing $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial as well as an increase in service charges on deposit accounts.

  • The provision for credit losses rose $22 million reflecting higher net charge-offs of indirect consumer loans.

  • Noninterest expense increased $86 million due to higher centrally-allocated costs associated with data processing, risk management, and other support services provided to the Retail Bank segment and higher personnel-related costs of $16 million.

  • Average loans in the first half of 2025 grew $2.5 billion from the similar 2024 period, reflecting recreational finance and automobile loan growth, partially offset by lower commercial and industrial and commercial real estate loans.

  • Lower average deposits in the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 reflect the maturity of customer time deposit accounts and lower noninterest-bearing deposits.

- 78 -

Institutional Services & Wealth Management

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

INSTITUTIONAL SERVICES & WEALTH MANAGEMENT SEGMENT FINANCIAL SUMMARY

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Income Statement
Net interest income$166$171$(5)-3%$337$380$(43)-11%
Noninterest income225209167434398369
Total revenue391380113771778(7)-1
Provision for credit losses23(1)11532103
Noninterest expense21721521432408246
Income before taxes172162105334367(33)-9
Income taxes4441358595(10)-11
Net income$128$121$75%$249$272$(23)-8%
Average Balance Sheet
Loans:
Commercial and industrial$989$889$10011%$939$755$18424%
Commercial real estate3131——3143(12)-28
Residential real estate2,2902,2108042,2501,89335719
Consumer793799(6)-17957276810
Total loans$4,103$3,929$1744%$4,015$3,418$59718%
Deposits:
Noninterest-bearing$8,868$9,370$(502)-5%$9,118$9,211$(93)-1%
Interest-bearing10,3119,1971,114129,7567,5532,20329
Total deposits$19,179$18,567$6123%$18,874$16,764$2,11013%

The Institutional Services and Wealth Management segment’s net income increased $7 million to $128 million in the second quarter of 2025 from $121 million in the first quarter of 2025.

  • Net interest income declined $5 million predominantly due to a 27 basis-point narrowing of the net interest margin on deposits.

  • Noninterest income increased $16 million and included a $10 million gain on the sale from the divestiture of a subsidiary that specialized in institutional services in May 2025. Also contributing to that increase was seasonal tax service fee income from the Wealth Management business.

Net income for the Institutional Services and Wealth Management segment decreased $23 million for the six months ended June 30, 2025 from $272 million in the comparable 2024 period.

  • Net interest income decreased $43 million predominantly due to a 96 basis-point narrowing of the net interest margin on deposits, partially offset by higher average balances of those deposits.

  • Noninterest income increased $36 million reflecting higher sales and fund management fees from the segment's global capital markets business and increased fee income from its Wealth Management business, reflecting elevated market performance associated with managed assets.

  • Noninterest expense increased $24 million reflecting a rise in salaries and employee benefits expense and centrally-allocated costs associated with data processing, risk management, and other support services provided to the Institutional Services and Wealth Management segment.

- 79 -

All Other

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

ALL OTHER CATEGORY FINANCIAL SUMMARY

Three Months EndedChangeSix Months EndedChange
(Dollars in millions)June 30, 2025March 31, 2025Amount%June 30, 2025June 30, 2024Amount%
Income Statement
Net interest income (expense)$28$23$525%$51$(244)$295—%
Noninterest income1921(2)-144050(10)-20
Total revenue (expense)47443691(194)285—
Provision for credit losses(8)12(20)—465(61)-94
Noninterest expense108213(105)-50321383(62)-16
Loss before taxes(53)(181)12871(234)(642)40864
Income taxes(35)(66)3148(101)(232)13157
Net loss$(18)$(115)$9785%$(133)$(410)$27768%

The “All Other” category recorded a net loss in the second quarter of 2025 of $18 million, compared with a net loss of $115 million in the first quarter of 2025 as noninterest expense declined $105 million predominantly reflecting seasonally higher salaries and employee benefits expense in the first quarter of 2025.

The net loss recorded for the "All Other" category was $133 million for the first six months of 2025 as compared with a net loss of $410 million in the similar 2024 period.

  • Net interest income increased $295 million due to the favorable impact from the Company’s allocation methodologies for internal transfers related to funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments and lower net interest expense from interest rate swap agreements entered into for interest rate risk management purposes.

  • The $61 million decrease in the provision for credit losses reflects the net impact of the allocation of the provision to the reportable segments.

  • Noninterest expense decreased $62 million reflecting lower FDIC assessments resulting from a FDIC special assessment expense of $34 million recorded in the first half of 2024 and improved credit quality, and lower other costs of operations, partially offset by a rise in personnel-related expenses.

Recent Accounting Developments

A discussion of the Company's significant accounting policies and critical accounting estimates can be found in M&T's 2024 Annual Report. A summary of recent accounting developments is included in note 1 of Notes to Financial Statements.

- 80 -

Forward-Looking Statements

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" and other sections of this quarterly report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the rules and regulations of the SEC. Any statement that does not describe historical or current facts is a forward-looking statement, including statements based on current expectations, estimates and projections about the Company’s business, and management's beliefs and assumptions.

Statements regarding the potential effects of events or factors specific to the Company and/or the financial industry as a whole, as well as national and global events generally, on the Company's business, financial condition, liquidity and results of operations may constitute forward-looking statements. Such statements are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company's control.

Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," or "potential," by future conditional verbs such as "will," "would," "should," "could," or "may," or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict and may cause actual outcomes to differ materially from what is expressed or forecasted.

While there can be no assurance that any list of risks and uncertainties is complete, important factors that could cause actual outcomes and results to differ materially from those contemplated by forward-looking statements include the following, without limitation: economic conditions and growth rates, including inflation and market volatility; events and developments in the financial services industry, including industry conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, loan concentrations by type and industry, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; levels of client deposits; ability to contain costs and expenses; changes in the Company's credit ratings; domestic or international political developments and other geopolitical events, including trade and tariff policies and international conflicts and hostilities; changes and trends in the securities markets; common shares outstanding and common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on trust-related revenues; federal, state or local legislation and/or regulations affecting the financial services industry, or M&T and its subsidiaries individually or collectively, including tax policy; regulatory supervision and oversight, including monetary policy and capital requirements; governmental and public policy changes; political conditions, either nationally or in the states in which M&T and its subsidiaries do business; the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board, regulatory agencies or legislation; increasing price, product and service competition by competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products and services; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries' future businesses; and material differences in the actual financial results of merger, acquisition, divestment and investment activities compared with M&T's initial expectations, including the full realization of anticipated cost savings and revenue enhancements.

These are representative of the factors that could affect the outcome of the forward-looking statements. In addition, as noted, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which the Company does business, and other factors.

The Company provides further detail regarding these risks and uncertainties in its 2024 Annual Report, including in the Risk Factors section of such report, as well as in other SEC filings. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty and does not undertake to update forward-looking statements.

- 81 -

M&T Bank Corporation and Subsidiaries

Table 1

QUARTERLY TRENDS

2025 Quarters2024 Quarters
SecondFirstFourthThirdSecondFirst
(Dollars in millions, except per share)
Earnings and dividends
Interest income (taxable-equivalent basis)$2,618$2,572$2,719$2,798$2,802$2,757
Interest expense8968659791,0591,0711,065
Net interest income1,7221,7071,7401,7391,7311,692
Less: Provision for credit losses125130140120150200
Other income683611657606584580
Less: Other expense1,3361,4151,3631,3031,2971,396
Income before income taxes944773894922868676
Applicable income taxes219177201188200133
Taxable-equivalent adjustment91212131312
Net income$716$584$681$721$655$531
Net income available to common shareholders-diluted$679$547$644$674$626$505
Per common share data:
Basic earnings4.263.333.884.043.753.04
Diluted earnings4.243.323.864.023.733.02
Cash dividends1.351.351.351.351.351.30
Average common shares outstanding:
Basic159,221164,209165,838166,671166,951166,460
Diluted160,005165,047166,969167,567167,659167,084
Performance ratios
Annualized return on:
Average assets1.37%1.14%1.28%1.37%1.24%1.01%
Average common shareholders’ equity10.398.369.7510.269.958.14
Net interest margin on average earning assets (taxable-equivalent basis)3.623.663.583.623.593.52
Nonaccrual loans to total loans1.161.141.251.421.501.71
Net operating (tangible) results (a)
Net operating income$724$594$691$731$665$543
Diluted net operating income per common share4.283.383.924.083.793.09
Annualized return on:
Average tangible assets1.44%1.21%1.35%1.45%1.31%1.08%
Average tangible common shareholders’ equity15.5412.5314.6615.4715.2712.67
Efficiency ratio (b)55.260.556.855.055.360.8
Balance sheet data
Average balances:
Total assets (c)$210,261$208,321$211,853$209,581$211,981$211,478
Total tangible assets (c)201,733199,791203,317201,031203,420202,906
Earning assets190,535189,116193,106191,366193,676193,135
Investment securities35,33534,48033,67931,02329,69528,587
Loans135,407134,844135,723134,751134,588133,796
Deposits163,406161,220164,639161,505163,491164,065
Borrowings14,26314,15414,22815,42816,45216,001
Common shareholders’ equity (c)26,27226,60426,31326,16025,34025,008
Tangible common shareholders’ equity (c)17,74418,07417,77717,61016,77916,436
At end of quarter:
Total assets (c)211,584210,321208,105211,785208,855215,137
Total tangible assets (c)203,060201,789199,574203,243200,302206,574
Earning assets191,074190,463188,606192,766189,787195,712
Investment securities35,56835,13734,05132,32729,89428,496
Loans136,116134,574135,581135,920135,002134,973
Deposits164,453165,409161,095164,554159,910167,196
Borrowings14,45112,06913,66514,18816,08316,245
Common shareholders’ equity (c)26,13126,59726,63326,48225,68025,158
Tangible common shareholders’ equity (c)17,60718,06518,10217,94017,12716,595
Equity per common share166.94163.62160.90159.38153.57150.90
Tangible equity per common share112.48111.13109.36107.97102.4299.54

__________________________________________________________________________________

*(a)*Excludes amortization and balances related to goodwill and core deposit and other intangible assets and merger-related expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. A reconciliation of net income and net operating income appears in Table 2.

*(b)*Excludes impact of merger-related expenses and net securities transactions.

*(c)*The difference between total assets and total tangible assets, and common shareholders’ equity and tangible common shareholders’ equity, represents goodwill, core deposit and other intangible assets, net of applicable deferred tax balances. A reconciliation of such balances appears in Table 2.

- 82 -

M&T Bank Corporation and Subsidiaries

Table 2

RECONCILIATION OF QUARTERLY GAAP TO NON-GAAP MEASURES

2025 Quarters2024 Quarters
(Dollars in millions, except per share)SecondFirstFourthThirdSecondFirst
Income statement data
Net income
Net income$716$584$681$721$655$531
Amortization of core deposit and other intangible assets (a)81010101012
Net operating income$724$594$691$731$665$543
Earnings per common share
Diluted earnings per common share$4.24$3.32$3.86$4.02$3.73$3.02
Amortization of core deposit and other intangible assets (a).04.06.06.06.06.07
Diluted net operating earnings per common share$4.28$3.38$3.92$4.08$3.79$3.09
Other expense
Other expense$1,336$1,415$1,363$1,303$1,297$1,396
Amortization of core deposit and other intangible assets(9)(13)(13)(12)(13)(15)
Noninterest operating expense$1,327$1,402$1,350$1,291$1,284$1,381
Efficiency ratio
Noninterest operating expense (numerator)$1,327$1,402$1,350$1,291$1,284$1,381
Taxable-equivalent net interest income$1,722$1,707$1,740$1,739$1,731$1,692
Other income683611657606584580
Less: Gain (loss) on bank investment securities——18(2)(8)2
Denominator$2,405$2,318$2,379$2,347$2,323$2,270
Efficiency ratio55.2%60.5%56.8%55.0%55.3%60.8%
Balance sheet data
Average assets
Average assets$210,261$208,321$211,853$209,581$211,981$211,478
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(89)(92)(100)(113)(126)(140)
Deferred taxes262729283033
Average tangible assets$201,733$199,791$203,317$201,031$203,420$202,906
Average common equity
Average total equity$28,666$28,998$28,707$28,725$27,745$27,019
Preferred stock(2,394)(2,394)(2,394)(2,565)(2,405)(2,011)
Average common equity26,27226,60426,31326,16025,34025,008
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(89)(92)(100)(113)(126)(140)
Deferred taxes262729283033
Average tangible common equity$17,744$18,074$17,777$17,610$16,779$16,436
At end of quarter
Total assets
Total assets$211,584$210,321$208,105$211,785$208,855$215,137
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(84)(93)(94)(107)(119)(132)
Deferred taxes252628303134
Total tangible assets$203,060$201,789$199,574$203,243$200,302$206,574
Total common equity
Total equity$28,525$28,991$29,027$28,876$28,424$27,169
Preferred stock(2,394)(2,394)(2,394)(2,394)(2,744)(2,011)
Common equity26,13126,59726,63326,48225,68025,158
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(84)(93)(94)(107)(119)(132)
Deferred taxes252628303134
Total tangible common equity$17,607$18,065$18,102$17,940$17,127$16,595

__________________________________________________________________________________

*(a)*After any related tax effect.

- 83 -

Previous: Item 1. Financial Statements (Unaudited). · Next: Item 3. Quantitative and Qualitative Disclosures About Market Risk.